Unassociated Document

10-Q 1 v193258_10q.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-19657

ACCESS TO MONEY, INC.

(Exact name of registrant as specified in its charter)

Delaware		93-0809419
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer
		Identification No.)

1101 Kings Highway N, Suite G100

Cherry Hill, New Jersey

(Address of principal executive offices) (Zip Code)

(856) 414-9100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 such filing requirements for the past 90 days). YES x 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 Regulations 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 ¨ NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 22,279,011 shares of common stock outstanding at August 11, 2010.

TABLE OF CONTENTS		Page No.

PART I	FINANCIAL INFORMATION

ITEM 1.	Financial Statements	2
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
ITEM 4T.	Controls and Procedures	20

PART II	OTHER INFORMATION

ITEM 6.	Exhibits	21

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

ACCESS TO MONEY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	June 30, 2010			December 31, 2009

ASSETS
Current assets:
Cash	$	5,372		$	5,770
Restricted cash		800			800
Accounts receivable, net		2,429			2,494
Leases receivable, net		74			109
Inventories		1,284			767
Prepaid expenses and other		481			289
Deferred financing costs		207			259
Total current assets		10,647			10,488

Property and equipment, net		3,209			3,220
Intangible assets, net		1,695			1,711
Goodwill		10,559			10,559
Deferred financing costs, long term		-			78
Other assets		323			319
Total assets	$	26,433		$	26,375

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	6,332		$	5,639
Accrued expenses		5,967			5,691
Term loans		9,730			1,092
Total current liabilities		22,029			12,422

Long-term liabilities
Term loans and other debt		9,809			18,406
Warrants		4,405			6,747
Total liabilities		36,243			37,575

Shareholders’ deficit:
Common stock, $0.001 par value - 70,000 shares authorized; 22,310 and 22,086 shares issued as of June 30, 2010 and December 31, 2009, respectively, and 22,279 and 22,073 shares outstanding at June 30, 2010 and December 31, 2009, respectively		135,949			135,891
Preferred stock - 5,000 shares authorized; none issued and outstanding		-			-
Additional paid-in capital		63			63
Accumulated deficit		(145,822	)		(147,154	)
Total shareholders’ deficit		(9,810	)		(11,200	)
Total liabilities and shareholders’ deficit	$	26,433		$	26,375

See accompanying notes to condensed consolidated financial statements.

ACCESS TO MONEY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2010			2009			2010			2009
Sales	$	21,987		$	23,130		$	44,190		$	45,375
Commissions		14,899			15,837			29,471			30,818
Net sales		7,088			7,293			14,719			14,557

Cost of sales		3,395			3,714			7,714			7,321

Gross profit		3,693			3,579			7,005			7,236

Selling, general and administrative		2,816			2,707			5,401			5,517

Operating income		877			872			1,604			1,719

Interest expense		759			735			1,516			1,469
Amortization of debt issuance costs		560			559			1,119			1,114
Other expense (income)		(10	)		(86	)		(30	)		(106	)
Loss on asset disposal		2			23			9			64
Change in fair value of warrants (income) expense		(2,482	)		2,873			(2,342	)		2,995

Net income (loss) before income taxes		2,048			(3,232	)		1,332			(3,817	)

Provision (benefit) for income taxes		-			-			-			12

Net income (loss)	$	2,048		$	(3,232	)	$	1,332		$	(3,829	)

Net income (loss) per common share - basic	$	.09		$	(.15	)	$	.06		$	(.18	)
Net income (loss) per common share – diluted	$	.07		$	(.15	)	$	.05		$	(.18	)

Weighted average common shares outstanding:
Basic		22,252			21,726			22,163			21,607
Diluted		29,620			21,726			28,706			21,607

See accompanying notes to condensed consolidated financial statements.

ACCESS TO MONEY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six months ended June 30, 2010			Six months ended June 30, 2009
Cash flows from operating activities:
Net income (loss)	$	1,332		$	(3,829	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2,103			2,007
Non-cash share-based compensation		58			66
Loss on disposal or retirement of equipment		9			64
Provision for doubtful accounts		132			86
Change in warrant value		(2,342	)		2,995
Changes in assets and liabilities, net of acquisitions:
Restricted cash		-			1,200
Accounts receivable		(68	)		235
Lease receivable		36			962
Inventories		(517	)		(231	)
Prepaid expenses and other		(192	)		104
Accounts payable		694			(379	)
Accrued expenses		276			(246	)
Cash provided by operating activities		1,521			3,034

Cash flows from investing activities:
Capital expenditures		(630	)		(1,130	)
Proceeds from sale of equipment		-			31
Acquisition of intangible and other assets		(339	)		(6	)
Cash (used in) investing activities		(969	)		(1,105	)

Cash flows from financing activities:
Payment of term loans		(950	)		(533	)
Borrowings on notes payable		-			57
Cash (used in) financing activities		(950	)		(476	)

Net (decrease) increase in cash and cash equivalents		(398	)		1,453
Beginning cash and cash equivalents		5,770			4,535
Ending cash and cash equivalents	$	5,372		$	5,988

Supplemental cash flow information:
Cash paid for interest	$	797		$	808

See accompanying notes to condensed consolidated financial statements.

ACCESS TO MONEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Access to Money, Inc. and its subsidiaries have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial statements, and reflect all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of the results of the interim periods. These condensed consolidated financial statements should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2009. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted pursuant to such rules and regulations. The results of operations for the periods presented are not necessarily indicative of the results to be expected for any subsequent interim period or for the year ending December 31, 2010.

