Filed pursuant to Rule 424(b)(3)

Registration No. 333-131199

PROSPECTUS

Cardtronics, Inc.

Offer to Exchange up to

$200,000,000 of 9.250% Senior Subordinated Notes due 2013

for

$200,000,000 of 9.250% Senior Subordinated Notes due 2013

that have been Registered under the Securities Act of 1933

Terms of the Exchange Offer

Terms of the New 9.250% Senior Notes Offered in the Exchange Offer

Maturity

Interest

Redemption

Change of Control

Ranking

Guarantees

      Please read “Risk Factors” on page 9 for a discussion of factors you should consider before participating in the exchange offer.

     These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

     Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. You may not participate in the exchange offer if you are a broker-dealer that acquired outstanding notes directly from us. Broker-dealers who acquired the old notes directly from us in the initial offering must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in connection with secondary resales and cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in Exxon Capital Holding Corp., SEC No-Action Letter (available May 13, 1988) or interpretive letters to similar effect. See “Plan of Distribution.”

The date of this prospectus is September 20, 2006.

     This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment decision, you should rely only on the information contained in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus, or the documents incorporated by reference into this prospectus, is accurate as of any date other than the date on the front cover of this prospectus or the date of such document, as the case may be.

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA

      In this prospectus, we rely on and refer to information and statistics regarding economic trends and conditions and other data pertaining to the ATM industry. We have obtained this data from our own research, surveys and studies conducted by third parties such as Dove Consulting Group, Inc., industry or other publications, such as ATM&Debit News, the UK Payment Statistics publication from APACS, and other publicly available sources. We believe that our sources of information and estimates are reliable and accurate, but we have not independently verified them. Our statements about the ATM industry generally, the number and type of ATMs in various markets, and the size and operations of our competitors in this prospectus are based on our management’s belief, this statistical data, internal studies and our knowledge of industry trends.

FORWARD-LOOKING STATEMENTS

      This prospectus contains “forward-looking statements.” Forward-looking statements include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include statements regarding: proposed new programs; expectations that regulatory developments or other matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning

projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward-looking statements.

      You should not read forward-looking statements as a guarantee of future performance or results. They will not necessarily be accurate indications of the times at or by which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to reliance on third parties for cash management services; increased regulation and regulatory uncertainty; trends in ATM usage; decreases in the number of ATMs we can place with our top merchants; increased industry competition; our ability to continue to execute our growth strategies; risks associated with the acquisition of other ATM networks; changes in interest rates; declines in, or system failures that interrupt or delay, ATM transactions; changes in the ATM transaction fees we receive; changes in ATM technology; changes in foreign currency rates; general and economic conditions; and other factors discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

      Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, you should draw no inference that we will make additional updates with respect to those or other forward-looking statements.

Exchange Offer		We are offering to exchange new notes for outstanding notes.
Expiration Date		The exchange offer will expire at 12:00 a.m. midnight, New York City time, on October 18, 2006, unless we decide to extend it.
Condition to the Exchange Offer		The registration rights agreement does not require us to accept outstanding notes for exchange if the exchange offer or the making of any exchange by a holder of the outstanding notes would violate any applicable law or interpretation of the staff of the SEC. A minimum aggregate principal amount of outstanding notes being tendered is not a condition to the exchange offer. In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not complied with the procedures for tendering outstanding notes. Please read “Exchange Offer — Conditions to the Exchange Offer.”
Procedures for Tendering Outstanding Notes		To participate in the exchange offer, you must follow the procedures established by The Depository Trust Company, which we call “DTC,” for tendering notes held in book-entry form. These procedures, which we call “ATOP,” require that the exchange agent receive, prior to the expiration date of the exchange offer, a computer generated message known as an “agent’s message” that is transmitted through DTC’s automated tender offer program and that DTC confirm that:
		• DTC has received your instructions to exchange your notes; and
		• you agree to be bound by the terms of the letter of transmittal.
		For more details, please refer to the sections of this prospectus entitled “Exchange Offer — Terms of the Exchange Offer” and “— Procedures for Tendering.”
Guaranteed Delivery Procedures		None.
Withdrawal of Tenders		You may withdraw your tender of outstanding notes at any time prior to the expiration date. To withdraw, you must submit a notice of withdrawal to exchange agent using ATOP procedures before 12:00 a.m. midnight, New York City time, on the expiration date of the exchange offer. Please read “Exchange Offer — Withdrawal of Tenders.”
Acceptance of Outstanding Notes and Delivery of New Notes		If you fulfill all conditions required for proper acceptance of outstanding notes, we will accept any and all outstanding notes

		that you properly tender in the exchange offer on or before 12:00 a.m. midnight, New York City time, on the expiration date. We will return any outstanding note that we do not accept for exchange to you without expense promptly following the expiration or termination of the exchange offer. We will deliver the new notes promptly after the expiration date and acceptance of the outstanding notes for exchange. Please refer to the section in this prospectus entitled “Exchange Offer — Terms of the Exchange Offer.”
Fees and Expenses		We will bear all expenses related to the exchange offer. Please refer to the section in this prospectus entitled “Exchange Offer — Fees and Expenses.”
Use of Proceeds		The issuance of the new notes will not provide us with any new proceeds. We are making this exchange offer solely to satisfy our obligations under our registration rights agreement.
Consequences of Failure to Exchange Outstanding Notes		If you do not exchange your outstanding notes in this exchange offer, you will no longer be able to require us to register the outstanding notes under the Securities Act except in the limited circumstances provided under our registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the outstanding notes unless we have registered the outstanding notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.
U.S. Federal Income Tax Considerations		The exchange of new notes for outstanding notes in the exchange offer should not be a taxable event for U.S. federal income tax purposes. Please read “Federal Income Tax Considerations.”
Exchange Agent		We have appointed Wells Fargo Bank, National Association as exchange agent for the exchange offer. You should direct questions and requests for assistance and requests for additional copies of this prospectus (including the letter of transmittal) to the exchange agent addressed as follows: Wells Fargo Bank, National Association, Attention: Corporate Trust Operations, Sixth and Marquette, MAC N9303-121, Minneapolis, MN 55479. Eligible institutions may make requests by facsimile at (612) 667-4927.

Issuer		Cardtronics, Inc.
Notes Offered		$200.0 million aggregate principal amount of 91/4% Senior Subordinated Notes due 2013 (the “notes”).
Maturity		The notes will mature on August 15, 2013.
Interest		Interest on the notes will accrue at the rate of 91/4% per annum. Interest on the notes will be payable semi-annually, in cash, in arrears on February 15 and August 15 of each year, commencing on February 15, 2006.
Guarantees		All payments on the notes, including principal and interest, will be jointly and severally guaranteed on a senior subordinated basis by all of our existing domestic subsidiaries and certain of our future subsidiaries. See “Description of the New Notes — Guarantees.”
Ranking		The notes and the guarantees will be unsecured senior subordinated obligations and will rank:
		• junior in right of payment to all of our and our subsidiary guarantors’ existing and future senior indebtedness, including borrowings under our bank credit facilities and guarantees of those borrowings and the notes and guarantees are effectively subordinated to all of our secured debt;
		• equally in right of payment with any of our and our subsidiary guarantors’ future senior subordinated indebtedness; and
		• senior in right of payment to any of our and our subsidiary guarantors’ future indebtedness that is expressly subordinated in right of payment to the notes.
		As of June 30, 2006, approximately $45.6 million of indebtedness would have ranked senior in right of payment to the notes. As of the date of this prospectus, our subsidiary guarantors had no debt outstanding other than the guarantees of the notes and guarantees of borrowings under our bank credit facilities, which totaled approximately $45.6 million as of June 30, 2006.
Optional Redemption		We may redeem some or all of the notes on or after August 15, 2009 at the redemption prices set forth in this prospectus. At any time prior to August 15, 2009, we may redeem the notes, in whole or in part, at a price equal to 100% of their outstanding principal

		amount plus the make-whole premium described under “Description of the New Notes — Optional Redemption.”
		In addition, we may redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 109.250% using the proceeds of certain equity offerings completed on or before August 15, 2008. We may make this redemption only if, after the redemption, at least 65% of the aggregate principal amount of the notes originally issued remains outstanding.
Change of Control		If we sell substantially all of our assets or experience specific kinds of changes of control, we must offer to repurchase the notes at a price in cash equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
Certain Covenants		The indenture governing the notes contains covenants that, among other things, limit our ability and the ability of our subsidiaries to:
		• incur or guarantee additional indebtedness;
		• incur senior subordinated debt;
		• make certain restricted payments;
		• consolidate or merge with or into other companies;
		• conduct asset sales;
		• restrict dividends or other payments to us;
		• engage in transactions with affiliates or related persons;
		• create liens;
		• redeem or repurchase capital stock; and
		• issue and sell preferred stock in restricted subsidiaries.
		These limitations will be subject to a number of important qualifications and exceptions. See “Description of the New Notes — Certain Covenants.”
Absence of a Public Market		The new notes generally will be freely transferable; however, there can be no assurance as to the development or liquidity of any market for the new notes.

		Six Months
		Ended
		June 30,				Years Ended December 31,
		2006		2005		2005		2004		2003		2002		2001
Ratio of earnings to fixed charges(1)(2)		—		1.1x		—		1.5x		1.3x		—		—

(1)	For purposes of determining the ratio of earnings to fixed charges, earnings are defined as our income from operations before income taxes and fixed charges (excluding the effects of any preferred stock dividends and related accretion expense). Fixed charges consist of interest expense on all indebtedness, amortization of debt issuance costs, the interest portion of lease payments, and preferred stock dividends and accretion expense. Earnings were insufficient to cover fixed charges by approximately $3.6 million for the six months ended June 30, 2006, $5.7 million for the year ended December 31, 2005, $2.7 million for the year ended December 31, 2002, and $4.1 million for the year ended December 31, 2001. The pro forma effect of the refinancing of our existing term loans with the senior subordinated notes did not change our historical ratio of earnings to fixed charges for the year ended December 31, 2005 by more than 10 percent. Accordingly, no pro forma ratio has been presented herein.
(2)	The ratio of earnings to fixed charges calculations exclude costs incurred with respect to our vault cash rental obligations as such costs are not considered to be fixed charges for purposes of computing such ratios. Such costs totaled approximately $10.2 million and $6.3 million for the six months ended June 30, 2006 and 2005, respectively, and approximately $15.7 million, $10.2 million, $5.5 million, $2.7 million and $1.2 million for the years ended December 31, 2005, 2004, 2003, 2002 and 2001, respectively.

