UNIVERSAL MONEY CENTERS INC

listed = True...selling their shares because of the lack of an active trading market and because of disproportionately high brokerage costs. Because of UMC's small size and lack of significant public float, our Common Stock has not been listed on a national stock exchange or traded on the Nasdaq stock market for many years. The trading volume in our stock has been, and continues to be, very limited. UMC is not aware of any trades of Common Stock on the OTC Bulletin Board between January 1, 2002 and July 23, 2003. The Pink Sheets, LLC reported to UMC that there had been no trades in the "pink sheets" in the first six months of 20...

listed = True...selling their shares because of the lack of an active trading market and because of disproportionately high brokerage costs. Because of UMC's small size and lack of significant public float, our Common Stock has not been listed on a national stock exchange or traded on the Nasdaq stock market for many years. The trading volume in our stock has been, and continues to be, very limited. UMC is not aware of any trades of Common Stock on the OTC Bulletin Board between January 1, 2002 and July 23, 2003. The Pink Sheets, LLC reported to UMC that there had been no trades in the "pink sheets" in the first six months of 20...

listed = True...selling their shares because of the lack of an active trading market and because of disproportionately high brokerage costs. Because of UMC's small size and lack of significant public float, our Common Stock has not been listed on a national stock exchange or traded on the Nasdaq stock market for many years. The trading volume in our stock has been, and continues to be, very limited. UMC is not aware of any trades of Common Stock on the OTC Bulletin Board between January 1, 2002 and July 23, 2003. The Pink Sheets, LLC reported to UMC that there had been no trades in the "pink sheets" in the first six months of 20...

listed = True...selling their shares because of the lack of an active trading market and because of disproportionately high brokerage costs. Because of UMC's small size and lack of significant public float, our Common Stock has not been listed on a national stock exchange or traded on the Nasdaq stock market for many years. The trading volume in our stock has been, and continues to be, very limited. UMC is not aware of any trades of Common Stock on the OTC Bulletin Board between January 1, 2002 and July 23, 2003. The Pink Sheets, LLC reported to UMC that there had been no trades in the "pink sheets" in the first six months of 20...

mechanism = NAV...han a true measure of value, but the board did determine that net book value in this case was a fair approximation of net asset value. The board took into account that net book value had further declined since April 30, 2003. The board noted that the cash-out price exceeded the net book value and net asset value per share of UMC. o Going Concern Value. The board did not determine a specific going concern value for UMC. The board did review UMC's net asset value, recent losses and limited liquidity and concluded that its going concern value would not exceed the cash-out price. The board reviewed the results of operations of UMC for the previous three years...

mechanism = NAV...han a true measure of value, but the board did determine that net book value in this case was a fair approximation of net asset value. The board took into account that net book value had further declined since April 30, 2003. The board noted that the cash-out price exceeded the net book value and net asset value per share of UMC. o Going Concern Value. The board did not determine a specific going concern value for UMC. The board did review UMC's net asset value, recent losses and limited liquidity and concluded that its going concern value would not exceed the cash-out price. The board reviewed the results of operations of UMC for the previous three years...

mechanism = NAV...han a true measure of value, but the board did determine that net book value in this case was a fair approximation of net asset value. The board took into account that net book value had further declined since April 30, 2003. The board noted that the cash-out price exceeded the net book value and net asset value per share of UMC. o Going Concern Value. The board did not determine a specific going concern value for UMC. The board did review UMC's net asset value, recent losses and limited liquidity and concluded that its going concern value would not exceed the cash-out price. The board reviewed the results of operations of UMC for the previous three years...

mechanism = NAV...han a true measure of value, but the board did determine that net book value in this case was a fair approximation of net asset value. The board took into account that net book value had further declined since April 30, 2003. The board noted that the cash-out price exceeded the net book value and net asset value per share of UMC. o Going Concern Value. The board did not determine a specific going concern value for UMC. The board did review UMC's net asset value, recent losses and limited liquidity and concluded that its going concern value would not exceed the cash-out price. The board reviewed the results of operations of UMC for the previous three years...

threshold = 250...of shareholders from approximately 1430 to approximately 240 and de-registering our Common Stock under the Exchange Act; o eliminate the expense and burden of dealing with a large number of shareholders holding small positions in UMC's stock; and o give shareholders who own fewer than 250 shares of UMC immediately prior to the reverse stock split the opportunity to liquidate their shares of Common Stock at a fair price. Fairness of the Transaction (Page 8). o The board of directors of UMC believes that the Transaction, including the price per share of Common Stock to be paid to fractional holders, is fair to UMC and its sharehol...