2.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

We are an independent sales organization, or ISO, servicing businesses in the operation of automated teller machines, or ATMs. We entered the ATM business in 1999 and expanded operations through both internal growth and acquisitions. In June 2009, we merged TRM Corporation into Access to Money, Inc., a Delaware corporation, for purposes of changing our state of incorporation and our name to Access to Money, Inc. At June 30, 2010, we had approximately 12,000 ATMs under contract.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Access to Money, Inc. and its subsidiaries. Our subsidiaries at June 30, 2010 consisted of TRM Copy Centers (USA) Corporation, TRM (Canada) Corporation, TRM ATM Corporation, TRM ATM Acquisition Corporation, Access Cash International LLC, Access to Money-SL, Inc., LJR Consulting Corp., and FPC France Ltd.

Use of Estimates

The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, sales, costs and expenses, and the disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to impairments, depreciation, intangible assets, accounts receivable, inventories, and income taxes. We base our estimates and judgments on historical experience and on various assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Fair Value Measurements

We measure and disclose the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. GAAP. The fair value hierarchy has three levels which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The levels are defined as follows:

Level 1 - quoted prices for identical instruments in active markets;

Level 2 - quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 - fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads, market capitalization rates, etc. The primary valuation model we use is the Black-Scholes model.

Financial instruments, including cash equivalents, accounts receivable and accounts payable approximate fair market value because of the short maturity of these instruments. Fair value approximates the carrying value of our borrowings under our variable-rate long-term debt, based upon interest rates available for the same or similar instruments. In 2010, the majority of our debt had fixed interest rates and the fair value is estimated at $21.1 million.

Restricted Cash

At June 30, 2010 and December 31, 2009 we had $800,000 of cash held by a bank as collateral for a letter of credit that is classified as restricted cash on our balance sheet. The restricted cash pertains to a term under an agreement with our vault cash supplier.

Revenue Recognition and Presentation

We record and report revenue pertaining to the use and operation of ATMs including, transaction based sales, service sales, equipment/hardware sales and branch build-out sales. A portion or all of the surcharges assessed on ATM transactions is paid to the owner/merchant of the ATM based upon negotiated contract terms. We receive daily electronic reports from ATM processing companies for ATM transactions that occur on machines we own and operate in addition to machines owned and operated by merchants contracted with us. On a monthly basis, we use the accumulation of daily transaction data to calculate a merchant's commission. The amount of commission is generally dependent upon transaction volumes, and we remit commission payments directly to the merchant's bank account through electronic funds transfer or make payment via a paper check. We recognize ATM transaction sales based upon actual transactions reported monthly by ATM processing companies. We have recently entered into a sales arrangement with a customer that contains multiple elements or deliverables as defined in revenue recognition guidance. Under a multiple deliverable arrangement we evaluate and separate each deliverable to determine whether it represents a separate unit of accounting. In these situations, we allocate the total arrangement consideration to each unit of accounting based on the deliverable’s relative fair value.

Accounts Receivable and Allowance for Doubtful Accounts

The Company reviews the accounts receivable on a regular basis to determine the collectability of each account. The Company maintains allowances for doubtful accounts for estimated losses resulting from the failure of its clients to make required payments. At each reporting period, the Company evaluates the adequacy of the allowance for doubtful accounts and calculates the appropriate allowance based on historical experience, credit evaluations, specific client collection issues and the length of time a receivable is past due. When the Company deems the receivable to be uncollectible, the Company charges the receivable against the allowance for doubtful accounts. Accounts receivable are shown net of allowance for doubtful accounts of $231,000 and $272,000 at June 30, 2010 and December 31, 2009, respectively.

Inventory

Inventory is stated at the lower of cost (first-in, first-out method) or market. Inventory consists primarily of ATMs and related parts and equipment. ATMs and parts available for sale are classified as inventory until such time as the machine or part is sold or installed and in service. Once the ATM or part is sold, it is relieved to cost of sales.

The following table summarizes inventories (in thousands):

	June 30, 2010		December 31, 2009
ATMs held for resale	$	929	$	439
Parts		355		328
	$	1,284	$	767

Fixed Assets

Fixed assets are recorded at cost plus amounts required to place equipment in service. Depreciation and amortization begins when the asset is placed in service. ATMs, furniture and fixtures and computer equipment are generally depreciated using the straight-line method over the estimated remaining useful lives of the related assets. Estimated useful lives are as follows:

ATMs		3-10 years
Computer equipment		2-5 years
Furniture and fixtures		5-7 years

Upon the sale or other disposition of an asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in gain (loss) on sale of assets.

Goodwill and Intangible Assets

As of June 30, 2010 and December 31, 2009, our assets included goodwill of $10.6 million and intangible assets with net carrying amounts of $1.7 million and $1.6 million, respectively. Goodwill is tested for impairment annually or whenever a triggering event is identified that may indicate an impairment has occurred. Potential impairment indicators include a significant decline in revenues or a decline in our capitalization below carrying value. Goodwill is tested by comparing the estimated fair value of a reporting unit containing goodwill to its carrying value. Since December 31, 2009, there have been no indicators of impairment.

The following table summarizes Intangible Assets as of June 30, 2010 (in thousands):

	June 30, 2010
	Gross carrying amount		Accumulated amortization			Net carrying amount
Subject to amortization
Non-compete agreement	$	175	$	(128	)	$	47
Customer contracts		1,382		(629	)		753
Distributor agreements		225		(83	)		142
Non-contractual customer base		250		(92	)		158
	$	2,032	$	(932	)	$	1,100
Not subject to amortization		595		-			595
	$	2,627	$	(932	)	$	1,695

Amortization of intangible and other assets, which is included in selling, general and administrative expense was approximately $180,000 and $177,000 for the three months ended June 30, 2010 and 2009, respectively, and $352,000 and $339,000 for the six months ended June 30, 2010 and 2009, respectively.