RISK FACTORS

      Before making an investment decision with respect to the exchange offer you should carefully consider the following risks, as well as the other information contained in this prospectus memorandum, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The risks described below are those which we believe are the material risks we face as well as risks related to the exchange offer.

Risks Related to Our Business

      With its initial roots in the banking industry, the ATM industry has always been regulated, if not by individual states, by the rules and regulations of the federal Electronic Funds Transfer Act, which establishes the rights, liabilities and responsibilities of participants in electronic funds transfer systems. The vast majority of states have few, if any, licensing requirements. However, recent media publicity on the use of electronic devices to steal ATM card information, or skimming devices, at ATMs has resulted in several states, including California, New Jersey and New York, introducing legislation regulating the deployment and operation of ATMs. In these three states no final legislation has been passed. If additional regulatory legislation is passed in these or other states, we could be required to make substantial expenditures which would reduce our net income.

      As off-premise ATMs became more prevalent in the 1990s, a few states (most notably Iowa) were slow to change their existing laws that prohibited surcharge fees in connection with ATM transactions. However, by the late 1990s, 49 states permitted surcharge fees, with Iowa being the lone exception. In 2002, a federal court, relying upon the federal preemption doctrine, and citing federal banking laws, overturned Iowa’s law that prohibited ATM surcharge fees. Despite the nationwide acceptance of surcharge fees at ATMs, a few consumer activists (most notably in California) have from time to time attempted to impose local bans on surcharge fees. Even in the few instances where these efforts have passed the local governing body (such as with an ordinance adopted by the city of Santa Monica, California), federal courts have overturned these local laws on federal preemption grounds. However, such efforts may resurface and, should the federal courts abandon their adherence to the federal preemption doctrine, such efforts could receive more favorable consideration than in the past. Any successful legislation banning or limiting surcharge fees could result in a substantial loss of revenues and significantly curtail our ability to continue our operations as currently configured.

      In the United Kingdom, the Treasury Select Committee of the House of Commons published a report regarding surcharges in the ATM industry in March 2005. This committee was formed to investigate public concerns regarding the ATM industry, including adequacy of disclosure to ATM customers regarding surcharges, whether ATM providers should be required to provide free services in low-income areas and whether to limit the level of surcharges. The committee’s report included a number of recommendations, including a recommendation to Parliament that ATMs should be subject to the Banking Code, which is a voluntary code of practice adopted by all financial institutions in the United Kingdom (“U.K.”). The U.K. government has yet to signal its acceptance of the Committee’s report, and there is no certainty that such report will be accepted. Should the report be accepted, the main impact of the Banking Code will be that ATM operators will be required to provide 30 days’ notice to the public prior to converting a surcharge-free ATM to one which charges surcharges. As of June 30, 2006, we had approximately 80 surcharge-free ATMs operating throughout the U.K. If the legislature or another body with regulatory authority in the United Kingdom were to impose limits on the level of surcharges for ATM transactions, our revenue from operations in the U.K. would be negatively impacted.

      Transaction fees charged to cardholders and their financial institutions for transactions processed on our ATMs, including surcharge and interchange transaction fees, have historically accounted for most of our revenues. We expect that revenues from ATM transaction fees will continue to account for a substantial majority of our revenues for the foreseeable future. Consequently, our future operating results will depend on (1) the continued market acceptance of our services in our target markets, (2) maintaining the level of transaction fees we receive, (3) our ability to install, acquire and operate more ATMs and (4) continued usage of our ATMs by cardholders. For example, increased acceptance of credit and debit cards by merchants and service providers, or any loss of confidence by the consuming public in the safety and security of ATM transactions, could result in decreased usage of our ATMs. In addition, it is possible that alternative technologies to our ATM services will be developed and implemented. If such alternatives are successful, we will likely experience a decline in the usage of our ATMs. Moreover, surcharge fees are set by negotiation between us and our merchant partners, and could change over time. Further, growth in surcharge-free ATM networks and widespread consumer bias toward such networks could adversely affect our revenue even though we receive fees from our participation in surcharge-free networks. We cannot assure you that surcharge fees will not decline in the future. Accordingly, a decline in usage of our ATMs by ATM cardholders or in the levels of fees received by us in connection with such usage would have a negative impact on our revenues and would limit our businesses future growth.

      For the six months ended June 30, 2006 and for the year ended December 31, 2005, and on a pro forma basis giving effect to our Bank Machine acquisition, we derived approximately 19% and 18%, respectfully, of our total revenues from ATMs placed at the locations of our five largest merchants. We expect to continue to depend upon a relatively small number of merchants for a significant percentage of our revenues. The loss of any of our largest merchants, or a decision by any one of them to reduce the number of our ATMs placed in their locations, would decrease our revenues. These merchants may elect not to renew their contracts when they expire. Currently, these contracts have expiration dates as follows (in order of significance): January 31, 2012; April 30, 2010; December 31, 2014; December 31, 2013; and December 31, 2013. Even if such contracts are renewed, the renewal terms may be less favorable to us than the current contracts. If any of our five largest merchants fail to renew their contracts upon expiration, or if the renewal terms with any of them are less favorable to us than under our current contracts, this could result in a decline in our revenues and gross profits.

      In February 2005, Winn-Dixie, one of our major merchant customers, filed for bankruptcy protection. For the year ended December 31, 2005, Winn-Dixie accounted for approximately 2.0% of our total ATM operating revenues and 1.2% of our total ATM operating gross profits. As part of its bankruptcy restructuring efforts, Winn-Dixie has closed or sold approximately 360 of its existing stores during the past year, 340 of which included our ATMs. Accordingly, we have deinstalled the ATMs that were operating in those locations, leaving us with approximately 500 remaining ATM operating locations as of June 30, 2006.

      If our existing agreement with Winn-Dixie is terminated as a result of the bankruptcy proceedings and a new agreement is either (i) not entered into, or (ii) entered into with less favorable economic terms and conditions, our future revenues and gross profits may decline and we may be required to record an impairment charge related to the tangible and intangible assets associated with the Winn-Dixie agreement. As of June 30, 2006, the carrying amount of the tangible and intangible assets associated with the Winn-Dixie contract totaled approximately $3.2 million. Additionally, we have approximately $0.7 million in future contractual operating lease payments associated with many of the ATMs that are still operating within the remaining Winn-Dixie store locations.

      The ATM business is and can be expected to remain highly competitive. While our principal competition in the United States comes from national and regional financial institutions, we also compete with other independent ATM companies. Several of our competitors, namely national financial institutions, are larger, more established and have greater financial and other resources than we do. Our competitors could prevent us from obtaining or maintaining desirable locations for our ATMs, cause us to reduce the surcharge revenue generated by transactions at our ATMs or cause us to pay higher merchant fees, thereby reducing our profits. In addition to our current competitors, additional competitors may enter the market. We can offer no assurance that we will be able to compete effectively against these current and future competitors. Increased competition could result in transaction fee reductions, reduced gross margins and loss of market share.

      In the U.K., we face competition from several companies with operations larger than our own. Many of these competitors have financial and other resources substantially greater than our United Kingdom subsidiary. These companies may be able to pay more for acquisitions and may be able to better define, evaluate, and bid for available acquisition targets in the United Kingdom or elsewhere. Our ability to expand our business to other areas of the U.K. in the future will depend upon our ability to successfully conduct operations, evaluate and select suitable acquisitions, and consummate transactions in this competitive environment.

      Our acquisitions involve certain inherent risks to our business, including the following:

      Since May 2001, we have acquired 13 ATM networks and one surcharge-free ATM network. Prior to our E*TRADE Access acquisition, we had acquired only the assets of deployed ATM networks, rather than businesses and their related infrastructure. We currently anticipate that our future acquisitions will likely reflect a mix of asset acquisitions and acquisitions of businesses, with each acquisition having its own set of unique characteristics. To the extent that we elect to acquire an existing company or the operations, technology and personnel of another ATM provider, we may assume some or all of the liabilities associated with the acquired company and face new and added challenges integrating such acquisition into our operations.

      Our recent growth, particularly because of the size of our E*TRADE Access and Bank Machine acquisitions, and any future growth may strain our management systems, information systems and resources. We will need to continue to invest in and improve our financial and managerial controls, reporting systems and procedures as we continue to grow and expand our business. As we grow, we must also continue to hire, train, supervise and manage new employees. We may not be able to hire, train, supervise and manage sufficient personnel or develop management and operating systems to manage our expansion effectively.

      In addition, our Bank Machine and CCS Mexico acquisitions created, and any future acquisition of ATMs located outside the United States will create, additional risks for us to manage, including, exposure to foreign currency fluctuations, difficulties in complying with foreign laws and regulations, staffing and managing foreign operations and potentially adverse tax consequences.

      Any inability on our part to manage effectively our past or future growth could limit our ability to successfully grow the revenue and profitability of our business.

      Since May 2001, we have acquired 13 ATM networks. Of the approximately 21,000 ATMs we have acquired since May 2001 and prior to December 31, 2005, approximately 2,100 were acquired after January 2005. As a result, our operating results for the year ended December 31, 2005 do not reflect a full-year’s results for a considerable portion of the ATMs we operated as of December 31, 2005, including the approximately 1,000 ATMs we acquired in our Bank Machine acquisition on May 17, 2005. Accordingly, our historical results may not be indicative of results to be expected in future periods.

      Interest expense under our credit facilities and our vault cash rental expense are sensitive to changes in interest rates, particularly because a substantial majority of our indebtedness earns interest at floating rates and our vault cash rental expense is based on market rates of interest. Vault cash is the cash we use in our machines in cases where cash is not provided by the merchant. We pay rental fees on the average amount outstanding to our vault cash providers in the United States (“U.S.”) and U.K. under a floating rate formula. Recent increases in interest rates in the U.S. have resulted in increases in our interest expense under our credit facility and our vault cash rental expense. Although we currently hedge a substantial portion of our vault cash interest rate risk over the next five years, we may not be able to enter into similar arrangements for similar amounts in the future. Furthermore, we have not currently entered into any derivative financial instruments to hedge our variable interest rate exposure in the U.K. Any significant future increases in interest rates in the U.S. or the U.K. could have a negative impact on our net income, if any, and cash flow by increasing our operating costs and expenses. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Disclosure About Market Risk.”

