**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**









**FORM
      10-QSB**




(MARK
      ONE)





x QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
      1934




FOR
      THREE
      AND NINE MONTH PERIODS ENDED FEBRUARY 29, 2008




OR




o TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
      1934




COMMISSION
      FILE NUMBER: 001-15783




**CASH
        TECHNOLOGIES, INC.**


(Exact
      name of registrant as specified in its charter)





DELAWARE
            95-4558331(State
                or other jurisdiction of incorporation
              organization)
            (IRS
                Employer Identification No.)





1434
                W. 11THSTREET,
                LOS ANGELES, CA
            90015(Address
                of principal executive offices)
            (Zip
                Code)





(213)
      745-2000


(Registrant's
      telephone number, including area code)










Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o .











Indicate
      the number of shares outstanding of each of the registrant's classes of common
      stock, as of the latest practicable date.





On
      April
      14, 2008, there were 24,753,726 shares of common stock, $ .01 par value per
      share, issued and outstanding.





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


Yes o No x

















**CASH
      TECHNOLOGIES, INC.**


**FORM
      10-QSB**





**INDEX**





**PAGE**
              **NO.****PART
                I. FINANCIAL INFORMATION**Item
                1.
            Condensed
                Consolidated Financial Statements:Condensed
                Consolidated Balance Sheets as of February 29, 2008 (unaudited) andMay
                31, 2007
            
            **3**Condensed
                Consolidated Statements of Operations for the three and nine-monthperiods
                ended February 29, 2008 and February 28, 2007 (unaudited)
            
            **4**Condensed
                Consolidated Statements of Cash Flows for the three and nine-monthperiods
                Ended February 29, 2008 and February 28, 2007 (unaudited)
            
            **5**Notes
                to Condensed Consolidated Financial Statements for the three and
                nine-monthperiods
                ended February 29, 2008 and February 28, 2007 (unaudited)
            
            **6**Item
                2.
            Management's
                Discussion and Analysis of Financial Condition,Results
                of Operations, and Risk Factors
            
            **12**Item
                3.
            Controls
                And Procedures
            
            **23****PART
                II. OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            
            **24**Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            **24**Item
                3.
            Defaults
                Upon Senior Securities
            
            **24**Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            **24**Item
                5.
            Other
                Information
            
            **24**Item
                6.
            Exhibits
                and Reports on Form 8-K
            
            **24**SIGNATURES
            
            **25**




2




**PART
      I**





**ITEM
      1. FINANCIAL STATEMENTS**




**CASH
      TECHNOLOGIES, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(UNAUDITED)**


**(Unaudited)****FEBRUARY
                    29,**
                
                **MAY
                    31,****2008**
                
                **2007****ASSETS**CURRENT
                    ASSETS:Cash
                    and cash equivalents
                
                $
                12,392
                
                $
                1,107,649Accounts
                    receivable
                
                
                30,624
                
                
                29,853Prepaid
                    expenses and other current assets
                
                
                695,004
                
                
                194,627Other
                    receivable (net of allowance $50,000)
                
                
                163,678
                
                
                163,551Assets
                    of discontinued operationsCash
                
                
                41
                
                
                41Accounts
                    receivable
                
                
                90,670
                
                
                192,360Prepaid
                    expenses and other current assets
                
                
                263,076
                
                
                263,076Inventory
                    (net of allowance $121,000)
                
                
                97,690
                
                
                121,690Property
                    and equipment, netNote
                    receivable
                
                
                
                
                
                1,387,500Other
                    assets
                
                
                18,230
                
                
                18,230Total
                    assets of discontinued operations
                
                
                **469,707**
                
                
                **1,982,897**Total
                    Current Assets
                
                
                **1,371,405**
                
                
                **3,478,577**CoinBank
                    machines held for sale (Note 1(n))
                
                
                509,890
                
                
                609,890PROPERTY
                    AND EQUIPMENT (net)
                
                
                28,395
                
                
                26,823NOTES
                    RECEIVABLE
                
                
                
                
                
                6,879,045CDHC
                    PREFERRED STOCK
                
                
                480,481
                
                
                900,901CLAIMREMEDI
                    PREFERRED STOCK
                
                
                3,500,000
                
                
                3,500,000BIPS
                    PREFERRED STOCK
                
                
                
                
                
                2,000,000OTHER
                    ASSETS
                
                
                62,322
                
                
                535,295**TOTAL
                    ASSETS**
                
                **$**
                **5,952,493**
                
                **$**
                **17,930,531****LIABILITIES
                    AND STOCKHOLDERS' EQUITY (DEFICIENCY)**CURRENT
                    LIABILITIES:Current
                    maturities of Notes Payable (Note 5)
                
                $
                3,482,288
                
                
                3,482,286Due
                    to Officers and Directors
                
                
                8,915
                
                
                8,915Convertible
                    debt (Note 6)
                
                
                181,269
                
                
                170,519Due
                    to Shareholders (Note 4)
                
                
                521,163
                
                
                602,610Accounts
                    payable
                
                
                648,540
                
                
                1,131,497Accrued
                    liabilities
                
                
                3,118,823
                
                
                2,094,333Dividend
                    payable
                
                
                411,246
                
                
                261,246Liabilities
                    of discontinued operationsAccounts
                    payable
                