Income Taxes

We account for income taxes in accordance with GAAP which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement reporting balances of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or reversed.

Share-Based Compensation

Share-based compensation is measured as the fair value of the award at its grant date based on the estimated number of awards that are expected to vest, and recorded over the applicable service period. In the absence of an observable market price for a share-based award, the fair value is based upon a valuation methodology that takes into consideration various factors, including the exercise price of the award, the expected term of the award, the current price of the underlying shares, the expected volatility of the underlying share price, the expected dividends on the underlying shares, and the risk-free interest rate. Compensation expense has been recognized based on the estimated grant date fair value method using the Black-Scholes valuation model.

Warrants

Effective January 1, 2009, we adopted new accounting guidance that can affect the accounting for warrants and many convertible instruments with provisions that protect holders from a change in our stock price. Protection provisions reduce the exercise price of a warrant or convertible instrument if an issuer either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price. We evaluated and determined that outstanding warrants to acquire stock of the Company contain provisions that protect holders from declines in the stock price and as a result, we have recognized these warrants as a liability at their respective fair values on each reporting date.

Net Income (Loss) Per Share

The Company reports its earnings per share under both the basic and diluted methods. When calculating basic income / (loss) per share, net income / (loss) is divided by the weighted average number of common shares outstanding for the period. Diluted income per share reflects the assumed exercise or conversion of all dilutive securities, such as options, restricted shares and warrants. No such exercise or conversion is assumed where the effect is anti-dilutive, such as when there is a net loss from operations or when the exercise price of the potentially dilutive securities is greater than the market price of the Company’s stock. For the three and six month periods ended June 30, 2009, the Company incurred net losses and the exercise price for outstanding warrants and options was greater than the average market price. Accordingly, all were excluded from the calculation of diluted earning per share as their impact on the net loss available to common stockholders was anti-dilutive. Dilutive securities consisting of 6.8 million warrants, 411,980 shares of restricted stock, and 128,333 stock options were included in the calculation of diluted income per share for the three months ended June 30, 2010 since the Company reported net income for this period. Dilutive securities consisting of 6.0 million warrants, 397,479 shares of restricted stock, and 121,429 stock options were included in the calculation of diluted income per share for the six months ended June 30, 2010.

3.	ACCRUED AND OTHER EXPENSES

The following table summarizes accounts payable and accrued liabilities (in thousands):

	June 30, 2010		December 31, 2009
Accrued payroll expenses	$	250	$	339
Accrued interest expense		3,394		2,675
Accrued ATM maintenance and other expenses		182		438
Other accrued expenses		2,141		2,239
	$	5,967	$	5,691

4.	TERM LOANS AND OTHER DEBT:

The following table summarizes term loans and other debt (in thousands):

	June 30, 2010			December 31, 2009
Lampe Loan Facility	$	9,900		$	9,900
Cadence Special Holdings II, LLC		1,100			1,100
Note payable to former owner of LJR Consulting		9,755			9,755
Notemachine		-			324
Other debt		367			991
Debt discount		(1,583	)		(2,572	)
	$	19,539		$	19,498

On April 18, 2008, we borrowed $11.0 million pursuant to a Securities Purchase Agreement with LC Capital Master Fund, Ltd. ("LC Capital") as lender and Lampe, Conway & Co., LLC ("Lampe") as administrative and collateral agent ("Lampe Loan Facility"). The $11.0 million note accrues interest at 13% per annum, payable semiannually, is due in April 2011, and is collateralized by substantially all of our assets and the assets of our subsidiaries. The Lampe Loan Facility includes covenants that require us to maintain a certain balance of cash and investments, meet a minimum trailing twelve-month consolidated EBITDA target of $6.0 million, and maintain at least 10,250 transacting ATMs.

On May 30, 2008, LC Capital assigned 10% of the promissory note to Cadence Special Holdings II, LLC ("Cadence").

On April 18, 2008, as part of the purchase price for the capital stock of LJR Consulting, we issued a note payable in the amount of $9.8 million, to Douglas Falcone, the former owner of LJR Consulting and current Chief Operating Officer of the Company. The note accrues interest at 13% per annum payable quarterly and the principal balance is due April 18, 2015. Payments under the promissory note are subordinated to the payment in full of the Lampe Loan Facility. Payments on the note have been deferred by Douglas Falcone and interest due is reported as interest payable under accrued expenses.

We had $367,000 and $991,000 of other debt as of June 30, 2010 and December 31, 2009, respectively. The debt at December 31, 2009, included notes payable balances due to Douglas Falcone for vault cash in connection with his ownership of LJR Consulting, and to a bank for a lease related to a customer project. The balance due Douglas Falcone was repaid as we replaced the cash in our ATMs previously funded by Douglas Falcone with cash provided by our primary vault cash provider. The balance as of June 30, 2010 consists of the bank note related to the customer project which is paid monthly with an interest rate of 7.5% through August 2011, and an auto loan.

WARRANTS

Common Stock Warrants

We have four warrants outstanding which provide the holders to purchase up to an aggregate of 18.1 million shares of common stock upon exercise.

The following tables list the warrant holders and their grants (in thousands):

Holder	Amount		Exercise Price		Expiration Date
LC Capital Master Fund, Ltd.		11,250	$	0.28	April 2015
LC Capital Master Fund, Ltd.		2,500	$	0.28	February 2015
Cadence Special Holdings II, LLC		1,250	$	0.28	April 2015
GSO		3,072	$	0.28	November 2013
		18,072

All warrants are exercisable at any time and we have agreed to register the shares issuable upon the exercise of the warrants. We use a Black-Scholes valuation model to estimate the fair value of the issued warrants.

