SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549




FORM
      10-KSB




(Mark
      One)




x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934




For
      the
      fiscal year ended May 31, 2007




OR




o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF
                1934




For
      the
      transition period from _______________ to _______________




Commission
      File Number 001-15783




CASH
      TECHNOLOGIES, INC.


(Name
      of
      small business issuer in its charter)


Delaware
              
              95-4558331(State
                  or other jurisdiction
              
              (I.R.S.
                  Employerof
                  incorporation or organization)
              
              Identification
                  No.)




1434
      W.
      11th Street Los Angeles, CA 90015


(Address
      of principal executive offices) (Zip code)




(213)
      745-2000


(Issuer's
      telephone number, including area code)




Securities
      registered under Section 12(b) of the Exchange Act:


Name
                  of Each ExchangeTitle
                  of Each Class
              
              on
                  Which RegisteredNone
              
              None




Securities
      registered under Section 12(g) of the Exchange Act:


Name
                  of Each ExchangeTitle
                  of Each Class
              
              on
                  Which RegisteredCommon
                  Stock, $ .01 Par Value
              
              American
                  Stock Exchange




x
            Check
                whether the issuer (1) filed all reports required to be filed bySection
                13 or 15(d) of the Exchange Act during the past 12 months (or forsuch
                shorter period that the registrant was required to file suchReports),
                and (2) has been subject to such filing requirements for thePast
                90 days. Yes x No o









o
            Check
                if there is no disclosure of delinquent filers in response to Item
                405 of
                Regulation S-B is not contained in this form, and no disclosure will
                be
                contained, to the best of registrant's knowledge, in definitive proxy
                or
                information statements incorporated by reference in Part III of this
                Form
                10-K or any amendment to this Form 10-K.


Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o No
þ
 
 Our
        revenues, for our fiscal year ended May 31, 2007, were $313,946.
 
 On
        May
        31, 2007, there were 22,790,663 shares of common stock, $ .01 par value per
        share, issued and outstanding. The aggregate market value of the Common Stock
        of
        Registrant held by non-affiliates of Registrant computed by reference to
        the
        closing bid price $0.96 at which the stock was sold on such date was,
        approximately $21,879,036.
 
 APPLICABLE
        ONLY TO CORPORATE REGISTRANTS
 
 On
        September 9, 2007, there were 24,442,976 shares of Common Stock, $ .01 par
        value, issued and outstanding.
 
 DOCUMENTS
        INCORPORATED BY REFERENCE
 
 None









PART
      I




Item
      1.
      Description of Business




Introduction




Cash
      Technologies, Inc., is a Delaware corporation, incorporated in August 1995.
      Unless the context otherwise requires, references herein to "we," "our" or "Cash
      Tech" refers to Cash Technologies, Inc., and its wholly-owned and majority-owned
      subsidiaries National Cash Processors, Inc., a Delaware corporation;
      CoinBank Automated Systems, Inc., a Delaware corporation; CoinBank Automation
      Handels GmbH, organized operating in Salzburg, Austria, Cash Tech Card
      Systems, Inc. (formerly Cintelia Systems Inc.), a Delaware corporation,CT Holdings,
      LLC., a Delaware corporation of which we own 86.65%, Claim-Remedi Service,
      Inc. (formerly Heuristic Technologies, Inc.), a Delaware company and TAP
      Holdings, LLC (formerly dba Tomco Auto Products), of which we own 100%. Our address
      is 1434 West 11th Street, Los Angeles, California 90015. Our
      telephone


number
      is
      (213) 745-2000.




Business
      Highlights




Following
      are certain financial and operational accomplishments during and subsequent
      to FY 2007, explained in further detail throughout this document:




·
            Sold
                  our Tomco line of business, which we purchased in November2004
                  for $2.5 million in cash, forup
                  to $11$10.4million
                  inthe
                  form of a $9.1 million secured promissory note and $1.3 million
                  incash*




·
            Raised
                approx. $2.2M in equity for operations


·
              Established
                    strategic relationships with major distribution partners in the
                    healthcare
                    industry, including the largest supplier of medical supplies
                    in the U.S.,Physician
                    Sales and Service (NASDAQ:PSSI) andAccuro Healthcare Solutions (formerly Imacs, Inc.), a leading
                    healthcare
                    software company.


·
                Rolled
                      out the first electronic pharmacy claims processing platform
                      to the U.S.
                      Air Force
 ·
                Completed
                      exclusive agreements with debit card distributors including
                      TV advertising
                      companyTV
                      Media LLC,
                      online Latino communityConnectados.com,
                      Birthright Israel sponsor Mayanot Institute.
 (*under
        certain conditions the note may not pay out the entire face amount - see
        details
        below)


Until
      this year, we were engaged in two principal lines of business, namely,
      data processing (including healthcare data processing and financial
      data processing)and the manufacturing of auto products, however in
      October, 2006 we sold our auto products business.




Furthermore,
        it is our strategy, in addition to the continued aggressive marketing of
        our
        products, to actively seek acquisitions and investments in the healthcare
        industry that are synergistic to our healthcare products.




Patented
      capabilities of EMMA include its ability to manage and communicate
      the various transaction messages in parallel, or asynchronously, expediting
      transaction processing and the ability to manage disparate networks efficiently.




CLAIM-REMEDI
      SERVICES, INC., CASHTECHCARD SYSTEMS, INC.




In August late 2004,
        we
        expanded our data processing initiatives into
        the
        healthcare and debit card industries by establishing our Claim-Remedi Services,
        Inc. and CashTechCard Systems, Inc. subsidiaries and hiring executive staff
        experienced in those industries development,
        Claim-Remedi has launched a line of products to improve the processing
        of healthcare insurance claims and CashTechCard began marketing a debit
        card product that targets the employee benefits, payroll and underbanked market
        segments.




Page
          3




Claim-Remedi's
      products include more specifically:




·
            ProIdentify,
                which allows determination of a patient's insuranceeligibility
                status in real time, allowing healthcare providers toavoid
                eligibility losses that affect approximately 6% of insuranceclaims.




·
            Pro837,
                a claim editor that can be implemented by both health care providers
                and
                insurers, permitting healthcare organizations to identify and correct
                insurance claims that contain errors or invalid information. For
                providers, Pro837 dramatically improves the rate of payment of medical
                insurance claims by identifying defects in the claims that would
                prevent
                payment. The result is decreased accounts receivables, receivables
                days
                outstanding and overhead. When employed by insurers, Pro837 automatically
                filters defective claims that would otherwise be handled manually
                at
                significantly greater expense, reducing overhead while improving
                service
                to the provider community. We believe that Pro837 represents a
                breakthrough in medical data processing technology that can, over
                time,
                achieve an improvement in the healthcare industry in the United States.
                When Pro837 is combined with our ProIdentify and ProClaimSubmit products,
                the result is a robust claims processing suite that can substantially
                reduce the cost of healthcare administration. Pro837 includes software
                developed by ClaimRemedi, Inc., from whom Claim-Remedi obtained an
                eight
                year exclusive license in February, 2005 and in which we own a 19.9%
                equity stake.




·
            ProClaimSubmit,
                an "all-payer" claims clearinghouse that permitshealth
                care providers to submit their claims to virtually anyinsurer
                in the U.S. through a single internet connection.ProClaimSubmit
                utilizes the services of various network providers,including
                those of Affiliated Computer Services, Inc., a major U.S.healthcare
                data processor, with whom Claim-Remedi established astrategic
                marketing relationship in June, 2005.




CashTechCard's
      products include a stored-value MasterCard debit card suited
      for the unbanked, sub-prime or underage markets as well as for corporate payments,
      loyalty programs, membership clubs and other applications. The
      cards
      overlap our healthcare strategy in that they can be used as Health Savings
      Accounts and claim-payment tools by healthcare insurers.In addition to
      allowing typical credit-card type purchases and ATM withdrawals, the Card acts
      as a
      virtual bank account, permitting direct deposits and electronic bill payments.
      Unlike credit cards, stored-value cards are prepaid; i.e. they can be used
      only
      for purchases or withdrawals up to the amount previously loaded onto the
      card.
      Since no credit underwriting is required; persons without a bank account
      or with poor credit can obtain one. Companies can use the Card as a way to
      distribute payroll to temporary or unbanked workers or to distribute tax-exempt
      medical and transportation benefits without issuing checks, parents can
      provide the Cards to teenagers to efficiently and safely manage a spending allowance,
      check cashers can distribute the Card to customers and load the Card with
      check cashing proceeds, etc. The medical benefits capabilities of the cards provides
      an interrelationship with our Claim-Remedi healthcare products. The card
      is
      presently marketed under the name CashTech.Card and Papa Cash Card. We earn
      fees
      on every card transaction.




Prior
        to
        the formation of Claim-Remedi and CashTechCard Services the Company developed
        and patented sophisticated transaction processing technology called EMMA. will
        enhance those products. For healthcare products, EMMA can integrate financial
        functions with health insurance processing to further improve efficiency
        in the healthcare industry. For stored-value cards, EMMA can add proprietary
        functionality to differentiate the cards from competitive offerings.




TOMCO
      AUTO PRODUCTS




Tomco
      remanufactured and sold replacement fuel systems (carburetors and diesel
      pumps) for domestic and foreign automobiles, trucks and marine applications.
      The Company distributed its products through a nationwide network of
      retailers. On October 31, 2006 TAP Holdings, LLC sold most of its assets to
      Champion Parts, Inc. The sale included a transfer of all carburetor related
      inventory, trademarks, patents and sales contracts. TAP received $1.3 million
      in
      cash and up to $9.1 million in future payments, represented by a secured
      promissory note, to be paid over a maximum of 11 years based on a percentage
      of
      combined carburetor sales by Champion. After Cash Tech's investment in TAP
      has
      been fully repaid (approximately $1.2 million), TAP will pay approximately
      37%
      of the proceeds from the Champion note to Tibrand Capital Ventures, LLC, Cash
      Tech's former partner in TAP, with the remainder paid to Cash Tech. TAP has
      closed its Los Angeles factory and terminated any remaining employees.




Page
          4




Industry
      (Market) Overview




Health
      Care Products




The
      healthcare industry is plagued with data communications and compatibility
      problems that financial services and other industries solved years ago
      using
      modern data processing tools. Our experience in financial data processing
      technologies provided the background for us to acquire and develop products
      that bridge weaknesses in healthcare administration. "Cost control" in the
      healthcare industry has traditionally referred only to capping medical expenditures.
      Since further reducing payments to providers is difficult and will likely
      result in only small gains, the emphasis has shifted to reducing administrative
      costs. Comparatively few efforts had been made to control administrative
      costs, which account for a large portion of the total cost of healthcare.
      In the United States, where $2 trillion is spent on healthcare annually,
      inefficient healthcare administration is costly. Our software


solutions
      target several particularly inefficient areas of healthcare administration:
      claim submission, determination of patient insurance eligibility for
      healthcare providers, and claim editing for providers and payers.




Products
      for Healthcare Providers


To
        healthcare providers, Claim-Remedi offers Pro837, ProIdentify and
        ProClaimSubmit. These products, sold as a monthly subscription or on a per
        transaction basis, greatly reduce the cost of healthcare administration for
        providers. None of these products require any significant investment in new
        software or hardware by customers - the products are designed to be fully
        compatible with all existing systems used by healthcare organizations.
 
 Currently,
        some 30% of all health insurance claims submitted by a provider are
        rejected by the payer organization and returned weekslater
        for correction and resubmission or are considered invalid. Pro837 acts like
        a
        claims proofreader: Before the claims are submitted to the payer organization,
        Pro837 subjects the claim to the exact standards used by the respective payer
        organization in adjudicating the claim - nearly two million business rules
        are
        contained in Pro837's rules engine. It then reports problem claims with precise
        instructions for repairing the errors and forwards payable claims to the
        payer-
        all in a matter of seconds. Pro837 can reduce a provider's claim rejection
        rate
        to less than 2%, a dramatic improvement. Implementation of Pro837 results
        in a
        significant reduction in receivables, receivables days outstanding and overhead
        costs of managing claims. To maintain the highest performance standards,
        Pro837's rules engine is updated every week with the newest published rules
        from
        payer organizations as well as unpublished and often unannounced rules resulting
        from the reverse
        engineering of actual payment rejection files.
 
 Providers
        incur significant financial losses by giving service to patients who lack
        insurance or whose insurance information is invalid. In order for a healthcare
        provider to determine the insurance coverage of a patient, it is often necessary
        to phone each patient's insurance company and have an agent locate the
        information, or consult the company's website. ProIdentify replaces this
        function electronically by interfacing with the patient databases of most
        insurance companies in the U.S. to provide the same information immediately
        over
        an internet connection using any web browser. The use of ProIdentify can
        completely eliminate the provider's eligibility losses.
 
 ProClaimSubmit
        is an "all-payer clearinghouse" solution. Far more efficient than manual
        (paper)
        claim submission, ProClaimSubmit allows the provider to electronically submit
        claims to virtually any payer in the U.S. through an online connection with
        Claim-Remedi, saving time and costs.
  Page
            5


Packaging
        these products together provides customers with a complete claim proofreading
        and submission solution. The package greatly accelerates cash flow and reduces
        costs. The suite can also give healthcare facilities unmatched accuracy in
        predicting cash flow and determining the value of receivables.
 
 Products
        for Healthcare Payers
 
 For
        healthcare payers, Claim-Remedi markets a version of Pro837 called Payor837
        on a
        per transaction basis.
 
 Payor837
        acts like a filter for payers, allowing only claims that are able to be paid
        to
        reach the billing staff, immediately rejecting defective claims (those that
        are
        incomplete, erroneous or fail the payer's business rules), sending those
        claims
        back to the respective providers with detailed explanations of required
        corrections. This process results in a dramatic reduction in claims handling
        and
        associated costs and improved information for the providers. We have joined
        forces with strategic partner Affiliated Computer Services, Inc. ("ACS"),
        one of
        the nation's largest medical data processors, to bundle Payor837 with ACS's
        claims submission gateway. This will allow payers to receive "clean" claims
        submitted by any provider through a single connection instead of receiving
        error-laden claims from thousands of submitters over hundreds of separate
        connections. We will believe that this will prove to be a compelling product
        for
        payers in the U.S.
 
 Pro837/Payor837
        Software
 
 Claim-Remedi
        acquired an 8-year exclusive license for the major component of Pro837/Payor837
        from the third-party developer of the software, subject
        to certain volume targets. A portion of all per-transaction revenue
        received from customers is paid to the third-party developer. Further, Cash
        Technologies owns a 19.9% equity stake in the developer, Claim Remedi, Inc.
 
 Stored
        Value Card
 
 CashTechCard
        Systems offers a stored-value debit MasterCard card which has a variety of
        applications, including (i) corporate expense and benefits reimbursements,
        (ii)
        corporate payroll, (iii) credit card functionality for those with bad or
        no
        credit or no bank account, (iv) as a loyalty or membership card with financial
        functions, (v) virtual bank account, (vi) as a means of providing funds to
        dependents, etc. The
        Card
        can also be used as a Health Savings Account (HAS), allowing employers to
        reimburse healthcare costs of high-deductible health plans with greatly reduced
        administration and costs.The Card can be used at millions of merchants
        and ATMs around the world and features MasterCard fraud and loss protection.
        The
        Card can be reloaded and managed at the CashTechCard.com website, via toll
        free
        phone support or at tens of thousands of Green Dot Financial Network locations,
        including Rite Aid, CVS, Walgreens, RadioShack and many other retailers
        nationwide. Competition in the U.S. for debit card distribution is fierce
        and
        made it attractive for us to create a card program in Europe, where prepaid
        debit cards are in their infancy and where we can distribute cards through
        relationships created previously in the marketing of our European coin machines.


Page
          6




Healthcare
      Products and Stored Value Card





The
      market for Claim-Remedi products can be divided into three segments: large
      providers (hospitals, institutions) small providers (physician practices) and
      payers (insurance companies, health plans, etc.). In each case our strategy
      is
      to partner with sales channels and leverage their existing relationships with
      clients to minimize our need to create and support a large direct sales force.
      Based on completed and pending events, we believe that strategy will prove
      to be
      a successful one for the distribution of Claim-Remedi products. As our products
      are software and web-based, expanded distribution is achievable without a
      corresponding increase in overhead.





Claim-Remedi
      has contracted non-exclusively with Physician
      Sales and Service, Inc. (PSS), the largest supplier of medical products to
      the
      physician practice market in the U.S., to distribute its healthcare software
      products. PSS has about 700 sales reps in the U.S. and approximately 250,000
      doctor clients. Claim-Remedi is also direct-marketing to the small practice
      market and pursuing partnerships with other software vendors for integration
      of
      our products with their complimentary products.


In
        the
        hospital market, Claim-Remedi has begun direct marketing to hospitals and
        pursuing relationships with hospital software vendors. One such relationship,
        with Accuro Healthcare Solutions (formerly Imacs, Inc.) will integrate
        Claim-Remedi’s eligibility product with Accuro’s products. Accuro provides
        software to more than a thousand hospitals in the U.S. Lastly,
        through direct marketing and ourassociation
        with Affiliated Computer Services, Inc.(ACS),
        we are
        marketing ourproducts
        to payers.
  CashTechCard's
          debit card products are sold through several channels. We are marketing
          the
          cards through resellers, including: A
          Southern California check cashing chain Leading
          TV advertising company TV Media, LLC, who have begun marketing a private-labeled
          version of our debit card called the iShop Card Conectados.com,
          the largest Spanish speaking internet community Mayanot
          Institute, a sponsor of the Birthright Israel program in which the Israeli
          government sponsors thousands of Jewish students to visit Israel at no
          cost We
          have
          also completed
          an agreement with a payment processor to distribute a private-labeled version
          of the card to be called the Greenback Card(TM). Our
          website at www.cashtechcard.com, is used to market the card using internet
          marketing techniques. In
          addition we have created a prepaid debit card program in Europe, where
          the
          prepaid market is in its infancy.
 Distribution
          is expected to be accomplished through pending relationships with
 marketing
          channels that are already distributing prepaid insurance, phone and
 other
          products to millions of customers.




Page
          8




Claim-Remedi
      and CashTechCard Products





Claim-Remedi's
      healthcare products compete in a large and highly competitive industry filled
      with products that have similar functionality to Claim-Remedi's products. Large
      healthcare data processors, such as WebMD, McKesson, EDS, Perot Systems and
      others offer eligibility and claims clearinghouse capabilities that have similar
      capabilities as those offered by Claim-Remedi. Several companies offer claims
      scrubbers which have similar functionality to Claim-Remedi's Pro837 product.
      While we believe that Pro837 offers compelling advantages over these competing
      products, the competitors have significantly greater financial, marketing and
      other resources than we do and the successful marketing of their products may
      lessen or minimize the demand for Claim-Remedi's products. Claim-Remedi intends
      to compete successfully by combining Pro837 into bundled offerings that are
      well
      received by customers and thereby capturing a small percentage of the $1.5
      trillion U.S. healthcare market, however there can be no assurance that
      Claim-Remedi will succeed in this endeavor.





Similarly,
      the debit card and stored-value card products compete in a large debit and
      credit card industry filled with similar and substitute products. Customers
      may
      opt to utilize other forms of payment, other card products or similar products
      marketed by other companies, rendering CashTechCard's cards obsolete. Other
      stored-value cards have nearly identical functionality to the CashTechCard
      products and may be more effectively marketed by companies with greater
      resources. CashTechCard intends to compete successfully by offering the
      state-of-the-art in card functionality, web-based and phone support, aggressive
      pricing and the utilization of existing sales channels, however there can be
      no
      assurance that CashTechCard will succeed in distributing a meaningful number
      of
      cards.





Remanufactured
      Fuel Systems





There
      are
      numerous small, family-owned remanufacturers servicing their local markets,
      however, there are only two national remanufacturers of fuel systems who compete
      with Tomco; Holley (a division of Coltec Industries) and Champion Parts, Inc.,
      with whom we have an agreement to sell Tomco. Indirect competitors are the
      companies that supply carburetor rebuilding kits which allow the consumer to
      rebuild a carburetor. The larger carburetor kit suppliers are: Walker Products,
      Tomco Inc. (St. Louis), Standard Motor Products, and Ace Electric. Tomco offers
      a 90-day warranty on all of its products. The Company does not have patents,
      trademarks, licenses or franchises.





Intellectual
      Property





Although
      we have received U.S. Patents with respect to our CoinBank machine and EMMA
      technology, there can be no assurance that these patents will afford us with
      any
      meaningful protection. Any or all claims of a patent can be invalidated even
      after its issuance through litigation and other administrative procedures.
      If we
      fail to adequately defend such attacks, one or more of our claims or our entire
      patent(s) could be invalidated and of no further value to us. We rely on a
      combination of trade secrets, technical measures, copyright protection and
      nondisclosure agreements with its employees to establish and protect the ideas,
      concepts and documentation of certain software developed by us and used
      primarily in its cash processing operations ("Developed Software"). Such methods
      may not afford complete protection, and there can be no assurance that third
      parties will not independently develop such technology or obtain access to
      the
      Developed Software. Although we believe that the Developed Software and other
      software used in its operations does not infringe upon the rights of others,
      there can be no assurance that the Developed Software or such other software
      does not and will not infringe upon the patents or intellectual property rights
      of others. See "Risk Factors"-Litigation.