                
                725,443
                
                
                725,443Notes
                    payable
                
                
                327,312
                
                
                1,172,207Accrued
                    expenses and other current liabilities
                
                
                458,026
                
                
                492,026Total
                    liabilities of discontinued operations
                
                
                **1,510,781**
                
                
                **2,389,676**Total
                    Current Liabilities
                
                
                **9,883,025**
                
                
                **10,141,082**Long-Term
                    Notes Payable (Note 6)
                
                
                **1,448,220**
                
                
                1,134,560**TOTAL
                    LIABILITIES**
                
                
                **11,331,245**
                
                
                **11,275,642**COMMITMENTS
                    & CONTINGENCIES
                
                
                -
                
                
                -MINORITY
                    INTEREST
                
                
                (116,987
                )
                
                (98,639
                )MINORITY
                    INTEREST OF DISCONTINUED OPERATIONS
                
                
                -TOTAL
                    MINORITY INTEREST
                
                
                **(116,987**
                **)**
                
                **(98,639**
                **)****STOCKHOLDERS'
                    EQUITY (DEFICIENCY):**Stockholder's
                    equity of discontinued operationsAdditional
                    paid in capital
                
                
                981,667
                
                
                910,000Accumulated
                    equity
                
                
                (2,022,741
                )
                
                5,249,766Total
                    stockholder's equity of discontinued operations
                
                
                **(1,041,074**
                **)**
                
                **6,159,766**Cumulative
                        Redeemable Preferred Stock, 1,500,000 shares authorized,
                        647,715 and
                        647,515 shares issued and outstanding at February 29, 2008 and
                        May 31, 2007
                
                
                10,906,811
                
                
                10,875,811Common
                      Stock, $0.01 par value, 65,000,000 shares authorized, 23,631,164
                      and
                      23,035,964 issued and outstanding at February 29, 2008 and
                      May 31,
                      2007
                
                
                367,782
                
                
                366,876Additional
                    Paid-In-Capital
                
                
                40,210,604
                
                
                40,177,546Accumulated
                    Deficit
                
                
                (55,705,888
                )
                
                (50,826,471
                )**Total
                    stockholders' Equity**
                
                
                **(5,261,765**
                **)**
                
                **6,753,528****TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)**
                
                **$**
                **5,952,493**
                
                **$**
                **17,930,531**


See
      notes
      to consolidated financial statements




3




**CASH
      TECHNOLOGIES, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**




**(Unaudited)****THREE
                  MONTH PERIOD**
              
              **NINE
                  MONTH PERIOD****ENDED**
              
              **ENDED****FEBRUARY
                  29,**
              
              **FEBRUARY
                  28,**
              
              **FEBRUARY
                  29,**
              
              **FEBRUARY
                  28,****2008**
              
              **2007**
              
              **2008**
              
              **2007**NET
                  REVENUES
              
              $
              40,468
              
              $
              103,858
              
              $
              119,403
              
              $
              220,232COST
                  OF REVENUES
              
              
              30,770
              
              
              63,072
              
              
              94,013
              
              
              99,159GROSS
                  PROFIT (LOSS)
              
              
              9,698
              
              
              40,786
              
              
              25,390
              
              
              121,073SELLING,
                  GENERAL, & ADMINISTRATIVE EXPENSE
              
              
              527,252
              
              
              813,692
              
              
              2,012,955
              
              
              2,376,915IMPAIRMENT
                  OF INVESTMENT IN BIPS
              
              
              
              
              
              
              
              
              2,000,000IMPAIRMENT
                  OF COINBANK MACHINES
              
              
              100,000
              
              
              
              
              
              100,000GAIN
                  ON SALE OF HPS STOCK
              
              
              
              
              
              
              
              
              (79,580
              )RESEARCH
                  AND DEVELOPMENT
              
              
              18,750
              
              
              18,750
              
              
              56,250
              
              
              75,000DEPRECIATION
                  & AMORTIZATION EXPENSE
              
              
              753
              
              
              47,818
              
              
              1,913
              
              
              330,019**OPERATING
                  LOSS**
              
              
              (637,057
              )
              
              (839,474
              )
              
              (4,066,148
              )
              
              (2,660,861
              )INTEREST
                  EXPENSE
              
              
              109,782
              
              
              123,228
              
              
              362,534
              
              
              318,422LOSS
                  BEFORE INCOME TAXES
              
              
              (746,839
              )
              
              (962,702
              )
              
              (4,428,682
              )
              
              (2,979,283
              )INCOME
                  TAXES
              
              
              -
              
              
              -
              
              
              -
              
              
              2,400MINORITY
                  INTEREST
              
              
              (5,508
              )
              
              (5,483
              )
              
              (19,030
              )
              
              (18,020
              )NET
                  INCOME (LOSS) FROM CONTINUING OPERATIONS
              
              **$**
              **(741,331**
              **)**
              **$**
              **(957,219**
              **)**
              **$**
              **(4,409,652**
              **)**
              **$**
              **(2,963,663**
              **)**DISCONTINUED
                  OPERATIONSNET
                  REVENUES
              
              
              
              
              $
              (4,393
              )
              
              
              
              $
              2,781,808FORGIVENESS
                  OF DEBTCOST
                  OF REVENUES
              
              
              
              
              
              (8,912
              )
              