6.	VAULT CASH

In general, we rent vault cash under a bailment arrangement from financial institutions and pay negotiated fees for the use of that money when it is placed in ATMs we are responsible for supplying cash to. The vault cash is controlled by employees of the financial institutions and armored car carriers who we contract with to deliver the cash to our ATMs. As cash withdrawals are made at the ATMs, processing companies settle the transactions and send funds back to the financial institutions for transactions made the previous day. We have a contract with the bank and armored car carriers stating that the vault cash belongs to the bank and that neither we nor the armored car carrier has any legal rights to the funds.

During the three and six months ending June 30, 2010, our rental fee for the use of funds was calculated using an interest rate of 2.75%. During the three and six months ending June 30, 2010, the average monthly amount of cash used to vault our ATMs was $42.3 million and $44.0 million, respectively. The cost associated with our vault cash for the three and six months ending June 30, 2010 was $517,000 and $1.0 million, respectively.

7.	SHARE-BASED COMPENSATION

The Company calculates the fair value of stock-based instruments awarded to employees on the date of grant and recognizes the calculated fair value, net of estimated forfeitures, as compensation expense over the requisite service periods of the related awards. The following table reflects the total share-based compensation expense included in selling, general and administrative expense of the Company’s Condensed Consolidated Statements of Operations for the three month period ended June 30, 2010 and 2009 (in thousands):

	Three months ended				Six months ended
	2010		2009		2010		2009
Options	$	-	$	5	$	14	$	13
Restricted shares		20		33		55		53
Total share-based compensation expense	$	20	$	38	$	69	$	66

Options. The following table summarizes stock option activity during the three months ended June 30, 2010, as follows:

	Number of Shares		Weighted Average Exercise Price
Options Outstanding January 1, 2010		322,500	$	1.13
Granted		-		-
Exercised		-		-
Cancelled		-		-
Options Outstanding June 30, 2010		322,500	$	1.13

As of June 30, 2010, options to purchase 322,500 shares of common stock at a weighted average exercise price of $1.13 per share were vested and exercisable.

Restricted Stock. The following table summarizes restricted stock activity during the six months ended June 30, 2010, as follows:

	Shares
Restricted shares January 1, 2010		834,995
Granted		25,000
Vested		225,000
Forfeited		19,999
Restricted shares June 30, 2010		614,996

8.	PROVISION FOR INCOME TAXES

We have not recorded an income tax benefit for the three month periods ending June 30, 2009 or 2010 because we are uncertain that we will be able to realize the benefit of our net operating loss carryforwards and future deductible amounts. As of June 30, 2010, we have net operating losses of approximately $61.8 million available to offset future taxable income for United States federal income tax purposes which expire in the years 2020 through 2028. We have established a valuation allowance by which all net deferred tax assets have been offset. Our Canadian subsidiary has net operating loss carryforwards of approximately $15.0 million available to offset future taxable income in Canada which expire in the years 2010 through 2017. However, we have sold the assets of our Canadian subsidiary, and it no longer has any operations.

9. CHANGES IN SHAREHOLDERS DEFICIT

The following table provides the transactions for the three month period ended June 30, 2010 concerning shareholders deficit (in thousands):

	Common					Additional Paid-in		Accumulated			Total Shareholders
	Shares		Amounts			Capital		Deficit			Deficit
Balances, March 31, 2010		22,086	$	135,941		$	63	$	(147,870	)	$	(11,866	)
Net income		-		-			-		2,048			2,048
Share-based compensation		-		20			-		-			20
Treasury shares		-		(12	)		-					(12	)
Restricted shares vested		225		-			-		-			-
Balances, June 30, 2010*		22,311	$	135,949		$	63	$	(145,822	)	$	(9,810	)

*Common shares include 31,613 of Treasury shares which are not reported as outstanding.

10.	FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate fair market value because of the short maturity of these instruments. The carry amounts of our long-term liabilities approximate the estimated fair values at June 30, 2010 based on our ability to acquire similar debt at similar maturities.

Warrants

The table below provides a reconciliation of the beginning and ending balances for our warrant liability and increase in fair value using a Black-Scholes model as of June 30, 2010.

Balance as of January 1, 2010	$	6,747
Decrease in fair value of warrants		(2,342	)
Balance as of June 30, 2010	$	4,405

We determined the fair value of our warrants using a Black-Scholes model. The significant assumptions considered by the model were the amounts of outstanding warrants, the remaining term of each warrant, the per share stock price of $0.28, a risk free rate of 1.66%, and a historical volatility of 141.1%.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statements Regarding Forward-Looking Statements

This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts included or incorporated by reference in this quarterly report on Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans and objective of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof or any variation there on or similar terminology or expressions.

These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: a decline in ATM transaction volume or fees, changes in technology standards, a failure by third parties to service our ATMs, regulatory changes, increases in interest rates, the inability to obtain cash for our ATMs, reduction in the number of transacting ATMs, market acceptance of our student loan processing services, demand for student loans, availability of credit, changes in regulations regarding student loans and financial institutions, and statements of assumption underlying any of the foregoing, as well as other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Except as required by law, we assume no duty to update or revise our forward-looking statements based on changes in internal estimates, expectations, or otherwise.

Overview

We are an independent sales organization which acts as the source for businesses to purchase and operate automated teller machines, or ATMs. From 1999 to the present we have expanded our ATM sales, service and operations through internal growth and acquisitions.