Page
          9




In
      the
      event of infringement, we could, under certain circumstances, be required to
      obtain a license or modify aspects of the Developed Software or such other
      software or refrain from using such software. There can be no assurance that
      we
      will have the necessary financial resources to defend any infringement claim
      made against us or to successfully terminate any infringement in a timely
      manner, upon acceptable terms and conditions or at all. Failure to do any of
      the
      foregoing could have a material adverse effect on us. Moreover, if the Developed
      Software or other software used in our business is deemed to infringe upon
      the
      rights of others, we could, under certain circumstances, become liable for
      damages, which could have a material adverse effect on us.




We
      believe that product recognition is an important competitive factor and promotes
      the CoinBank name in connection with our marketing activities. We received
      United States trademark registration for the "CoinBank" name in September 1997.
      Although we are not aware of any claims of infringement or other challenges
      to
      our rights to use this trademark, there can be no assurance that our marks
      do
      not or will not infringe upon the proprietary rights of others or that our
      marks
      would be upheld if challenged. We have not applied for the trademark with
      respect to the EMMA trade name or any other trade name.





Employees





As
      of May
      31, 2007, we employed 14 employees and three contractors on a full-time
      basis.  Of the Cash Tech staff, two were engaged in facilities and
      security, one in customer service, six in administration and business
      development, and six in system support and development.




Page
          10




RISK
      FACTORS




The
      following factors, in addition to those discussed elsewhere, should be considered
      carefully in evaluating our business and us. An investment in our shares
      involves a high degree of risk and is suitable only for those investors who
      can
      bear the risk of loss of their entire investment.




Risks
      Related to Our Financial Condition




**We
      have limited revenues and a history of incurring losses, which has resulted
      in
      our independent accountants issuing opinions containing doubts about our ability
      to continue as a going concern.**




We
      have
      generated limited revenues since our inception, and, while we expect to generate
      significant revenues within the next fiscal year, there is no assurance that
      we
      will be successful. For the fiscal years ended May 31, 2007 and 2006, we had
      net
      sales of $313,946 and $55,007, respectively. Virtually all of our revenues
      for
      the fiscal year ended May 31, 2005 until the quarter ending November 30, 2006
      were derived from our TAP subsidiary; however TAP operations substantially
      ceased on October 31, 2006 with the sale of most of its assets. Our efforts
      are
      now focused on the healthcare and financial data processing products which
      are
      marketed by our Claim-Remedi Services, Inc. and CashTechCard Systems, Inc.
      subsidiaries, however revenues will be substantially lower and losses will
      continue until and unless our products are more widely sold.




Prior
      to
      the fiscal year ended May 31, 2007 we have incurred losses since our inception.
      For the last two fiscal years ended May 31, 2006 and 2007, net income (losses)
      of ($5,038,393) and $(3,733,746) respectively. Net income for the fiscal year
      ended May 31, 2005, was derived principally from our purchase of the Tomco
      assets. While management believes that it will generate operating profits in
      the
      future, no assurance can be given. In its reports accompanying our audited
      financial statements for the fiscal years ended May 31, 2006 and 2007, our
      independent auditors included an explanatory paragraph wherein they expressed
      substantial doubt about our ability to continue as a going concern.





**We
      are unable to pay our current liabilities, and must rely on the continued
      forbearance of specific creditors to avoid bankruptcy.**





As
      of May
      31, 2007 we had outstanding current liabilities of $10,025,982, of which only
      $193,750 is not being paid as agreed. Our creditors have, to date, agreed not
      to
      accelerate on these obligations and not to foreclose on our assets. However,
      should the creditors demand immediate repayment, we would have to raise the
      needed funds to satisfy the obligations, possibly on unsatisfactory terms or
      failing that, we would have to consider filing for bankruptcy protection.





**We
      have an immediate need for capital and if we are unable to obtain the financing
      we need, our business may fail.**




As
      of May
      31, 2007, Cash Tech had working capital of $331,640 and available cash of
      $1,107,649. Our capital requirements have been and will continue to be
      significant, and our cash requirements have exceeded cash flow from operations
      since inception. We are in immediate need of capital to continue to operate.
      We
      have been dependent on the proceeds of private placements of our debt and equity
      securities to satisfy our working capital requirements. We will be dependent
      upon the proceeds of future private placement offerings or other public
      offerings to fund our short-term working capital requirements, to fund certain
      marketing activities and to continue implementing our business strategy. There
      can be no assurance we will be able to raise necessary capital. To the extent
      that we incur indebtedness or issue debt securities, we will be subject to
      all
      of the risks associated with incurring indebtedness, including the risks that
      interest rates may fluctuate and cash flow may be insufficient to pay principal
      and interest on any such indebtedness. Any inability to obtain additional
      financing when needed could require us to significantly curtail, or possibly
      cease altogether, our operations. There can be no assurance that our lenders
      will not declare an event of default and demand immediate payment or seek to
      attach our assets. As of May 31, 2007, we also owe $3,654,096 to General
      Electric Capital Corporation. In 2000, we entered into the first of several
      loan
      renewals with G.E., the most recent of which was executed in December 2006
      and
      will expire on February 1, 2008. We have no current arrangement or capability
      to
      repay G.E. its principal.





**Our
      assets serve as collateral for various loan obligations and therefore may not
      be
      available for distribution to stockholders in the event of
      liquidation.**




We
      have
      previously granted security interests in all of our assets to several lenders,
      including the holder of notes in the principal and interest amount of
      $256,500 issued in a placement which was completed in January 2000, equipment
      liens in favor of General Electric Capital Corporation pursuant to a Master
      Security Agreement originally entered into in May 1997 and liens in favor of
      BFI
      Finance on all assets of TAP Holdings pursuant to a Loan and Security Agreement
      entered into in November, 2004.




Page
          11




The
      G.E.
      loan is secured by certain of our CoinBank machines. As of May 31,2007, we
      were
      indebted to G.E. in the amount of approximately $3,654,096 including interest.
      As a result of the aforementioned security interests, creditors would be
      entitled to collect upon the assets prior to any distribution being available
      to
      holders of our Common Stock or Preferred Stock.





The
      BFI
      loan is a revolving accounts receivable credit facility secured by all of the
      business assets of TAP Holdings, LLC as well as a limited personal guaranty
      from
      TAP's former chairman (who is not an employee of Cash Technologies). As of
      May
      31 2007 we owed BFI approximately $538,821 including interest. The outstanding
      balance owed to BFI is expected to be fully paid by approximately October,
      2007
      from the collection of remaining Tomco receivables (which were not sold by
      TAP
      in the Tomco sale transaction) and monthly note payments from the acquirer
      of
      the Tomco assets.





**Any
      additional financing that we may obtain may substantially dilute the interests
      of our stockholders** .




To
      the
      extent that we obtain additional financing through the issuance of additional
      equity securities in the future, such issuance may involve substantial dilution
      to our then-existing stockholders.




**Risks
      Related to TAP Holdings, LLC**





**TAP’s****revenues****are entirely dependent on payments
      from one company**





**On
      October 31, 2006, TAP sold most of its assets to Champion Parts, Inc. The
      initial cash payment from Champion of $1.3 million was paid to TAP,s secured
      lender. The remainder of the purchase price is in the form of a $9.1 million
      promissory note with a term of 11 years, monthly payments for which are
      calculated based on a percentage of the total carburetor sales by Champion.
      While Champion’s projected revenues are expected to result in the note being
      paid in full during its term, poor performance by Champion, its customers or
      the
      carburetor industry, or a default or bankruptcy by Champion could result in
      a
      disruption in monthly payments and the note amount not being fully paid.
      Further, Champion’s payment obligations under the note shall cease at the end of
      the 11-year term even if the note amount has not been paid in full if through
      no
      act of default by Champion. Under the terms of the Champion note, the initial
      six payments beginning February, 2007 are $100,000 per month. Thereafter,
      payments will vary based on the terms of the note. In any event, however, such
      payments shall, for the foreseeable future, constitute a material contribution
      to the Company’s cash flow and the loss of such payments for any reason could
      have a material adverse affect.**





**Risks
      Related to Our Healthcare and Prepaid Debit Card Products**





**Competition
      in healthcare software and prepaid debit card products is
      intense.**





Claim-Remedi’s
      healthcare products compete with products offered by companies that are larger,
      better known and better capitalized than Claim-Remedi. Similarly, competition
      in
      the prepaid debit card market is intense and some competitors are larger and
      more established than CashTechCard. Claim-Remedi and CashTechCard have taken
      steps and developed features designed to differentiate our products, however
      these steps may prove inadequate in which event the companies might have to
      withdraw one or more of their products which would have a material adverse
      effect on Cash Technologies.





**Claim-Remedi
      and CashTechCard are liable for the loss or misuse of personal
      information.**





Claim-Remedi,
      CashTechCard and their affiliates have custody of, or come into contact with,
      various types of personal information about consumers, their medical records
      and
      financial transactions. The company has taken steps to safeguard such
      information and requires that its suppliers safeguard such information, however,
      in the event such safeguards fail to prevent the loss or misuse of personal
      information, the companies might be liable for any damages caused thereby.





**Claim-Remedi
      and CashTechCard are substantially dependent on third parties for data
      processing and customer support.**





Most
      data
      processing and customer support for Claim-Remedi’s and CashTechCard’s products
      is performed by third parties under various exclusive and non-exclusive
      contracts. This reduces infrastructure development costs and increases speed
      to
      market, however the failure of a third party to perform its duties or renew
      a
      service agreement could be materially detrimental to the companies’ operations.





**Data
      processing margins generally decline as products become more
      mature.**





Data
      processing products usually become “commoditized” as they mature, with a
      corresponding reduction in profit margins. This is caused by a number of
      factors, including: Increased competition forcing lower prices; increased
      volumes creating economies of scale which permit lower prices by competitors,
      software development costs which are eventually fully amortized also permits
      lower prices, et al. There is no assurance that Claim-Remedi can generate enough
      growth in its sales to outpace these market forces.





Page
          12




**CashTechCard
      has liability for debit card losses.**





Under
      CashTechCard’s agreement with its card issuing bank, CashTechCard has liability
      for losses caused by card fraud and misuse. These losses are predicted based
      on
      historical statistics and compensating reserves are maintained by the issuing
      bank, however in the event that these losses were to increase due to unexpected
      behavior of a particular card program or cardholder group, CashTechCard and
      the
      Company would be adversely affected.





**Risks
      Related to Our CoinBank Machines**


**Impairment
      Charge**





We
      are
      currently holding for sale approximately 236 CoinBank machines which were
      manufactured when the Company was actively engaged in the sale of such
      equipment. The machines have a carrying value of approximately $609,890 at
      May
      31, 2007. We have taken an impairment charge in the fiscal year ended May 31,
      2004 for the carrying value of our CoinBank machines. Impairment on coin
      machines was $154,140. The impairment was taken due to low inventory turnover
      for the coin machines. In future periods, while we intend to liquidate the
      remaining machines, additional impairment may be taken. If we conclude that
      such
      impairment exists, this could give rise to a substantial expense, which would
      increase our reported losses. For the fiscal year ended May 31, 2007, we sold
      no machines. We have identified parties interested in acquiring the
      remaining units, although there is no assurance that such sales will be
      consummated and we may not fully recover the carrying value of our CoinBank
      machines held for sale.




**We
      are subject to risks relating to our international installations and
      sales** .




We
      are
      seeking to deploy certain products, such as debit cards, outside of the United
      States. To the extent that we are able to expand our operations and sales
      outside of the United States, we will be subject to the risks associated with
      international operations and sales, including economic and political
      instability, currency fluctuations, credit risks, shipping delays, customs
      duties, export quotas, foreign government regulations and other trade
      restrictions, any of which could have a significant impact on our ability to
      operate effectively outside of the United States or to deliver such products
      overseas to customers on a competitive and timely basis.




**Risks
      Related to Government Regulation and Patent and Licensing matters**




**Uncertainty
      of patent and trademark protection.**




Although
      we have been issued U.S. Patents with respect to our CoinBank and EMMA
      technologies, there can be no assurance that these patents will afford us any
      meaningful protection. We intend to rely primarily on a combination of trade
      secrets, technical measures, copyright protection and nondisclosure agreements
      with our employees to establish and protect the ideas, concepts and
      documentation of software developed by us. Such methods may not afford complete
      protection, and there can be no assurance that third parties will not
      independently develop such technology or obtain access to the software we have
      developed. Although we believe that our use of the software we developed and
      other software used in our operations does not infringe upon the rights of
      others, our use of the software we developed or such other software may infringe
      upon the patents or intellectual property rights of others. In the event of
      infringement, we could, under certain circumstances, be required to obtain
      a
      license or modify aspects of the software we developed or such other software
      or
      refrain from using such software. We may not have the necessary financial
      resources to defend any infringement claim made against us or be able to
      successfully terminate any infringement in a timely manner, upon acceptable
      terms and conditions or at all. Failure to do any of the foregoing could have
      a
      material adverse effect on us. Moreover, if the software we developed or any
      other software or hardware used in our business is deemed to infringe upon
      the
      rights of others, we could, under certain circumstances, become liable for
      damages, which could have a material adverse effect on us. We received United
      States trademark registration for the "CoinBank" name in September 1997.
      Although we are not aware of any claims of infringement or other challenges
      to
      our rights to use this trademark, there can be no assurance that our marks
      do
      not or will not infringe upon the proprietary rights of others or that our
      marks
      would be upheld if challenged.




**Risks
      Related to Our Management**




The
      success of our business also requires that we retain other qualified management
      personnel.




Our
      success is also dependent upon our ability to hire and retain additional
      qualified management, marketing, technical, financial and other personnel.
      Competition for qualified personnel is intense, and there can be no assurance
      that we will be able to hire or retain additional qualified personnel. Any
      inability to attract and retain qualified management and other personnel would
      have a material adverse effect on us.




Page
          13




**Our
      directors and officers have limited personal liability.**




Our
      Certificate of Incorporation includes provisions to limit, to the full extent
      permitted by Delaware law, the personal liability of our directors for monetary
      damages arising from a breach of their fiduciary duties as directors. In
      addition, our By-Laws require us to indemnify any of our directors, officers,
      employees or agents to the full extent permitted by Delaware law. As a result
      of
      such provisions in our Certificate of Incorporation and the By-Laws,
      securityholders may be unable to recover damages against our directors and
      officers for actions taken by them which constitute negligence, gross negligence
      or a violation of their fiduciary duties. This may reduce the likelihood of
      securityholders instituting derivative litigation against directors and officers
      and may discourage or deter securityholders from suing our directors, officers,
      employees and agents for breaches of their duty of care, even though such an
      action, if successful, might otherwise benefit us and our securityholders.




**If
      our common stock is delisted from the American Stock Exchange, we also are
      likely to be subject to the risks relating to penny stocks.**




Our
      common stock has not been traded above $5.00 in over seven years. If our common
      stock were to be delisted from trading on the American Stock Exchange and the
      trading price of the common stock remained below $5.00 per share, trading in
      our
      common stock would be subject to the requirements of certain rules promulgated
      under the Exchange Act related to so-called penny stocks. A penny stock is
      defined generally as any non-exchange listed equity security that has a market
      price of less than $5.00 per share, subject to certain exceptions. These rules
      require additional disclosure by broker-dealers in connection with any trades
      involving a stock defined as a penny stock and impose various sales practice
      requirements on broker-dealers who sell penny stocks to persons other than
      established customers and accredited investors, generally institutions. The
      additional burdens imposed upon broker-dealers by such requirements may
      discourage broker-dealers from effecting transactions in our common stock,
      which
      could severely limit the market price and liquidity of our common stock and
      the
      ability of purchasers to sell our common stock in the secondary market.





**The
      price of our common stock has been, and may continue to be, volatile.**




The
      market price of our common stock has fluctuated over a wide range, and it is
      likely that the price of our common stock will fluctuate in the future. Since
      June 1, 2006, the sale price for our common stock, as reported by the American
      Stock Exchange has fluctuated from a low of $0.xx to a high of $x.xx per share.
      The market price of our common stock could be impacted by a variety of factors,
      including:




·
            announcements
                of technological innovations or new commercialproducts
                by us or our competitors.




·
            changes
                in government regulation and policies which may beundertaken
                with respect to security issues related to terrorism,privacy
                and other matters.




·
            developments
                in the patents or other proprietary rights owned orlicensed
                by us or our competitors.




·
            matters
                related to our financial condition, including our ability toobtain
                necessary capital.




·
            litigation
                affecting us or our products.




·
            general
                market conditions in our industry.




In
      addition, the stock market continues to experience price and volume
      fluctuations. These fluctuations have especially affected the market price
      of
      many technology companies. Such fluctuations have often been unrelated to the
      operating performance of these companies. Nonetheless, these broad market
      fluctuations may negatively affect the market price of our common stock.




**We
      have the discretion to issue additional shares of preferred stock with rights
      and preferences superior to those granted to holders of our common stock.**




Our
        Certificate of Incorporation authorizes our board of directors to issue up
        to
        1,500,000 shares of preferred stock, from time to time, in one or more series.
        Our board of directors is authorized, without further approval of the
        securityholders, to fix the dividend rights and terms, conversion rights,
        voting
        rights, redemption rights and terms, liquidation preferences, and any other
        rights, preferences, privileges and restrictions applicable to each new series
        of preferred stock. The issuance of such stock could adversely affect the
        voting
        power of the holders of common stock and, under certain circumstances, make
        it
        more difficult for a third party to gain control of us, discourage bids for
        our
        common stock at a premium, or otherwise adversely affect the market price
        of our
        common stock.




Page
          14




ITEM
      2.
      DESCRIPTION OF PROPERTY


We
        currently lease our Los Angeles facility from Prime Financial Partners, Ltd,
        a
        Nevada limited partnership. Our monthly lease payment is $9,315 for 13,000
        square feet. The lease expires in April 2010. Bruce Korman, our CEO, is one
        of
        the partners of Prime Financial Partners, Ltd. Our Tomco operation leases
        a
        47,000 square foot facility in Los Angeles from the owners of Tomco Auto
        Products, Inc. Our monthly lease payment is $25,450. The lease expired in
        April,
        2006. We are currently on a month to month lease agreement.
 
 ITEM
        3.
        LEGAL PROCEEDINGS
 
 As
        previously reported, we terminated a consulting agreement with Abraham Mirman
        of
        Samson Consulting Corp. in 2003. In July 2004, Mirman initiated an arbitration
        in New York State claiming that the agreement was wrongfully terminated and
        that
        Samson was owed $600,000 in damages plus costs. In June 2005, an arbitrator
        awarded Sampson $100,000 in unpaid fees, $21,650 in statutory interest through
        July 20, 2005 and no attorney fees or costs. In December 2004, we initiated
        a
        lawsuit against Mirman in California, alleging that he failed to provide
        financing promised in February, 2003, causing damages in excess of $400,000.
        In
        February 2006, both parties agreed to settle all outstanding claims without
        any
        funds exchanged; i.e. we have dismissed our California lawsuit and Samson
        has
        vacated its New York judgment.
 
 In
        2001
        we delivered stock certificates representing 700,000 shares to an escrow
        agent
        as collateral for a loan. The loan was never consummated, and in May 2001
        we
        notified the transfer agent to cancel the shares. Thereafter the escrow agent,
        an attorney, died and we were never able to recover the certificates. In
        August,
        2004 it came to our attention that a party was attempting to transfer 450,000
        of
        the 700,000 shares. We immediately initiated a lawsuit in New York to prevent
        the transfer of the shares and have them retired. In December, 2004, we reached
        a settlement in which the shares would be returned to us without any exchange
        of
        money. We intend to similarly pursue the recovery of the remaining 250,000
        shares, however in the event that we cannot achieve a satisfactory outcome
        in
        such effort, or in the event that the pending settlement is not consummated
        for
        any reason, some or all of these shares may be treated as outstanding and
        our
        Stockholders' Equity line item would have to be adjusted to reflect such
        additional shares.
 
 ITEM
        4.
        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 PART
        II
 
 ITEM
        5.
        MARKET OF COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
 Our
        common stock is listed on the American Stock Exchange under the symbol, "TQ".
 
 The
        following is the range of closing bid prices for the common stock for the
        periods indicated below:
 
 Year
                    ended May 31, 2007
                
                High
                
                LowQ1
                June
                    1 - August 31
                
                1.29
                
                .67Q2
                September
                    1 - November 30
                
                1.25
                
                .80Q3
                December
                    1 - February 28
                
                1.17
                
                .80Q4
                March
                    1 - May 31
                
                1.12
                
                0.85
  Page
            15
  Year
                    ended May 31, 2006
                
                High
                
                LowQ1
                June
                    1 - August 31
                
                1.09
                
                0.75Q2
                September
                    1 - November 30
                
                1.19
                
                0.65Q3
                December
                    1 - February 28
                
                0.93
                
                0.55Q4
                March
                    1 - May 31
                
                1.20
                
                0.59
  On
        Jan
        30, 2006 we had a high and low price of $0.84 and $0.55, respectively.
 
 Dividend
        Policy
 
 During
        the fiscal year ended May 31, 2007, we paid no dividends. The declaration
        in the
        future of any cash dividends on our common stock will be at the discretion
        of
        our board of directors and will depend upon a variety of factors, including
        our
        earnings, if any, capital requirements and financial position, as well as
        the
        general economic conditions at the time in question. Moreover, the payment
        of
        cash dividends on the Common stock in the future could be limited or prohibited
        by the terms of financing agreements that we may enter into, such as a bank
        line
        of credit or an agreement relating to the issuance of other of our debt
        securities, or by the terms of any preferred stock that are or may be issued
        and
        then outstanding.
 