              
              
              
              (2,250,226
              )SELLING,
                  GENERAL & ADMINISTRATIVE EXPENSE
              
              
              (2,469
              )
              
              (68,568
              )
              
              291,322
              
              
              (1,387,565
              )INTEREST
                  EXPENSE
              
              
              (10,009
              )
              
              (42,288
              )
              
              (45,711
              )
              
              (291,908
              )GAIN
                  FROM DISPOSITION OF SUBSIDIARY'S ASSETS
              
              
              
              
              
              
              
              
              
              
              
              1,481,468WRITE
                  OFF OF LONG-OUTSTANDING ESTIMATED LIABILITIES(GAIN)
                  LOSS FROM WRITE OFF OF LONG TERM NOTE
              
              
              
              
              
              
              
              
              (7,518,118
              )LOSS
                  FROM DISCONTINUED OPERATIONS
              
              
              (12,478
              )
              
              (124,161
              )
              
              (7,272,507
              )
              
              333,577NET
                  INCOME (LOSS)
              
              $
              (753,809
              )
              $
              (1,081,380
              )
              $
              (11,682,159
              )
              $
              (2,630,086
              )Dividends
                  & deemed dividends
              
              $
              50,000
              
              $
              55,000
              
              $
              150,000
              
              $
              165,000Net
                  income (loss) allocable to common shareholders
              
              $
              (803,809
              )
              $
              (1,136,380
              )
              $
              (11,832,159
              )
              $
              (2,795,086
              )Basic
                      net income (loss) per share from continuing
                      operations
              
              $
              (0.03
              )
              $
              (0.04
              )
              $
              (0.18
              )
              $
              (0.13
              )Basic
                      net income (loss) per share from discontinued
                      operations
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.29
              )
              $
              (0.01
              )Basic
                net income
                (loss) available to common shareholders
              
              $
              (0.03
              )
              $
              (0.05
              )
              $
              (0.48
              )
              $
              (0.12
              )Basic
                      weighted average shares of common stock
                      outstanding
              
              $
              24,753,726
              
              $
              23,631,164
              
              $
              24,753,726
              
              $
              23,631,164


See
      notes
      to consolidated financial statements




4




**CASH
      TECHNOLOGIES, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**


**February
                  29,**
              
              **February
                  28,****2008**
              
              **2007****OPERATING
                  ACTIVITIES:**Net
                  loss
              
              $
              (11,682,159
              )
              $
              (2,963,663
              )Adjustments
                    to reconcile net loss to net cash used by operating
                    activities:Bad
                  Debt expense - discontinued operations
              
              
              7,938,663Impairment
                  of investment in BIPS
              
              
              2,000,000Gain
                  on sale of investment
              
              
              (79,580
              )Minority
                  interest
              
              
              (18,348
              )
              
              (275,082
              )Amortization
                  of deemed interest expense
              
              
              16,360
              
              
              326,531Other
                  Assets
              
              
              472,973Impairment
                  of CoinBank Inventory
              
              
              100,000Non-Cash
                  payment for services
              
              
              
              
              
              105,000Depreciation
                  expense
              
              
              (1,572
              )
              
              2,683Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (770
              )
              
              (36,066
              )Prepaid
                  expenses and other current assets
              
              
              (500,377
              )
              
              (8,641
              )Other
                  receivable
              
              
              (127
              )
              
              (46,972
              )Accrued
                  interest
              
              
              49,820
              
              
              (70,615
              )Accounts
                  payable
              
              
              (482,957
              )
              
              465,027Accrued
                  expenses and other current liabilities
              
              
              (673,422
              )
              
              672,736Change
                  in net assets of business held for sale
              
              
              1,024,490Net
                  cash used in operating activities
              
              
              (1,837,006
              )
              
              (1,829,062
              )**INVESTING
                  ACTIVITIES:**Proceeds
                  from sale of investment
              
              
              500,000
              
              
              -Purchase
                  of property and equipmentNet
                  cash provided by (used in) investing activities
              
              
              500,000
              
              
              -**FINANCING
                  ACTIVITIES:**Net
                  proceeds from issuance of preferred stock
              
              
              31,001
              
              
              562,471Proceeds
                  from Long-term debt
              
              
              260,000
              
              
              403,000Repayments
                  on short-term debt
              
              
              (83,215
              )Proceeds
                  from sale of common stock
              
              
              33,963
              
              
              804,961Net
                  cash provided by financing activities
              
              
              241,749
              
              
              1,770,432**CHANGE
                  IN CASH AND CASH EQUIVALENTS**
              
              
              (1,095,257
              )
              
              (58,630
              )Cash
                  and Cash Equivalents, Beginning of Period
              
              
              1,107,649
              
              
              81,355Cash
                  and Cash Equivalents, End of Period
              
              $
              12,392
              
              $
              22,725**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION**Income
                  taxes
              
              $
              -
              
              $
              2,400**SUPPLEMENTAL
                  DISCLOSURE OF NONCASH TRANSACTIONS**Gain
                  (Loss) on operations of discontinued operations
              
              $
              (7,372,507
              )
              $
              333,577Dividends
                  declared on preferred stock
              
              $
              150,000
              
              $
              160,415Non-cash
                  payment for services
              
              $
              -
              
              $
              105,000




5





**CASH
      TECHNOLOGIES, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**NOTE
      1:**  **GENERAL**





GOING
      CONCERN:





We
      have
      prepared the financial statements included in this Form 10-QSB assuming that
      we
      will continue as a going concern. Although we have raised additional capital
      since our initial public offering in July 1998, we have never generated
      sufficient revenue-producing activities to sustain our operations. Accordingly,
      we must raise significant capital to fund current operations and to repay
      existing debt. Our auditors have included an explanatory paragraph in their
      report for the year ended May 31, 2007, indicating there is substantial doubt
      regarding our ability to continue as a going concern. The accompanying
      consolidated financial statements do not include any adjustments that might
      result from the outcome of any uncertainty.