      Fluctuations in rates between the British Pound and U.S. dollar may impact our financial results from our U.K. operations since we translate our earnings generated in British Pounds into U.S. dollars at the then current exchange rate. In addition, we financed our Bank Machine acquisition with U.S. dollar-denominated borrowings, thus exposing our net investment in the U.K. to foreign currency fluctuations. In February 2006, we acquired a majority stake in CCS Mexico, an independent ATM operator located in Mexico, for approximately $1.0 million in cash consideration. As with our U.K. operations, we translate our earnings generated in Mexican Pesos into U.S. dollars at the exchange rates in effect at the time such amounts are earned. Additionally, our current investment was funded in U.S. dollars, thus exposing such investment to foreign currency fluctuations.

      We currently do not hedge against the risks associated with fluctuations in exchange rates. Although we may use hedging techniques in the future, we may not be able to eliminate or reduce the effects of currency fluctuations. As a result, exchange rate fluctuations could have a negative impact on our net income.

      As of June 30, 2006 approximately 5% of our ATMs are located in the U.K. and contributed approximately 17% of our gross profit for the six months ended June 30, 2006 and approximately 18% of our pro forma gross profit for the year ended December 31, 2005. We expect to continue to expand in the U.K. and potentially into other countries as opportunities arise, as indicated by our purchase of a majority stake in CCS Mexico earlier this year.

      Our international operations are subject to certain inherent risks, including:

      Any of these factors could reduce the profitability and revenues derived from our international operations and international expansion.

      Our ability to provide reliable service largely depends on the efficient and uninterrupted operations of our transaction processors, telecommunications network systems and other service providers. Although our contracts with merchants do not include any guarantees related to network availability problems due to factors beyond our control, any significant interruptions could severely harm our business and reputation and result in a loss of revenue. Additionally, if any such interruption is caused by us, such interruption could result in the loss of the affected merchants or damage our relationships with such merchants. We have not been the cause of any such interruptions in the past. Our systems and operations and those of our transaction processors and our electric funds transfer network and other service providers could be exposed to damage or interruption from fire, natural disaster, unlawful acts, terrorist attacks, power loss, telecommunications failure, unauthorized entry and computer viruses. We cannot be certain that any measures we and our service providers have taken to prevent system failures will be successful or that we will not experience service interruptions. Further, our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur.

      In the U.S., we rely on agreements with Bank of America, N.A. and with Palm Desert National Bank to provide us with all of the cash that we use in approximately 10,750 of our domestic ATMs where cash is not provided by the merchant. In addition, we rely on an agreement with Alliance & Leicester Commercial Bank (“ALCB”) to provide us with all of the cash that we use in approximately 750 of our U.K. ATMs where cash is not provided by the merchant. As of June 30, 2006, the balance of cash held in our domestic ATMs was approximately $360.6 million, over 98% of which was supplied by Bank of America. In the U.K., the balance of cash held in our ATMs as of June 30, 2006 was approximately $83.8 million. We pay a fee for our usage of this cash based on the total amount of vault cash that we are using at any given time. At all times during the use of this cash, it belongs to the cash providers. Under our agreements with Bank of America and ALCB, each provider has the right to demand the return of all or any portion of its cash at any time upon the occurrence of certain events beyond our control, including certain bankruptcy events of us or our subsidiaries, or a breach of the terms of our cash provider agreements. Our current agreement with Bank of America expires on October 1, 2008, subject to automatic one-year renewals. In addition, Bank of America may terminate its agreement with us and demand the return of its cash upon 360 days prior written notice. In the United Kingdom, ALCB may terminate their agreement with us and demand the return of their cash upon 180 days’ written notice.

      In Mexico our current ATM cash is provided by Bansi Bank, (“Bansi”), a regional bank in Mexico. We currently have an agreement with Bansi to supply us with cash of up to U.S. $10.0 million that expires on March 31, 2007. As of June 30, 2006, the balance of cash held in our ATMs was approximately

$21.5 million pesos ($1.9 million U.S.). Upon expiration of this contract we will extend our current contract or negotiate a new contract with Bansi or seek alternate sources for our ATM cash.

      If our cash providers were to demand return of their cash or terminate their arrangements with us and remove their cash from our ATMs, or if they were to fail to provide us with cash as and when we need it for our ATM operations, our ability to operate these ATMs would be jeopardized, and we would need to locate alternative sources of cash in order to operate these ATMs.

      In recent years, there have been reports in the press regarding the use of ATMs to defraud cardholders and their financial institutions. Criminals have been known to attach skimming devices to ATMs in order to copy the encoded personal information on a user’s debit or credit card that the criminal then uses to create counterfeit cards that can be used at ATMs or as credit cards to make unauthorized purchases. Extensive counterfeiting activity could undermine consumer confidence in ATMs, thereby reducing ATM activity and our profit. Although, as of this date, we are not aware of any our ATMs being used for skimming, we cannot guarantee that criminals will not target one or more of our ATMs for skimming operations.

      We rely on electronic funds transfer network providers and have agreements with transaction processors and maintenance providers and have more than one such provider in each of these key areas. These providers enable us to provide card authorization, data capture, settlement and maintenance services to the merchants we serve. Typically, these agreements are for periods of up to two or three years each. If we improperly manage the renewal or replacement of any expiring vendor contract, or if our multiple providers in any one key area failed to provide the services for which we have contracted, and disruption of service to our merchants occurs, our relationship with those merchants could suffer. Further, if such disruption of service is significant, the affected merchants may seek to terminate their agreements with us.

Risks Related to Our Indebtedness, the New Notes and the Exchange Offer

      As of June 30, 2006, we had total outstanding indebtedness of approximately $244.5 million, which represented approximately 88% of our total capitalization based on a total book capitalization of $278.5 million.

      Our substantial indebtedness could have important consequences to you. For example, it could:

      Our interest expense could increase if interest rates increase because a portion of our indebtedness bears interest at floating rates and our vault cash rental expense is computed based on market rates of interest. See “Description of Other Indebtedness-Bank Credit Facilities.” If we do not have sufficient earnings to service our debt, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or sell securities, none of which we can guarantee we will be able to do.

      We will be able to incur significant additional indebtedness in the future. Although the indenture governing the notes and our credit agreement contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. If new debt is added to our anticipated debt levels, the related risks that we now face, including those described above, could intensify.

      We are a holding company with no material assets other than the equity interests of our subsidiaries. Our subsidiaries conduct substantially all of our operations and own substantially all of our assets. Therefore, repayment of our indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the notes limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other inter-company payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes. There are currently no restrictions limiting the ability of our subsidiaries to make cash available to us, either by dividend, debt repayment or otherwise.

      The notes and the guarantees rank behind all of our and the guarantors’ existing and future senior indebtedness. As of June 30, 2006, the notes and the guarantees were subordinated to $45.6 million of senior debt, all of which represented borrowings under our bank credit facility. We are permitted to incur substantial other indebtedness, including senior debt, in the future.

      As a result of this subordination, upon any distribution to creditors of our property or the property of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding, the holders of our senior debt and the holders of the senior debt of the guarantors are entitled to be paid in full in cash before any payment may be made with respect to the notes or the guarantees. In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 consecutive days in the event of specified non-payment defaults on designated senior debt. In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, the indenture relating to the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid instead to holders of senior debt until the holders of senior debt are paid in full. As a result, holders of the notes may not receive all amounts owed to them and may receive less, ratably, than holders of trade payables and other unsubordinated indebtedness.

      Initially none of our foreign subsidiaries is required to guarantee the notes. As a result, holders of the notes will be effectively subordinated to the indebtedness and other liabilities of these subsidiaries, including trade creditors. Therefore, in the event of the insolvency or liquidation of a foreign subsidiary, following payment by that subsidiary of its liabilities, such subsidiary may not have sufficient remaining assets to make payments to us as a shareholder or otherwise. In the event of a default by any such subsidiary under any credit arrangement or other indebtedness, its creditors could accelerate such debt, prior to such subsidiary distributing amounts to us that we could have used to make payments on the notes.

      Our credit agreement and the indenture governing the notes include a number of covenants that, among other things, restrict our ability to:

      In addition, we are required by our credit agreement to maintain specified financial ratios and limits, including a 2 to 1 ratio of Senior Debt to Earnings, a Fixed Charge Coverage Ratio ranging from 1.25 to 1 in 2006 to 1.4 to 1 by the end of 2007 and beyond, and limitations on the amount of Capital Expenditures we can incur in any given 12-month period, all of which as defined in the credit agreement. As a result of these ratios and limits, we are limited in the manner in which we conduct our business, and may be unable to engage in favorable business activities or finance future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully operate our business and prevent us from fulfilling our obligations under the notes.

      A failure to comply with the covenants financial ratios could result in an event of default. In the event of a default under our credit agreement, the lenders could elect to declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be due and payable, to require us to apply all of our available cash to repay these borrowings or to prevent us from making debt service payments on the notes offered by this prospectus, any of which could result in an event of default under the indenture governing the notes. An acceleration of indebtedness under our credit agreement would also likely result in an event of default under the terms of any other financing arrangement we have outstanding at the time. If any or all of our debt were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. If we are unable to repay outstanding borrowings under our bank credit facility when due, the lenders will have the right to proceed against the collateral securing such indebtedness. See “Description of Other Indebtedness” and “Description of the New Notes.”

      The notes and the guarantees will be our and the guarantors’ unsecured obligations. In contrast, our obligations outstanding under our credit agreement are secured by a perfected lien on, and a pledge of substantially all of our assets, including the stock of our subsidiaries. The notes will be effectively subordinated to this secured debt to the extent of the value of the collateral securing such debt. In addition, we may incur additional secured debt, and the notes will be effectively subordinated to any such additional secured debt we may incur to the extent of the value of the collateral securing such debt.