We currently manage, own and operate approximately 12,000 ATMs across the United States (typically under multi-year contracts) for independent store owners, larger retail chains, hotels, stadiums, universities, banks, credit unions, and other financial institutions. We also offer our financial institution clients a one-stop solution for new branch construction and fit outs. In addition to providing our merchant customers with supplemental revenues from transaction fees, we believe that the presence of ATMs in a merchant’s store helps to promote higher foot traffic, increased impulse purchases, and longer shopping times since they often make the retail site a destination for cash. We attempt to maximize the usefulness of our ATMs to our customers by participating in as many Electronic Funds Transfer Networks ("EFTNs") as practical, including NYCE, Visa, MasterCard, Cirrus, Plus, American Express, Discover/Novus, STAR, Allpoint and Moneypass.

Operational Metrics

We derive most of our revenue from transaction-based sales. We also generate revenue from the sale of ATM equipment and service calls. A description of these revenue sources is provided below.

Transaction-based sales — sales we derive from withdrawal fees and interchange fees.

Withdrawal fees — fees we receive from a processor derived from a customer making an ATM withdrawal. Withdrawal fees are sometimes referred to as surcharge or convenience fees in the industry.

Interchange fees — fees that an EFTN charges the customer’s financial institution for routing a withdrawal transaction or an account balance inquiry. The interchange fee is shared between the EFTN and us, as the ATM service provider, based on an agreement between us and the EFTN. Interchange fees apply to all transactions on ATMs that we own and ATMs owned by merchants and managed or serviced by us.

Service and other sales — fees we charge for providing repair, maintenance, other services, parts and supplies to merchants who purchase or rent ATMs from us.

Sales of ATM equipment — sales of ATM equipment to an independent operator or merchant.

The principal cost related to the operation of an ATM is the commission we pay to a merchant or the ATM owner. The amount of the commission is dependent on a number of factors the most important of which is whether we provide cash for the machine. Under our merchant-owned model, the merchant retains the majority or all of the surcharge which is the primary component of commission. ATMs we deploy under a full placement model for which we pay the costs to operate the unit have a lower commission rate than those owned and operated by a merchant. Full placement machines incur lower sales commissions and typically generate more income.

Branding

During the past two years, we have strengthened the Company by focusing specifically on the sales, service and management of ATMs within the United States. We have completed a restructuring effort by selling underperforming operations and assets, renegotiating vendor relationships and contracts, and identifying complementary business partners.

One of the key changes we have made to help expand the recognition of our identity and service offerings to the public was to change our corporate name to "Access to Money, Inc." We believe this name and brand uniquely identify the products and services we offer and provides a simple, yet powerful, vision and connection to our clients, industry and consumers.

Strategic Outlook

While changes in consumer practices have impacted the number of ATM transactions, we have continued to leverage our partnership with Select-A-Branch to deploy Select-A-Branch enabled ATMs which provide surcharge free transactions to customers of participating financial institutions. We have experienced significant increases in transaction volume at surcharge free machines installed at specific locations of our largest customers.

We have also been successful in placing ATMs under our "Bank at Work" program which is a unique arrangement for placing units in professional office and business environments and locations. Under this program we supply an ATM and provide a fully outsourced solution to the customer. The business model provides customers with the benefits of an accessible ATM in their work environment, no capital outlay, and a revenue sharing stream based on transaction volume.

We continue to pursue agreements with national and regional retailers, franchisors, and associations to deploy our ATMs.

We continue to move our student loan services business forward under our new partnership with People Capital. By combining our services along with People Capital's turnkey solution for the selection, origination and servicing of private student loans, we look to bring People Capital's loan lending technology to credit unions and community banks across the country. This partnership provides us with the ability to offer both origination and servicing support to our customers. Total revenues from this business have been immaterial to date.

Results of Operations

The following table sets forth our Consolidated Statements of Operations information as a percentage of sales. The percentages for commission are percentages of total transaction-based sales while all other percentages are percentages of net sales. Percentages may not add due to rounding.

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009

Sales		100.0	%		100.0	%		100.0	%		100.0	%

Commission		70.8			72.5			71.5			72.3

Net sales		33.6			27.5			35.7			27.7

Cost of sales		47.9			50.9			52.4			50.3

Gross profit		52.1			49.1			47.6			49.7

Sales, general and administrative expenses		39.7			37.1			36.7			37.9

Operating income		12.4			12.0			10.9			11.8

Interest expense
Interest expense		10.7			10.1			10.3			10.1
Amortization - debt issuance		7.9			7.7			7.6			7.7
Total Interest Expense		18.6			17.8			17.9			17.8

Loss/(gain) on warrant value		(35.0	)		39.4			(15.9	)		20.6
Interest (income)		(0.1	)		(0.8	)		(0.1	)		(0.7	)

Net income (loss)		28.9	%		(44.3	)%		9.1	%		(26.2	)%

Key Operating Metrics

We rely on certain key measures to monitor our operating performance, including total transactions, total withdrawal transactions, number of transacting ATMs, withdrawals per ATM per month, gross sales per withdrawal transaction, commission per withdrawal, and net transaction based sales per withdrawal per month.

The following table sets forth information regarding these key measures for the three and six month periods ended June 30, 2010 and 2009:

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
Total transactions		10,633,907		11,222,139		20,820,811		22,148,138
Withdrawal transactions		8,551,655		9,002,165		16,746,364		17,693,345
Average number of transacting ATMs		11,014		11,330		10,999		11,378
Average withdrawals per ATM per month		259		265		254		259
Average gross transaction-based sales per withdrawal transaction	$	2.46	$	2.43	$	2.46	$	2.41
Average commission per withdrawal transaction	$	1.74	$	1.76	$	1.76	$	1.74
Average net transaction-based sales per withdrawal transaction	$	.72	$	.67	$	.70	$	.67

The average number of transacting ATMs in our network during the second quarter of 2010 decreased by 317 from 11,330 in the second quarter of 2009 to 11,013 in 2010 primarily as the result of normal attrition and the removal of approximately 100 ATMs from Cumberland Farms due to the expiration of our contract with them not being renewed. The decrease in the number of transacting machines contributed to a 451,000, or 5.0%, decrease in the number of withdrawal transactions during the three months ended June 30, 2010 as compared to the three months ended June 30, 2009.