PRESENTATION
      OF INTERIM INFORMATION:





In
      the
      opinion of the management of Cash Technologies, Inc. (“Cash Tech” or the
      "Company"), the accompanying unaudited condensed consolidated financial
      statements include all normal adjustments considered necessary to present fairly
      the financial position as of February 29, 2008 and the results of operation
      and
      cash flows for the three and nine-month periods ended February 29, 2008 and
      February 28, 2007. Interim results are not necessarily indicative of results
      to
      be expected for any subsequent quarter or for the entire fiscal year.




6




The
      condensed consolidated financial statements and notes are presented as permitted
      by Form 10-QSB. These condensed financial statements have been prepared by
      the
      Company pursuant to the rules and regulations of the Securities and Exchange
      Commission (the "SEC"). Certain information and footnote disclosures, normally
      included in financial statements prepared in accordance with generally accepted
      accounting principles, have been omitted pursuant to such SEC rules and
      regulations. These financial statements should be read in conjunction with
      the
      Company's audited financial statements and the accompanying notes included
      in
      the Company's Form 10-KSB for the year ended May 31, 2007, filed with the SEC.
      The results of operations for the nine-month period ended February 29, 2008,
      are
      not necessarily indicative of the results to be expected for any subsequent
      quarter or for the entire fiscal year.





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. Amortization of the capitalized software commenced
      on
      January 1, 2002. 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 $56,250 and $112,500 for the nine months ended February 29, 2008
      and
      2007, respectively, and $93,750 and $150,000 for the fiscal years ended May
      31,
      2007 and May 31, 2006 respectively.





**Recent
      Accounting Pronouncements**




In
      September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS
      157”). SFAS 157 defines fair value, establishes a framework for measuring fair
      value and expands disclosure of fair value measurements. SFAS 157 applies under
      other accounting pronouncements that require or permit fair value measurements
      and, accordingly, does not require any new fair value measurements. SFAS 157
      is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007. We do not believe that the adoption of SFAS 157 will have
      a
      significant effect on our consolidated financial statements.





In
      February 2007, the Financial Accounting Board (FASB) issued SFAS No. 159, “The
      Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”)
      which permits entities to choose to measure many financial instruments and
      certain other items at fair value that are not currently required to be measured
      at fair value. SFAS 159 is effective for financial statements issued for fiscal
      years beginning after November 15, 2007. We are currently evaluating the impact
      of adopting SFAS 159 may have on our financial condition or results of
      operations.





In
      June
      2007, the Emerging Issues Task Force of the FASB issued EITF Issue no.
      07-3, *Accounting for Nonrefundable Advance Payments for Goods or Services to be Used
      in Future Research and Development Activities* , (“EITF
      07-3”) which is effective for fiscal years beginning after December 15,
      2007.  EITF 07-3 requires that nonrefundable advance payments for
      future research and development activities be deferred and
      capitalized.  Such amounts will be recognized as an expense as the
      goods are delivered or the related services are performed.  The
      Company does not expect the adoption of EITF 07-3 to have an impact on the
      financial results of the Company.




7




In
      December 2007, the FASB issued SFAS No. 141(R), *Business Combinations* (“SFAS
      No. 141(R)”), which requires the Company to record fair value estimates of
      contingent consideration and certain other potential liabilities during the
      original purchase price allocation, expense acquisition costs as incurred and
      does not permit certain restructuring activities previously allowed under
      Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
      purchase accounting.  SFAS 141(R) is effective for financial
      statements issued for fiscal years beginning after December 15, 2008.
  The Company has not determined the effect that the adoption of SFAS
      No. 141(R) will have on its consolidated financial statements, but the impact
      will be limited to any future acquisitions beginning in the Company’s fiscal
      year 2010.




In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling Interests in Consolidated Financial Statements—an amendment of
      ARB No. 51* , (“SFAS
      No. 160”), which causes noncontrolling interests in subsidiaries to be included
      in the equity section of the balance sheet.  SFAS 160 is effective for
      financial statements issued for fiscal years beginning after December 15,
      2008.  The Company has not determined the effect that the adoption of
      SFAS No. 160 will have on its consolidated financial statements.




IMPAIRMENT
      OF BIPS





During
      the nine months ended February 29, 2008, management concluded that due to
      adequate quarterly data no longer being available, that the resulting
      uncertainty requires us to take a 100% reserve on the BIPS investment. Although
      we believe that our investment in BIPS has the potential for returns previously
      indicated, we have concluded that we can no longer support the value of the
      investment under FSP 115-1.





**NOTE
      2. 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, died and we were never able to recover the certificates. In 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.