      Because the notes and the guarantees will be unsecured obligations, the assets that secure our secured debt will be available to pay obligations on the notes only after all such secured debt has been repaid in full. Accordingly, your right of repayment may be compromised if any of the following situations occur:

      If any of these events occurs, the secured lenders could sell those of our assets in which they have been granted a security interest, to your exclusion, even if an event of default exists under the indenture governing the Senior Notes at such time. As a result, upon the occurrence of any of these events, there may not be sufficient funds to pay amounts due on the notes.

      The indenture governing the notes requires us to offer to repurchase some or all of the notes when certain change of control events occur. These events include sale of the company transactions, a change in the majority of our board of directors, an event that results in Cap Street, TA Associates or their affiliates not owning a majority of our voting stock prior to our initial public offering or an event that results in a person or group other than Cap Street, TA Associates or their affiliates owning more than 50% of our outstanding voting securities. If we experience a change of control, you will have the right to require us to repurchase your notes at a purchase price in cash equal to 101% of the principal amount of your notes plus accrued and unpaid interest, if any. Our credit agreement provides that certain change of control events (including a change of control as defined in the indenture governing the notes) constitute a default. Any future credit agreement or other agreements relating to senior indebtedness to which we become a party may contain similar provisions. If we experience a change of control that triggers a default under our credit agreement, we could seek a waiver of such default or seek to refinance our credit agreement. In the event we do not obtain such a waiver or refinance our credit agreement, such default could result in amounts outstanding under our credit agreement being declared due and payable. In the event we experience a change of control that results in us having to repurchase the notes, we may not have sufficient financial resources to satisfy all of our obligations under our credit agreement and the notes. In addition, the change of control covenant in the indenture does not cover all corporate reorganizations, mergers or similar transactions and may not provide you with protection in a highly leveraged transaction. See “Description of Notes — Certain Covenants.”

      Our existing and certain of our future subsidiaries will guarantee our obligations under the notes. Our issuance of the notes and the issuance of the guarantees by the guarantors may be subject to review under state and federal laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, our unpaid creditors or the unpaid creditors of a guarantor. Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a court may void or otherwise decline to enforce the notes or a guarantor’s guarantee, or subordinate the notes or such guarantee to our or the applicable guarantor’s existing and future indebtedness. While the relevant laws may vary from state to state, a court

might do so if it found that when we issued the notes or when the applicable guarantor entered into its guarantee or, in some states, when payments became due under the notes or such guarantee, we or the applicable guarantor received less than reasonably equivalent value or fair consideration and either:

      The court might also void the notes or a guarantee, without regard to the above factors, if the court found that we issued the notes or the applicable guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors. In addition, any payment by us or a guarantor pursuant to the notes or the guarantees could be voided and required to be returned to us, or such guarantor, or to a fund for the benefit of our or such guarantor’s creditors.

      A court would likely find that we, or a guarantor, did not receive reasonably equivalent value or fair consideration for the notes or such guarantee if we, or such guarantor, did not substantially benefit directly or indirectly from the issuance of the notes. Our anticipated use of proceeds, which includes the distribution of a substantial portion of the proceeds of the notes to our shareholders, could increase the risk of such a finding. If a court were to void the notes or a guarantee, you would no longer have a claim against us or the applicable guarantor, as the case may be. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from us or any guarantor, as the case may be.

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

      To the extent a court voids the notes or any of the guarantees as fraudulent transfers or holds the notes or any of the guarantees unenforceable for any other reason, holders of the notes would cease to have any direct claim against us or the applicable guarantor. If a court were to take this action, our or the applicable guarantor’s assets would be applied first to satisfy our or the applicable guarantor’s liabilities, if any, before any portion of its assets could be applied to the payment of the notes.

      Each guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may reduce the guarantor’s obligation to an amount that effectively makes the guarantee worthless.

      We will only issue new notes in exchange for outstanding notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of outstanding notes.

      If you do not exchange your outstanding notes for new notes pursuant to the exchange offer, the outstanding notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the outstanding notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register outstanding notes under the Securities Act unless our registration rights agreement with the initial purchasers of the outstanding notes requires us to do so. Further, if you continue to hold any outstanding notes after the exchange offer is consummated, you may have trouble selling them because there will be fewer such notes outstanding.

EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

      In connection with the issuance of the outstanding notes, we entered into a registration rights agreement. Under the registration rights agreement, we agreed to:

      We have fulfilled the agreements described in the first two of the preceding bullet points and are now offering eligible holders of the outstanding notes the opportunity to exchange their outstanding notes for new notes registered under the Securities Act. Holders are eligible if they are not prohibited by any law or policy of the SEC from participating in this exchange offer. The new notes will be substantially identical to the outstanding notes except that the new notes will not contain terms with respect to transfer restrictions, registration rights or additional interest.

      Under limited circumstances, we agreed to use our best efforts to cause the SEC to declare effective a shelf registration statement for the resale of the outstanding notes. We also agreed to use our best efforts to keep the shelf registration statement effective for up to two years after its effective date. The circumstances include if:

      We will pay additional cash interest on the applicable outstanding notes, subject to certain exceptions:

from and including the date on which any such registration default occurs to but excluding the date on which all registration defaults have been cured.

      The rate of the additional interest will be 0.25% per year for the first 90-day period immediately following the occurrence of a registration default, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum additional interest rate of 1.0% per year. We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the outstanding notes and the new notes.

      Upon the effectiveness of this registration statement, the consummation of the exchange offer, the effectiveness of a shelf registration statement, or the effectiveness of a succeeding registration statement, as the case may be, the interest rate borne by the notes from the date of such effectiveness or consummation, as the case may be, will be reduced to the original interest rate. However, if after any such reduction in interest rate, a different registration default occurs, the interest rate may again be increased pursuant to the preceding paragraph.

      To exchange your outstanding notes for transferable new notes in the exchange offer, you will be required to make the following representations:

      In addition, we may require you to provide information to be used in connection with the shelf registration statement to have your outstanding notes included in the shelf registration statement and benefit from the provisions regarding additional interest described in the preceding paragraphs. A holder who sells outstanding notes under the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers. Such a holder will also be subject to the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder, including indemnification obligations.

      The description of the registration rights agreement contained in this section is a summary only. For more information, you should review the provisions of the registration rights agreement that we filed with the SEC as an exhibit to the registration statement of which this prospectus is a part.

Resale of New Notes

      Based on no action letters of the SEC staff issued to third parties, we believe that new notes may be offered for resale, resold and otherwise transferred by you without further compliance with the registration and prospectus delivery provisions of the Securities Act if:

      The SEC, however, has not considered the exchange offer for the new notes in the context of a no action letter, and the SEC may not make a similar determination as in the no action letters issued to these third parties.

      If you tender in the exchange offer with the intention of participating in any manner in a distribution of the new notes, you

      Unless an exemption from registration is otherwise available, any security holder intending to distribute new notes should be covered by an effective registration statement under the Securities Act. This registration statement should contain the selling security holder’s information required by Item 507 of Regulation S-K under the Securities Act. This prospectus may be used for an offer to resell, resale or other retransfer of new notes only as specifically described in this prospectus. Only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge by way of the letter of transmittal that it will deliver a prospectus in connection with any resale of the new notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of new notes.

Terms of the Exchange Offer

      Subject to the terms and conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any outstanding notes properly tendered and not withdrawn prior to 12:00 a.m. midnight, New York City time, on the expiration date. We will issue new notes in principal amount equal to the principal amount of outstanding notes surrendered under the exchange offer. Outstanding notes may be tendered only for new notes and only in integral multiples of $1,000.

      The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

      As of the date of this prospectus, $200,000,000 in aggregate principal amount of the outstanding notes are outstanding. This prospectus is being sent to DTC, the sole registered holder of the outstanding notes, and to all persons that we can identify as beneficial owners of the outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

      We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 and the rules and regulations of the SEC. Outstanding notes whose holders do not tender for exchange in the exchange offer will remain outstanding and continue to accrue interest. These outstanding notes will be entitled to the rights and benefits such holders have under the indenture relating to the notes and the registration rights agreement.

      We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

      If you tender outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connecting with the exchange offer. It is important that you read the section labeled “— Fees and Expenses” for more details regarding fees and expenses incurred in the exchange offer.

      We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Expiration Date

      The exchange offer will expire at 12:00 a.m. midnight, New York City time, on October 18, 2006, unless, in our sole discretion, we extend it.

Extensions, Delays in Acceptance, Termination or Amendment

      We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is open. We may extend the exchange offer and delay acceptance of any outstanding notes by giving written notice of such extension to the holders of the notes. During any such extensions, all outstanding notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.

      In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of outstanding notes of the extension no later than 9:00 a.m., New York City time, by press release on the business day after the previously scheduled expiration date.

      If any of the conditions described below under “— Conditions to the Exchange Offer” have not been satisfied, we reserve the right, in our sole discretion

by giving oral or written notice of such, extension or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner. If we amend the terms of the exchange offer in a material manner or waive any material condition, we will extend the exchange offer period if necessary to provide that at least five business days remain in the offer period following notice of such waver or material change.

      Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice thereof to the registered holders of outstanding notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement. The supplement will be distributed to the registered holders of the outstanding notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we will extend the exchange offer if the exchange offer would otherwise expire during such period.

Conditions to the Exchange Offer

      We will not be required to accept for exchange, or exchange any new notes for, any outstanding notes if the exchange offer, or the making of any exchange by a holder of outstanding notes, would violate applicable law or any applicable interpretation of the staff of the SEC. Similarly, we may terminate the exchange offer as provided in this prospectus the expiration of the exchange offer in the event of such a potential violation.

      In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us the representations described under “— Purpose and Effect of the Exchange Offer,” “— Procedures for Tendering” and “Plan of Distribution” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the new notes under the Securities Act.

      We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offer specified above. All of these conditions must be satisfied or waived at or before the expiration of the exchange offer. We will give notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes promptly.

      These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion if we waive any conditions we will do so for all holder of

the notes. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

      In addition, we will not accept for exchange any outstanding notes tendered, and will not issue new notes in exchange for any such outstanding notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture relating to the notes under the Trust Indenture Act of 1939.