The number of transacting ATMs in our network at June 30, 2010 was 11,000 compared to 11,322 at June 30, 2009. The average number of transacting machines decreased by 379 to 10,999 for the first six months of 2010 compared to 11,378 in 2009. The decrease was due to regular attrition, closure of locations by merchants, and more recently the impact of Cumberland Farms machines coming out of service. We have experienced increases in the average net transaction-based sales per withdrawal of $0.05 and $0.03, respectively, between the second quarters of 2010 and 2009, due primarily to fewer ATM contracts with larger commission payouts.

Comparison of Results of Operations for the Three and Six Month Periods Ended June 30, 2010 to the Three and Six Month Periods Ended June 30, 2009.

Sales

The following table sets forth selected information from our Condensed Consolidated Statements of Operations. The results are in thousands, except for percentages.

	Three Months Ended June 30,								Six Months Ended June 30,
	2010		2009			% Change			2010		2009		% Change

Gross transaction-based sales	$	21,056	$	21,828			(3.5	)	$	41,241	$	42,609		(3.2	)
Commissions		14,899		15,837			(5.9	)		29,471		30,818		(4.4	)
Net transaction-based sales		6,157		5,991			2.8			11,770		11,791		(0.2	)
Service and other sales		627		763			(17.8	)		1,232		1,797		(31.4	)
ATM equipment sales		248		545			(54.5	)		1,577		909		73.5
Branch build out		56		(6	)		-			140		60		131.9
Net sales	$	7,088	$	7,293			(2.8	)	$	14,719	$	14,557		1.1

Transaction-based sales were $21.1 million during the three months ended June 30, 2010 compared to $21.8 million for the corresponding period of 2009. This $700,000, or 3.5%, decrease was primarily attributable to fewer transacting units between the periods. Service and other sales decreased $136,000 to $627,000 between the same periods. The decrease was primarily due to fewer billable service calls as a result of the replacement of older ATMs with newer equipment.

Transaction-based sales were approximately $41.2 million during the first six months of 2010 compared to approximately $42.6 million for the corresponding period of 2009. This $1.4 million, or 3.2%, decrease was primarily attributable to fewer transacting ATMs. Service and other sales decreased $565,000, or 31.4%, to $1.2 million during this same period. The decrease was primarily due to fewer billable service calls as a result of the replacement of older ATMs with newer equipment. The sale of ATM machines increased by $668,000, or 73.5%, from $909,000 in the first six months of 2009 to $1.6 million in the first six months of 2010. This increase was the result of hardware sales to several large customers in 2010 compared to 2009 while many customers waited for the economy to improve before spending capital on new equipment.

Commissions decreased from $15.8 million in the first three months of 2009 to $14.9 million in the first three months of 2010. This decrease of approximately $938,000, or 5.9%, resulted primarily from fewer transactions. As a percentage of transaction-based sales, commissions decreased to 70.8% in the second quarter of 2010 from 72.5% in the second quarter of 2009. The average commission per withdrawal transaction decreased to $1.74 for the second quarter of 2010 as compared to $1.76 for the second quarter of 2009. The lower commission per withdrawal is the result of new commission structures on recently sold ATM contracts compared to those for machines with higher commission structures that were taken out of service during 2009.

Commissions decreased from approximately $30.8 million in the first six months of 2009 to approximately $29.5 million in the first six months of 2010. This decrease of $1.3 million, or 4.4%, was the result of fewer units and transactions. As a percentage of gross transaction-based sales, commissions decreased to 71.5% in the first six months of 2010 from 72.3% in the first six months of 2009. The average commission per withdrawal transaction increased to $1.76 for the first six months of 2010 as compared to $1.74 for the first six months of 2009.

Cost of Sales

The following table sets forth selected costs of sales data from our Condensed Consolidated Statements of Operations. The results are in thousands, except for percentages.

	Three Months Ended June 30,							Six Months Ended June 30,
	2010		2009		% Change			2010		2009		% Change

Processing costs	$	647	$	627		3.2		$	1,096	$	1,338		(18.1	)
Armored car service		728		671		8.5			1,203		1,358		(11.4	)
Cost of cash		517		507		2.0			1,030		972		6.0
Service costs		805		827		(2.7	)		1,663		1,708		(2.6	)
Cost of machine sales		127		498		(74.5	)		1,522		783		94.4
Machine depreciation		219		203		7.9			450		391		15.1
Communication costs		168		241		(30.3	)		396		489		(19.0	)
Other costs		184		140		31.4			354		282		25.5
Total cost of sales	$	3,395	$	3,714		(8.6	)	$	7,714	$	7,321		5.4

Cost of sales from operations consist primarily of cost of vault cash, service costs, processing costs, and armored car service costs. Costs of sales decreased approximately $319,000, or 8.6%, to $3.4 million during the three months ended June 30, 2010 compared to $3.7 million in the same period in 2009. Costs of sales increased approximately $393,000, or 5.4%, to $7.7 million during the first six months of 2010 as compared to $7.3 million in the first six months of 2009. The reasons for the changes between the three and six month periods ended June 30, 2010 and June 30, 2009 are described below.

Our cost of vault cash increased by $10,000, or 2.0%, to $517,000 during the three months ended June 30, 2010 from $507,000 in the same period of 2009. This increase was the result of the following factors. First, the number of ATMs which we provide cash for increased by 1.5% from 2,186 in June 2009 to 2,218 in June 2010. Second, the average amount of vault cash used in the second quarter of 2010 increased by 2.9%, to $42.3 million from $41.1 million during the second quarter of 2009. The interest rate on our vault cash facility remained constant at 2.75% between June 30, 2009 and June 30, 2010.