**NOTE
      3: STOCKHOLDERS EQUITY**




NONE




**NOTE
      4: RELATED PARTY TRANSACTIONS**





As
      of
      February 29, 2008, we were in arrears of $292,282 for the salary unreimbursed
      expenses to Mr. Korman, and owed $204,250 in accrued rent for our offices to
      a
      company in which Mr. Korman has a beneficial interest. In addition, for the
      same
      period we were in arrears of $ 32,538 for the salary to Mr. King.




8




**NOTE
      5: NOTE PAYABLE**





In
      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. which consist
      of
      interest-only payments. The most recent modification requires the entire
      unpaid balance to be paid at maturity on April 1, 2009, and requires the
      payment of certain fees and interest payments by May 1, 2008. We have no current
      plan or   capability to repay G.E. its principal. A default of this
      obligation could result in the delisting and/or bankruptcy of
      the Company. As of February 29, 2008, we owed G.E. Capital $3,676,110,
      which includes the principal, financing fees and unpaid interest.





**NOTE
      6: CONVERTIBLE DEBT**





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 4 notes
      totaling $311,250 as of May 31, 2007, were canceled due to the expiration of
      the
      statute of limitations. The remaining outstanding note is in default of the
      original or restructured terms.





As
      of
      February 29, 2008, we owed $ 178,110 in principal and interest to the remaining
      2 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).





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.





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,




9




·
            common
                stock purchase warrants to purchase 759,000 shares of common stock
                at
                $1.75 per share





In
      November of 2007 we completed a private placement consisting of **** a
      convertible note, common stock and common stock warrants. The total placement
      was for $260,000 and consisted of:




·
            a
                6% interest 3 year convertible note for $260,000 with a conversion
                price
                of $0.85 per share,




**NOTE
      7: STOCK BASED COMPENSATION**





Effective
      June 1, 2006 the Company adopted SFAS 123(R) using the modified prospective
      approach and accordingly prior periods have not been restated to reflect the
      impact of SFAS 123(R). Under SFAS 123(R), stock-based awards granted prior
      to
      its adoption will be expensed over the remaining portion of their vesting
      period. These awards will be expensed under the accelerated amortization method
      using the same fair value measurements which were used in calculating pro forma
      stock-based compensation expense under SFAS 123. For stock-based awards granted
      on or after June 1, 2006, the Company will amortize stock-based compensation
      expense on a straight-line basis over the requisite service period, which is
      five years.





SFAS
      123(R) requires forfeitures to be estimated at the time of grant and revised,
      if
      necessary, in subsequent periods if actual forfeitures differ from initial
      estimates. Stock-based compensation expense has been recorded net of estimated
      forfeitures for such that expense was recorded only for those stock-based awards
      that are expected to vest. Previously under APB 25 to the extent awards were
      forfeited prior to vesting, the corresponding previously recognized expense
      was
      reversed in the period of forfeiture.





SFAS
      123
      requires the Company to provide pro-forma information regarding net loss as
      if
      compensation cost for the stock options granted to the Company’s employees had
      been determined in accordance with the fair value based method prescribed in
      SFAS 123. Options granted to non-employees are recognized in these financial
      statements as compensation expense under SFAS 123 using the Black-Scholes
      option-pricing model.





For
      the
      nine month period ended February 29, 2008, 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, expected volatility of 134.46%, risk
      free interest rate of 3.76% and a 0% dividend yield. No option grants occurred
      during the period.




**NOTE
      8: SEGMENT REPORTING**





We
      operate through two principal business segments: Claim-Remedi Services, Inc.,
      and CashTechCard Systems, Inc.





Information
      on our business segments for the:




10




**Three
                months ended**
            
            **Nine
                months ended****February
                29,**
            
            **February
                29,**Net
                revenues:
            
            **2008**
            
            **2007**
            
            **2008**
            
            **2007**ClaimRemedi/CashTechCard
            
            
            40,468
            
            
            103,858
            
            
            119,403
            
            
            220,332Unallocated
            
            
            -
            
            
            -
            
            
            -
            
            
            -40,468
            
            
            103,858
            
            
            119,403
            
            
            220,332Interest
                expense:ClaimRemedi/CashTechCardUnallocated
            
            
            109,782
            
            
            123,228
            
            
            362,534
            
            
            318,422109,782
            
            
            123,228
            
            
            362,534
            
            
            318,422Depreciation
                & Amortization:ClaimRemedi/CashTechCardUnallocated
            
            
            753
            
            
            47,818
            
            
            1,913
            
            
            330,019753
            
            
            47,818
            
            
            1,913
            
            
            330,019Segment
                Income (loss):ClaimRemedi/CashTechCard
            
            
            (198,711
            )
            
            (357,306
            )
            
            (2,775,850
            )
            
            (981,834
            )Unallocated
            
            
            (542,620
            )
            
            (599,913
            )
            
            (1,633,802
            )
            
            (1,981,829
            )(741,331
            )
            
            (957,219
            )
            
            (4,409,652
            )
            
            (2,963,663
            )




**NOTE
      9: MINORITY INTEREST**





For
      the
      three and nine month periods ended February 29, 2008, we allocated $5,508 and
      $19,030 of losses in CT Holdings to minority interest.





