UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________
Form 8-K
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2005
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2006
Dollar Financial Corp. (Exact name of registrant as specified in charter)
Not Applicable (Former name or former address, if changed since last report)
DELAWARE (State or Other Jurisdiction of Incorporation or Organization)	000-50866 (Commission file number)		23-2636866 (I.R.S. Employer Identification Number)
1436 Lancaster Avenue, Suite 310, Berwyn, Pennsylvania (Address of principal executive offices)		19312 (Zip Code)
610-296-3400 (Registrant's telephone number, including area code)
Dollar Financial Group, Inc. (Exact name of registrant as specified in charter)
Not Applicable (Former name or former address, if changed since last report)
NEW YORK (State or Other Jurisdiction of Incorporation or Organization)	333-18221 (Commission file number)		13-2997911 (I.R.S. Employer Identification Number)
1436 Lancaster Avenue, Suite 310, Berwyn, Pennsylvania (Address of principal executive offices)		19312 (Zip Code)
610-296-3400 (Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1436 Lancaster Avenue, Suite 310, Berwyn, Pennsylvania (Address of principal executive offices)		19312 (Zip Code)
610-296-3400 (Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Current Report on Form 8-K is filed by Dollar Financial Corp., a Delaware corporation (the "“Company"”), pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and by the Company's wholly-owned subsidiary, Dollar Financial Group, Inc., a New York corporation ("“Group"”) pursuant to Section 15(d) of the Exchange Act.

Item 1.01. Entry ~~into~~Into a Material Definitive Agreement.

~~Effective~~On ~~December~~June 3128, ~~2004~~2006, the ~~Company established the Dollar Financial Corp. Deferred~~ Compensation ~~Plan~~Committee ~~(the “Plan”). The Plan is a non-tax qualified, deferred compensation plan available to a select group~~ of ~~managers or highly compensated employees of~~ the ~~Company~~Board ~~and its affiliates, to enable them to save for retirement by deferring up to fifty percent~~ of ~~their~~Directors ~~compensation and/ or one hundred percent~~ of ~~their bonus earned in each year. The Plan also allows for discretionary contributions by~~ the Company ~~on behalf of certain participants. A copy of~~ (the ~~Plan~~“Compensation isCommittee”) ~~attached~~approved ~~hereto as Exhibit 10.1. Under~~ the ~~Plan,~~following ~~compensation~~actions ~~and/or~~with ~~bonus~~respect ~~amounts may be deferred until termination of employment or other specified dates participants may choose. The account of any participant in the Plan, and the right of such participant~~ to ~~receive~~certain ~~distributions~~members ~~from his or her account, are considered an unsecured claim against the general assets~~ of ~~the~~ Company ~~and Group~~management.

OnApproval ~~November 17, 2005 the Compensation Committee~~ of ~~the~~Key ~~Board~~Management ofBonus Directors of the Company approved contributions (the “Contributions”) of certain management bonuses to the Plan to be made on behalf of certain members of Company management in the aggregate amount of $699,331Program. ~~The Contributions included contributions in the specified amounts to the Plan on behalf of the following Named Executive Officers of the Company:~~

Jeffrey A. Weiss	$178,750
Donald Gayhardt	$107,500
Randy Underwood	$61,875
Sydney Franchuk	$36,520
Cameron Hetherington	$42,372

The Compensation Committee adopted a cash bonus plan for fiscal 2007 (the “2007 Plan”) in which the key management of the Company will participate, including Randy Underwood and Sydney Franchuk, who are each named executive officers of the Company. The 2007 Plan sets forth target bonus amounts as a percentage of base compensation, subject to increase based upon achievement of certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) goals of the overall company and, in the case of a number of the 2007 Plan participants, the performance of the business unit in which they operate. The target bonus award for the named executive officers participating in the 2007 Plan is as follows: (i) Randy Underwood, 60%; and (ii) Sydney Franchuk, 50%. The maximum bonus opportunity is as follows: (i) Randy Underwood, 120%; and (ii) Sydney Franchuk, 100%. The Compensation Committee and/or the Board will determine the EBITDA operating targets and methodology on which the bonuses are paid pursuant to the 2007 Plan based upon methods used historically by the Company. The Compensation Committee and/or the Board of Directors of the Company retain the right to amend, alter or terminate the 2007 Plan at any time. The bonuses under the 2007 Plan will be calculated and paid after finalizing the Company's annual financial results for fiscal 2007.