 During
        the fiscal year ended May 31, 2007, we accrued dividends of $210,803 for
        all
        Preferred Stock outstanding as compared to $50,416 for the fiscal year ended
        May
        31, 2006.


Page
          16




·
            a
                6% interest 3 year convertible note for $1,200,000 with a conversion
                price
                of $1.05 per share,  ·
            $300,000
                of common stock at $0.80 per share, or 375,000 shares of common
                stock,  ·
            common
                stock purchase warrants to purchase 759,000 shares of common stock
                at
                $1.75 per share  In
        the
        fiscal quarter ended August 31, 2006, in private transactions under Section
        4(2)
        of the Securities Act of 1933, as amended, the Company sold 280,575 shares
        of
        the Company's Common Stock for gross proceeds of $283,400. In addition the
        Company issued 282,500 five year Common Stock purchase warrants with exercise
        prices ranging from $1.50 to $2.50.
  During
        the fiscal quarter ended August 31, 2006, in a private transaction under
        Section
        4(2) of the Securities Act of 1933, as amended, we sold 20 shares of preferred
        stock for gross proceeds of $200,000 to four existing shareholders. The
        Preferred Stock shall, for a period of seven years, be convertible into Units,
        each consisting of 4 five-year Warrants to purchase common stock at the rate
        of
        one unit for each dollar invested. In each Unit, 2 Warrants shall be exercisable
        at $2.00 per share, 1 Warrant shall be exercisable at $1.50 per share and
        1
        Warrant shall be exercisable at $2.00 per share. The Preferred Stock shall
        earn
        dividends at 8% per annum, payable quarterly in cash or common stock at the
        Company's option. If paid in common stock, the stock price shall be the lower
        of
        the Market Price or $1.37 per share. Market Price is defined as the average
        of
        the closing prices of the common stock for the 10 consecutive trading days
        immediately preceding the dividend due date.
  In
        the
        fiscal quarter ended November 30, 2006, in private transactions under Section
        4(2) of the Securities Act of 1933, as amended, the Company sold 286,700
        shares
        of the Company's Common Stock for gross proceeds of $300,700. In addition
        the
        Company issued 265,814 five year Common Stock purchase warrants with exercise
        prices ranging from $1.70 to $2.25.





**On
      June 22, 2006, the company announced that on May 30, 2006 it completed a
      $2,000,000 investment in Business Intelligent Processing Systems, Limited
      (BIPS). Under the** **terms
      of the investment, Cash Technologies has issued 200 shares of its Series M
      Convertible Preferred Stock to BIPS in exchange for 10% of the outstanding
      shares of BIPS. The Preferred Stock is convertible into shares of Cash Tech's
      Common Stock after June 1, 2007 at a conversion price of between $1.00 and
      $2.00
      per share, determined at the time of conversion based on the market value of
      the
      Common Stock, resulting in the issuance of between 1,000,000 and 2,000,000
      share
      of Common Stock to BIPS. In addition, if BIPS does not reach certain revenue** **targets
      within two years, Cash Tech can repurchase up to 75% of the Preferred Stock
      for
      $.01 pr share. Preferred Stock which is subject to Cash Tech's repurchasing
      rights cannot be converted. Cash Technologies will have the right to appoint
      a
      director to the Board of Directors of BIPS.** ****


During
        the fiscal quarter ended May 31, 2006, in a private transaction under Section
        4(2) of the Securities Act of 1933, as amended, we sold 35.5 shares of preferred
        stock for gross proceeds of $355,000 to three existing shareholders. The
        Preferred Stock shall, for a period of seven years, be convertible into Units,
        each consisting of 4 five-year Warrants to purchase common stock at the rate
        of
        one unit for each dollar invested. In each Unit, 2 Warrants shall be exercisable
        at $1.00 per share, 1 Warrant shall be exercisable at $1.50 per share and
        1
        Warrant shall be exercisable at $2.00 per share. The Preferred Stock shall
        earn
        dividends at 8% per annum, payable quarterly in cash or common stock at the
        Company's option. If paid in common stock, the stock price shall be the lower
        of
        the Market Price or $1.37 per share. Market Price is defined as the average
        of
        the closing prices of the common stock for the 10 consecutive trading days
        immediately preceding the dividend due date.
 
 During
        the fiscal quarter ended February 28, 2006, in a private transaction under
        Section 4(2) of the Securities Act of 1933, as amended, we sold 100,000 shares
        of common stock for gross proceeds of $100,000 to an existing shareholder.
        As
        part of that transaction we also issued five-year warrants to purchase 50,000
        shares of common stock at an exercise price of $2.50.
 
 During
        to
        the fiscal quarter ended February 28, 2006, in a private transaction under
        Section 4(2) of the Securities Act of 1933, as amended, we sold 175,000 shares
        of common stock for gross proceeds of $175,000 to three existing shareholders
        and one new accredited investor. As part of that transaction we also issued
        five-year warrants to purchase 175,000 shares of common stock at an exercise
        price of $2.00.
 
 During
        the fiscal quarter ended February 28, 2006, in a private transaction under
        Section 4(2) of the Securities Act of 1933, as amended, we sold 52.5 shares
        of
        preferred stock for gross proceeds of $525,000 to three existing shareholders.
        The Preferred Stock shall, for a period of seven years, be convertible into
        Units, each consisting of 4 five-year Warrants to purchase common stock at
        the
        rate of one unit for each dollar invested. In each Unit, 2 Warrants shall
        be
        exercisable at $1.00 per share, 1 Warrant shall be exercisable at $1.50 per
        share and 1 Warrant shall be exercisable at $2.00 per share. The Preferred
        Stock
        shall earn dividends at 8% per annum, payable quarterly in cash or common
        stock
        at the Company's option. If paid in common stock, the stock price shall be
        the
        lower of the Market Price or $1.37 per share. Market Price is defined as
        the
        average of the closing prices of the common stock for the 10 consecutive
        trading
        days immediately preceding the dividend due date.
 
 On
        February 28, 2006, we completed an investment in ClaimRemedi, Inc., the licensor
        of certain healthcare software products marketed by our Claim-Remedi subsidiary.
        Under the terms of the investment, we have issued 350 shares of our Series
        K
        Convertible Preferred Stock to ClaimRemedi in exchange for 19.5% of the
        outstanding shares of ClaimRemedi. The Preferred Stock is convertible into
        shares of our common stock at any time at a conversion price of between $1.00
        and $2.00 per share, determined at the time of conversion based on the market
        value of our common stock, which shall result in the issuance of between
        1,750,000 and 3,500,000 shares of common stock. However, any conversion prior
        to
        February 28, 2008 shall be at a conversion price of $2.00 per share. The
        Preferred Stock accrues dividends at a rate of 4% per annum, which dividends
        are
        payable in cash or stock at our option. If certain performance criteria
        applicable to the license agreement between ClaimRemedi and our subsidiary
        are
        not met, ClaimRemedi has the right to buy back up to 50% of the ClaimRemedi
        Shares beginning 24 months after closing, and up to 100% of the ClaimRemedi
        Shares beginning 30 months after closing if the conditions have still not
        been
        met. Any such repurchase of ClaimRemedi Shares by ClaimRemedi may be made
        in
        cash or by the sale of the Preferred Stock back to us at the issue price.
  Page
            17
  On
        June
        30, 2005, in a private transaction under Section 4(2) of the Securities Act
        of
        1933, as amended, we sold 952,381 shares of common stock for gross proceeds
        of
        $1,000,000 to one individual. We also issued 428,571 of our common stock
        purchase warrants with an exercise price of $2.50. All common stock purchase
        warrants have an exercise life of 5 years.
  During
        the fiscal quarter ended November 30, 2005, in a private transaction under
        Section 4(2) of the Securities Act of 1933, as amended, we sold 600,000 shares
        of common stock and 600,000 of our common stock purchase warrants for gross
        proceeds of $600,000 to four previous shareholders. The common stock purchase
        warrants have an exercise price of $2.50 and an exercise life of 5 years.
  During
        the fiscal quarter ended November 30, 2005, in a private transaction under
        Section 4(2) of the Securities Act of 1933, as amended, we sold 66,667 shares
        of
        common stock for gross proceeds of $60,000 to one previous shareholder. We
        also
        issued to that same investor 30,000 of our common stock purchase warrants
        with
        an exercise price of $1.75. All common stock purchase warrants have an exercise
        life of 5 years.
  During
        the fiscal quarter ended November 30, 2005, in a private transaction under
        Section 4(2) of the Securities Act of 1933, as amended, we sold 47,619 shares
        of
        common stock for gross proceeds of $50,000 to one previous European shareholder.
        We also issued to that same investor 23,809 of our common stock purchase
        warrants with an exercise price of $2.50. All common stock purchase warrants
        have an exercise life of 5 years.
  During
        the fiscal quarter ended November 30, 2005, we issued 10,000 of our common
        stock
        purchase warrants with an exercise price of $0.90 in lieu of cash for consulting
        services. Based on the Black-Scholes option-pricing model we recognized an
        expense of $3,308. During the fiscal quarter ended November 30, 2005, we
        issued
        34,000 shares of our common stock to two investors who exercised stock warrants.
        Proceeds of $340 dollars were received upon exercise of the
        warrants.
  Page
            18
  ITEM
        6.
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS
 
 Overview
 
 Cash
        Technologies, Inc., is a Delaware corporation, incorporated in August 1995.
        Unless the context otherwise requires, references herein to "we," "our" or
        "Cash
        Tech" refers to Cash Technologies, Inc., and its wholly-owned and majority-owned
        subsidiaries National Cash Processors, Inc., a Delaware corporation; CoinBank
        Automated Systems, Inc., a Delaware corporation; CoinBank Automation Handels
        GmbH, organized operating in Salzburg, Austria, CashTechCard Systems, Inc.
        (formerly Cintelia Systems Inc.), a Delaware corporation,CT Holdings, LLC.,
        a
        Delaware corporation of which we own 86.65%, Claim-Remedi Services, Inc.
        (formerly Heuristic Technologies, Inc.), a Delaware company, formed in May,
        2004, to engage in healthcare data processing and debit card issuance and
        TAP
        Holdings, LLC (dba Tomco Auto Products), formed in November, 2004 to
        acquire certain assets and assume certain liabilities of Tomco Auto Products,
        Inc.
  Our
        independent certified public accountant included an explanatory paragraph
        in its
        report for the year ended May 31, 2007, which indicated a substantial doubt
        as
        to the ability of us to continue as a going concern. This concern is primarily
        due to substantial debt service requirements and working capital needs. See
        independent certified public accountant's letter.
  Systems
        development expenses, marketing expenses, executive salaries and general
        and
        other administrative costs are expected to increase as we continue to develop
        our EMMA Platform. Inasmuch as we will continue to have a high level of
        operating expenses, we will continue to develop and improve our various
        products. We anticipate that losses will continue for the foreseeable future.
        Our expenses have exceeded net revenues since inception. For the fiscal years
        ended May 31, 2007 and 2006, we received net income (losses) of $(3.3) million
        and $(5.0) million,
        respectively.
  The
        research and development of new software products and enhancements to existing
        software products were expensed as incurred (and recorded in the consolidated
        statement of operation) until technological feasibility has been established.
        Technological feasibility is established upon completion of a detailed program
        design or working model. As of May 31, 2007 ,
        capitalized software costs had been fully amortized .
        Technological feasibility was achieved in September of 1999 and commencing
        October 1, 1999 all expenses related to EMMA software development had been
        capitalized. As of December 31, 2001, we had capitalized $2,771,536 in
        development and related costs. The EMMA product was available for release
        to the
        public in January 2002 thus all development costs since have been expensed
        including $93,750 for the
        fiscal year ended May 31, 2007 and
        $150,000 for the
        fiscal year ended May 31, 2006 .
  Amortization
        of the capitalized software commenced on January 1, 2002. Amortization had
        been
        calculated over a seven (7) year period for the quarter ended February 28,
        2002
        resulting in an amortization expense of $65,989. Management changed the
        amortization period for capitalized software, to five (5) years starting
        March
        1, 2002, primarily to approximate the estimated period over which the business
        brought about by the technology will expand into its expected capacity. As
        of
        March 1, 2002, net unamortized capitalized software amounted to $2,705,547.
        The
        unamortized cost as of March 1, 2002 is being amortized over the remaining
        revised estimated life. The change resulted in an amortization expense of
        $205,931, an increase of $40,959 ($0.01 per share) from the original estimated
        amortization period, for the year ended May 31, 2002. During the fiscal year
        ended May 31, 2007, we amortized an additional $326,531 of capitalized software.
 Page
            19
  We
        record
        as revenue licensing and software fees as well as coin counting machine sales
        in
        accordance with generally accepted accounting principles.
 
 Although
        we will continue our word-of-mouth sales approach with respect to our remaining
        CoinBank machines, we intend to focus substantially all of our efforts and
        operations on the continued development and deployment of the Claim-Remedi
        and
        CashTechCard products.
 
 Revenues
        generated from CoinBank machines accounted for approximately 0 %
        of net
        revenues for the fiscal year ended May 31, 2007 compared
        to 65 %
        for the
        fiscal year ended May 31, 2006, with the balance involving software and
        licensing fees from our EMMA related services **and
        Tomco** .
        Although there can be no assurance, we anticipate that the revenue associated
        with processing fees derived from Claim-Remedi and CashTechCard transaction
        processing will become the primary source of our future revenues.


Page
          20




Results
      of Operations




Fiscal
      Year Ended May 31, 2007, Compared to Fiscal Year Ended May 31, 2006





Net
      Revenues for the year ended May 31, 2006, was $313,946 compared to $55,007
      in
      fiscal year 2006. Cost of revenues for the year ended May 31, 2007, was $424,281
      compared to $32,064 in fiscal year 2006.





Gross
      profit for the year ended May 31, 2007, was $(110,335) as compared to $22,943
      for the year ended May 31, 2006.





Selling,
      general and administrative expenses for the year ended May 31, 2007, were
      $3,011,275 compared to expenses of $3,271,606 for the fiscal year 2006. These
      expenses consisted primarily of wages (and wage related costs), outside
      contractor expenses, travel/promotional expenses, professional services and
      facilities/office related expenses. The increase was primarily due to Increases
      in license, consulting, and legal fees.





Research
      and development expenses for the fiscal year ended May 31, 2007, was $93,750
      compared to $150,000 for the fiscal year ended May 31, 2006. The decrease was
      the result of a reduction in programmer costs incurred.





Depreciation
      and amortization expenses in fiscal year 2007 was $407,567 compared to $390,562
      in fiscal 2006.





Other
      Income for the fiscal year ended May 31, 2007 was $271,250 compared to $121,650
      for the 2006 period. Other Income was from forgiveness of certain debt in 2006
      and was from a write-off of certain convertible debt in 2007 which debt had
      been
      deemed abandoned .





Interest
      expense for the fiscal years 2007 and 2006 was $407,567 and $390,562,
      respectively.





Income
      Taxes for the fiscal year ended May 31, 2007 was $7,000 compared to $2,400
      for
      the fiscal year ended May 31, 2006.





Minority
      Interest for the fiscal year ended May 31, 2007 and May 31, 2006, was $(24,124)
      and ($24,521), respectively. ****Gain From
      Disposition of Subsidiary’s Assets of $1,481,468 was a result of the sale of a
      majority of the assets of the Company’s TAP subsidiary. As a result of the
      foregoing, net income (losses) for the years ended May 31, 2007 and 2006 were
      (3,377,746) and $(5,038,393), respectively.




Fiscal
      Year Ended May 31, 2006, Compared to Fiscal Year Ended May 31, 2005





Gross
      Revenues for the fiscal year ended May 31, 2006 were $8,208,226 compared to
      $5,718,886 for fiscal year 2005. The increase in revenue is attributable to
      the
      acquisition of the Tomco operations in mid 2005 which showed only a partial
      year
      of revenues in 2005 versus a full year of ownership and operations in fiscal
      2006. For GAAP purposes, TAP revenues have been reclassified into Loss on
      Business Held for Sale along with all other TAP P&L items.





Net
      Revenues for the year ended May 31, 2006, was $55,007 compared to $61,662 in
      fiscal year 2005. Cost of revenues for the year ended May 31, 2006, was $32,064
      compared to $45,185 in fiscal year 2005.





Gross
      profit for the year ended May 31, 2006, was $22,943 as compared to $16,477
      for
      the year ended May 31, 2005.





Selling,
      general and administrative expenses for the year ended May 31, 2006, were
      $3, **271,606** compared
      to expenses of $2,695,792 for the fiscal year 2005. These expenses consisted
      primarily of wages (and wage related costs), outside contractor expenses,
      travel/promotional expenses, professional services and facilities/office related
      expenses. The increase was primarily due to Increases in license, consulting,
      and legal fees.




Page
          21




Research
      and development expenses for the fiscal year ended May 31, 2006, was $150,000
      compared to $155, **680** for the
      fiscal year ended May 31, 2005. The decrease was the result of a reduction
      in
      programmer costs incurred.




Depreciation
      and amortization expenses in fiscal year 2006 was $564,263 compared to $563,336
      in fiscal 2005.





Other
      Income for the fiscal year ended May 31, 2006 was $121,650 compared to
      $1,859,693 for the 2005 period. Income from forgiveness of debt in 2005 was **comprised** of
      forgiveness of certain debt and settlement of certain pending lawsuits of the
      Company and its subsidiaries.





Interest
      expense for the fiscal years 2006 and 2005 was $390,562 and $153,345,
      respectively. The decrease was due to the reversal of overaccrued interest
      in
      2005 after an analysis of the GE Capital debt/interest.





Income
      Taxes for the fiscal year ended May 31, 2006 was $7,000 compared to
      $4 **,000** for the
      fiscal year ended May 31, 2005. The increase was due to the formation new
      subsidiaries.





Minority
      Interest for the fiscal year ended May 31, 2006 and May 31, 2005, was $(24,521)
      and ($26,795), respectively.





Extraordinary
      gain **(loss)** for the
      fiscal year ended May 31, 200 **6** was
      $ **(824,075)
      and May 31, 2005 was $5,324,648** resulting
      from the purchase of assets from Tomco.





As
      a
      result of the foregoing, net income (losses) for the years ended May 31, 2006
      and 2005 were $5,038,393 and $3,655,760, respectively.




Liquidity
      And Capital Resources





Our
      capital requirements have been and will continue to be significant, and our
      cash
      requirements have exceeded cash flow from operations. At May 31, 2007, we had
      working capital of $ **331,640** compared
      to $551,319 **a** t
      May 31,
      2006. At May 31, 2007, we had a cash balance of $1,107,649 compared to $81,355
      at May 31, 2006. We are in immediate need of substantial working capital to
      continue our business and operations. To date, we have been funding our
      operations through the issuance of equity in private placement transactions
      with
      existing stockholders or persons with whom we have relationships, including
      affiliates of stockholders. There can be no assurance that we will be able
      to
      continue to raise required working capital in this or any other manner.





Since
      inception, we have satisfied our working capital requirements through limited
      revenues generated from operations, the issuance of equity and debt securities,
      borrowing under a line of credit and loans from our security holders. Our
      independent certified public accountant included an explanatory paragraph in
      its
      report for the year ended May 31, 2007, which indicated a substantial doubt
      as
      to our ability to continue as a going concern. This concern is primarily due
      to
      substantial debt service requirements and working capital needs.





Net
      cash
      used in operating activities was $**2,785,693** for the
      fiscal year ended May 31, 2007 compared to
      $**2,835,269** for
      the
      fiscal year ended May 31, 2006.




Net
      cash
      used in investing activities for the fiscal year ended May 31, 2007, was
      $ **0** as
      compared to $ **1,120** for the
      fiscal year ended May 31, 2006.




Page
          22





Net
      cash
      provided by financing activities for the fiscal year ended May 31, 2007, was
      $**3,801,987** as
      compared to $ **2,815,134** for
      the
      fiscal year ended May 31, 2006. The increase in Net cash provided by financing
      activities for 2006 was primarily attributable to increases in proceeds from
      the
      issuance of Debt of $**1,616,420** and
      $ **250,000** in
      proceeds from the issuance of preferred stock.


Page
          23


INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors and Stockholders of Cash Technologies, Inc.Los
      Angeles, California





We
      have
      audited the accompanying consolidated balance sheets of Cash Technologies,
      Inc.
      and Subsidiaries (the "Company") as of May 31, 2007 and 2006, and the related
      consolidated statements of operations, stockholders' equity (deficiency) and
      cash flows for the years then ended. These consolidated financial statements
      are
      the responsibility of the Company's management. Our responsibility is to express
      an opinion on these consolidated financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board. Those standards require that we plan and perform
      the
      audit to obtain reasonable assurance about whether the consolidated financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the consolidated
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits provide
      a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Cash Technologies, Inc.
      and
      Subsidiaries as of May 31, 2007 and 2006 and the results of their operations
      and
      cash flows for the years then ended, in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1(a) to
      the
      consolidated financial statements, the Company has suffered significant
      recurring losses that raise substantial doubt about its ability to continue
      as a
      going concern. Management's plans in regard to these matters are also described
      in Note 1(a). The consolidated financial statements do not include any
      adjustments that might result from the outcome of the uncertainty.