On
      November 5, 2004 TAP Holdings, LLC (dba Tomco Auto Products) acquired
      substantially all of the assets and assumed certain liabilities of TomcoAuto
      Products, Inc. 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 $9.5 million in future payments, to be paid over a maximum
      of 11 years based on a percentage of combined carburetor sales by Champion,
      however, Champion has defaulted on the note as a result of its filing for
      bankruptcy protection on October 10, 2007 (see Note 10 Note
      Receivable).




**NOTE
      10: NOTE RECEIVABLE**





On
      October 31, 2007, the Company's TAP Holdings, LLC (dba Tomco Auto Products)
      subsidiary sold most of its assets to competitor Champion Parts, Inc. TAP
      received $1.3 million in cash and a secured promissory note for $9.5 million
      subject to certain offsets to be paid over a maximum of 11 years, however,
      Champion defaulted on the note when it filed for Chapter 11 bankruptcy
      protection on October 10, 2007 .




Champion's
      bankruptcy and default of the $9.5 million secured note owed by Champion to
      TAP
      Holdings required us to write-off the adjusted $7.9 million remaining note
      balance. Subsequently, Champion’s primary lender, PNC Business Credit, Inc.,
      (“PNC”) foreclosed on certain assets of Champion pursuant an order by the United
      States Bankruptcy Court for the Western District of Arkansas. Our newly formed
      subsidiary, CPI Holdings, LLC (“CPI”) has entered into an agreement with PNC to
      acquire certain assets of Champion for $3.16 million subject to certain
      adjustments. The transaction is scheduled to close on or about April 28, 2008.
      It is CPI’s intention to restore and operate the Champion business. If
      consummated, the transaction would result in an extraordinary gain equal to
      a
      portion, or all, of the value of the defaulted note. There are significant
      challenges remaining in the consummation of the transaction, including the
      completion of debt and equity financing, agreements with other lienholders
      and
      Amex approval. There can be no assurance of success and we have therefore taken
      a 100% reserve against the remaining balance of the Champion note.




11




**NOTE
      11: SUBSEQUENT EVENTS**




As
      a
      result of failing to meet the minimum continued listing standards of the
      AMEX, including the reduction in our stockholders equity below $6,000,000 which
      was caused by various factors including the write-off of the Champion note
      (see
      Note Receivable), we are subject to delisting in accordance with AMEX rules.
      We
      submitted, and Amex approved, our plan to regain compliance with the listing
      standards by March 1, 2008, however an essential element of the plan includes
      the acquisition of the Champion assets (see Note Receivable) which is not
      scheduled to be consummated until April 28, 2008. If the Champion transaction
      is
      not timely completed it is likely that Amex will move to delist our
      stock.




In
      December, 2007 the Company’s CashTechCard Systems, Inc. subsidiary received
      notice that its card issuer, First Premier Bank, would be exiting the prepaid
      debit card industry and its card transaction processing would cease by April
      10,
      2008. CashTechCard began efforts to secure a replacement issuer on acceptable
      terms. However, as a result of the significant costs and requirements of
      replacement issuers and the limited resources available from the Company as
      it
      plans to acquire the Champion assets, on April 18, 2008 the board of
      CashTechCard decided not to continue card issuance and processing activities.




**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS**





**SAFE
      HARBOR STATEMENT**





*In
      addition to historical information, the information included in this Form 10-QSB
      contains forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended (the ''Securities Act''), and Section 21E
      of
      the Securities Exchange Act of 1934, as amended (the ''Exchange Act''), such
      as
      those pertaining to the Company's capital resources, performance and results
      of
      operations. Forward-looking statements involve numerous risks and uncertainties
      and should not be relied upon as predictions of future events. Certain such
      forward-looking statements can be identified by the use of forward-looking
      terminology such as ''believes,'' ''expects,'' ''may,'' ''will,'' ''should,''
      ''seeks,'' ''approximately”, ''intends,'' ''plans,'' ''pro forma,''
      ''estimates,'' or ''anticipates'' or the negative thereof or other variations
      thereof or comparable terminology, or by discussions of strategy, plans or
      intentions. Such forward-looking statements are necessarily dependent on
      assumptions, data or methods that may be incorrect or imprecise and may be
      incapable of being realized. The following factors, among others, could cause
      actual results and future events to differ materially from those set forth
      or
      contemplated in the forward-looking statements: significant and immediate need
      for capital, lack of revenue, market acceptance of the Company's products,
      technological restrictions upon development, limited marketing experience,
      uncertainty of product development, including our EMMA technology, dependence
      upon new technology, need for qualified management personnel and competition.
      The success of the Company also depends upon economic trends generally,
      governmental regulation, legislation, and population changes. Readers are
      cautioned not to place undue reliance on forward-looking statements, which
      reflect management's analysis only. The Company assumes no obligation to update
      forward-looking statements.*




12





**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%, CPI Holdings, LLC, an
      Arkansas, LLC, Claim-Remedi Service, Inc. (formerly Heuristic Technologies,
      Inc.), a Delaware company and TAP Holdings, LLC (formerly dba Tomco Auto
      Products), a California LLC. Our address is 1434 West 11th Street, Los Angeles,
      California 90015. Our telephone number is (213) 745-2000.