~~The~~Compensation ~~aggregate~~Increase ~~Contributions were included in accrued expenses and other liabilities on the Company’s consolidated balance sheet~~ for ~~the~~Certain ~~fiscal~~Named ~~year~~Executive ~~ending June 30, 2005~~Officers.

~~Item~~The ~~9.01~~Compensation Committee approved the following annual compensation adjustments effective July 1, 2006: (i) the annual base compensation for Randy Underwood, the Company's Executive Vice President and Chief Financial ~~Statements~~Officer, was increased to $311,000; and ~~Exhibits~~(ii) the annual base compensation for Sydney Franchuk, the Company's Senior Vice President and President-North American Operations, was increased to C$275,000.

~~(c) Exhibits~~Restricted Stock Award under the 2005 Stock Incentive Plan.

~~10.1~~The ~~Dollar~~Compensation ~~Financial~~Committee ~~Corp.~~approved ~~Deferred~~the ~~Compensation~~grant of an aggregate of 65,750 restricted shares of the Company’s common stock under the Company’s 2005 Stock Incentive Plan (the “Incentive Plan”) to certain members of Company management (the “Issuance”), including the Named Executive officers set forth in the table below. The Issuance will vest in twenty-four (24) equal monthly installments commencing July 1, 2007 if, and only if, the Company attains certain pre-

~~SIGNATURE~~tax income amounts for the fiscal year ended June 30, 2007 as determined by the Compensation Committee.

~~Pursuant~~The toIssuance ~~the~~included ~~requirements of~~ the ~~Securities~~following ~~Exchange~~specified ~~Act~~amounts ofto ~~1934,~~ the ~~registrant~~following ~~has~~Named ~~duly~~Executive ~~caused~~Officers ~~this~~of ~~report to be signed on its behalf by~~ the ~~undersigned hereunto duly authorized.~~Company:

DOLLAR FINANCIAL CORP.

Named Executive Officer	Title	Restricted Shares
Randy Underwood	Executive Vice President and Chief Financial Officer	5,000
Sydney Franchuk	Senior Vice President and President-North American Operations	4,000

~~Date:~~Deferred ~~November~~Compensation ~~21,~~Contribution ~~2005~~under ~~By:/s/~~the ~~Randy~~Deferred ~~Underwood~~Compensation Plan.

~~Randy~~The ~~Underwood~~Compensation Committee approved contributions (the “Contributions”) under the Company’s Deferred Compensation Plan (the “Plan”) to be made on behalf of certain members of Company management in the aggregate amount of $ 940,000. Each such award will vest in twenty-four (24) equal monthly installments commencing July 1, 2007 if, and only if, the Company attains certain pre-tax income amounts for the fiscal year ended June 30, 2007 as determined by the Compensation Committee.

~~Executive~~The ~~Vice~~Contributions ~~President~~included ~~and~~contributions ~~Chief~~in the specified amounts to the Plan on behalf of the following Named Executive Officers of the Company:

Financial Officer

Named Executive Officer	Title	Deferred Compensation
Randy Underwood	Executive Vice President and Chief Financial Officer	$100,000
Sydney Franchuk	Senior Vice President and President-North American Operations	$75,000

~~DOLLAR FINANCIAL GROUP, INC.~~-3-

~~Date: November 21, 2005 By:/s/ Randy Underwood~~SIGNATURE

~~Randy~~Pursuant ~~Underwood~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Executive~~DOLLAR ~~Vice~~FINANCIAL ~~President and Chief~~ CORP.

Date: July 5, 2006 By:/s/ Randy Underwood Randy Underwood Executive Vice President and Chief Financial Officer

~~EXHIBIT~~DOLLAR ~~INDEX~~FINANCIAL GROUP, INC.

Exhibit No.	Description
10.1	Dollar Financial Corp. Deferred Compensation Plan.

Date: July 5, 2006

By: /s/ Randy Underwood

Randy Underwood

Executive Vice President and Chief

Financial Officer

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