/s/
      VASQUEZ & Company LLP





Los
      Angeles, California


September
      13, 2007.




Page
          24




CASH
      TECHNOLOGIES, INC. AND SUBSIDIARIES


CONSOLIDATED
      BALANCE SHEETS




**MAY
                  31,**
              
              **MAY
                  31,****2007**
              
              **2006****ASSETS**CURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              1,107,649
              
              $
              81,355Accounts
                  receivable
              
              
              29,853
              
              
              14,226Prepaid
                  expenses and other current assets
              
              
              194,627
              
              
              185,986Other
                  receivable (net of allowance $50,000)
              
              
              163,551
              
              
              104,684Assets
                  of discontinued operationsCash
              
              
              41
              
              
              61,636Accounts
                  receivable
              
              
              192,360
              
              
              2,095,107Prepaid
                  expenses and other current assets
              
              
              263,076
              
              
              231,422Inventory
                  (net of allowance $121,000) (Note 2)
              
              
              121,690
              
              
              8,436,161Property
                  and equipment, net
              
              
              
              
              
              15,261Note
                  receivable
              
              
              8,266,545
              
              
              -Other
                  assets
              
              
              18,230
              
              
              144,038Total
                  assets of discontinued operations
              
              
              **8,861,942**
              
              
              **10,983,625**Total
                  Current Assets
              
              
              **10,357,622**
              
              
              **11,369,876**CoinBank
                  machines held for sale (Note 1(n))
              
              
              609,890
              
              
              609,890PROPERTY
                  AND EQUIPMENT (net) (Note 3)
              
              
              26,823
              
              
              30,260NOTES
                  RECEIVABLE
              
              
              
              
              
              -CAPITALIZED
                  SOFTWARE COSTS (Note 1(n))
              
              
              
              
              
              326,531CDHC
                  PREFERRED STOCK
              
              
              900,901
              
              
              900,901CLAIMREMEDI
                  PREFERRED STOCK
              
              
              3,500,000
              
              
              3,500,000BIPS
                  PREFERRED STOCK
              
              
              2,000,000
              
              
              2,000,000OTHER
                  ASSETS
              
              
              535,295
              
              
              535,295**TOTAL
                  ASSETS**
              
              **$**
              **17,930,531**
              
              **$**
              **19,272,753****LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIENCY)**CURRENT
                  LIABILITIES:Current
                  maturities of Notes Payable (Note 4)
              
              $
              3,482,286
              
              
              3,482,287Due
                  to Officers and Directors
              
              
              8,915
              
              
              8,915Convertible
                  debt (Note 4)
              
              
              170,519
              
              
              514,176Due
                  to Shareholders
              
              
              602,610
              
              
              120,750Accounts
                  payable
              
              
              1,131,497
              
              
              607,945Accrued
                  liabilities
              
              
              1,666,733
              
              
              927,228Dividend
                  payable
              
              
              261,246
              
              
              50,416Liabilities
                  of discontinued operationsAccounts
                  payable
              
              
              725,443
              
              
              1,126,690Notes
                  payable
              
              
              1,172,207
              
              
              2,321,207Accrued
                  expenses and other current liabilities
              
              
              804,526
              
              
              1,658,943Total
                  liabilities of discontinued operations
              
              
              **2,702,176**
              
              
              **5,106,840**Total
                  Current Liabilities
              
              
              **10,025,982**
              
              
              **10,818,557**Long-Term
                  Notes Payable (Note 4)
              
              
              **1,134,560**
              
              
              -**TOTAL
                  LIABILITIES**
              
              
              **11,160,542**
              
              
              **10,818,557**COMMITMENTS
                  & CONTINGENCIES (Note 15)
              
              
              -
              
              
              -MINORITY
                  INTEREST
              
              
              (98,639
              )
              
              (74,517
              )MINORITY
                  INTEREST OF DISCONTINUED OPERATIONS
              
              
              -
              
              
              684,662TOTAL
                  MINORITY INTEREST
              
              
              **(98,639**
              **)**
              
              **610,145****STOCKHOLDERS'
                  EQUITY (DEFICIENCY): (Note 8)**Stockholder's
                  equity of discontinued operationsAdditional
                  paid in capital
              
              
              910,000
              
              
              910,000Accumulated
                  equity
              
              
              5,249,766
              
              
              4,966,785Total
                  stockholder's equity of discontinued operations
              
              
              **6,159,766**
              
              
              **5,876,785**Cumulative
                  Redeemable Preferred Stock, 1,500,000 shares authorized,
              
              
              10,875,812
              
              
              10,625,812647,715
                  and 647,515 shares issued and outstanding at November 30, 2006
                  and May 31,
                  2006Common
                  Stock, $0.01 par value, 60,000,000 shares authorized,
              
              
              366,876
              
              
              346,44523,035,964
                  and 24,740,663 issued and outstanding atMay 31, 2006 and May 31,
                  2007Additional
                  Paid-In-Capital
              
              
              40,177,546
              
              
              38,262,424Accumulated
                  Deficit
              
              
              (50,711,372
              )
              
              (47,267,415
              )**Total
                  stockholders' Equity**
              
              
              **6,868,628**
              
              
              **7,844,051****TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)**
              
              **$**
              **17,930,531**
              
              **$**
              **19,272,753**




See
        notes
        to consolidated financial statements


Page
          25




CASH
      TECHNOLOGIES, INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF OPERATIONS





**FISCAL
                  YEAR ENDED****MAY
                  31,****2007**
              
              **2006**NET
                  REVENUES
              
              $
              313,946
              
              $
              55,007COST
                  OF REVENUES
              
              
              424,281
              
              
              32,064GROSS
                  PROFIT (LOSS)
              
              
              (110,335
              )
              
              22,943SELLING,
                  GENERAL, & ADMINISTRATIVE EXPENSE
              
              
              3,011,275
              
              
              3,271,606RESEARCH
                  AND DEVELOPMENT
              
              
              93,750
              
              
              150,000DEPRECIATION
                  & AMORTIZATION EXPENSE
              
              
              330,772
              
              
              564,263**OPERATING
                  LOSS**
              
              
              (3,546,132
              )
              
              (3,962,926
              )OTHER
                  INCOME (Note 13)
              
              
              (271,250
              )
              
              (121,650
              )INTEREST
                  EXPENSE
              
              
              407,567
              
              
              390,562LOSS
                  BEFORE INCOME TAXES
              
              
              (3,682,449
              )
              
              (4,231,838
              )INCOME
                  TAXES
              
              
              2,400
              
              
              7,000MINORITY
                  INTEREST (Note 12)
              
              
              (24,124
              )
              
              24,521NET
                  INCOME (LOSS) FROM CONTINUING OPERATIONS
              
              **$**
              **(3,660,725**
              **)**
              **$**
              **(4,214,317**
              **)**DISCONTINUED
                  OPERATIONSNET
                  REVENUES
              
              $
              2,780,586
              
              $
              8,153,219FORGIVENESS
                  OF DEBT
              
              
              -COST
                  OF REVENUES
              
              
              (2,250,226
              )
              
              (6,313,030
              )SELLING,
                  GENERAL & ADMINISTRATIVE EXPENSE
              
              
              (1,399,818
              )
              
              (2,209,953
              )INTEREST
                  EXPENSE
              
              
              (329,031
              )
              
              (454,311
              )GAIN
                  FROM DISPOSITION OF SUBSIDIARY'S ASSETS
              
              
              1,481,468
              
              
              -INCOME
                  (LOSS) FROM DISCONTINUED OPERATIONS
              
              
              282,979
              
              
              (824,075
              )NET
                  INCOME (LOSS)
              
              $
              (3,377,746
              )
              $
              (5,038,392
              )Dividends
                  & deemed dividends
              
              $
              210,832Net
                  income (loss) allocable to commonshareholders
              
              $
              (3,588,578
              )
              $
              (5,038,392
              )Basic
                  and diluted net income (loss) per sharebefore
                  extraordinary incomeBasic
                  and diluted net income (loss) per sharefor
                  extraordinary incomeBasic
                  and diluted weighted averageshares
                  of common stock outstanding




See
        notes
        to consolidated financial statements


Page
          26




CASH
        TECHNOLOGIES, INC.
 CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
 Fiscal
        year ended May 31, 2007




Balance
                  for May 31, 2005
              
              
              18,321,490
              
              **$**
              **183,300**
              
              
              647,093
              
              **$**
              **4,195,812**
              
              **$**
              **36,652,496**
              
              **$**
              **(36,885,779**
              **)**
              
              **$**
              **4,145,828**Common
                  stock payments to consultants
              
              
              
              
              
              
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Common
                  stock warrant payments to consultants
              
              
              1,400,000
              
              
              140,000
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              140,000Unit
                  purchase - common stock
              
              
              1,975,667
              
              
              19,757
              
              
              —
              
              
              —
              
              
              2,077,200
              
              
              —
              
              
              
              2,096,957Beneficial
                  conversion of warrants
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Unit
                  purchase - preferred stock
              
              
              —
              
              
              —
              
              
              350
              
              
              6,430,000
              
              
              —
              
              
              —
              
              
              
              6,430,000Conversion
                  of warrants to common stock
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (8,515
              )
              
              
              (8,515
              )Conversion
                  of preferred stock to common stock
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Conversion
                  of notes payable to common stock
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Investment
                  in subsidiary
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Misc
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              
              
              
              —Dividends
                  paid with common stock
              
              
              338,807
              
              
              3,388
              
              
              —
              
              
              —
              
              
              442,728
              
              
              —
              
              
              
              446,116Dividends
                  accrued on preferred stock
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (367,943
              )
              
              
              (367,943
              )Net
                  income (loss)
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (5,038,393
              )
              
              
              (5,038,393
              )Balance
                  for May 31, 2006
              
              
              **22,035,964**
              
              **$**
              **346,445**
              
              
              647,443
              
              **$**
              **10,625,812**
              
              **$**
              **39,172,424**
              
              **$**
              **(42,300,630**
              **)**
              
              **$**
              **7,844,050**Common
                  stock payments to consultants
              
              
              
              
              
              
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Common
                  stock warrant payments to consultants
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Unit
                  purchase - common stock
              
              
              —
              
              
              20,431
              
              
              —
              
              
              —
              
              
              1,932,246
              
              
              —
              
              
              
              1,952,677Beneficial
                  conversion of warrants
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Unit
                  purchase - preferred stock
              
              
              —
              
              
              —
              
              
              —
              
              
              250,000
              
              
              —
              
              
              —
              
              
              
              250,000Conversion
                  of warrants to common stock
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Conversion
                  of preferred stock to common stock
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Conversion
                  of notes payable to common stock
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Investment
                  in subsidiary
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Misc
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (17,124
              )
              
              427,603
              
              
              
              410,479Dividends
                  paid with common stock
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              
              —Dividends
                  accrued on preferred stock
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (210,832
              )
              
              
              (210,832
              )Net
                  income (loss)
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (3,377,746
              )
              
              
              (3,377,746
              )Balance
                  for May 31, 2006
              
              
              **22,035,964**
              
              **$**
              **366,876**
              
              
              647,443
              
              **$**
              **10,875,812**
              
              **$**
              **41,087,546**
              
              **$**
              **(45,461,605**
              **)**
              
              **$**
              **6,868,628**


Page
          27




CASH
      TECHNOLOGIES, INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF CASH FLOWS




**FISCAL
                  YEAR ENDED MAY 31****2007**
              
              **2006****OPERATING
                  ACTIVITIES:**Net
                  loss
              
              $
              (3,660,724
              )
              $
              (5,038,393
              )Adjustments
                  to reconcile net loss to net cash used byoperating
                  activities:Minority
                  interest
              
              
              (281,203
              )
              
              (24,521
              )Amortization
                  of capitalized software
              
              
              326,531
              
              
              559,769Income
                  on forgiveness of debt
              
              
              **(271,250**
              **)**Noncash
                  compensation expense
              
              
              
              
              
              3,308Non-Cash
                  payment for services
              
              
              (72,407
              )
              
              140,000Depreciation
                  expense
              
              
              3,437
              
              
              4,494Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (15,627
              )
              
              (14,226
              )Prepaid
                  expenses and other current assets
              
              
              (8,641
              )
              
              302,058Other
                  receivable
              
              
              (58,867
              )
              
              (76,649
              )InventoryCoinBank
                  machines held for sale
              
              
              
              
              
              28,393Other
                  assets
              
              
              
              
              
              (324,223
              )Accrued
                  interest
              
              
              
              
              
              285,023Accounts
                  payable
              
              
              523,552
              
              
              (154,974
              )Change
                  in net assets of business held for sale
              
              
              
              
              
              1,330,392Accrued
                  expenses and other current liabilities
              
              
              739,506
              
              
              144,280Net
                  cash used in operating activities
              
              
              (2,775,693
              )
              
              (2,835,269
              )**INVESTING
                  ACTIVITIES:**Purchase
                  of property and equipment
              
              
              -
              
              
              (1,120
              )Net
                  cash provided by (used in) investing activities
              
              
              -
              
              
              (1,120
              )**FINANCING
                  ACTIVITIES:**Proceeds
                  from conversion of warrants
              
              
              
              
              
              340Proceeds
                  from the issuance of warrants
              
              
              
              
              
              830,000Net
                  proceeds from issuance of preferred stock
              
              
              250,000Proceeds
                  from Long-term debt
              
              
              1,134,560Proceeds
                  from short term debt from equity holder
              
              
              481,860Repayments
                  on short-term debt
              
              
              
              
              
              (100,000
              )Repayments
                  on long-term debtProceeds
                  from sale of common stock
              
              
              1,935,567
              
              
              2,084,794Net
                  cash provided by financing activities
              
              
              3,801,987
              
              
              2,815,134**CHANGE
                  IN CASH AND CASH EQUIVALENTS**
              
              
              1,026,294
              
              
              (21,255
              )Cash
                  and Cash Equivalents, Beginning of Period
              
              
              81,355
              
              
              102,610Cash
                  and Cash Equivalents, End of Period
              
              $
              1,107,649
              
              $
              81,355**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION**Income
                  taxes
              
              
              
              
              $
              7,000**SUPPLEMENTAL
                  DISCLOSURE OF NONCASH TRANSACTIONS**Conversion
                  from convertible debt to common stock
              
              $
              120,876
              
              $
              50,000Conversion
                  of notes payable to common stock
              
              
              
              
              $
              50,000Issuance
                  of common stock for services performed
              
              $
              210,000
              
              $
              143,308Gain
                  (Loss) on operations of discontinued operations
              
              $
              282,979Dividends
                  declared on preferred stock
              
              $
              210,830
              
              $
              367,943Dividends
                  payd via common stock
              
              
              
              
              $
              446,116Deemed
                  dividend on warrants issued
              
              
              
              
              $
              8,515Issuance
                  of preferred stock
              
              $
              
              
              $
              5,500,000


See
        notes
        to consolidated financial statements


Page
          28




CASH
      TECHNOLOGIES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS




1.
            SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES, ORGANIZATION AND BASIS OF PRESENTATION





(a)
            "Going
                Concern"--The accompanying consolidated financial statements have
                been
                prepared assuming that we will continue as a going concern. We have
                significant losses from operations and have used significant amounts
                of
                cash for operations during the last five years. Although as of May
                31,
                2006, we have both positive working capital and net equity operating
                losses have continued throughout 2006.





In view
        of
        the financial deficiencies, there is substantial doubt about our ability
        to
        continue as a going concern. The recoverability of recorded assets and
        satisfaction of the liabilities is dependent on our continued operations,
        which
        is in turn dependent upon our ability to meet our financing requirements
        on a
        continuing basis as well as to succeed in our future operations. The financial
        statements do not include any adjustments relating to the recoverability
        and
        classification of recorded assets or liabilities.





Due
      to
      the unfavorable results of operations and cash flows, we are in the process
      of
      negotiating payment terms with vendors representing a significant portion of
      our
      accounts payable and are managing the payments of the remaining accounts payable
      on a case-by-case basis. Management is also taking certain steps to obtain
      additional equity financing to improve our operating results and financial
      position.





We
      plan
      to increase revenues and reduce our costs in order to generate sufficient
      positive cash flow beginning in second quarter of fiscal year 2007. While we
      believe that our financing and revenue generation plans will be successful,
      no
      assurances can be given that we will be successful and that we will continue
      as
      a going concern.





(b)
            Basis
                of Consolidation--The accompanying consolidated financial statements
                include the accounts of Cash Technologies, Inc. ( "CTI "), a Delaware
                corporation, and our wholly-owned subsidiaries, National Cash Processors,
                Inc. ( "NCP "), CashTechCard Systems, Inc. (formerly Cintelia, Inc.),
                CT
                Holdings, LLC, Claim-Remedi Services, Inc. (formerly Heuristic
                Technologies, Inc., TAP Holdings, LLC. and CoinBank Automated Systems
                (
                "CAS ") together the "Company." CoinBank Automation Handels GmbH,
                Salzburg, Austria ("CoinBank Europe" or "CBE") was treated as a division
                of CoinBank Automated Systems during this period and was consolidated
                into
                CoinBank Automated Systems. All significant inter-company transactions
                and
                accounts have been eliminated in consolidation. CTI was incorporated
                in
                August 1995. In January 1996, a few of our affiliates exchanged their
                stock in NCP as part of a combination of entities under common control.
                CAS was incorporated in November 1995 Cintelia in December 2001,
                CT
                Holdings, LLC in June 2002, Claim-Remedi in May 2004 and Tap Holdings
                in
                November 2004. As of May 31, 2006 we own 86.35% of CT Holdings, LLC
                and
                89% of TAP Holdings, LLC.





(c)
            Business--The
                principal business activity of each entity is as follows: CTI is
                currently
                managing its subsidiary operations and providing EMMA and other software
                development resources to subsidiaries; Claim-Remedi Services, Inc.
                provides healthcare software and data processing; NCP is a full-service
                cash-processing entity providing sorting, counting and wrapping functions
                to cash-intensive businesses but is not currently operating; CAS
                offers
                self-service coin-counting machines. CBE functions as a European
                sales
                office for us and CashTechCard markets prepaid debit cards.




Page
          29


On
        November 5, 2004 TAP Holdings, LLC (dba Tomco Auto Products or the "Company")
        acquired substantially all of the assets and assumed certain liabilities
        of
        Tomco Auto Products, Inc. The Company is engaged primarily in the remanufacture
        and sale of carburetors, throttle body injection systems and diesel injection
        pumps, for domestic and foreign automobiles and light trucks, to automotive
        warehouse distributors and retailers throughout the United States.
 
 The
        Company sells units for automobiles and trucks manufactured from 1932 through
        1995. In order to maintain its high order fill rate, which exceeds industry
        averages, the Company maintains a large carburetor core inventory. Although
        certain cores remain on hand longer than a normal operating cycle, the Company
        considers the entire core inventory necessary to maintain a high level of
        service to its customers along with keeping a broad range of product offerings
        available.
 
 (d)
                  Fiscal
                      Year--CTI's fiscal year ended May 31, 2007 but TAP Holdings,
                      LLC's fiscal
                      year ends on the last Sunday in May, 2007 which normally results
                      in a 52
                      or 53 week year
 
 (e)
              Revenue
                  Recognition--The Company recognizes sales when products are shipped.
                  Net
                  sales reflect reductions for cores returned for credit and other
                  returns
                  and allowances.
 
 (f)
              Use
                  of Estimates--The preparation of financial statements in conformity
                  with
                  generally accepted accounting principles requires management to
                  make
                  estimates and assumptions that affect the reported amounts of assets
                  and
                  liabilities and disclosures of contingent assets and liabilities
                  at the
                  date of the financial statements and reported amounts of revenue
                  and
                  expense during the reporting period. Actual results could differ
                  from
                  those estimates.
 
 (g)
              Advertising
                  Costs--The Company expenses advertising costs when the advertising
                  takes
                  place.
 
 (h)
              Warranty
                  Policy--The Company offers a limited ninety-day warranty on products
                  sold.
                  Warranty costs relating to this limited warranty policy are estimated
                  and
                  recorded as warranty obligations at the time of sale based on historical
                  return rates.
 
 (i)
              Shipping
                  and Handling Fees and Costs--In September 2000, the Emerging Issues
                  Task
                  Force issued EITF 00-10, Accounting for Shipping and Handling Fees
                  and
                  Costs ("EITF 00-10"). EITF 00-10 requires shipping and handling
                  fees
                  billed to customers to be classified as revenue and shipping and
                  handling
                  costs to be either classified as cost of sales or disclosed in
                  the notes
                  to the financial statements. The Company includes shipping and
                  handling
                  fees billed to customers in net sales. Shipping and handling costs
                  associated with outbound freight are included in selling expenses
                  and
                  totaled $386,041 for the year ended May 31, 2006.
 
 (j)
              Cash
                  Equivalents--We consider all investments purchased with an original
                  maturity of three months or less to be cash equivalents.
 
 (k)
              Cash--The
                  Company maintains its cash in bank accounts which, at times, may
                  exceed
                  federally insured limits. The Company has not experienced any losses
                  in
                  such accounts and believes it is not exposed to any significant
                  risk on
                  cash.
 