Our cost of vault cash increased by $58,000, or 6.0%, to approximately $1.0 million during the first six months of 2010 from $972,000 in the first six months of 2009. The average amount of vault cash we utilized for ATMs we supply cash to increased $2.9 million, or 7.2%, to $43.9 million for the first six months of 2010 from $41.0 million for the first six months of 2009.

Maintenance and third party service costs decreased $22,000, or 2.7%, to $805,000 in the three months ended June 30, 2010 compared to $827,000 in the same period of 2009.

Maintenance and third party service costs decreased $45,000, or 2.6%, to approximately $1.6 million in the first six months of 2010 compared to $1.7 million in the first six months of 2009. This reduction is the result of improvements in coordination with our third party service vendors combined with improved communication directly with our clients by our customer and technical services teams. We restructured our process to determine the cause of mechanical and/or operating issues while on the phone with our customers which reduces repeated service visits to machines.

Processing fees increased $20,000, or 3.2%, to $647,000, in the three months ended June 30, 2010 compared to $627,000 in the same period of 2009. The increase is due to a change in fees being assessed by MasterCard. Processing fees decreased by $242,000, or 18.1%, in the six month period ending June 30, 2010 compared to the same period in 2009. This decrease is the result of a credit from a processor for overcharges and lower fees due to lower transaction volume.

Armored car costs increased $57,000, or 8.5%, to $728,000 in the three months ended June 30, 2010 from $671,000 in the same period of 2009. This increase is attributable to an increase in the number of ATMs for which we supply the cash and additional costs associated with our vendor Mount Vernon Money Center Corp. discontinuing its operations.

The cost of machine sales decreased $371,000, or 74.5%, to $127,000 in the three months ended June 30, 2010 compared to $498,000 in the same period of 2009. This decrease is due to fewer sales between the second quarter of 2009 and the second quarter of 2010. Machine sale cost increased $739,000, or 94.4%, to $1.5 million in the first six months of 2010 from $783,000 in the first six months of 2009 due to hardware sales to several large customers in 2010 compared to 2009 during which customers were hesitant to make large capital outlays.

Gross Profit (in thousands, except for percentages)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010		2009		% Change		2010		2009		% Change

Gross profit	$	3,693	$	3,579		3.7	$	7,005	$	7,236		(3.2	)

During the three months ended June 30, 2010, gross profit was $3.6 million compared to $3.6 million in the same period of 2009. During the first six months of 2010, we generated $7.0 million of gross profit compared to $7.2 million in the first six months of 2009. The reasons for the decreases have been discussed above in sales and costs.

Selling, General, and Administrative Expenses (in thousands, except for percentages)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010		2009		% Change		2010		2009		% Change

Selling, general and administrative	$	2,816	$	2,707		4.0	$	5,401	$	5,517		(2.1	)

Selling, general and administrative expense increased by $109,000, or 4.0%, to $2.8 million in the three months ended June 30, 2010 from $2.7 million in the corresponding period of 2009. Selling, general and administrative expense as a percent of net sales increased to 38.9% in the second quarter of 2010 from 37.1% in the second quarter of 2009.

Selling, general and administrative expense decreased by $116,000, or 2.1%, to approximately $5.4 million in the first six months of 2010 from approximately $5.5 million in the first six months of 2009. Selling, general and administrative expense as a percent of net sales decreased to 36.3% in the first six months of 2010 from 37.9% in the first six months of 2009.

Payroll related costs decreased by $47,000, or 3.1%, to $1.5 million for the three months ended June 30, 2010 compared to $1.6 million in the same period in 2009. Payroll related costs decreased by $226,000, or 7.2%, to $2.9 million in the first six months of 2010 from $3.1 million in the first six months of 2009. This decrease is primarily attributable to reductions in bonus, commission and temporary labor costs.

While we have seen increases in marketing, travel and entertainment, and bad debt reserves of approximately $99,000 combined between the three months ended June 30, 2010 and the corresponding period of 2009, these increases have been offset by decreases in telephone, insurance, bank fees, legal, accounting, and professional services of approximately $121,000.

We also experienced decreases in repairs and maintenance, telephone, insurance, bank fees and professional services totaling approximately $230,000 in the first six months of 2010 compared to the corresponding period of 2009. These reductions have been offset by a combined increase of approximately $264,000 of costs related to rent, licenses and fees, travel and entertainment, marketing and bad debt reserves in the first six months of 2010 compared to the corresponding period of 2009.

Operating Income (in thousands, except for percentages)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010		2009		% Change		2010		2009		% Change

Operating income	$	877	$	872		0.6	$	1,604	$	1,719		(6.7	)

During the three months ended June 30, 2010, operating income was $877,000, compared to $872,000 earned in the corresponding period of 2009. During the first six months of 2010, we generated $1.6 million of operating income compared to $1.7 million in the first six months of 2009.

Depreciation and Amortization (in thousands, except for percentages)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010		2009		% Change		2010		2009		% Change

Depreciation expense	$	311	$	233		33.5	$	633	$	494		28.1
Amortization expense		180		177		1.7		352		339		3.8
Total depreciation and amortization	$	491	$	410		19.8	$	985	$	833		18.3

Depreciation is accounted for in both cost of sales and selling, general and administrative expense. Machine depreciation for ATMs that we own is included in cost of sales while all other depreciation related to furniture fixtures and equipment, computer related assets and automobiles is included in selling, general and administrative expense. Amortization listed above is for intangible assets. We also have amortization related to debt issuance costs, which is accounted for below operating income and included in interest expense.