Procedures for Tendering

      In order to participate in the exchange offer, you must properly tender your outstanding notes to the exchange agent as described below. It is your responsibility to properly tender your notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your exchange.

      If you have any questions or need help in exchanging your notes, please call the exchange agent whose address and phone number are described in the section of the prospectus entitled “Where You Can Find More Information.”

      All of the outstanding notes were issued in book-entry form, and all of the outstanding notes are currently represented by global certificates held for the account of DTC. We have confirmed with DTC that the outstanding notes may be tendered using the Automated Tender Offer Program (“ATOP”) instituted by DTC. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their outstanding notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender outstanding notes and that the participant agrees to be bound by the terms of the letter of transmittal.

      By using the ATOP procedures to exchange outstanding notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

      There is no procedure for guaranteed late delivery of the notes.

      We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of outstanding notes will not be deemed made until such defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder as soon as practicable following the expiration date.

      In all cases, we will issue new notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent receives, prior to 12:00 a.m. midnight, New York City time, on the expiration date,

      If we do not accept any tendered outstanding notes for exchange or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged outstanding notes will be returned without expense to their tendering holder. Such non-exchanged outstanding notes will be credited to an account maintained with DTC. These actions will occur promptly following the expiration or termination of the exchange offer.

      By agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

Withdrawal of Tenders

      Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to 12:00 a.m. midnight, New York City time, on the expiration date. For a withdrawal to be effective you must comply with the appropriate procedures of DTC’s ATOP system. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn outstanding notes and otherwise comply with the procedures of DTC.

      We will determine all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any outstanding notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

      Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be credited to an account maintained with DTC for the outstanding notes. This return or crediting will take place promptly after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn outstanding notes by following the procedures described under “— Procedures for Tendering” above at any time on or prior to the expiration date.

Fees and Expenses

      We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

      We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

      We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

Transfer Taxes

      We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

Consequences of Failure to Exchange

      If you do not exchange new notes for your outstanding notes under the exchange offer, you will remain subject to the existing restrictions on transfer of the outstanding notes. In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act, or if the offer or sale is exempt from the registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Accounting Treatment

      We will record the new notes in our accounting records at the same carrying value as the outstanding notes. This carrying value is the aggregate principal amount of the outstanding notes less any bond discount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Other

      Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

      We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF CARDTRONICS, INC.

      The following selected historical consolidated financial and operating data should be read together with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes included elsewhere in this prospectus. The selected consolidated balance sheet data as of December 31, 2005 and 2004 and the selected consolidated statements of operations data for the years ended December 31, 2005, 2004 and 2003 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The balance sheet data as of December 31, 2003, 2002 and 2001, and the statements of operations data for the years ended December 31, 2002 and 2001 have been derived from our historical financial statements, which are not included in this prospectus. The selected consolidated balance sheet data as of June 30, 2006 and the selected consolidated statement of operations data for the six months ended June 30, 2006 and 2005, respectively, have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results to be expected in the future.

      Our consolidated financial statements as of December 31, 2004 and for the years ended December 31, 2004, 2003 and 2002, and the interim periods of 2005, have been restated to correct the accounting for the deferred financing costs associated with our credit facilities and the impact that various modifications related to those credit facilities have had on such deferred financing costs. In addition, the interim financial information for 2005 has been restated to record compensation expense associated with the repurchase of shares underlying certain employee stock options as part of our Series B preferred stock financing transaction in February 2005. See “Restatement of Financial Statements” — Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

      You should read the following discussion together with the financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under “Risk Factors” and elsewhere in this prospectus.

Restatement of Financial Statements

      Our consolidated financial statements as of December 31, 2004 and for the years ended December 31, 2004 and 2003, and the nine months ended September 30, 2005, have been restated to correct the accounting for the deferred financing costs associated with our credit facilities and the impact that various modifications related to those credit facilities have had on such deferred financing costs.

      During the years ended December 31, 2004 and 2003, and the nine months ended September 30, 2005, as a result of multiple modifications to our credit facilities, we had previously expensed approximately $2.5 million, $1.4 million, and $3.4 million, respectively, in financing costs paid in connection with those and prior modifications. Upon further review of the guidance contained in Emerging Issues Task Force (“EITF”) Issue No. 96-19, Debtor’s Accounting for a Modification or Exchange of Debt Instruments, and EITF Issue No. 98-14, Debtor’s Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements, we determined that we had expensed too much of the aforementioned costs in 2004 and 2003, and too little of the aforementioned costs in 2005. Further, we determined that we should have recorded an additional expense amount in September 2002 in connection with a modification to our credit facility as of such date. The impact of the reversal of a portion of the amounts expensed in 2004 and 2003 was partially offset by the subsequent amortization of those costs over the terms of the related loans. In August 2005, all of the term loans associated with our credit facilities were repaid in full; therefore, all unamortized deferred financing costs associated with such term loans were expensed in full as part of such extinguishment.

      As a result of the correction of the aforementioned items, we have recorded adjustments to increase (decrease) our income before income taxes by the following amounts for the periods shown below (in thousands):

      In addition to the above adjustments, our unaudited interim financial statements for the nine months ended September 30, 2005 have been restated to record approximately $1.8 million in compensation expense associated with the repurchase of the shares underlying certain employee stock options as part of our Series B preferred stock financing transaction in February 2005. Approximately $1.6 million of such amount has been reflected in selling, general and administrative expenses and approximately $0.2 million has been reflected in cost of ATM operating revenues in the accompanying consolidated statement of operations.

      The effects of the aforementioned restatements have been fully reflected in the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section. Additionally, reference is made to Note 2 in the accompanying consolidated financial statements for the year ended December 31, 2005 for additional details on the restatement process and the impact such restatements had on our previously issued annual and interim financial statements.

Overview

      We operate a network of approximately 26,000 ATMs operating in all 50 states and within the United Kingdom and Mexico. Our extensive ATM network is strengthened by multi-year contractual relationships with a wide variety of nationally and internationally known merchants pursuant to which we operate ATMs in their locations.

ATM Management Programs

      We deploy ATMs under two distinct arrangements with our merchant partners:

      In the future, we expect the percentage of our company-owned and merchant-owned arrangements to continue to fluctuate in response to the mix of ATMs we add through internal growth and acquisitions. While we may continue to add merchant-owned ATMs to our network as a result of acquisitions and internal sales efforts, our focus for internal growth will remain on expanding the number of company-owned ATMs in our network.

      The table below reflects the split of our revenues and gross profit amounts between company-owned and merchant-owned ATMs for the periods presented.

      As noted in the table above, the percentage of our total revenues and gross margin attributable to merchant-owned arrangements increased in 2004 (with a corresponding decrease in the percentage of our total revenues and gross margin attributable to company-owned arrangements) due to the large number of merchant-owned ATMs we acquired in the E*TRADE Access acquisition. The slight decline in the percentage of our total revenues and gross margin attributable to company-owned arrangements during 2005 was due to the fact that the results for 2004 only reflect the effects of the E*TRADE Access acquisition for the last six months of that year, thus diluting the impact of the acquired merchant-owned ATMs on the entire year’s results. However, such trend began to reverse during the six months ended June 30, 2006, as indicated in the table above. Such reversal is primarily due to our Bank Machine acquisition and the two acquisitions consummated in March and April of 2005, which were primarily comprised of company-owned ATMs, and the continued growth in our existing company-owned merchant portfolio base.

      We have generally experienced very little turnover among our customers with whom we typically enter into company-owned arrangements and have been very successful in negotiating contract renewals with such customers. Additionally, we have experienced some turnover among our smaller merchant customers operating under merchant-owned arrangements. However, these losses have historically been partially offset by the addition of other similar customers, with the level of ATMs operated under these arrangements trending downward slightly (excluding the effects of acquisitions). In each year prior to 2003, we experienced an increase in the number of ATMs operated under merchant-owned arrangements. However, in 2003, excluding the effect of acquisitions, we experienced a net loss of approximately 3.5% of our ATMs operated under merchant-owned arrangements. This net loss primarily reflected the loss of ATMs with monthly transaction volumes lower than the average for all ATMs operated under similar arrangements, a situation that often indicates an ATM is no longer economically feasible for the owner to operate. In addition, this net loss also reflects our reduction in sales and marketing efforts directed at placing ATMs under these types of arrangements in favor of increasing our focus on company-owned accounts and acquisitions of existing portfolios of ATMs. For the year ended December 31, 2004, and without giving effect to our E*TRADE Access acquisition, we experienced a net loss of less than 2.5% of our ATMs operated under merchant-owned arrangements, generally due to circumstances similar to those described for prior periods. However, for the year ended December 31, 2005, the net loss increased to 8.7%, primarily due to a recent internal initiative launched by us to aggressively identify, restructure or eliminate certain underperforming merchant-owned accounts. We are also working to identify the more profitable merchant-owned accounts and are working closely with those merchants to renew or extend their current ATM operating agreements with us. Because this initiative was recently implemented, we cannot accurately predict the results of such efforts and whether we will be successful in reducing the aforementioned downward trend. Furthermore, because of our efforts to eliminate certain underperforming accounts, this downward trend may increase in the near term before leveling off at some point in the future.

Components of Revenues, Cost of Revenues and Expenses

      Revenues. We derive our revenues primarily from providing ATM services and, to a lesser extent, from our branding arrangements and our sales of ATM equipment. Our revenues from ATM services have increased rapidly in recent years due to the acquisitions we completed since 2001, as well as through internal expansion of our existing and acquired ATM networks.

      In our consolidated statements of operations, we present revenues from ATM services and branding arrangements as “ATM operating revenues.” These revenues include the fees we earn per transaction completed on our network as well as fees we generate from network and bank branding arrangements and from providing certain maintenance services. We present revenues from the sale of ATMs and other non-transaction based revenues as “ATM product sales and other revenues.” These revenues consist primarily of sales of ATMs and related equipment to merchants operating under merchant-owned arrangements, as well as sales under our value added reseller program with NCR.