 (l)
                    Trade
                        & Other Receivables--Receivables are recorded when billed or
                        accrued
                        and represent claims against third parties that will be settled
                        in cash.
                        The carrying value of receivables, net of the allowance for
                        doubtful
                        accounts, represents their estimated net realizable value.
                        The allowance
                        for doubtful accounts is estimated based on historical collection
                        trends,
                        type of customer, the age of outstanding receivables and
                        existing economic
                        conditions. If events or changes in circumstances indicate
                        that specific
                        receivable balances may be impaired, further consideration
                        is given to the
                        collectibility of those balances and the allowance is adjusted
                        accordingly. Past due receivable balances are written-off
                        when collection
                        efforts have been unsuccessful in collecting the amount due.
                        As of May 31,
                        2007 the Company had an Allowance for Bad Debts of $50,000.




Page
          30


(m)
              Inventories--The
                  Company's inventory consists of used cores, replacement component
                  parts,
                  and carburetors and diesel pumps in process or completed. The inventory
                  values are based on historical standards less obsolescence and
                  acquisition
                  reserves. Standards are reviewed and adjusted, if necessary, at
                  fiscal
                  year end. The standards are valued on a lower of cost or market
                  basis. As
                  of May 31, 2006 an obsolescence reserve of $1,180,000 has been
                  established. The reserve against the standard cost, which had been
                  established by the seller.
 
 (n)
              CoinBank
                  Machines Held for Sale--CTI has designated CoinBank machines and
                  parts as
                  being held for sale. CoinBank machines held for sale are recorded
                  at the
                  lower of cost or estimated fair value, which includes an estimate
                  of the
                  costs to sell these assets. The estimated fair value is based on
                  information including recent sales of CoinBank machines and estimated
                  present value techniques. During the fourth quarter of fiscal year
                  2006,
                  management evaluated the estimated fair market value of these machines
                  and
                  subsequently recorded an impairment loss of $5,170. As of May 31,
                  2006,
                  the carrying value of the CoinBank machines is $609,890.
 
 (o)
              Property
                  and Equipment--Property and equipment are stated at cost less accumulated
                  depreciation. The provision for depreciation is computed using
                  the
                  straight-line method over the estimated useful lives of the related
                  asset,
                  ranging from three to seven years. Amortization of leasehold improvements
                  is computed using the straight-line method over the shorter of
                  the
                  estimated life of the asset or the remaining term of the lease.
 
 (p)
              Impairment
                  of Long-Lived Assets--We have evaluated long-lived assets for impairment
                  whenever events or changes in circumstances indicate that the carrying
                  value of an asset may not be recoverable. If the estimated future
                  cash
                  flows (un-discounted and without interest charges) from the use
                  of an
                  asset is less than the carrying value, a write-down would be recorded
                  to
                  reduce the related asset to its estimated fair value.
  (q)
              Other
                  Assets--Other Assets are carried at cost and are amortized using
                  a
                  straight-line method. The organization costs are being amortized
                  over five
                  years and the deferred loan fees are being amortized over the life
                  of the
                  loan.
 
 (r)
              Income
                  Taxes--We have filed a consolidated federal income tax return and
                  a
                  combined California franchise tax return. Deferred income taxes
                  have been
                  recognized for temporary differences between the financial reporting
                  and
                  income tax bases of assets and liabilities, which are based on
                  the enacted
                  tax rates expected to be in effect when such amounts are expected
                  to be
                  realized or settled. A valuation allowance is established when
                  necessary
                  to reduce deferred income tax assets to the amount expected to
                  be
                  realized. Income tax expense is the tax payable or refundable for
                  the year
                  plus or minus the change during the year in deferred income taxes.
  (s)
              Employee
                  Stock Option--We have adopted statement of financial accounting
                  standard
                  No. 123, "Accounting for Stock-Based Compensation"(SFAS No. 123),
                  as of
                  June 1, 1998, which establishes a fair value method of accounting
                  for
                  stock-based compensation plans. In accordance with SFAS No. 123,
                  We have
                  chosen to continue to account for stock-based compensation utilizing
                  the
                  intrinsic value method prescribed in APB 25. Accordingly, compensation
                  cost for stock option is measured as the excess, if any, of the
                  fair
                  market price of our stock at the date of grant over the amount
                  an employee
                  must pay to acquire the stock.
 Page
              31
 Also,
        in
        accordance with SFAS No. 123, we have provided footnote disclosure with respect
        to stock-based employee compensation. The cost of stock-based employee
        compensation is measured at the grant date on the value of the award and
        is
        recognized over the service period. The value of the stock-based award is
        determined using a pricing model whereby compensation cost in excess of the
        fair
        value of the stock as determined by the model at the grant date or other
        measurement date over the amount an employee must pay to acquire the stock.
 
 (t)
                  Basic
                      and Diluted Net Income (Loss) per Common Share--Basic and diluted
                      net
                      income (loss) per common share is based on the weighted average
                      number of
                      common shares outstanding during the respective periods. Statement
                      of
                      Financial Accounting Standards No. 128, "Earnings per Share"
                      issued by the
                      FASB is effective for financial statements with fiscal years
                      and interim
                      periods ending after December 15, 1997. SFAS 128 provides for
                      the
                      calculation of Basic and Diluted earnings per share. Basic
                      earnings per
                      share includes no dilution and is computed by dividing income
                      available to
                      common stockholders by the weighted average number of common
                      shares
                      outstanding during the periods presented. Diluted earnings
                      per share
                      reflect the potential dilution of securities that could share
                      in the
                      earnings, such as stock options, warrants or convertible debentures.
                      Stock
                      options and warrants outstanding during the periods presented
                      were not
                      included in diluted earnings per share since their effect would
                      be
                      anti-dilutive.
 
 (u)
              Fair
                  Value of Financial Instruments--Financial instruments consist of
                  accounts
                  receivable and payable, which have a fair value approximating the
                  book
                  value due to their short-term nature; notes payable for which fair
                  value
                  approximates book value due to interest rates on long-term debt
                  approximate current interest rates, and amounts due to stockholders
                  have a
                  fair value that cannot be determined due to the related-party nature
                  of
                  the transactions.
 
 (v)
              Concentration
                  of Suppliers--We are dependent on third-party manufacturers for
                  the
                  production of the components incorporated into CoinBank machines
                  and
                  currently purchase substantially all of our requirements of specially
                  designed or modified components from single source suppliers. We
                  purchased
                  certain of these components pursuant to open purchase orders placed
                  from
                  time to time in the ordinary course of business. Although we currently
                  believe that alternative sources for these components are readily
                  available, failure or delay by any manufacturer in providing components
                  to
                  us on commercially reasonable terms, or at all, in the absence
                  of readily
                  available alternative sources, could result in interruptions in
                  our
                  ability to continue the assembly and installation of CoinBank machines
                  and
                  have a material adverse effect on our operations.
 
 (w)
              Capitalized
                  Software -- The research and development of new software products
                  and
                  enhancements to existing software products were expensed as incurred
                  (and
                  recorded in the consolidated statement of operation) until technological
                  feasibility has been established. Technological feasibility is
                  established
                  upon completion of a detailed program design or working model.
                  Technological feasibility was achieved in September of 1999 and
                  commencing
                  October 1, 1999 all expenses related to EMMA software development
                  had been
                  capitalized. As of December 31, 2001, we had capitalized $2,771,536
                  in
                  development and related costs. The EMMA product was available for
                  release
                  to the public in January 2002 thus all development costs since
                  have been
                  expensed including $93,750 for the fiscal year ended May 31,
                  2007.
  Amortization
        of the capitalized software commenced on January 1, 2002. Amortization had
        been
        calculated over a seven (7) year period for the quarter ended February 28,
        2002
        resulting in an amortization expense of $65,989. Management changed the
        amortization period for capitalized software, to five (5) years starting
        March
        1, 2002, primarily to approximate the estimated period over which the business
        brought about by the technology will expand into its expected capacity. As
        of
        March 1, 2002, net unamortized capitalized software amounted to $2,705,547.
        The
        unamortized cost as of March 1, 2002 is being amortized over the remaining
        revised estimated life. The change resulted in an amortization expense of
        $205,931, an increase of $40,959 ($0.01 per share) from the original estimated
        amortization period, for the year ended May 31, 2002. During the fiscal year
        ended May 31, 2007 amortization was completed.
 Page
              32
 Much
        of
        our SG&A costs are fixed in nature, therefore, as volume of transactions and
        revenues increase, the SG&A does not increase proportionately.
 
 There
        can
        be no assurance that management's estimates will prove accurate, and investors
        should be aware that in the event these estimates are inaccurate, a write
        down
        of all or a portion of this asset may be required.
 
 (x)
                  Concentration
                      of Credit Risk--Financial instruments that potentially subject
                      us to a
                      concentration of credit risk consists primarily of accounts
                      receivable.
                      The receivables are unsecured, and we perform ongoing credit
                      evaluations
                      of our customers.
 NOTE
          2 -
          INVENTORIES
  As
          of May
          31, 2007 inventories consist of the following:
 
 Finished
                    Goods
                
                $
                56,428Work
                    in Process
                
                
                3,000Cores
                
                
                159,540Component
                    Parts
                
                
                23,732Inventories
                    at Standard Cost
                
                
                242,690Provision
                    for Obsolescence
                
                
                (121,000
                )Net
                    Carrying Value of Inventories
                
                $
                121,690
 
 NOTE
          3 -
          PROPERTY AND EQUIPMENT
  Property
          and equipment consist of the following:
 
 2007
                
                2006Transportation
                    Equipment
                
                $
                
                
                $
                15,561Computer
                    equipment
                
                
                84,036
                
                
                145,483Office
                    Equipment
                
                
                
                
                
                2,061Other
                    equipment
                
                
                
                
                
                32,134Total
                    Property and Equipment
                
                $
                
                
                $
                195,239Less
                    Accumulated Depreciation
                
                
                57,213
                
                
                149,718$
                26,823
                
                $
                45,521
  Page
              33
  NOTE
          4 -
          NOTES PAYABLE
 Loan
                  
                  Balance
                      6/1/06
                  
                  Additions6/1/06
                      to 5/31/07
                  
                  Adjustments6/1/06
                      to 5/31/07
                  
                  Balance
                      5/31/07GE
                      Capital Principal
                  
                  $
                  3,288,465
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  3,288,465GE
                      Capital Interest
                  
                  
                  394,580
                  
                  
                  365,631
                  
                  
                  (365,631
                  )
                  
                  394,580BFI
                      Business Finance
                  
                  
                  2,097,292
                  
                  
                  —
                  
                  
                  
                  
                  
                  538,821Notes
                      Payable - TAP (Note 6)
                  
                  
                  23,157
                  
                  
                  
                  
                  
                  **(23,157**
                  **)**
                  
                  -0-Totals
                  
                  $
                  **5,803,494**
                  
                  $
                  508,362
                  
                  $
                  **(372,773**
                  **)**
                  **$**
                  **4,221,866**
  
 2007
                
                
                2006In
                    1997, we entered into a credit agreement with G.E. Capital Corporation,
                    or
                    G.E. Capital, pursuant to which we borrowed $ 5,500,000 for the
                    purchase
                    of CoinBank component equipment, working capital and general
                    corporate
                    purposes. Due to our inability to repay G.E. Capital on the original
                    terms, on September 29, 2000 we entered into the first of several
                    loan
                    modifications with G.E. The most recent modification requires
                    interest-only payments at a rate of 9.5% and the entire unpaid
                    balance is
                    due at maturity in February, 2008. We do not have sufficient
                    capital to
                    repay this debt. We have no current plan orcapability
                    to repay G.E. its principal. As of May 31, 2007, we owed G.E.
                    Capital
                    $3,683,045,Which includes the principal, financing fees and unpaid
                    interest.
                
                $
                3,683,045
                
                $
                3,683,045For
                    a period of approximately two years, the Company’s subsidiary, TAP
                    Holdings, LLC, operated Tomco AutoProducts,
                    until the sale of most of the Tomco assets on October 31, 2006.
                    During
                    such period, TAPmaintained
                    an asset-based line of credit for thebenefit
                    or Tomco on which a partial repayment of$1,300,000
                    was made as part of the Tomco saletransaction.
                    As of February 28, 2007, the line ofcredit
                    had an outstanding balance of approximately$882,701
                    including interest. The line of credit issecured
                    by all of the business assets of TAP Holdings, LLC as well as
                    a limited
                    personal guaranty from TAP's chairman (who is not an employee
                    of Cash
                    Technologies). The outstanding balance of the line of credit
                    isexpected
                    to be fully paid by approximately August,2007
                    from remaining Tomco receivables (which were not sold by TAP
                    in the Tomco
                    sale transaction) and monthly note payments from the acquirer
                    of the Tomco
                    assets.
                
                
                538,821
                
                
                2,097,292At
                    May 31, 2006 TAP Holdings, LLC. had a loan payable outstanding
                    from the
                    purchase of a delivery truck. The loan has since been satisfied.
                
                
                -0-
                
                
                23,1574,221,866
                
                
                5,803,494
  Page
              34
  NOTE
          5 -
          CONVERTIBLE DEBT
  Description
                
                Bal.
                    @ 6/01/06
                
                Additions6-1-06
                    to5/31/07
                
                Adjustments6-1-06
                    to5/31/07
                
                Bal.
                    @ 5/31/07Convertible
                    Debt--Principal LT
                
                $
                335,012
                
                
                1,134,560
                
                $
                (102,455
                )
                $
                1,391,110Convertible
                    Debt--Interest
                
                
                179,164
                
                
                59,376
                
                
                (214,547
                )
                
                23,993Convertible
                    Debt--Stockholders
                
                
                120,750
                
                
                
                
                
                
                
                
                120,750Totals
                
                $
                634,926
                
                $
                1,193,936
                
                $
                (317,002
                )
                $
                1,535,853
 
 In
          January 2000, we completed a private placement offering of convertible
          notes and
          warrants under Section 4(2) of the Securities Act of 1933. The offering
          consisted of units, each unit comprised of a secured convertible promissory
          note
          in the principal amount of $50,000, bearing interest at the rate of 10%
          per
          annum and Series B Redeemable Warrants to purchase 5,000 shares of common
          stock.
          GunnAllen Financial, Inc., one of our investment bankers and an underwriter
          in
          our initial public offering, was engaged as placement agent for this offering.
          We received gross proceeds from this offering of $3,362,000 from the sale
          of
          67.2 Units. As a result of this offering, we issued notes in the aggregate
          principal amount of $3,362,000 and 336,200 Series B common stock Purchase
          Warrants The notes were originally convertible into our common stock at
          the
          conversion rate of $9.50 per share. The Series B Warrants were originally
          exercisable at a price of $13.00 per share. The notes were originally due
          and
          payable on July 31, 2001. The notes were secured by a first priority lien
          on all
          of our assets.
  Since
            July 31, 2001, 41 out of 48 noteholders have converted their notes to
            equity at
            a conversion price of $2.50 per share. Noteholders who converted to equity
            also
            received two replacement warrants exercisable at $1.35 per share for
            each
            warrant previously held. An additional noteholder has converted $120,876
            of his
            note for 151,095 common shares. On March 31, 2007, another noteholder
            agreed to
            a new $62,833 note bearing interest at the rate of 10% per annum and
            due and
            payable on January 31, 2008, replacing the old note. Another 3 notes
            totaling
            $271,250 as of May 31, 2007, were canceled due to the expiration of the
            statute
            of limitations. The 2 remaining outstanding notes are in default of their
            original or restructured terms. As of May 31, 2007, we owed $193,750
            in
            principal and interest to the 2 remaining noteholders.
 
 In
            May
            2003 we completed a private placement offering with a stockholder
            consisting of an unsecured convertible promissory note in the principal
            amount
            of $50,000, bearing interest at the rate of 5% per annum and redeemable
            Warrants
            to purchase 100,000 shares of common stock. The note is convertible into
            common
            stock at the conversion rate of $0.50 per share. The Warrants are exercisable
            at
            $1.00 per share. At that time we also reduced the exercise price of 8,000
            Series
            C warrants owned by the stockholder from $2.50 to $0.25 per share. The
            note is
            due and payable on May 2, 2008. This note was converted on September
            11, 2006
            and was reclassified into equity.
  On
              May
              22, 2007 we completed a private placement consisting of a convertible
              note,
              common stock and common stock warrants. The total placement was for
              $1,500,000
              and consisted of:
 
 ·
                  a
                      6% interest 3 year convertible note for $1,200,000 with a conversion
                      price
                      of $1.05 per share,  ·
                  $300,000
                      of common stock at $0.80 per share, or 375,000 shares of common
                      stock,  ·
                  common
                      stock purchase warrants to purchase 759,000 shares of common
                      stock at
                      $1.75 per share
 
 In
          May
          2003 we completed a private placement offering with one of our stockholders
          consisting of convertible notes and warrants under Section 4(2) of the
          Securities Act of 1933. The offering consisted of an unsecured convertible
          promissory note in the principal amount of $50,000, bearing interest at
          the rate
          of 5% per annum and redeemable warrants to purchase 100,000 shares of common
          stock. The note is convertible into our common stock at the conversion
          rate of
          $0.50 per share. The Warrants are exercisable at a price of $1.00 per share.
          We
          also reduced the exercise price of 8,000 Series C warrants owned by the
          stockholder from $2.50 to $0.25 per share. The note is due and payable
          on May 2,
          2008. A deemed dividend expense of $25,331 was recognized in conjunction
          with
          the warrants offered in this placement.
  Page
              35
  In
          May
          2003 we completed a private placement offering with one of our stockholders
          consisting of convertible notes and warrants under Section 4(2) of the
          Securities Act of 1933. The offering consisted of an unsecured convertible
          promissory note in the principal amount of $20,750, bearing interest at
          the rate
          of 5% per annum and redeemable warrants to purchase 30,000 shares of common
          stock. The note is convertible into our common stock at the conversion
          rate of
          $0.50 per share. The Warrants are exercisable at a price of $0.65 per share.
          We
          also reduced the exercise price of 45,000 Series B warrants owned by the
          stockholder from $4.50 to $0.65 per share which were converted immediately
          for
          gross proceeds to us of $29,250. The note is due and payable on May 8,
          2008. A
          deemed dividend expense of $25,901 was recognized in conjunction with the
          warrants offered in this placement.
 
 As
          of May
          31, 2007, we still owed $173,080 in principal and interest to the remaining
          noteholders. There can be no assurance that we will be able to pay the
          remaining
          noteholders when the notes are due and that the noteholders will not declare
          an
          event of default and demand immediate payment or seek to attach our assets,
          including our EMMA technology. (See Risk Factors).
 
 NOTE
          6 -
          MAJOR CUSTOMERS AND SUPPLIERS
 
 On
          February 28, 2006, we completed an investment in ClaimRemedi, Inc., the
          licensor
          of certain healthcare software products. As such ClaimRemedi, Inc. became
          a
          major supplier.
 
 NOTE 7
          - INCOME TAXES
 
 As
          of May
          31, 2006, we have available federal net operating loss ("NOL")carry-forwards
          that approximate $32.7 million and may be applied against future taxable
          income
          through tax year 2025. State NOL carry-forward is approximately $19.6 million
          and expire through tax year 2011. A 100% valuation reserve has been set
          up to
          entirely offset any deferred tax asset since it is more likely than not
          that the
          deferred tax asset will not be realized.
 
 As
          of May
          31, 2007, we had available federal net operating loss ("NOL") carry-forwards
          that approximate $34.5 million and may be applied against future taxable
          income
          through tax year 2024. State NOL carry-forward is approximately $21.4 million
          and expire through tax year 2011. A 100% valuation reserve has been set
          up to
          entirely offset any deferred tax asset since it is more likely than not that the
          deferred tax asset will not be realized.
 
 NOTE 8
          - STOCKHOLDERS' EQUITY
 On
              May
              22, 2007 we completed a private placement consisting of a convertible
              note,
              common stock and common stock warrants. The total placement was for
              $1,500,000
              and consisted of:
 
 ·
                  a
                      6% interest 3 year convertible note for $1,200,000 with a conversion
                      price
                      of $1.05 per share,  ·
                  $300,000
                      of common stock at $0.80 per share, or 375,000 shares of common
                      stock,  ·
                  common
                      stock purchase warrants to purchase 759,000 shares of common
                      stock at
                      $1.75 per share
 In
          the
          fiscal quarter ended August 31, 2006, in private transactions under Section
          4(2)
          of the Securities Act of 1933, as amended, the Company sold 280,575 shares
          of
          the Company's Common Stock for gross proceeds of $283,400. In addition
          the
          Company issued 282,500 five year Common Stock purchase warrants with exercise
          prices ranging from $1.50 to $2.50.
  During
          the fiscal quarter ended August 31, 2006, in a private transaction under
          Section
          4(2) of the Securities Act of 1933, as amended, we sold 20 shares of preferred
          stock for gross proceeds of $200,000 to four existing shareholders. The
          Preferred Stock shall, for a period of seven years, be convertible into
          Units,
          each consisting of 4 five-year Warrants to purchase common stock at the
          rate of
          one unit for each dollar invested. In each Unit, 2 Warrants shall be exercisable
          at $2.00 per share, 1 Warrant shall be exercisable at $1.50 per share and
          1
          Warrant shall be exercisable at $2.00 per share. The Preferred Stock shall
          earn
          dividends at 8% per annum, payable quarterly in cash or common stock at
          the
          Company's option. If paid in common stock, the stock price shall be the
          lower of
          the Market Price or $1.37 per share. Market Price is defined as the average
          of
          the closing prices of the common stock for the 10 consecutive trading days
          immediately preceding the dividend due date.
  In
          the
          fiscal quarter ended November 30, 2006, in private transactions under Section
          4(2) of the Securities Act of 1933, as amended, the Company sold 286,700
          shares
          of the Company's Common Stock for gross proceeds of $300,700. In addition
          the
          Company issued 265,814 five year Common Stock purchase warrants with exercise
          prices ranging from $1.70 to $2.25.
 Page
                36
 In
          the
          fiscal quarter ended February 28, 2007, in private transactions under Section
          4(2) of the Securities Act of 1933, as amended, the Company sold 278,000
          shares
          of the Company’s Common Stock for gross proceeds of $299,100. In addition, the
          Company issued 232,500 five year Common Stock purchase warrants with exercise
          prices ranging from $1.65 to $2.00.
 