The increases in the depreciation between the three and six month periods of 2009 and 2010 are primarily due to the addition of full placement ATMs the Company acquired and placed into service.

Interest Expense (in thousands except for percentages)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010		2009		% Change		2010		2009		% Change

Interest expense	$	759	$	735		3.3	$	1,516	$	1,469		3.2
Amortization – debt issuance		560		559		0.2		1,119		1,114		0.5
Total interest expense	$	1,319	$	1,294		1.9	$	2,635	$	2,583		2.0

Interest expense for the three months ended June 30, 2010 increased by $24,000, or 3.3%, to $759,000 from $735,000 reported in the corresponding period of 2009. Interest expense for the first six months of 2010 increased by $47,000, or 3.2%, compared to the corresponding period in 2009. These increases were due to additional accruals related to the terms of our loan agreements.

Amortization of debt issuance costs remained constant for the three and six month periods of 2010 compared to the same periods in 2009.

In the event that we refinance all or a portion of our existing debt, we would expect to accelerate all or a portion of the debt issuance cost which is currently being amortized on a monthly basis over the term of the existing facility. As of June 30, 2010, the unamortized balance was approximately $1.6 million. This balance would be accelerated in whole, or in part, and accounted for as a non-cash expense in the quarterly reporting period in which any such refinancing occurs.

Gain/Loss on Warrant Value

Effective January 1, 2009, we adopted new accounting guidance that can affect the accounting for warrants and many convertible instruments with provisions that protect holders from a decline in the stock price. Protection provisions reduce the exercise price of a warrant or convertible instrument if the issuer either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price. We evaluated and determined that outstanding warrants to acquire our stock contain provisions that protect holders from declines in the stock price and as a result, recognized these warrants as liabilities at their respective fair values on each reporting date. For a complete description of the loss on warrant value, see our consolidated financial statements contained elsewhere in this report.

The table below provides a reconciliation of the beginning and ending balances for our warrant liability and increase in fair value using significant unobservable inputs (Level 3) as of June 30, 2010 (in thousands).

Balance as of December 31, 2009	$	6,747
Increase in fair value of warrants		(2,342	)
Balance as of June 30, 2010	$	4,405

Net Income (loss) (in thousands, except for percentages)

	Three Months Ended June 30,							Six Months Ended June 30,
	2010		2009			% Change		2010		2009			% Change

Net income (loss)	$	2,048	$	(3,232	)		163.4	$	1,332	$	(3,829	)		134.8

We recognized net income of approximately $2.0 million for the three months ended June 30, 2010 compared to a net loss of $3.2 million for the same period of 2009. This $5.2 million, or 163.4%, change was created by a $5.4 million change in the gain/loss in warrant value between the periods.

We recognized net income of approximately $1.3 million for the first six months of 2010 compared to a net loss of $3.8 million for the first six months of 2009. This $5.1 million, or 134.8%, improvement occurred as a result of a $5.3 million change in the gain/loss in warrant value between the first six months of 2010 compared to the same period in 2009.

Provision for Income Taxes

We have recorded no benefit from our losses for the second quarter of 2010 and 2009 because we are uncertain that we will be able to realize the benefit of our net operating loss carryforwards and future deductible amounts.

Liquidity and Capital Resources

Our principal ongoing funding requirements are for working capital to finance operations, make debt payments, and fund capital expenditures. We believe that our liquidity and capital resources are adequate for our currently anticipated needs over the next twelve months. As explained below, we will need to extend or refinance our existing secured lending facility prior to April 2011.

Net cash provided by operating activities during the six months ended June 30, 2010 was $1.5 million compared to $3.0 million during the six months ended June 30, 2009. The principal difference between the periods was the impact of $1.2 million of restricted cash being released to operating cash in 2009 without a comparable event in 2010.

Net cash used in investing activities during the six months ended June 30, 2010 was $969,000 compared to $1.1 million in the six months ended June 30, 2009. Both related to capital expenditures for ATMs and equipment.

Net cash used for financing activities was $950,000 during the six months ended June 30, 2010 and consisted of the repayment of term loans. Net cash used during the six months ended June 30, 2009 was $476,000 and was also for the repayment of term loans.

We had cash and cash equivalents of approximately $5.4 million at June 30, 2010 compared to $5.8 million at December 31, 2009.

At June 30, 2010 and 2009, we had net working capital deficits of $11.4 and $1.9 million, respectively.

On April 18, 2008, we borrowed $11.0 million pursuant to the Lampe Loan Facility. Under the lending facility, interest accrues at 13% per annum, payable semiannually, comes due in April 2011, and is collateralized by substantially all of our assets and the assets of our subsidiaries. We have had continued discussions with our current lenders and potential replacement lenders regarding the refinancing of all or a portion of the Lampe Loan Facility and our other outstanding term loans for more favorable economic terms. There can be no assurance that any such refinancings will be completed. For a more complete description of indebtedness, please see Note 4 of our notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Off-Balance Sheet Arrangements

As of June 30, 2010, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates as of June 30, 2010 are consistent with those discussed in our Annual Report on Form 10-K for the year ended December 31, 2009.

New Accounting Standards

See Note 2 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 for a discussion of recent accounting pronouncements.

ITEM 4T.

CONTROLS AND PROCEDURES

As of June 30, 2010, we carried out the evaluation of the effectiveness of our disclosure controls and procedures required by Rule 13a-15(e) under the Exchange Act under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2010, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting identified in connection with this evaluation that occurred during our fiscal quarter ended June 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 6.

EXHIBITS

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACCESS TO MONEY, INC.

Date: August 12, 2010	By:	/s/ Michael J. Dolan
		Michael J. Dolan
		Chief Financial Officer