      Our ATM operating revenues primarily consist of the three following components: surcharge revenue, interchange revenue and branding revenue. The following table sets forth information on our surcharge, interchange and branding revenues per surcharge-bearing transaction and on our interchange revenues per total transaction. The following table also includes pro forma information that gives effect to our Bank Machine acquisition as if it had occurred on January 1, 2005. Total transactions represents all transactions made at our ATMs, including transactions on which we do not earn surcharge revenue but do earn varying amounts of interchange revenue, such as balance inquiries, fund transfers, transactions on ATMs included in surcharge-free networks and branded ATMs, and some denials.

      The profitability of any particular ATM location, and of our entire ATM services operation, is driven by a combination of surcharge, interchange and branding revenues, as well as the level of our related costs. Accordingly, material changes in our average surcharge fee or average interchange fee may be offset by branding or other ancillary revenues, or by changes in our cost structure. Because a variance in our average surcharge fee or our average interchange fee is not necessarily indicative of a commensurate change in our profitability, you should consider these measures only in the context of our overall financial results.

      The following table depicts the breakdown of our total ATM operating revenues by its various components for the periods indicated.

      Our ATM product sales and other revenues are primarily comprised of revenues from the sale of ATMs and related equipment to merchant customers operating under merchant-owned arrangements and associate value added resellers, and other non transaction-based revenues. While we expect to continue to derive a portion of our revenues from direct sales of ATMs in the future, we expect that this source of revenue will continue to decrease slightly as a percentage of our total revenues in future periods.

      Cost of revenues. Our cost of revenues associated with ATM transactions completed on our ATM network includes:

      We define variable costs as those incurred on a per transaction basis. Processing fees and the majority of merchant fees fall under this category. Processing fees and merchant fees accounted for approximately 61% of our cost of ATM operating revenues in 2005. Therefore, we estimate that approximately 39% of our cost of ATM operating revenues is generally fixed in nature, meaning that any significant decrease in transaction

volumes would lead to a decrease in the profitability of our ATM service operations, unless there were an offsetting increase in per-transaction revenues. See “Results of Operations” below for additional information.

      Our indirect operating expenses include general and administrative expenses related to administration, salaries, benefits, advertising and marketing, depreciation of the ATMs we own, amortization of our acquired merchant contracts, and interest expense related to borrowings under our bank credit facility and our senior subordinated notes. We depreciate our capital equipment on a straight-line basis over the estimated life of such equipment and amortize the value of acquired merchant contracts over the estimated lives of such assets. Because we repaid certain of our lower interest rate bank credit facilities with the net proceeds received under the higher interest rate senior subordinated notes offering in August 2005, our overall level of interest expense will increase in the future. See “— Liquidity and Capital Resources.”

Acquisitions

      Since May 2001, we have acquired 13 ATM networks and one operator of a surcharge-free ATM network. Prior to our E*TRADE Access acquisition, we acquired only assets consisting of ATMs and, in certain cases, contractual rights to place and operate ATMs in certain locations. In our E*TRADE Access acquisition, we acquired substantially all of the assets and operations of the company, including 13,155 ATMs and related placement agreements, vendor agreements, operating software relating to the E*TRADE Access ATMs and E*TRADE Access’s interest in a joint venture. We also assumed responsibility for certain contingent liabilities associated with the operations of E*TRADE Access. In addition, we hired certain employees from E*TRADE Access and agreed to maintain the E*TRADE Access brand on approximately 8,900 of the acquired ATMs through June 30, 2006.

      With respect to the Bank Machine acquisition, we acquired the entire company, including the related ATMs and underlying placement agreements as well as the entire infrastructure associated with the business. Additionally, as part of this acquisition, we retained Bank Machine’s existing employee base of approximately 50 employees, including Bank Machine’s existing senior management team, who became shareholders in Cardtronics.

      In addition to the above, we acquired two domestic ATM networks in March and April of 2005, totaling approximately 805 ATMs and related placement agreements, for an aggregate cost of approximately $17.2 million in cash. Furthermore, in December 2005, we acquired all of the outstanding shares of ATM National, Inc., the owner and operator of the Allpoint nationwide surcharge-free ATM network. The consideration for such acquisition totaled $4.8 million, and was comprised of $2.6 million in cash, 21,111 shares of our common stock, and the assumption of approximately $0.4 million in additional liabilities.

      In February 2006, the Company acquired a majority ownership stake in CCS Mexico, an independent ATM operator located in Mexico, for approximately $1.0 million in cash consideration and the assumption of approximately $0.4 million in additional liabilities. Additionally, the Company incurred approximately $0.3 million in transaction costs associated with this acquisition. CCS Mexico, which was renamed Cardtronics Mexico upon the completion of the Company’s investment, currently operates approximately 300 surcharging ATMs in selected retail locations throughout Mexico. With Mexico having just recently approved surcharging for off-premise ATMs, the Company anticipates placing additional surcharging ATMs in other retail establishments throughout Mexico as those opportunities arise.

      We have historically funded our acquisitions through a combination of borrowings under our credit facilities, capital contributions from our equity investors, the sale of bonds, and cash generated from operations. Other than our Bank Machine, E*TRADE Access, ATM National, Inc. and CCS Mexico acquisitions, we have not acquired any legal entities and generally do not assume employees, physical facilities, sales forces or trade names. As of the date of this prospectus, excluding the Bank Machine acquisition, all supporting activities, including supply of cash, communications, network processing services, maintenance services, customer service, sales and administration, have been changed to our operating platform and service providers subsequent to the closing of the transaction. With respect to the Bank Machine

acquisition, Bank Machine’s existing operating platform is expected to remain intact and serve as a platform for future growth within the United Kingdom and possibly Europe.

      Once we purchase a portfolio of ATMs and merchant contracts and integrate them into our operating platform, operating expenses are typically reduced, thus enhancing the profitability of the portfolio. Our ability to reduce operating expenses and improve ATM profitability is largely the result of the better pricing terms we enjoy from our service providers. For example, in connection with an acquisition in 2003, we were able to reduce the cost of communications service for the acquired ATMs by approximately 83% when we transitioned the ATMs to a different communications configuration with our existing communications service provider. Additionally, in connection with our acquisitions in 2003, we were able to reduce our processing costs at the time of closing by amounts ranging from 3.6% to 42.5%.

      Similarly, in connection with our E*TRADE Access acquisition in 2004, we have been able to reduce operating expenses associated with the acquired operations in a number of areas, including:

      The majority of the resulting cost savings initiatives were implemented during 2004, and finalized throughout 2005 and the first two months of 2006.

      As discussed above, the existing operating platform associated with the Bank Machine acquisition has remained largely intact subsequent to the acquisition due to the geographic disparities between the acquired platform and our existing domestic platform. Accordingly, the opportunities to reduce operating expenses by converting the acquired platform to our operating platform are expected to be more limited than what we have experienced historically with our domestic acquisitions.

      In addition to changes in operating expenses as discussed above, the revenues produced by the acquired ATM portfolios may also change as we alter the mix between surcharge and branding arrangements with our merchant clients and financial sponsors. For example, if we are successful in negotiating branding arrangements for our ATMs, there may be a shift in the revenue mix between surcharge revenue and branding revenue. Under a branding arrangement, we do not charge surcharge fees to the branding financial institution’s customers. On the other hand, total withdrawal transactions at the branded ATMs typically increase, as existing customers continue to use the ATMs and new customers of the branding financial institution are attracted by the surcharge-free service. Accordingly, we typically expect interchange revenue to increase since we receive interchange fees on all withdrawal transactions. In addition, we would also receive a negotiated branding fee.

      Our acquisitions have significantly increased the size of our operations over the periods discussed in “Results of Operations” below and, accordingly, fundamentally affect the comparability of our results of operations for the periods discussed in this discussion and analysis. For example, revenues increased from $26.0 million in 2000 to $269.0 million in 2005, while our gross profit increased from $3.9 million to $59.5 million over the same period. Moreover, because we completed the E*TRADE Access acquisition on June 30, 2004 and the Bank Machine acquisition on May 17, 2005, the impact of these acquisitions is not fully reflected in our historical operating results. The addition of 13,155 ATMs from the E*TRADE Access acquisition has had a significant effect on our results of operations, and we expect the Bank Machine acquisition of approximately 1,000 ATMs in the United Kingdom will have a significant effect going forward. Information with respect to the pro forma impact of the Bank Machine acquisition on our prior financial periods can be evaluated by reviewing the pro forma condensed consolidated financial information and the

historical consolidated financial information of the Bank Machine ATM business included elsewhere in this prospectus. These and any future acquisitions will continue to affect our results of operations.

      Consistent with our business strategy, we engage from time to time in discussions with potential sellers regarding the possible purchase by us of their ATM portfolios. Such acquisition efforts may involve participation by us in processes that have been made public, involve a number of potential buyers and are commonly referred to as “auction” processes, as well as situations where we believe we are the only party or one of a limited number of potential buyers in negotiations with the potential seller. These acquisition efforts could involve assets which, if acquired, would have a material effect on our financial condition and results of operations. We can give no assurance that our current or future acquisition efforts will be successful or that any such acquisition will be completed on terms considered favorable to us.

      We have set forth below a summary of our acquisition activity from May 2001 through December 2003. After acquiring a network of ATMs, we track its growth and operating performance on a stand-alone basis, as well as on a consolidated basis with our results as a whole. We believe this information is helpful in understanding the effect of these acquisitions on our growth, as well as the growth experienced through increased deployment of ATMs with the acquired merchant base in each of these ATM networks following its acquisition and integration.

      The following table reflects the results of the E*TRADE Access portfolio that was acquired in June 2004.

      As noted above, the number of ATMs we acquired as part of the E*TRADE Access acquisition has decreased by 1,917 machines. This decrease was due primarily to the loss of relatively low-margin merchant-owned accounts primarily as a result of our efforts to eliminate certain underperforming contracts and locations from the acquired portfolio, as previously discussed. Additionally, a number of merchant-owned contracts expired during the first six months after the acquisition, and were not renewed at the discretion of one or both parties. Because the portfolio acquired from E*TRADE Access was primarily comprised of merchant-owned accounts, we believe such contract attrition rates are unique to this portfolio (relative to our past acquisitions).