 On
          June
          30, 2005, in a private transaction under Section 4(2) of the Securities
          Act of
          1933, as amended, we sold 952,381 shares of common stock for gross proceeds
          of
          $1,000,000 to one individual. We also issued 428,571 of our common stock
          purchase warrants with an exercise price of $2.50. All common stock purchase
          warrants have an exercise life of 5 years.
 
 During
          the fiscal quarter ended November 30, 2005, in a private transaction under
          Section 4(2) of the Securities Act of 1933, as amended, we sold 600,000
          shares
          of common stock and 600,000 of our common stock purchase warrants for gross
          proceeds of $600,000 to four previous shareholders. The common stock purchase
          warrants have an exercise price of $2.50 and an exercise life of 5
          years.
 
 During
          the fiscal quarter ended November 30, 2005, in a private transaction under
          Section 4(2) of the Securities Act of 1933, as amended, we sold 66,667
          shares of
          common stock for gross proceeds of $60,000 to one previous shareholder.
          We also
          issued to that same investor 30,000 of our common stock purchase warrants
          with
          an exercise price of $1.75. All common stock purchase warrants have an
          exercise
          life of 5 years.
 
 During
          the fiscal quarter ended November 30, 2005, in a private transaction under
          Section 4(2) of the Securities Act of 1933, as amended, we sold 47,619
          shares of
          common stock for gross proceeds of $50,000 to one previous European shareholder.
          We also issued to that same investor 23,809 of our common stock purchase
          warrants with an exercise price of $2.50. All common stock purchase warrants
          have an exercise life of 5 years.
 
 During
          the fiscal quarter ended November 30, 2005, we issued 10,000 of our common
          stock
          purchase warrants with an exercise price of $0.90 in lieu of cash for consulting
          services. Based on the Black-Scholes option-pricing model we recognized
          an
          expense of $3,308.
 
 During
          the fiscal quarter ended November 30, 2005, we issued 34,000 shares of
          our
          common stock to two investors who exercised stock warrants. Proceeds of
          $340
          dollars were received upon exercise of the warrants.
 
 During
          the fiscal quarter ended February 28, 2006, in a private transaction under
          Section 4(2) of the Securities Act of 1933, as amended, we sold 100,000
          shares
          of common stock for gross proceeds of $100,000 to an existing shareholder.
          As
          part of that transaction we also issued five-year warrants to purchase
          50,000
          shares of common stock at an exercise price of $2.00.
 
 During
          to
          the fiscal quarter ended February 28, 2006, in a private transaction under
          Section 4(2) of the Securities Act of 1933, as amended, we sold 175,000
          shares
          of common stock for gross proceeds of $175,000 to three existing shareholders
          and one new accredited investor. As part of that transaction we also issued
          five-year warrants to purchase 175,000 shares of common stock at an exercise
          price of $2.00.
 
 During
          the fiscal quarter ended February 28, 2006, in a private transaction under
          Section 4(2) of the Securities Act of 1933, as amended, we sold 52.5 shares
          of
          preferred stock for gross proceeds of $525,000 to three existing shareholders.
          The Preferred Stock shall, for a period of seven years, be convertible
          into
          Units, each consisting of 4 five-year Warrants to purchase common stock
          at the
          rate of one unit for each dollar invested. In each Unit, 2 Warrants shall
          be
          exercisable at $1.00 per share, 1 Warrant shall be exercisable at $1.50
          per
          share and 1 Warrant shall be exercisable at $2.00 per share. The Preferred
          Stock
          shall earn dividends at 8% per annum, payable quarterly in cash or common
          stock
          at the Company's option. If paid in common stock, the stock price shall
          be the
          lower of the Market Price or $1.37 per share. Market Price is defined as
          the
          average of the closing prices of the common stock for the 10 consecutive
          trading
          days immediately preceding the dividend due date.
 On
              May
              22, 2007 we completed a private placement consisting of a convertible
              note,
              common stock and common stock warrants. The total placement was for
              $1,500,000
              and consisted of:
 
 ·
                  a
                      6% interest 3 year convertible note for $1,200,000 with a conversion
                      price
                      of $1.05 per share,  ·
                  $300,000
                      of common stock at $0.80 per share, or 375,000 shares of common
                      stock,  ·
                  common
                      stock purchase warrants to purchase 759,000 shares of common
                      stock at
                      $1.75 per share
 In
              the
              fiscal quarter ended August 31, 2006, in private transactions under
              Section 4(2)
              of the Securities Act of 1933, as amended, the Company sold 280,575
              shares of
              the Company's Common Stock for gross proceeds of $283,400. In addition
              the
              Company issued 282,500 five year Common Stock purchase warrants with
              exercise
              prices ranging from $1.50 to $2.50.
 
 During
              the fiscal quarter ended August 31, 2006, in a private transaction
              under Section
              4(2) of the Securities Act of 1933, as amended, we sold 20 shares of
              preferred
              stock for gross proceeds of $200,000 to four existing shareholders.
              The
              Preferred Stock shall, for a period of seven years, be convertible
              into Units,
              each consisting of 4 five-year Warrants to purchase common stock at
              the rate of
              one unit for each dollar invested. In each Unit, 2 Warrants shall be
              exercisable
              at $2.00 per share, 1 Warrant shall be exercisable at $1.50 per share
              and 1
              Warrant shall be exercisable at $2.00 per share. The Preferred Stock
              shall earn
              dividends at 8% per annum, payable quarterly in cash or common stock
              at the
              Company's option. If paid in common stock, the stock price shall be
              the lower of
              the Market Price or $1.37 per share. Market Price is defined as the
              average of
              the closing prices of the common stock for the 10 consecutive trading
              days
              immediately preceding the dividend due date.
 
 In
              the
              fiscal quarter ended November 30, 2006, in private transactions under
              Section
              4(2) of the Securities Act of 1933, as amended, the Company sold 286,700
              shares
              of the Company's Common Stock for gross proceeds of $300,700. In addition
              the
              Company issued 265,814 five year Common Stock purchase warrants with
              exercise
              prices ranging from $1.70 to $2.25.
 
 In
              the
              fiscal quarter ended February 28, 2007, in private transactions under
              Section
              4(2) of the Securities Act of 1933, as amended, the Company sold 278,000
              shares
              of the Company’s Common Stock for gross proceeds of $299,100. In addition, the
              Company issued 232,500 five year Common Stock purchase warrants with
              exercise
              prices ranging from $1.65 to $2.00.
 Page
              37
 
 On
          February 28, 2006, we completed an investment in ClaimRemedi, Inc., the
          licensor
          of certain healthcare software products marketed by our Claim-Remedi subsidiary.
          Under the terms of the investment, we have issued 350 shares of our Series
          K
          Convertible Preferred Stock to ClaimRemedi in exchange for 19.5% of the
          outstanding shares of ClaimRemedi. The Preferred Stock is convertible into
          shares of our common stock at any time at a conversion price of between
          $1.00
          and $2.00 per share, determined at the time of conversion based on the
          market
          value of our common stock, which shall result in the issuance of between
          1,750,000 and 3,500,000 shares of common stock. However, any conversion
          prior to
          February 28, 2008 shall be at a conversion price of $2.00 per share. The
          Preferred Stock accrues dividends at a rate of 4% per annum, which dividends
          are
          payable in cash or stock at our option. If certain performance criteria
          applicable to the license agreement between ClaimRemedi and our subsidiary
          are
          not met, ClaimRemedi has the right to buy back up to 50% of the ClaimRemedi
          Shares beginning 24 months after closing, and up to 100% of the ClaimRemedi
          Shares beginning 30 months after closing if the conditions have still not
          been
          met. Any such repurchase of ClaimRemedi Shares by ClaimRemedi may be made
          in
          cash or by the sale of the Preferred Stock back to us at the issue
          price.
 
 During
          the fiscal quarter ended May 31, 2006, in a private transaction under Section
          4(2) of the Securities Act of 1933, as amended, we sold 35.5 shares of
          preferred
          stock for gross proceeds of $355,000 to three existing shareholders. The
          Preferred Stock shall, for a period of seven years, be convertible into
          Units,
          each consisting of 4 five-year Warrants to purchase common stock at the
          rate of
          one unit for each dollar invested. In each Unit, 2 Warrants shall be exercisable
          at $1.00 per share, 1 Warrant shall be exercisable at $1.50 per share and
          1
          Warrant shall be exercisable at $2.00 per share. The Preferred Stock shall
          earn
          dividends at 8% per annum, payable quarterly in cash or common stock at
          the
          Company's option. If paid in common stock, the stock price shall be the
          lower of
          the Market Price or $1.37 per share. Market Price is defined as the average
          of
          the closing prices of the common stock for the 10 consecutive trading days
          immediately preceding the dividend due date.
 
 NOTE 9
          - STOCK OPTION PLAN AND WARRANTS
 
 We
          adopted a 1996 stock option plan (the "Option Plan"). As of May 31, 2006,
          a
          total of 3,500,887 shares of our common stock have been reserved for issuance
          under the Option Plan. As of May 31, 2005, we had 1,543,600 of such options
          outstanding. The Board of Directors administers the Option Plan, or a committee
          appointed by the Board of Directors, which determine the recipients and
          term of
          the awards granted (Item 10. "Stock Options").
 
 In
          addition to the above mentioned stock options, in July 1998, in conjunction
          with
          our initial public offering certain debt holders were granted options/warrants
          in exchange for note repayments.
 
 As
          for
          May 31, 2006 a total of 3,500,887 shares of our common stock have been
          reserved
          for issuance under the Option Plan of which 1,543,600 are outstanding and
          1,957,287 were remaining (Item 10. "Stock Options").
  Page
              38
  We
          have
          granted the following options/warrants to purchase common stock as of May
          31,
          2006.
 Number
                      of Options/Warrants
                  
                  Weighted
                      Average Price $/ShareOptions/Warrants
                      outstanding - May 31, 2005
                  
                  
                  8,721,445
                  
                  $
                  1.93Employee
                      Stock OptionsGranted
                  
                  
                  1,020,500
                  
                  $
                  1.01Expired
                  
                  
                  —
                  
                  
                  —Exercised
                  
                  
                  —
                  
                  
                  —Stockholder
                      WarrantsGranted
                  
                  
                  676,964
                  
                  
                  2.26Expired
                  
                  
                  375,000
                  
                  
                  7.84Exercised
                  
                  
                  —
                  
                  
                  —OptionsOptions/Warrants
                      outstanding - May 31, 2006
                  
                  
                  10,418,909
                  
                  $
                  2.01Employee
                      Stock OptionsGranted
                  
                  
                  100,000
                  
                  $
                  0.95Expired
                  
                  
                  —
                  
                  
                  —Exercised
                  
                  
                  —
                  
                  
                  —Stockholder
                      WarrantsGranted
                  
                  
                  1,809,864Expired
                  
                  
                  2,044,886Exercised
                  
                  
                  —
                  
                  
                  —OptionsOptions/Warrants
                      outstanding - May 31, 2007
                  
                  
                  10,283,887
                  
                  $
  Stock
          Based Compensation
 
 All
          stock
          options issued to employees have an exercise price not less than the fair
          market
          value of the Company's common stock on the date of grant, and in accounting
          for
          such options utilizing the intrinsic value method there is no related
          compensation expense recorded in the Company's financial statements. If
          the
          compensation had been determined based on the fair market value of the
          stock
          option on their dates of grant in accordance with SFAS 123, the Company's
          net
          loss and loss per share for the years ended May 31, 2005 and 2004, would
          have
          been increased to the pro forma amounts presented below:
 
 2007
                
                2006Net
                    Income (Loss)As
                    Reported
                
                $
                (3,377,745
                )
                $
                (5,038,393
                )Pro
                    Forma
                
                $
                (3,414,456
                )
                $
                (4,809,693
                )Basic
                    and Diluted Income (Loss) Per Common ShareAs
                    Reported
                
                $
                (0.10
                )
                $
                (0.26
                )Pro
                    Forma
                
                $
                (0.
                    10
                )
                $
                (0.25
                )
 
 For
          the
          fiscal year ended May 31, 2007, the fair value of option grants is estimated
          on
          the date of grant utilizing the Black-Scholes option-pricing model with
          the
          weighted average assumption for options granted during 2002-2007, expected
          life
          of the option is 5 years.
 
 For
          the
          fiscal year ended May 31, 2006, the fair value of option grants is estimated
          on
          the date of grant utilizing the Black-Scholes option-pricing model with
          the
          weighted average assumption for options granted during 2001-2006, expected
          life
          of the option is 5 years.
  Page
              39
 Outstanding
                    Weighted Average
                
                Exercisable
                    Weighted AverageTotal
                    Shares
                  05/31/07
                
                Life
                
                Exercise
                  Price
                
                Total
                    Shares
                  05/31/07
                
                Exercise
                  Price300,000
                
                
                3.50
                
                $
                1.20
                
                
                300,000
                
                $
                1.20480,000
                
                
                3.50
                
                $
                0.81
                
                
                480,000
                
                $
                0.8130,000
                
                
                3.25
                
                $
                1.75
                
                
                30,000
                
                $
                1.75205,000
                
                
                3.50
                
                $
                2.00
                
                
                205,000
                
                $
                2.00253,809
                
                
                3.50
                
                $
                2.50
                
                
                253,809
                
                $
                2.50428,574
                
                
                3.00
                
                $
                2.50
                
                
                428,574
                
                $
                2.50117,118
                
                
                1.75
                
                $
                0.01
                
                
                117,118
                
                $
                0.01331,000
                
                
                3.00
                
                $
                0.01
                
                
                331,000
                
                $
                0.011,350,000
                
                
                2.75
                
                $
                0.65
                
                
                1,350,000
                
                $
                0.6574,250
                
                
                .75
                
                $
                0.65
                
                
                74,250
                
                $
                0.65175,000
                
                
                .75
                
                $
                0.65
                
                
                175,000
                
                $
                0.655,250
                
                
                .75
                
                $
                0.65
                
                
                5,250
                
                $
                0.6522,500
                
                
                .75
                
                $
                0.65
                
                
                22,500
                
                $
                0.654,000
                
                
                .75
                
                $
                0.65
                
                
                4,000
                
                $
                0.651,054,560
                
                
                .75
                
                $
                0.65
                
                
                1,054,560
                
                $
                0.6530,000
                
                
                .75
                
                $
                0.65
                
                
                30,000
                
                $
                0.6550,000
                
                
                .75
                
                $
                0.80
                
                
                50,000
                
                $
                0.8097,369
                
                
                .75
                
                $
                0.95
                
                
                97,369
                
                $
                0.95487,931
                
                
                .75
                
                $
                1.00
                
                
                487,931
                
                $
                1.00357,856
                
                
                1.50
                
                $
                1.00
                
                
                357,856
                
                $
                1.00100,000
                
                
                .75
                
                $
                1.00
                
                
                100,000
                
                $
                1.0025,000
                
                
                2.25
                
                $
                1.00
                
                
                25,000
                
                $
                1.0025,000
                
                
                2.50
                
                $
                1.00
                
                
                25,000
                
                $
                1.00350,000
                
                
                .75
                
                $
                1.01
                
                
                350,000
                
                $
                1.01200,180
                
                
                .75
                
                $
                1.01
                
                
                200,180
                
                $
                1.0110,000
                
                
                .75
                
                $
                1.20
                
                
                10,000
                
                $
                1.20
 
 Page
            40
  Outstanding
                    Weighted Average
                
                Exercisable
                    Weighted AverageTotal
                    Shares
                
                
                
                Exercise
                
                Total
                    Shares
                
                Exercise05/31/07
                
                Life
                
                Price
                
                05/31/07
                
                Price5,000
                
                
                .75
                
                $
                1.20
                
                
                5,000
                
                $
                1.207,813
                
                
                1.50
                
                $
                1.30
                
                
                7,813
                
                $
                1.3050,000
                
                
                .75
                
                $
                1.36
                
                
                50,000
                
                $
                1.36100,000
                
                
                .75
                
                $
                1.25
                
                
                100,000
                
                $
                1.4690,000
                
                
                .75
                
                $
                1.50
                
                
                90,000
                
                $
                1.50150,000
                
                
                .75
                
                $
                1.00
                
                
                150,000
                
                $
                1.5036,000
                
                
                .75
                
                $
                1.50
                
                
                36,000
                
                $
                1.507,500
                
                
                .75
                
                $
                1.70
                
                
                7,500
                
                $
                1.70240,000
                
                
                .75
                
                $
                1.75
                
                
                240,000
                
                $
                1.75180,000
                
                
                .75
                
                $
                1.75
                
                
                180,000
                
                $
                1.7550,000
                
                
                .75
                
                $
                1.88
                
                
                50,000
                
                $
                1.8834,500
                
                
                .50
                
                $
                2.00
                
                
                34,500
                
                $
                2.0050,000
                
                
                .50
                
                $
                2.00
                
                
                50,000
                
                $
                2.0010,000
                
                
                .50
                
                $
                2.00
                
                
                10,000
                
                $
                2.0050,400
                
                
                .50
                
                $
                2.00
                
                
                50,400
                
                $
                2.0020,000
                
                
                2.25
                
                $
                2.00
                
                
                20,000
                
                $
                2.00215,000
                
                
                2.50
                
                $
                2.00
                
                
                215,000
                
                $
                2.00787,675
                
                
                2.75
                
                $
                2.00
                
                
                787,675
                
                $
                2.00185,000
                
                
                3.00
                
                $
                2.00
                
                
                185,000
                
                $
                2.0010,417
                
                
                .75
                
                $
                2.50
                
                
                10,417
                
                $
                2.5064,000
                
                
                .50
                
                $
                2.50
                
                
                64,000
                
                $
                2.5045,000
                
                
                .50
                
                $
                2.50
                
                
                45,000
                
                $
                2.505,000
                
                
                .50
                
                $
                2.50
                
                
                5,000
                
                $
                2.5022,763
                
                
                2.00
                
                $
                2.50
                
                
                22,763
                
                $
                2.5010,000
                
                
                2.25
                
                $
                2.50
                
                
                10,000
                
                $
                2.50191,830
                
                
                2.00
                
                $
                3.00
                
                
                191,830
                
                $
                3.0013,100
                
                
                2.25
                
                $
                3.00
                
                
                13,100
                
                $
                3.0030,000
                
                
                2.50
                
                $
                3.00
                
                
                30,000
                
                $
                3.00
 
 Page
            41
  Outstanding
                    Weighted Average
                
                Exercisable
                    Weighted AverageTotal
                    Shares
                
                
                