threshold = 250...mber of shareholders from approximately 1430 to approximately 240 and de-registering our Common Stock under the Exchange Act; o eliminate the expense and burden of dealing with a large number of shareholders holding small positions in UMC's stock; o give shareholders who own fewer than 250 shares of Common Stock immediately prior to the reverse stock split the opportunity to liquidate their shares of Common Stock at a fair price; and o cause minimal disruption to shareholders owning 250 or more shares of Common Stock. What is the reason for the two-step structure of the Transaction? (Page 7) The reason for the reverse stock split...

threshold = 250...mber of shareholders from approximately 1430 to approximately 240 and de-registering our Common Stock under the Exchange Act; o eliminate the expense and burden of dealing with a large number of shareholders holding small positions in UMC's stock; o give shareholders who own fewer than 250 shares of Common Stock immediately prior to the reverse stock split the opportunity to liquidate their shares of Common Stock at a fair price; and o cause minimal disruption to shareholders owning 250 or more shares of Common Stock. "--Special Factors--Fairness of the Transaction--Factors Considered in Determining Whether to Terminate Registrat...

threshold = 250...mber of shareholders from approximately 1430 to approximately 240 and de-registering our Common Stock under the Exchange Act; o eliminate the expense and burden of dealing with a large number of shareholders holding small positions in UMC's stock; o give shareholders who own fewer than 250 shares of Common Stock immediately prior to the reverse stock split the opportunity to liquidate their shares of Common Stock at a fair price; and o cause minimal disruption to shareholders owning 250 or more shares of Common Stock. "--Special Factors--Fairness of the Transaction--Factors Considered in Determining Whether to Terminate Registrat...

txn_type = CONSOLIDATION...Hecker LLP, 2600 Grand Blvd, 12th Floor, Kansas City, Missouri 64108, on ________, 2003 at 10:00 a.m., Central time, for the following purposes: 1. To consider and act upon a proposal to amend the corporation's Articles of Incorporation to effect a 1-for-250 reverse stock split followed immediately by a 250-for-1 forward stock split of the corporation's outstanding common stock (the "Transaction"). As a result of the Transaction, (a) each share of the corporation's common stock held by a shareholder owning fewer than 250 shares immediately before the effective time of the reverse stock split will be converted i...

txn_type = CONSOLIDATION...Hecker LLP, 2600 Grand Blvd, 12th Floor, Kansas City, Missouri 64108, on ________, 2003 at 10:00 a.m., Central time, for the following purposes: 1. To consider and act upon a proposal to amend the corporation's Articles of Incorporation to effect a 1-for-250 reverse stock split followed immediately by a 250-for-1 forward stock split of the corporation's outstanding common stock (the "Transaction"). As a result of the Transaction, (a) each share of the corporation's common stock held by a shareholder owning fewer than 250 shares immediately before the effective time of the reverse stock split will be converted i...

txn_type = CONSOLIDATION...Hecker LLP, 2600 Grand Blvd, 12th Floor, Kansas City, Missouri 64108, on ________, 2003 at 10:00 a.m., Central time, for the following purposes: 1. To consider and act upon a proposal to amend the corporation's Articles of Incorporation to effect a 1-for-250 reverse stock split followed immediately by a 250-for-1 forward stock split of the corporation's outstanding common stock (the "Transaction"). As a result of the Transaction, (a) each share of the corporation's common stock held by a shareholder owning fewer than 250 shares immediately before the effective time of the reverse stock split will be converted i...

txn_type = CONSOLIDATION...cker LLP, 2600 Grand Blvd, 12th Floor, Kansas City, Missouri 64108, on December 11, 2003 at 10:00 a.m., Central time, for the following purposes: 1. To consider and act upon a proposal to amend the corporation's Articles of Incorporation to effect a 1-for-250 reverse stock split followed immediately by a 250-for-1 forward stock split of the corporation's outstanding common stock (the "Transaction"). As a result of the Transaction, (a) each share of the corporation's common stock held by a shareholder owning fewer than 250 shares immediately before the effective time of the reverse stock split will be converted i...