      We value acquisitions based on historical and expected cash flows and the remaining terms of merchant contracts rather than the number of ATMs or a benchmark value per ATM. ATMs at different locations vary significantly in terms of transaction volume and cash flow. The equipment is in some cases owned by the merchant and in others by the seller. As a result, the purchase price per ATM we pay and the allocation of consideration between equipment and intangibles varies from acquisition to acquisition.

Industry Trends

      During the first half of 2005, total domestic transaction revenues (including surcharge, interchange and branding fees) declined by approximately 2.5% (versus prior year levels) for those ATMs that were transacting throughout the same periods in both years. We attributed such decline to a number of factors, including (i) the increased use of debit cards as a means of payment in certain types of retail establishments, (ii) an increase in free “cash back” point-of-sale transactions, and (iii) increased competition associated with the increased number of off-premise, surcharging ATMs within the United States. However, during the second half of 2005, total domestic transaction revenues for ATMs that were transacting throughout the same periods in both years increased slightly when compared to the prior year. Furthermore, the positive trend seen during the second half of 2005 carried over into the first six months of 2006, with comparable transaction revenues increasing by approximately 1.9% year-over-year. We attribute this recent positive trend to increased revenues associated with our bank and network branding initiatives as well as increased surcharge rates in selected merchant retail locations.

      As discussed above, we believe that the decline in our transaction revenues experienced during the first half of 2005 was due to a number of factors, including the increased use of debit cards as a means of payment. The increased use of debit cards appears to reflect a general payment trend within the United States, with the growth in debit card transactions over the past three years outpacing the growth in all other forms of payment, including checks, cash and credit cards. At this point, it is unclear if this trend will continue and, if so, whether it will have a continuing impact on our operations, as outlined above.

Recent Events

      In connection with the acquisition of Bank Machine in May 2005, we replaced our then existing bank credit facility with new facilities provided by BNP Paribas and Bank of America, N.A. Such facilities were comprised of (i) a revolving credit facility of up to $100.0 million, (ii) a first lien term facility of up to $125.0 million, and (iii) and a second lien term facility of up to $75.0 million. Borrowings under the facilities were utilized to repay our existing bank credit facility in full and to fund the acquisition of Bank Machine. As of December 31, 2005, the first and second lien term facilities were fully repaid, as discussed below.

      On August 12, 2005, we sold $200.0 million in senior subordinated notes pursuant to Rule 144A of the Securities Act of 1933, and utilized the net proceeds from such offering, along with approximately $7.1 million in borrowings under our new revolving credit facility and existing cash on hand, to repay all of the outstanding borrowings under our recently executed first and second lien term loan facilities, including all accrued and unpaid interest related thereto. Additionally, the revolving credit facility was increased to a maximum borrowing capacity of $150.0 million immediately following this transaction. In February 2006, we amended the revolving credit facility to reduce the maximum borrowing capacity to $125.0 million and to remove or amend certain restrictive covenants contained in such facility. See “Liquidity and Capital Resources” included elsewhere in this prospectus.

      In February 2005, Winn-Dixie, one of our major merchant customers, filed for bankruptcy protection. For the year ended December 31, 2005, Winn-Dixie accounted for approximately 2.0% of our total ATM operating revenues and 1.2% of our total ATM operating gross profits. As part of its bankruptcy restructuring efforts, Winn-Dixie has closed or sold approximately 360 of its existing stores during the past year, 340 of which included our ATMs. Accordingly, we have deinstalled the ATMs that were operating in those locations, leaving us with approximately 500 remaining ATM operating locations as of June 30, 2006. At this point, we do not believe that the loss of the aforementioned ATMs will have a material impact on our results of operations, financial condition, or liquidity.

      We are contractually obligated to pay certain lease payments for approximately 290 of the ATMs that have been deinstalled to date, with such leases expiring at varying dates between July 31, 2006 and December 31, 2007. The estimated undiscounted amount of the remaining lease payments for the deinstalled ATMs as of June 30, 2006 was approximately $0.8 million.

      Pursuant to the ATM management agreement that we assumed in connection with acquisition of the Winn-Dixie ATM portfolio in 2003, Winn-Dixie was required to provide us with a rebate for most ATMs that were removed due to its store closures. Additionally, as part of our acquisition agreement with the former owner of the Winn-Dixie ATM portfolio, we were designated as the beneficiary of a letter of credit under which we could make draws in the event Winn-Dixie refused to pay such rebates. As of the date of this filing, we have fully drawn $3.6 million under such letter of credit, the proceeds of which have been and will continue to be utilized to help defray a portion of the ongoing lease costs mentioned above, as well as the costs associated with removing the aforementioned ATMs from the closed store locations.

      If our existing agreement with Winn-Dixie is terminated as a result of the bankruptcy proceedings and a new agreement is either (i) not entered into or (ii) entered into with less favorable economic terms and conditions, our future revenues and gross profits may decline and we may be required to record an impairment charge related to the tangible and intangible assets associated with the Winn-Dixie agreement. As of June 30, 2006, we believe that no impairment was warranted based upon the anticipated operating performance of the remaining installed ATMs. As of June 30, 2006, the carrying amount of the tangible and intangible assets associated with the Winn-Dixie contract totaled approximately $3.2 million. Additionally, we have approximately $0.7 million in future contractual operating lease payments associated with many of the ATMs that are still operating within the remaining Winn-Dixie store locations.

      In March and April 2006, we received notice from two of our customers that such customers would not be renewing their contracts with us. Such contracts are currently scheduled to expire in August 2006 and April 2007. On a combined basis, the two customers accounted for approximately 3.1% of our total revenues and 4.3% of our total gross profits for the year ended December 31, 2005. Additionally, we received a $1.1 million early termination payment from one of the customers in May 2006 related to a portion of the installed ATM base that was deinstalled prior to the scheduled contract termination date. We do not believe that the cancellation of these contracts will have a material adverse impact on our results of operations, financial condition or liquidity.

      During the second half of 2005 and the first quarter of 2006, our United Kingdom ATM portfolio experienced slight year-over-year declines in withdrawal transactions. The Company had previously determined that such declines were essentially limited to those ATMs in which new, non-motorized card readers were installed during 2005 to bring such ATMs into compliance with certain security upgrade requirements in the United Kingdom. While the aforementioned year-over-year declines continued during the second quarter of 2006, such declines were less severe than the declines experienced during the prior periods. While the Company plans to continue to work with the ATM manufacturer to determine whether additional hardware modifications should be made to the impacted ATMs, the Company does not anticipate this issue to have an ongoing adverse impact on its results of operations or financial condition.

Critical Accounting Policies and Estimates

      Our consolidated financial statements included elsewhere in this prospectus have been prepared in accordance with accounting principles generally accepted in the United States, which require that management make numerous estimates and assumptions. Actual results could differ from those estimates and assumptions, thus impacting our reported results of operations and financial position. We describe our significant accounting policies more fully in note 1 to our consolidated financial statements included elsewhere in this prospectus. The significant accounting policies and estimates described here are those that are most important

to the depiction of our financial condition and results of operations and the application of which requires management’s most subjective judgments in making estimates about the effect of matters that are inherently uncertain.

      Goodwill and intangible assets. We have accounted for the E*TRADE Access, Bank Machine and ATM National, Inc. acquisitions as business combinations pursuant to Statements of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. Additionally, we have applied the concepts of SFAS No. 141 to our purchase of a majority interest in CCS Mexico. Accordingly, the amounts paid for such acquisitions have been allocated to the assets acquired and liabilities assumed based on their respective fair values as of each acquisition date. As part of the purchase price allocation process for such acquisitions, we engaged outside appraisal firms to help determine the fair values of the tangible and intangible assets acquired, excluding goodwill. Intangible assets that met the criteria established by SFAS No. 141 for recognition apart from goodwill included the acquired ATM operating agreements and related customer relationships and the Bank Machine and Allpoint (via the ATM National, Inc. acquisition) trade names. The outside appraisal firms utilized commonly accepted valuation methodologies to determine the fair values of the aforementioned intangible assets, including the discounted cash flow approach for the acquired customer-related intangible assets and the relief from royalty approach for the acquired trade names.

      The excess of the cost of the aforementioned acquisitions over the net of the amounts assigned to the tangible and intangible assets acquired and liabilities assumed has been reflected as goodwill in our consolidated financial statements. The purchase price allocations for the ATM National, Inc. and CCS Mexico acquisitions are still considered to be preliminary pending the completion of our appraisal efforts.

      As of June 30, 2006, our goodwill balance totaled $166.7 million, $85.1 million of which related to our acquisition of E*TRADE Access, and $76.9 million of which related to our acquisition of Bank Machine. The remaining balance is comprised of goodwill related to our acquisition of ATM National Inc. and our purchase of a majority interest in CCS Mexico. Intangible assets, net, totaled $70.2 million as of June 30, 2006, and included the intangible assets described above, as well as deferred financing costs and exclusive license agreements.

      SFAS No. 142, Goodwill and Other Intangible Assets, provides that goodwill and other intangible assets that have indefinite useful lives will not be amortized, but instead must be tested at least annually for impairment, and intangible assets that have finite useful lives should be amortized over their estimated useful lives. SFAS 142 also provides specific guidance for testing goodwill and other non-amortized intangible assets for impairment. SFAS 142 requires management to make certain estimates and assumptions in order to allocate goodwill to reporting units and to determine the fair value of a reporting unit’s net assets and liabilities, including, among other things, an assessment of market condition, projected cash flows, interest rates and growth rates, which could significantly impact the reported value of goodwill and other intangible assets. Furthermore, SFAS 142 exposes us to the possibility that changes in market conditions could result in potentially significant impairment charges in the future.

      We evaluate the recoverability of our goodwill and non-amortized intangible assets by estimating the future discounted cash flows of the reporting units to which the goodwill and non-amortized intangible assets relate. We use discount rates corresponding to our cost of capital, risk adjusted as appropriate, to determine such discounted cash flows, and consider current and anticipated business trends, prospects and other market and economic conditions when performing our evaluations. Such evaluations are performed at minimum on an annual basis, or more frequently based on the occurrence of events that might indicate a potential impairment. Such events include, but are not limited to, items such as the loss of a significant contract or a material change in the terms or conditions of a significant contract.