                Exercise
                
                Total
                    Shares
                
                Exercise05/31/07
                
                Life
                
                Price
                
                05/31/07
                
                Price64,500
                
                
                2.75
                
                $
                3.00
                
                
                64,500
                
                $
                3.0015,000
                
                
                2.25
                
                $
                3.50
                
                
                15,000
                
                $
                3.5066,500
                
                
                2.75
                
                $
                4.00
                
                
                66,500
                
                $
                4.00268,570
                
                
                2.00
                
                $
                5.00
                
                
                268,570
                
                $
                5.0018,300
                
                
                2.25
                
                $
                5.00
                
                
                18,300
                
                $
                5.0071,500
                
                
                2.75
                
                $
                5.00
                
                
                71,500
                
                $
                5.0040,000
                
                
                .50
                
                $
                5.88
                
                
                40,000
                
                $
                5.88
 125,000
                
                
                4.25
                
                $
                2.00
                
                
                125,000
                
                $
                2.0010,000
                
                
                4.25
                
                $
                0.90
                
                
                10,000
                
                $
                0.905,000
                
                
                4.25
                
                $
                2.00
                
                
                5,000
                
                $
                2.005,000
                
                
                4.25
                
                $
                2.50
                
                
                5,000
                
                $
                2.5025,000
                
                
                4.25
                
                $
                1.50
                
                
                25,000
                
                $
                1.5025,000
                
                
                4.25
                
                $
                2.00
                
                
                25,000
                
                $
                2.005,000
                
                
                4.25
                
                $
                2.00
                
                
                5,000
                
                $
                2.005,000
                
                
                4.25
                
                $
                2.50
                
                
                5,000
                
                $
                2.5087,000
                
                
                4.25
                
                $
                1.50
                
                
                87,000
                
                $
                1.5087,000
                
                
                4.25
                
                $
                2.00
                
                
                87,000
                
                $
                2.0015,000
                
                
                4.25
                
                $
                1.50
                
                
                15,000
                
                $
                1.5015,000
                
                
                4.25
                
                $
                2.00
                
                
                15,000
                
                $
                2.0025,000
                
                
                4.50
                
                $
                2.00
                
                
                25,000
                
                $
                2.0025,000
                
                
                4.50
                
                $
                2.50
                
                
                25,000
                
                $
                2.509,500
                
                
                4.50
                
                $
                1.50
                
                
                9,500
                
                $
                1.509,500
                
                
                4.50
                
                $
                2.00
                
                
                9,500
                
                $
                2.0062,500
                
                
                4.50
                
                $
                2.00
                
                
                62,500
                
                $
                2.0037,500
                
                
                4.50
                
                $
                1.90
                
                
                37,500
                
                $
                1.9048,750
                
                
                4.50
                
                $
                1.90
                
                
                48,750
                
                $
                1.9018,182
                
                
                4.50
                
                $
                1.75
                
                
                18,182
                
                $
                1.7518,182
                
                
                4.50
                
                $
                2.25
                
                
                18,182
                
                $
                2.25100,000
                
                
                4.75
                
                $
                1.65
                
                
                100,000
                
                $
                1.6510,000
                
                
                4.75
                
                $
                1.65
                
                
                10,000
                
                $
                1.6532,500
                
                
                4.75
                
                $
                2.00
                
                
                32,500
                
                $
                2.0035,000
                
                
                4.75
                
                $
                0.80
                
                
                35,000
                
                $
                0.8012,500
                
                
                4.75
                
                $
                2.00
                
                
                12,500
                
                $
                2.0020,000
                
                
                5.00
                
                $
                2.00
                
                
                20,000
                
                $
                2.0012,000
                
                
                5.00
                
                $
                0.01
                
                
                12,000
                
                $
                0.0126,500
                
                
                5.00
                
                $
                1.50
                
                
                26,500
                
                $
                1.5017,750
                
                
                5.00
                
                $
                1.50
                
                
                17,750
                
                $
                1.5020,000
                
                
                5.00
                
                $
                0.01
                
                
                20,000
                
                $
                0.017,500
                
                
                5.00
                
                $
                1.50
                
                
                7,500
                
                $
                1.5030,000
                
                
                5.00
                
                $
                0.01
                
                
                30,000
                
                $
                0.0121,500
                
                
                5.00
                
                $
                1.50
                
                
                21,500
                
                $
                1.5010,000
                
                
                5.00
                
                $
                1.50
                
                
                10,000
                
                $
                1.508,500
                
                
                5.00
                
                $
                1.50
                
                
                8,500
                
                $
                1.50759,000
                
                
                5.00
                
                $
                1.75
                
                
                759,000
                
                $
                1.7524,000
                
                
                5.00
                
                $
                1.50
                
                
                24,000
                
                $
                1.5011,579,629
                
                
                
                
                
                
                
                
                11,579,629
 Page
              42
 NOTE
        10 -
        SEGMENT REPORTING
  We
        operate through four business segments: Claim-Remedi Services, Inc., CashTechCard
        Systems, Inc., TAP Holdings, LLC (aka "Tomco"), and CoinBank machine-related
        activities. We sell CoinBank self-service coin counting machines through
        existing equipment distribution channels.
  Information
        on our business segments for the fiscal years ended May 31,
  2007
              
              2006Net
                  Revenues and Sales:CoinBank
                  machines
              
              $
              126
              
              
              35,635EMMA
              
              
              —
              
              
              —Claim-Remedi
              
              
              31,348
              
              
              5,257Unallocated
              
              
              182,472
              
              
              14,115**$**
              **313,946**
              
              **$**
              **55,007**
 2007
                
                2006Interest
                    expenseCoinBank
                    machines
                
                
                —
                
                
                —EMMA
                
                
                —
                
                
                —Claim-Remedi
                
                
                —
                
                
                —Unallocated
                
                
                407,567
                
                
                390,562407,567
                
                
                **390,562**Depreciation
                    & AmortizationCoinBank
                    machines
                
                
                —
                
                
                —EMMA
                
                
                326,530
                
                
                559,767Claim-Remedi
                
                
                —
                
                
                —Unallocated
                
                
                4,242
                
                
                4,496330,772
                
                
                **564,263**Segment
                    profit (loss)CoinBank
                    machines
                
                
                (297,486
                )
                
                (255,757
                )EMMA
                
                
                —
                
                
                —Claim-Remedi
                
                
                (1,405,715
                )
                
                (1,257,791
                )Unallocated
                
                
                (1,674,545
                )
                
                **(2,700,770**
                **)**(3,377,746
                )
                
                **(5,038,393**
                **)**Net
                    identifiable assets:CoinBank
                    machines
                
                
                609,890
                
                
                615,260EMMA
                
                
                0
                
                
                326,531Claim-Remedi
                
                
                —
                
                
                —Unallocated
                
                
                8,458,699
                
                
                **7,347,537**9,068,589
                
                
                **19,272,753**
  NOTE
        11 -
        RELATED PARTY TRANSACTIONS
  Furthermore,
        as of May 31, 2007, we were in arrears of $412,577 for the salary to
        Mr.
        Korman, and owed $136,930 in accrued rent for our offices to a company in which
        Mr.
        Korman has a beneficial interest.
 
 During
        the month of July 2006, Edmund King, the Chief Financial Officer, loaned the
        company $50,000 and Bruce Korman, Chief Executive Officer, $25,000, respectively.
        Subsequent to May 31, 2007, these loans were paid back.
  NOTE
        12 -
        MINORITY INTEREST
  From
        November 2002 through March 2003, we received $443,000 in net proceeds from members
        for an equity share in our subsidiary of CT Holdings, LLC. The stockholders
        own 13.65% while we own 86.35%. The net proceeds from this have been
        used
        to further develop the BONUS product for CT Holdings, LLC, as well as for
        working capital for CT Holdings, LLC and Cash Technologies, Inc. For the fiscal
        year ended May 31, 2005, we have allocated $155,119 of losses in CT Holdings,
        LLC to minority interest.
  Page
            43
  NOTE
        13 -
        OTHER INCOME
  During
        the fiscal year ended May 31, 2007, the Company had income from forgiveness
        of debt of $271,250. Income from forgiveness of debt consists of settlement
        of three convertible debentures that have been deemed abandoned by the Company.
  NOTE
        14 -
        COMMITMENTS AND CONTINGENCIES
  In
        2001
        we delivered stock certificates representing 700,000 shares to an escrow agent
        as
        collateral for a loan. The loan was never consummated, and in May 2001 we
        notified the transfer agent to cancel the shares. Thereafter the escrow agent,
        an
        attorney, passed away and we were never able to recover the certificates.
        In August, 2004 it came to our attention that a party was attempting
        to transfer 450,000 of the 700,000 shares. We immediately initiated a lawsuit
        in New York to prevent the transfer of the shares and have them retired. In
        December, 2004, we reached a tentative settlement in which the shares would be
        returned to us without any exchange of money, pending execution of final settlement
        documentation. We intend to similarly pursue the recovery of the remaining
        250,000 shares, however in the event that we cannot achieve a satisfactory
        outcome in such effort, or in the event that the pending settlement is
        not
        consummated for any reason, some or all of these shares may be treated as outstanding
        and our Stockholders' Equity line item would have to be adjusted to
 reflect
        such additional shares.
  NOTE
        15 -
        SUBSEQUENT EVENTS
  ITEM
        8.
        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE
  There
        have been no changes in our independent accountants or disagreements with our
        independent accountants in the last two fiscal years.
  ITEM
        8A
        CONTROLS AND PROCEDURES
  CONTROLS
        AND PROCEDURES
  Evaluation
        of Disclosure Controls and Procedures:
  "Evaluation
        of Disclosure Controls and Procedures. The Chief Executive Officer and
        Chief
        Financial officer, after evaluating the effectiveness of the Company's disclosure
        controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as
        of the
        end of the period covered by this Form 10-KSB, have concluded that its disclosure
        controls and procedures are effective to reasonably ensure that material
        information required to be disclosed by the Company in the reports that are
        filed
        or submitted under the Exchange Act is recorded, processed, summarized and
        reported within the time periods specific by Securities and Exchange Commissions'
        rules and forms and that such information is accumulated and
 communicated
        to our management, including our Chief Executive Officer and Chief Financial
        Officer, as appropriate, to allow timely decisions regarding required disclosure.
  Changes
        in Internal Control over Financial Reporting. There were no changes made during
        our most recently completed fiscal quarter in our internal control over financial
        reporting that have materially affected, or are reasonably likely to materially
        affect, our internal control over financial reporting."
  ITEM
        8B
        OTHER INFORMATION
  None
  Page
            44
  PART
        III
  ITEM
        9.
        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
        SECTION 16(a) OF THE EXCHANGE ACT
  The
        following table sets forth information regarding our directors and executive
        officers:
  Name
                
                Age
                
                PositionBruce
                    R. Korman
                
                48
                
                President,
                    Chief Executive Officer and Chairman
                    of the BoardEdmund
                    King
                
                43
                
                Chief
                    Financial Officer and SecretaryRichard
                    Miller
                
                55
                
                Director(1)(2)Robert
                    B. Fagenson
                
                58
                
                Director(1)Kevin
                    Walls
                
                45
                
                Director(2)Robin
                    Richards
                
                48
                
                Director(1)
  
 (1)
        Compensation Committee member.
  (2)
        Audit
        Committee member.
  Bruce
        Korman has been our President, Chief Executive Officer and Chairman of
        the
        Board of Directors since our inception, and has served in the same capacities
        at our wholly-owned subsidiaries, since their inception. Previously,
        Mr. Korman was a principal and general partner in a series of real
        estate limited partnerships engaged in the development, construction and management
        of multi-family housing projects in Southern California.
  Edmund
        King has served as Chief Financial Officer and Secretary for Cash Technologies
        since December 11, 2000. Mr. King served as financial and operations
        consultant for numerous manufacturing, entertainment and e-commerce companies
        from 1998-2000. He also served as Vice-President and Chief Financial Officer
        of UStel, Inc. between 1997-1998, controller for ITT Fluid Technology Corporation
        between 1989-1992, as well as a financial analyst for Trouver Capital
        Partners from 1994-1997.
  Richard
        Miller has been a director since our inception. Since 1985, Mr. Miller
        has served as President and Chief Executive Officer of Union Fidelity, a mortgage
        banking firm which he founded. Mr. Miller is also the President of M.R. International
        Enterprises, Ltd., which is the general partner of Lakeview Enterprises
        Limited Partnership, a private real estate limited partnership.
  Robert
        B.
        Fagenson has been a director since August 4, 1998. Mr. Fagenson has,
        for
        more than the last five years, been a director and President of Fagenson
        & Co., Inc., a New York Stock Exchange specialist firm, and a Vice President
        and director of Starr Securities, Inc. a registered broker-dealer and member
        of
        the New York Stock Exchange. Mr. Fagenson has been director and Vice Chairman
        of the New York Stock Exchange; a director of Rent-Way, Inc., a company listed
        on
        the New York Stock Exchange; a director of Intrenet, Inc., a company listed
        on
        the Nasdaq SmallCap Market; and a director of Hudson Hotel Corporation,
        a company listed on the Nasdaq National Market. Mr. Fagenson serves as
        the
        representative of Starr Securities, Inc., the co-underwriter in the Company's
        initial public offering.
  Kevin
        Walls has been a director since July 2001. Mr. Kevin Walls also acts as
        a
        consultant to many companies the aviation industry. Prior to July 2001, Mr. Walls
        worked for five years as Director of Sales with Guinness Peat Aviation in Ireland,
        at that time the world's largest aircraft finance and leasing company. From
        1994
        to 1997, Mr. Kevin Walls worked as Vice President - Corporate Planning for
        a
        major airline in Jakarta, Indonesia, and headed up the corporate and strategic
        planning department.
  Page
            45
  Robin
        Richards has been a director since October, 2005. He is currently Chairman
        and CEO of Notification Technologies, Inc., a privately held company that
        provides school-to-parent communication services throughout the U.S. Previously,
        he was CEO of Vivendi Universal Net USA ("VUNet USA"), a subsidiary of
        Vivendi Universal. VUNet USA operated MP3.com, Inc., Flipside Network, Moviso,
        a
        leading wireless service provider and VUNet USA Technologies, a leading
        internet distribution infrastructure provider. Prior to his position at VUNet
        USA, Mr. Richards was the founding president, chief operating officer and a
        director of MP3.com, Inc., involved in all aspects of that company's operations,
        its IPO and ultimate sale to Vivendi Universal. Additionally, Mr. Richards
        served as managing director of Tickets.com, Inc. and was founder and CEO
        of
        Lexi International, a tele-services and database management company. Mr. Richards
        served on the Board of Cash Technologies previously from 1999 through 2001.
  Compensation
        of Directors, Committees of the Board and Board Meetings.
  Directors
        do not receive cash compensation for serving on our board of directors.
        We reimburse non-employee directors for the costs of attending board meetings.
        Employee-directors are not entitled to any additional compensation as directors.
        All non-employee directors are eligible to participate in the Non-Executive
        Director Stock Option Plan, which was approved by our board of directors
        in August 1998 and by our stockholders in June 1999. There were 150,000
        shares reserved under the Non-Executive Director Plan, each non-employee director
        received options to purchase 30,000 shares of our common stock upon joining
        our board of directors, which options vested as to 10,000 shares upon joining
        the board and vested as to an additional 10,000 shares on each of the first
        and
        second anniversaries of joining the board. There are no annual grants of
        options to directors under the Non-Executive Director Plan. See "Non-Executive
        Director Stock Option Plan".
  On
        March
        28, 2003, our board of directors approved an amendment to the Director
        Plan. Under the amendment the shares reserved under the plan were increased
        to 700,000 and each director surrendered all of his previously held options
        and was issued a one-time grant of 140,000 options at an exercise price of
        $0.65.
        On January 5, 2004, the stockholders approved this increase.
  On
        June
        20, 2005, the stockholders approved another amendment to the Director
        Plan. Under the amendment the number of shares was once again increased to
        1,000,000 and each director received an additional 50,000 options at an exercise
        price of $1.20....
  The
        board
        of directors has established two committees. The Audit Committee currently
        is comprised of Kevin Walls and Richard Miller, who are independent directors
        within the meaning of the American Stock Exchange rules. The Audit Committee's
        duties include:
  ·
              reviewing
                  with our independent auditors, the scope and results ofany
                  audits; and
  ·
              reviewing
                  with the independent auditors and management, ouraccounting,
                  financial and operating controls and staff.
  In
        addition, our board of directors has established a Compensation Committee,
        currently comprised of Robert Fagenson, Richard Miller and Robin Richards.
        All of the members of the Compensation Committee are independent directors.
        The Compensation Committee administers our Employee Stock Option Plan and
        negotiates and approves employment agreements with our executive officers.
  Certain
        Key Employees
  Darryl
        J.
        Bergman, 38, has been our Chief Technology Officer since January 1997.
        From January 1991 to December 1996, Mr. Bergman served first as Software Developer
        and later as Software Project Leader at Harte-Hanks, a leading media and
        marketing firm, where he had senior responsibility for database applications software
        development for major accounts including Sony Corporation, Prudential Insurance,
        Cigna Health Care and others.
  Page
            46
  Raymond
        Pedden, 54, has been Chief Technology Officer of our Claim-Remedi Services,
        Inc. subsidiary (formerly Heuristic Technologies, Inc.) since August, 2004.
        Mr.
        Pedden is a recognized expert in healthcare operations management, information
        systems and product development. From 2001 to 2003 Mr. Pedden was CEO
        of
        Heuristic Technologies, LLC. From 1999 to 2001 Mr. Pedden was Executive Vice
        President of Health eConnex, Inc. From 1997 - 1999 he was the Chief Technology
        Officer for Imperial Technology Solutions, a division of Imperial Bank.
        From 1994 - 1995, he was the Executive Director for the Camino Medical Group
        in
        Sunnyvale, California. From 1989 - 1994, Mr. Pedden was the Director of Business
        Operations at the Stanford University Clinic. From 1986 - 1988, Mr. Pedden
        was the Chief Operating Officer for Health Care Alternatives, Inc. From 1983
        -
        1984, he was the Assistant Dean for Fiscal Affairs at the University of California,
        San Diego School of Medicine and Executive Director, UCSD Medical Group.
        Mr. Pedden has served on the faculties of The University of North Dakota and
        the
        University of California, San Diego.
  Summary
        of Cash and Certain Other Compensation
  The
        following table sets forth certain compensation paid by us during the fiscal
        years ended May 31, 2007, May 31, 2006 and May 31, 2005 to our President and
        Chief
        Executive Officer and our other most highly compensated executive officer
        (collectively, the "Named Executive Officers"):
  Summary
        Compensation Table
 Name
                    andAll
                    OtherPrincipal
                    Position
                    Compensation(1)
                
                Annual
                    Compensation
                
                Long
                    Term CompensationYear
                
                Salary
                
                Bonus
                
                Underlying
                
                Options
                    (#)Bruce
                    Korman
                
                
                2007
                
                $
                250,000
                *
                
                
                
                
                
                
                $
                18,000
                (1)President
                    and Chief
                
                
                2006
                
                $
                250,000
                *
                
                
                
                
                1,000,000
                
                $
                18,000
                (1)Executive
                    Officer
                
                
                2005
                
                $
                250,000
                *
                
                
                
                
                
                
                $
                18,000
                (1)Edmund
                    King
                
                
                2007
                
                $
                180,000
                
                
                
                
                
                
                
                $
                9,000
                (1)Chief
                    Financial
                
                
                2006
                
                $
                180,000
                
                
                
                
                
                
                
                $
                9,000
                (1)Officer
                
                
                2005
                
                $
                150,000
                
                
                
                
                
                
                
                $
                9,000
                (1)
  (1)
        Represents paid additional benefits.
  *
        As of
        May 31, 2007 the Company owes Bruce Korman $ in unpaid wages.
  Page
            47
  The
        following table discloses in
  The
        following table discloses information concerning stock options granted in
        the
        year ended May 31, 2007 to our Named Executive Officers.
  Option
        Grants in Fiscal Year Ended May 31, 2007
  Individual
        Grants in Last Fiscal Year
 Percent
                    of TotalOptions/Number
                    of
                
                Warrants
                    toSecurities
                
                EmployeesUnderlying
                
                in
                    Fiscal
                
                Exercise
                    Price
                
                ExpirationName
                
                Options/Warrants
                
                Year
                    (%)
                
                ($/Sh)
                
                DateBruce
                    Korman
                
                
                0
                
                
                —
                
                
                —
                
                
                —Edmund
                    King
                
                
                0
                
                
                —
                
                
                —
                
                
                —
  Aggregated
        Option Exercises And Fiscal Year-End Option Values
  The
        following table sets forth information concerning the number of options
        owned by the Named Executive Officers and the value of any in-the-money unexercised
        stock options as of May 31, 2007. No options were exercised by any of
        the
        Named Executive Officers during the fiscal year ended May 31, 2007:
 Number
                    of Securities Underlying Unexercised
                
                Value
                    of Unexercised In-the-MoneyOptions
                    at May 31, 2007
                