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
      and market our products. We anticipate that losses will continue for the near
      future. Our expenses have exceeded net revenues since inception. For the
      three-month periods ended February 29, 2008 and February 28, 2007, we incurred
      net income (losses) of approximately $(574,229) and $(1,081,380). For the
      nine-month periods ended February 29, 2008 and February 28, 2007, we incurred
      net income (losses) of approximately $(11,582,159) and $(2,630,086)
      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. Amortization of the capitalized software commenced
      on
      January 1, 2002. 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 .




Much
      of
      our SG&A costs are fixed in nature, therefore, as the volume of transactions
      and revenues increase, our SG&A does not increase proportionately.





We
      record
      as revenue licensing and software fees as well as coin counting machine sales
      in
      accordance with generally accepted accounting principles.





We
      are
      currently engaged in the principal business within the data processing industry
      of healthcare data processing, including the sale of related software.




13




**RESULTS
      OF OPERATIONS**





**THREE
      MONTHS ENDED FEBRUARY 29, 2008 COMPARED TO THE THREE MONTHS ENDED FEBRUARY
      28,
      2007.**




*Net
      revenues*for the
      three-month period ended February 29, 2008 decreased to $40,468 compared to
      $103,858 for the same 2006 period. The decrease in net revenue is attributable
      primarily to a decrease in data processing by our Claim-Remedi Services, Inc.
      subsidiary. Claim-Remedi’s pharmacy claims processing for the Air Force began to
      decline in July, 2007, ultimately plummeting by 86% due to the National Provider
      Identification (NPI) implementation in May, 2007, for which the Air Force was
      not adequately prepared. This resulted in incorrect and unrecognized NPI numbers
      in insurance claims which cause rejected payments. The Air Force therefore
      reverted to paper-based submission instead of Claim-Remedi’s electronic
      processing as paper-based forms do not require an NPI until May 2008. In
      December 2007, the Air Force hired a company to clean up the NPI numbers for
      all
      offices so they can again submit claims electronically. Claim-Remedi Services
      has been told to expect volumes to resume at the end of April
      2008.




In
      addition, the Centers for Medicare and Medicaid Services (CMS) announced a
      moratorium for all new applications for HIPAA Eligibility Transactions (HETS)
      during a three month moratorium that began in November, 2007. New submitter
      ID
      numbers were not being issued by CMS nationally, creating an industry-wide
      problem and preventing sales of certain Claim-Remedi Services products during
      that time.




*Cost
      of revenues* for
      the
      three-month period ended February 29, 2008 was $30,770 compared to $63,072
      for
      the same 2007 period. The decrease in cost of revenues is directly related
      to
      higher margin healthcare product sales for the quarter.





*Gross
      profit* for
      the
      three months ended February 29, 2008 was $9,698 compared to $40,786 for the
      same
      period a year ago.





Se *lling,
      General and Administrative* expenses
      for the three months ended February 29, 2008, decreased to $527,252 compared
      to
      $813,692 for the same three months ended February 28, 2007. These expenses
      consist primarily of wages (and wage related costs), outside contractor
      expenses, travel/promotional expenses, professional services and
      facilities/office related expenses.





*Research
      and development* expenses
      for the three months ended February 29, 2008 and 2007 , were $18,750.





*Depreciation
      and amortization* expenses
      for the three months ended February 29, 2008, and February 28, 2007, were $753
      and $47,818, respectively. The decrease is due to the Capitalized Software
      asset
      being completely amortized in prior periods.





*Interest
      expense* for
      the
      three months ended February 29, 2008 and February 28, 2007, was $119,791 and
      $123,228.





*Minority
      Interest* for
      the
      three months ended February 29, 2008 and February 28, 2007, is $5,508 and
      $5,483, respectively.





*Impairment
      on CoinBank machine* for
      the
      three months ended February 29, 2008 was $100,000 compared to $0 for February
      28, 2007.





As
      a
      result of the foregoing, net income (losses) for the three months ended February
      29, 2008 and February 28, 2007, are $(753,809) and $(957,219), respectively.




**NINE
      MONTHS ENDED FEBRUARY 29, 2008 COMPARED TO THE NINE MONTHS ENDED FEBRUARY 28,
      2007.**





*Net
      revenues*for the
      nine-month period ended November 30, 2007 decreased to $78,935 compared to
      $116,374 for the same 2006 period. The decrease in net revenue is attributable
      primarily to a decrease in sales of Air Force data processing by our
      Claim-Remedi Services, Inc. subsidiary. Claim-Remedi’s pharmacy claims
      processing for the Air Force began to decline in July, 2007, ultimately
      plummeting by 86% due to the National Provider Identification (NPI)
      implementation in May, 2007, for which the Air Force was not adequately
      prepared. This resulted in incorrect and unrecognized NPI numbers in insurance
      claims which cause rejected payments. The Air Force therefore reverted to
      paper-based submission instead of Claim-Remedi’s electronic processing as
      paper-based forms do not require an NPI until May 2008. In December 2007, the
      Air force hired a company to clean up the NPI numbers for all offices so they
      can again submit claims electronically. Claim-Remedi Services has been told
      to
      expect volumes to resume at the end of April 2008.