      Valuation of long-lived assets. We place significant value on the installed ATMs that we own and manage in merchant locations and the related acquired merchant contracts/relationships. In accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property and equipment, and purchased contract intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We test our acquired merchant contract/relationship intangible assets for impairment,

along with the related ATMs, on an individual contract/relationship basis for our significant acquired contracts/relationships, and on a pooled or portfolio basis (by acquisition) for all other acquired contracts/relationships. In determining whether a particular merchant contract/relationship is significant enough to warrant a separate identifiable intangible asset, we analyze a number of relevant factors, including (i) estimates of the historical cash flows generated by such contract/relationship prior to its acquisition, (ii) estimates regarding our ability to increase the contract/relationship’s cash flows subsequent to the acquisition through a combination of lower operating costs, the deployment of additional ATMs, and the generation of incremental revenues from increased surcharges and/or new branding arrangements, and (iii) estimates regarding our ability to renew such contract/relationship beyond its originally scheduled termination date. An individual contract/relationship, and the related ATMs, could be impaired if the contract/relationship is terminated sooner than originally anticipated, or if there is a decline in the number of transactions related to such contract/relationship without a corresponding increase in the amount of revenue collected per transaction. A portfolio of purchased contract intangibles, including the related ATMs, could be impaired if the contract attrition rate is materially more than the rate used to estimate the portfolio’s initial value, or if there is a decline in the number of transactions associated with such portfolio without a corresponding increase in the revenue collected per transaction. Whenever events or changes in circumstances indicate that a merchant contract/relationship intangible asset may be impaired, we evaluate the recoverability of the intangible asset, and the related ATMs, by measuring the related carrying amounts against the estimated undiscounted future cash flows associated with the related contract or portfolio of contracts. Should the sum of the expected future net cash flows be less than the carrying values of the tangible and intangible assets being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying values of the ATMs and intangible assets exceeded the calculated fair value. We recorded approximately $2.8 million and $1.2 million in additional amortization expense for the six months ended June 30, 2006 and for the year ended December 31, 2005, respectively, related to the impairment of certain previously acquired merchant contract/relationship intangible assets associated with our domestic reporting segment.

      Income taxes. Income tax provisions are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and income before income taxes and between the tax basis of assets and liabilities and their reported amounts in our financial statements. We include deferred tax assets and liabilities in our financial statements at currently enacted income tax rates. As changes in tax laws or rates are enacted, we adjust our deferred tax assets and liabilities through income tax provisions.

      In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe it is more likely than not that we will realize the benefits of these deductible differences. If we do not generate future taxable income, we will not realize these tax assets and the write-off of those assets will adversely affect our results.

      Share-Based Compensation. We are also now required to make certain estimates and judgments with respect to our share-based compensation programs as a result of our adoption of SFAS No. 123R, Share-Based Payment, effective January 1, 2006. Such standard requires that we record compensation expense for all share-based awards based on the grant-date fair value of those awards. In determining the fair value of our share-based awards, we are required to make certain assumptions and estimates, including (i) the number of awards that may ultimately be forfeited by the recipients, (ii) the expected term of the underlying awards, and (iii) the future volatility associated with the price of our common stock. Such estimates, and the basis for our conclusions regarding such estimates, are outlined in detail in Note 3 to our condensed consolidated financial statements for the six months ended June 30, 2006 included elsewhere in the prospectus.

Results of Operations

      The following table sets forth our statement of operations information as a percentage of total revenues for the period indicated.

      The following table sets forth information, for the periods presented, regarding key measures we rely on to gauge our operating performance, including total surcharge-bearing transactions, surcharge-bearing transactions per ATM, and gross profit and gross profit margin per surcharge-bearing transaction.

For the Six Months Ended June 30, 2006 and 2005

      As indicated in the table above, total revenues increased by 11.7% for the six months ended June 30, 2006 when compared to the same period in 2005. Such increase was primarily driven by higher ATM operating revenues associated with our United Kingdom operations, which increased nearly $12.1 million, or 222.9% from prior year levels. This increase was primarily due to the fact that the 2005 results reflect only two months’ worth of operating results from the acquired Bank Machine operations. On the domestic front, ATM operating revenues increased by $2.3 million, or 2.0% in 2006 when compared to 2005 due to higher bank and network branding revenues.

      ATM product sales and other revenues increased by 7.8% for the six months ended June 30, 2006 when compared to the same period in 2005. Such increase was primarily due to higher service call income resulting from Triple DES security upgrades performed in the United States, as well as higher non-transaction based fees associated with our domestic network branding program. Such increases were offset somewhat by lower year-over-year equipment sales, including sales made under our value-added reseller program with NCR.

      As indicated in the table above, total cost of revenues increased by 8.1% for the six months ended June 30, 2006 when compared to the same period in 2005. Such increase was primarily driven by higher ATM operating costs associated with our United Kingdom operations, which increased nearly $8.4 million or 250.1% from prior year levels. As previously noted, such increase was primarily due to the fact that the 2005 results reflect only two months’ worth of operating results from the acquired Bank Machine operations. On the domestic front, ATM operating costs were essentially flat in 2006 when compared to 2005, with lower merchant fees and maintenance costs being offset by higher ATM cash and communications costs.

      The cost of ATM product sales and other revenues increased 4.9% for the six months ended June 30, 2006 when compared to the same period in 2005. Such increase was primarily due to higher service call expenses resulting from Triple DES security upgrades performed in the United States, as well as higher costs associated with certain non-transaction based services associated with our domestic network branding program. Such increases were offset somewhat by lower year-over-year costs associated with equipment sold under our value-added reseller program with NCR.

      Our total gross margin for the six months ended June 30, 2006 was 24.2%, up from the 21.6% level achieved during the same period in 2005. The higher gross margin figure in 2006 was primarily due to higher overall ATM operating gross margins associated with our United Kingdom operations, which typically earn higher overall margins than our domestic ATM operations and were in place for all of 2006 versus just two months during 2005. Furthermore, the year-over-year increase in bank and network branding revenues in the United States also contributed to the higher gross margin figure in 2006. Finally, our ATM product sales and other gross margins were higher year-over-year due to certain non-transaction based services that are now being provided as part of our network branding operations.

      As indicated in the table above, our selling, general and administrative expense, excluding stock-based compensation, increased by 41.1% for the six months ended June 30, 2006 when compared to the same period in 2005. Such increase was primarily comprised of a $1.7 million, or 28.6% increase in our United States operations and a $0.9 million, or 133.9% increase in our United Kingdom operations. The year-over-year increase in the United States was primarily due to higher employee-related costs and higher accounting, legal and professional fees resulting from our past growth. The year-over-year increase in the United Kingdom was primarily due to the fact that the 2005 results included only two months’ worth of operating results from the acquired Bank Machine operations.

      Stock-based compensation decreased by 81.4% for the six months ended June 30, 2006 when compared to the same period in 2005. Such decrease was primarily due to an additional $1.7 million in stock-based compensation recognized during the 2005 period related to the repurchase of shares underlying certain employee stock options in connection with our Series B preferred stock financing transaction.

      We expect that our selling, general and administrative expense will increase slightly in the future due to higher accounting, legal and professional fees resulting from our becoming subject to the reporting requirements of the SEC, including those under the Sarbanes-Oxley Act of 2002, following the registration of our senior subordinated notes.

      As indicated in the table above, depreciation and accretion expense increased by 72.3% for the six months ended June 30, 2006 when compared to the same period in 2005. Such increase was primarily comprised of a $2.3 million, or 49.5% increase in our United States operations and a $1.4 million, or 265.4% increase in our United Kingdom operations. The year-over-year increase in the United States was primarily due to higher depreciation and accretion expense resulting from the deployment of additional ATMs under company-owned arrangements during the latter part of 2005 and the first six months of 2006. The year-over-year increase in the United Kingdom was driven by additional ATM deployments and the fact that the 2005 results only reflect two months’ worth of results from the acquired Bank Machine operations.

      In the future, we expect that our depreciation and accretion expense will grow in proportion to the increase in the number of ATMs we own and deploy throughout our company-owned portfolio. Reference is made to the “Liquidity and Capital Resources” section for additional information on our capital expenditures program.

      As indicated in the table above, amortization expense, which is primarily comprised of amortization of intangible merchant contracts and relationships associated with our past acquisitions, increased by 98.1% for the six months ended June 30, 2006 when compared to the same period in 2005. Such increase was primarily driven by a $2.8 million impairment charge recorded during the first quarter of 2006 related to the BAS Communications, Inc. (“BASC”) ATM portfolio, and the fact that the 2005 results only reflect two months’ worth of results from the acquired Bank Machine operations in the United Kingdom. Additionally, the 2005 results only include four and two months’ worth of amortization expense, respectively, related to the BASC and Neo Concepts, Inc. acquisitions. The BASC impairment charge reflects a reduction in anticipated future cash flows resulting primarily from a higher than planned attrition rate associated with this acquired portfolio.

      As indicated in the table above, interest expense, excluding the amortization and write-off of financing costs and bond discount, increased by 95.9% for the six months ended June 30, 2006 when compared to the same period in 2005. Such increase was due to (i) the additional borrowings made under our bank credit facilities in May 2005 to finance the Bank Machine acquisition, and (ii) the incremental interest expense associated with our senior subordinated notes offering, which was completed in August 2005.

      We expect our future interest expense levels to increase slightly, when compared to the six months ended June 30, 2006, as a result of our inability to register our senior subordinated notes with the SEC and effect the related exchange offer within the time period outlined in the indenture governing such notes. Because of a delay experienced in issuing our 2005 audited financial statements, we were unable to meet the registration deadline of June 8, 2006, as reflected in the indenture, and thus are not currently in compliance with such registration provisions. Accordingly, effective June 8, 2006, the annual interest rate on the notes increased from 9¹/4% to 9¹/2%. Such rate will be in effect for the first 90-day period immediately following the June 8th deadline. Furthermore, such rate will continue to increase by an additional one-quarter of one percent (0.25%) per annum for each additional 90-day period that the notes are not registered and exchanged, up to a maximum amount of 1.0% per annum. Each 0.25% rate increase will result in an additional $125,000 in interest costs for us per 90-day period. Once the notes have been successfully registered with the SEC, and the exchange offer has been completed, the interest rate will immediately return to the 9¹/4% stated rate.