                Options
                    atMay
                    31,2007 (1)Name
                
                Exercisable
                
                Un-exercisable
                
                Exercisable
                
                Un-exercisableBruce
                    Korman
                
                
                3,350,000
                
                
                0
                
                $
                3,350,000
                
                $
                0Edmund
                    King
                
                
                750,000
                
                
                0
                
                $
                750,000
                
                $
                0
  
 (1)
              Year-end
                  values for unexercised in-the-money options represent thepositive
                  spread between the exercise price of such options and the fiscalyear-end
                  market value of the common stock. An option is "in-the-money" ifthe
                  fiscal year end fair market value of the common stock exceeds theoption
                  exercise price.
  Employment
        Agreements
  We
        previously entered into a three-year employment agreement with Mr. Korman,
        which has been automatically renewed annually according to its terms since
        July 2001. Mr. Korman also participates in other business endeavors, which require
        a
        portion of his business time. Although Mr. Korman has advised us that his
        participation in outside business matters should not interfere with his performance
        of his duties as our President and Chief Executive Officer, there can
        be no
        assurance that a conflict of interest will not arise with respect to the
        allocation of Mr. Korman's time or that such conflict would be resolved in our
        favor.
  Employee
        Stock Option Plans
  In
        May
        2007, we adopted our 2007 Employee Stock Option Plan, or the Employee Plan.
        The
        purpose of the Employee Plan is to attract and retain qualified personnel,
        to provide additional incentives to our employees, officers and consultants
        of the Company and to promote the success of our business. A reserve of
        7,000,000 shares of common stock had been established for issuance under
        the Employee
        Plan. The Compensation Committee of our board of directors currently administers
        the Employee Plan. Subject to the Employee Plan, the board (or its designated
        committee) has complete discretion to determine which eligible individuals
        are to receive option grants, the number of shares subject to each such
        grant, the exercise price of the option, the status of any granted option as
        either
        an incentive stock option or a non-qualified option, the vesting schedule
        to be in effect for the option grant and the maximum term for which any granted
        option is to remain outstanding.
  Page
            48
  Each
        option granted under the Employee Plan will have a maximum term of five
        years, subject to earlier termination following the optionee's cessation
        of service
        with us. All options granted to date have a term of five years. The exercise
        price of incentive stock options and non-qualified stock options granted
        under the Employee Plan must be at least 100% of the fair market value of
        the
        stock subject to the option on the date of grant, respectively (or 110% with
        respect to incentive options granted to holders of more than 10% of our voting
        power). Such payment may be made in cash, or at the discretion of our board
        of
        directors, in outstanding shares of common stock held by the participant,
        through a full recourse promissory note payable in installments over
        a
        period of years or any combination of the foregoing.
  At
        our
        Annual Meeting of Stockholders held in May, 2007, our stockholders
        approved the 2007 Employee Stock Option Plan and increased the number
        of
        shares available for issuance from 3,500,887 to 7,000,000 shares.
  Non-Executive
        Director Stock Option Plan
  In
        August
        1998, our board of directors approved a Director Stock Option Plan,
        or
        Director Plan, for Non-Employee Directors who are not eligible to participate
        in the Employee Plan. The Director Plan was approved by our stockholders
        at our Annual Meeting held in June 1999.
  The
        Director Plan provides that each non-executive director will be granted
        options to purchase 30,000 shares of our common stock upon joining our board
        of
        directors. The options vest as follows: 10,000 options upon joining the board;
        10,000 options on the first anniversary of such date; and 10,000 options on
        the
        second anniversary of such date. There are no annual grants of options to directors
        under the Director Plan. Only non-employee directors are eligible to participate
        in the Director Plan.
  The
        Director Plan is intended to attract and retain key personnel whose performance
        is expected to have a positive effect on our business by encouraging and
        assisting those persons to acquire our common stock equity in the Company. Our
        board
        believes that by compensating directors with stock options the directors
        will have similar interests to our stockholders to promote growth and enhanced
        stockholder value. Options may be granted under the Director Plan until the
        year
        2008 to non-executive directors as defined and members of any advisory board
        established by us who are not full-time employees of our Company or of any of
        our
        subsidiaries.
  The
        exercise price for options granted under the Director Plan is 100% of the
        fair
        market value of the common stock on the date of grant. Until otherwise provided
        in the relevant stock option agreements, the exercise price of options granted
        under the Director Plan must be paid at the time of exercise, either in cash,
        by
        delivery of shares of common stock or by a combination of each. The term
        of
        each option commences on the date it is granted and, unless terminated sooner
        as
        provided in the Director Plan, expires five years from the date of grant.
        Options granted under the Director Plan do not qualify for incentive stock
        option treatment.
  On
        March
        28, 2003, our board of directors approved an amendment to the Director
        Plan. Under the amendment, each director surrendered all of his previously
        held options and was issued a one-time grant of 140,000 options at an exercise
        price of $.65, subject to shareholder approval. On January 5, 2004, the stockholders
        approved this increase.
  Page
            49
  On
        June
        20, 2005, the stockholders approved another amendment to the Director
        Plan. Under the amendment the number of shares was increased to 1,000,000
        and each director received an additional 50,000 options at an exercise price
        of
        $1.20.
  As
        of May
        31, 2007, there are 420,000 options to purchase 30,000 shares of our
        common stock outstanding.
  Limitations
        of Liability and Indemnification
  Our
        Restated Certificate of Incorporation and by-laws provide that we shall,
        to
        the maximum extent permitted from time to time under the Delaware General
        Corporation Law (the "DGCL"), indemnify and advance expenses to any of our
        officers, directors, employees or agents in connection with any threatened, pending
        or completed action, suit or proceeding. The Restated Certificate of Incorporation
        also permits us to secure insurance on behalf of any person who was
        or is
        a director, officer, employee or agent for us against any liability
 incurred
        by such person in such capacity, regardless of whether indemnification would
        be
        permitted under the applicable provisions of the DGCL or the Restated Certificate
        of Incorporation.
  Section
        102(b)(7) of the DGCL permits a provision in the certificate of incorporation
        of each corporation organized thereunder eliminating or limiting, with
        certain exceptions, the personal liability of a director to the corporation or
        its
        stockholders for monetary damages for certain breaches of fiduciary duty
 as
        a
        director.
  Section
        145 of the DGCL ("Section 145"), in summary, empowers a Delaware corporation,
        within certain limitations, to indemnify its officers, directors, employees
        and agents against expenses (including attorneys' fees), judgments, fines
        and
        amounts paid in settlement, actually and reasonably incurred by them in
        connection with any nonderivative suit or proceeding, if they acted in good faith
        and
        in a manner they reasonably believed to be in or not opposed to the best
        interests of the corporation, and, with respect to a criminal action or
 proceeding,
        had no reasonable cause to believe their conduct was unlawful.
  With
        respect to derivative actions, Section 145 permits a corporation to indemnify
        its officers, directors, employees and agents against expenses (including
        attorneys' fees) actually and reasonably incurred in connection with the
        defense or settlement of such action or suit, provided such person meets
        the standard
        of conduct described in the preceding paragraph, except that no indemnification
        is permitted in respect of any claim where such person has been found
        liable to the corporation, unless the Court of Chancery or the court in
 which
        such action or suit was brought approves such indemnification and determines
        that such person is fairly and reasonably entitled to be indemnified.
  ITEM
        11.
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  PRINCIPAL
        STOCKHOLDERS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  The
        following table sets forth certain information as of May 31, 2007 with respect
        to each executive officer and director, all directors and officers as a group
        and
        the persons (including any "group" as that term is used in Section 13(d)(3)
        of the Securities Exchange Act of 1934, as amended), known by us to be the
        beneficial owner of more than five percent of our common stock. Unless otherwise
        indicated, we believe that all persons named in the table have sole voting
        and investment power with respect to all shares of common stock beneficially
        owned by them. A person is deemed to be the beneficial owner of shares
        that can be acquired by such person within 60 days from May 31, 2007, upon
        the
        exercise of options, warrants or convertible securities. At May 31, 2007,
        there were 22,790,663 shares of common stock outstanding.
  Page
            50
 Name and Address of
                  Beneficial Owners(1)(2)
                
                Amount
                    and Nature of Beneficial Ownership
                    (2a)
                
                Percentage
                    of Shares
                  Beneficially OwnedBruce
                    Korman (3)
                
                
                3,866,267
                
                
                12.47
                %Richard
                    Miller (4)
                
                
                856,657
                
                
                2.76
                %Robert
                    B. Fagenson (5)(6)
                
                
                271,126
                
                
                .87
                %Kevin
                    Walls (7)
                
                
                336,927
                
                
                1.09
                %Eric
                    Butlein (8)
                
                
                3,533,130
                
                
                11.40
                %Edmund
                    King (9)
                
                
                750,000
                
                
                2.42
                %Darryl
                    Bergman (10)
                
                
                500,000
                
                
                1.61
                %Willi
                    Muhr (11)
                
                
                200,000
                
                
                .65
                %Peter
                    & Irene Gauld (12)
                
                
                1,755,860
                
                
                5.66
                %Robin
                    Richards
                
                
                180,000
                
                
                .58
                %All
                    directors and executive officers as
                    a group (persons)(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)
                
                
                12,249,967
                
                
                39.51
                %
 
 *
              Denotes
                  less than 1%.
  (1)
              Unless
                  otherwise indicated, the address for each named individual or groupis
                  in care of Cash Technologies, Inc., 1434 West 11th Street, Los
                  Angeles,California
                  90015.
  (2)
              Unless
                  otherwise indicated, we believe that all persons named in the tablehave
                  sole voting and investment power with respect to all shares of
                  commonstock
                  beneficially owned by them. A person is deemed to be the beneficialowner
                  of securities that can be acquired by such person within 60 daysfrom
                  May 31, 2004, upon the exercise of options, warrants or convertiblesecurities.
                  Each beneficial owner's percentage ownership is determined byassuming
                  that options, warrants or convertible securities that are held
                  bysuch
                  person (but not those held by any other person) and which areexercisable
                  within 60 days of the date of May 31, 2004.
  (3)
              Includes
                  516,267 shares owned by First Bancorp L.P. Mr. Korman is alimited
                  partner of First Bancorp L.P. and the President of the generalpartner
                  of First Bancorp L.P. Also includes 3,350,000 shares subject tooutstanding
                  exercisable employee options.
  (4)
              Includes
                  516,477 shares owned by Lakeview Enterprises, Ltd. Mr. Miller isa
                  limited partner of Lakeview Enterprises, Ltd. and the President
                  of thegeneral
                  partner of Lakeview Enterprises, Ltd. Also includes 200,180 sharessubject
                  to outstanding exercisable warrants and an additional 340,800executive
                  options.
  (5)
              Includes
                  2,625 shares issuable upon the conversion of 2,625 Series APreferred
                  Stock, and 141,313 shares subject to outstanding warrants andoptions.
  (6)
              Includes
                  117,188 shares issuable upon the conversion of warrantsexercisable
                  at $0.01 per share with a term of 7 years, approved by theBoard
                  of Directors in lieu of repayment of a $75,000 loan from Mr.Fagenson
                  to the Company. Any of such warrants can be redeemed at any timefor
                  a cash payment from the Company of $0.65 per warrant share.
  (7)
              Includes
                  12,000 shares issuable upon the conversion of 12,000 options,120,000
                  shares issuable upon conversion of Series B preferred stock,64,927
                  shares issuable upon the conversion of dividends on Series Bpreferred
                  stock and an additional 140,000 upon the conversion of executiveoptions.
  (8)
              Includes
                  260,000 shares issued upon conversion of convertible notes,80,000
                  shares issued upon conversion of Series B preferred stock, 480,769shares
                  issued upon conversion of Series C preferred stock, 833,723 sharesof
                  common stock, and an aggregate of 352,231 shares issuable upon
                  theconversion
                  of 352,231 Series D and other warrants. Includes sharesbeneficially owned through Ejada Limited
                  Partnership, his spouse
                  Jada Butlein,
                  ADA Partners, Tikkum Olam Foundation, ADA Greater Trust and EjadaButlein
                  Trust.
  Page
            51
  (9)
              Includes
                  750,000 shares subject to options.
  (10)
              Includes
                  500,000 shares subject to options.
  (11)
              Includes
                  200,000 shares subject to options.
  (12)
              Includes
                  325,860 shares issued upon conversion of Series D preferred stockand
                  500,000 shares issued upon conversion of Series F preferred stock,576,923
                  shares of common stock, 53,077 shares of common stock issuedin-lieu
                  of interest and an aggregate of 300,000 shares issuable uponexercise
                  of 300,000 Series E, G and H warrants.
  EQUITY
        COMPENSATION PLAN INFORMATION
  The
        following table sets forth certain information as of September 10, 2007,
        with respect to each employee, officer and director, each nominee for director,
        all directors and officers as a group and the persons known by us to hold
        options under our Employee Stock Option and Non-Executive Director Stock Option
        Plan. As of September 10, 2005 a reserve of 5,500,000 shares of our common
        stock had been established for issuance under the Employee Plan and 1,000,000
        under the Non-Executive Director Plan. There are 4,054,000 options
 outstanding
        under the Employee Plan and 570,000 under the Non-Executive Director Plan.
 Number
                    of securities to be issued upon exercise of options, warrants
                    and
                    rights
                
                Weighted
                    average of exercise price of outstanding options, warrants and
                    rights
                
                Weighted
                    average exercise price of outstanding options, warrants and
                    rights
                
                Number
                    of remaining available for future issuance under equity compensation
                    plans
                    (excluding) securities reflected in column (a))Equity
                    Compensation plans approved by
                
                
                4,624,000
                
                $
                1.00
                
                
                1,876,000Security
                    holdersEquity
                    Compensation plans not approved bySecurity
                    holders
                
                
                —
                
                
                —
                
                
                —Total
                
                
                4,624,000
                
                $
                1.00
                
                
                1,876,000
  Certain
        Reports
  Other
        than the individuals disclosed below, during the fiscal year ended May
        31,
        2007, based upon the information and reports received by us, other than one
        of
        our shareholders as described below, no Director, officer of beneficial owner
        of
        more than ten percent of the Corporation's Common Stock (which is the only
        class of securities of the Corporation registered under Section 12 of the Securities
        Exchange Act of 1934 (the "Act"), (a "Reporting Person") failed to file
        on a
        timely basis, reports required by Section 16 of the Act during the
 most
        recent fiscal year. .
  ITEM
        12.
        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  Certain
        Transactions
  As
        of May
        31, 2006, we had outstanding short-term loans of an aggregate principal
        amount of $8,915 from Bruce Korman (and related parties), who is our Chief
        Executive Officer and Chairman of the Board of Directors. The loans are short-term
        non-interest bearing loans and are payable upon demand. Furthermore, as
        of May
        31, 2006, we were in arrears of $290,874 for salary to Mr. Korman and owed
        $69,050 in accrued rent for our offices to Prime Financial Partners, a company
        in which Mr. Korman has a beneficial interest.
  Page
            52
  Delaware
        Anti-takeover Law
  We
        are
        subject to certain anti-takeover provisions under Section 203 of the
        Delaware General Corporation Law. In general, under Section 203, a Delaware corporation
        may not engage in any business combination with any "interested stockholder"
        (a person that owns, directly or indirectly, 15% or more of the outstanding
        voting stock of a corporation or is an affiliate of a corporation and
        was
        the owner of 15% or more of the outstanding voting stock) for a period of
        three
        years following the date such stockholder became an interested stockholder,
        unless (i) prior to such date the board of directors of the corporation
        approved either the business combination or the transaction which resulted
        in the stockholder becoming an interested stockholder, or (II) upon consummation
        of the transaction which resulted in the stockholder becoming an interested
        stockholder, the interested stockholder owned at least 85% of the voting
        stock of the corporation outstanding at the time the transaction commenced,
        or (III) on or subsequent to such date, the business combination is approved
        by the board of directors and unauthorized at an annual or special meeting
        of stockholders by at least 66 2/3% of the outstanding voting stock which
        is
        not owned by the interested stockholder. The restrictions imposed by Section
        203 will not apply to a corporation if the corporation's initial certificate
        of incorporation contains a provision expressly electing not to be governed
        by this section or the corporation by action of its stockholders holding
        a
        majority of the outstanding stock adopts an amendment to its certificate
        of incorporation or by-laws expressly electing not to be governed by Section
        203.
  We
        have
        not elected out of Section 203, and upon consummation of our initial
        public offering and the listing of common stock on Nasdaq, the restrictions
        imposed by Section 203 apply to us. Such provision could have the effect
        of
        discouraging, delaying or preventing a takeover of us, which could otherwise
        be in the best interest of our stockholders, and have an adverse effect
        on
        the market price for our common stock.
  Page
            53
  ITEM
        13.
        EXHIBITS, LISTS AND REPORTS ON FORM 8-K
  (a)
        Exhibits
  The
        following Exhibits designated by an asterisk (*) have been previously filed
        with the Securities and Exchange Commission and, pursuant to Rule 17 C.F.R.
        230.411, are incorporated by reference to the document referenced in brackets
        following the descriptions of such exhibits.
  *3.1
              Our
                  Restated Certificate of Incorporation {Exhibit 3.1 to our Registration
                  Statement on Form SB-2 (File No. 333-6436)}*3.2
              Our
                  Bylaws {Exhibit 3.2 to our Registration Statement on Form SB-2
                  (File No.
                  333-6436)}*3.3
              Certificate
                  of Designation of Series A 8% Cumulative Convertible Preferred
                  Stock
                  {filed as Exhibit 3.1 (a) to our Form 10 QSB for the quarter ended
                  August
                  31, 1999.*3.4
              Certificate
                  of Designation of Series E Cumulative Convertible Preferred Stock
                  {Exhibit
                  3.4 to our Registration Statement on Form SB-2 (File No.
                  333-6436)}*3.5
              Certificate
                  of Designation of Series F Cumulative Convertible Preferred Stock
                  {Exhibit
                  3.5 to our Registration Statement on Form SB-2 (File No.
                  333-6436)}*3.6
              Certificate
                  of Designation of Series H Cumulative Convertible Preferred
                  Stock*3.7
              Certificate
                  of Designation of Series I Cumulative Convertible Preferred
                  Stock*3.8
              Certificate
                  of Designation of Series J Cumulative Convertible Preferred
                  Stock*4.1
              Our
                  Common Stock Certificate form {Exhibit 4.1 to our Registration
                  Statement
                  on Form SB-2 (File No. 333-6436)}*4.2
              Form
                  of the Underwriter's Warrant Agreement, including Form of Warrant
                  Certificate dated as of July 9, 1998 between us, Starr Securities,
                  Inc.
                  and GunnAllen Financial Inc. (the "Underwriters"){Exhibit 4.1 to
                  our
                  Registration Statement on Form SB-2 (File No.
                  333-6436)}*10.1
              Lease
                  for our Facilities at 1422 -34 West 11th Street, Los Angeles Ca
                  {Exhibit
                  10.1 to our Registration Statement on Form SB-2 (File No.
                  333-6436)}*10.2
              Agreement
                  dated November 22, 1996 between National Cash Processors Inc. and
                  First
                  Bancorp LP {Exhibit 10.2 to our Registration Statement on Form
                  SB-2 (File
                  No. 333-6436)}*10.3
              Manufacturing
                  and License Agreement dated January 17, 1997 between us and Geld
                  Bearbeitungs Systeme GES.M.B.H.{Exhibit 10.3 to our Registration
                  Statement
                  on Form SB-2 (File No. 333-6436)}*10.4
              Form
                  of Employment Agreement between us and Bruce Korman {Exhibit 10.4
                  to our
                  Registration Statement on Form SB-2 (File No.
                  333-6436)}*10.5
              Employee
                  Stock Option Plan {Exhibit 10.5 to our Registration Statement on
                  Form SB-2
                  (File No. 333-6436)}*10.6
              Form
                  of Consulting Agreement between us and the Underwriters dated as
                  of July
                  9, 1998 {Exhibit 10.6 to our Registration Statement on Form SB-2
                  (File No.
                  333-6436)}*10.7
              Our
                  Stock Purchase Agreement and Plan of Reorganization {Exhibit 10.7
                  to our
                  Registration Statement on Form SB-2 (File No.
                  333-6436)}*10.9
              Promissory
                  Note issued to G.E. Capital Corp, Security Agreement and related
                  Guarantees {Exhibit 10.9 to our Registration Statement on Form
                  SB-2 (File
                  No. 333-6436)}*10.10
              Form
                  of Bridge Notes and Bridge Warrant {Exhibit 10.10 to our Registration
                  Statement on Form SB-2 (File No. 333-6436)}*10.11
              Non-Executive
                  Director Stock Option Plan {filed as Exhibit A to our Proxy Statement
                  for
                  its Annual Meeting held on June 21, 1999}.23.
              Consent
                  of Vasquez & Company LLP, independent auditors31.1
              Certification31.2
              Certification32.1
              Certification
                  pursuant to 18 U.S.C. Section 1350
  Page
            54
  (b)
        Reports on 8-K
  None
  ITEM
        14.
        PRINCIPAL ACCOUNTING FEES & SERVICES
  Independent
        Accountant Fees
  The
        following table sets forth the aggregate fees for professional audit services
        rendered by Vasquez & Co LLP for the audit of our annual financial statements
        for the fiscal years 2005 and 2004, and fees billed for other services
        provided by Vasquez & Co LLP for fiscal years 2005 and 2004. Certain amounts
        from fiscal year 2004 have been reclassified to conform to new presentation
        requirements.
 Fiscal
                        Year Ended May 31,2007
                    
                    2006Audit
                        Fees
                    
                    $
                    
                    
                    $
                    55,000Audit-Related
                        Fees
                    
                    
                    
                    
                    
                    27,000Tax
                        Fees
                    
                    
                    
                    
                    
                    7,000All
                        other fees
                    
                    
                    
                    
                    
                    3,000Total
                        Fees Paid
                    
                    $
                    
                    
                    $
                    92,000
  Page
            55
  SIGNATURES
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange
        Act of 1934, the Registrant has duly caused this report to be signed on its
        behalf by the undersigned, thereunto duly authorized the 13th day of September,
        2007.
  CASH
                  TECHNOLOGIES, INC.By:
              /s/
                BRUCE KORMANBruce
                KormanPresident
                  and Chief Executive Officer
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, the following
        persons on behalf of the Registrant and in the capacities and on the dates
        indicated have signed this report below.
 Signature
                  
                  Title
                  
                  Date/s/
                      BRUCE KORMAN
                  
                  President,
                      Chief
                      Executive Officer
                  
                  September
                      13, 2007Bruce
                      Korman
                  
                  And
                      Director (Principal
                      Executive Officer)/s/
                      EDMUND KING
                  
                  Chief
                      Financial OfficerEdmund
                        King
                  
                  (Principal
                      Financial Officer)
                  
                  September
                      13, 2007/s/
                      RICHARD MILLER
                  
                  Director
                  
                  September
                      13, 2007Richard
                      Miller/s/
                      ROBERT FAGENSON
                  
                  Director
                  
                  September
                      13, 2007Robert
                      Fagenson/s/
                      KEVIN WALLS
                  
                  Director
                  
                  September
                      13, 2007Kevin
                      Walls
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