In
      addition, the Centers for Medicare and Medicaid Services (CMS) announced a
      moratorium for all new applications for HIPAA Eligibility Transactions (HETS)
      during a three month moratorium that begin in November, 2007. New submitter
      ID
      numbers were not being issued by CMS nationally, creating an industry-wide
      problem and preventing sales of certain Claim-Remedi Services products during
      that time.




*Cost
      of revenues* for
      the
      nine-month period ended February 29, 2008 was $94,013 compared to $99,159 for
      the same 2007 period. The increase in cost of revenues is directly related
      to
      lower margin healthcare products sold in the quarter.





*Gross
      profit* for
      the
      nine months ended February 29, 2008 was $25,390 compared to $121,073 for the
      same period a year ago.





Se *lling,
      General and Administrative* expenses
      for the nine months ended February 29, 2008, decreased to $2,012,955 compared
      to
      $2,376,915 for the same nine months ended February 28, 2007. These expenses
      consist primarily of wages (and wage related costs), outside contractor
      expenses, travel/promotional expenses, professional services and
      facilities/office related expenses.




14




*Gain
      on Sale of HPS Stock* was
      $79,580 for the nine-month period ended February 29, 2008 and $0 for the same
      period in 2007.





*Research
      and development* expenses
      for the nine months ended February 29, 2008, were $56,250 compared to $75,000
      for the nine months ended February 28, 2007.





*Depreciation
      and amortization* expenses
      for the nine months ended February 29, 2008, and February 28, 2007, were $1,913
      and $330,019, respectively. The substantial decrease is due to the Capitalized
      Software asset being completely amortized in prior periods.





*Interest
      expense* for
      the
      nine months ended February 29, 2008 and February 28, 2007, were $408,245 and
      $318,422, respectively, the increase was due to additional interest paid to
      retire a secured note.





*Minority
      Interest* for
      the
      nine months ended February 29, 2008 and February 28, 2007, is $19,030 and
      $18,020, respectively.





*Income
      Taxes* for
      the
      nine months ended February 29, 2008 and February 28, 2007, is $0 and $2,400,
      respectively.





*Impairment
      on CoinBank machines* for
      the
      nine months ended February 29, 2008 was $100,000 compared to $0 for February
      28,
      2007.





*Loss
      from write off of long term note* for
      the
      nine months ended February 29, 2008 was $7,518,118 compared to zero for the
      2007
      period. The Company wrote off a note receivable from Champion Parts, Inc.
      following notification that Champion has filed for Chapter 11 bankruptcy
      protection.





As
      a
      result of the foregoing, net income (losses) for the nine months ended February
      29, 2008 and February 28, 2007, are $(11,682,159) and $(2,963,633),
      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 February 29, 2008,
      we
      had a working capital deficit of $(8,511,620) compared to working capital
      deficit of $(6,662,505) at May 31, 2007. The large change is a direct result
      of
      a write off of the Champion note receivable. At February 29, 2008, we had a
      cash
      balance of approximately $12,392. Our cash position on March 31, 2008 $231,054.
      We are in immediate need of working capital to continue our business and
      operations. To date, we have been funding our operations primarily through
      the
      issuance of equity in private placement transactions with existing stockholders
      or 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
      $(1,837,006) for the nine-months ended February 29, 2008 compared to
      $(1,829,062) for the nine-months ended February 28, 2007.




15




*Net
      cash provided by investing activities* for
      the
      nine-months ended February 29, 2008, was $500,000 as compared to $ 0 for the
      nine-months ended February 28, 2007. The change was a result of the sale of
      a
      portion of our investment in HPS which provided $500,000 in cash.





*Net
      cash provided by (used in) financing activities* for
      the
      nine-months ended February 29, 2008, was $241,749 as compared to $1,770,432
      for
      the nine-months ended February 28, 2007. The decrease was attributable to the
      net result of various fund raising activities.





In
      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. which consist
      of
      interest-only payments. The most recent modification requires the entire
      unpaid balance to be paid at maturity on April 1, 2009, and requires the
      payment of certain fees and interest payments by May 1, 2008. We have no current
      plan or   capability to repay G.E. its principal. A default of this
      obligation could result in the delisting and/or bankruptcy of
      the Company. As of February 29, 2008, we owed G.E. Capital $3,676,110,
      which includes the principal, financing fees and unpaid interest.  A
      default of this obligation or failure to negotiate a renewal could result in
      the
      delisting and/or bankruptcy of the Company.





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 4 notes
      totaling $311,250 as of May 31, 2007, were canceled due to the expiration of
      the
      statute of limitations. The remaining outstanding note is in default of the
      original or restructured terms.





As
      of
      February 29, 2008, we owed $ 178,110 in principal and interest to the remaining
      2 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).





In
      November 2004, TAP Holdings, LLC established a line of credit with BFI Business
      Finance. The maximum amount available under the line of credit is $2,000,000,
      limited to 60% of eligible accounts receivable plus 60% of eligible inventory
      up
      to $1,000,000, less any availability reserves, as defined in the loan agreement.
      Interest is payable monthly at 4.0% per annum above the prime interest rate
      (10%
      at May 31, 2005). The line of credit is collateralized by a security
      interest in TAP's accounts receivable, inventories, property and equipment
      and
      certain other assets as well as a limited personal guaranty from TAP's chairman
      (who is not an employee of Cash Technologies). TAP must also adhere to covenant
      limitations, conditions and restrictions as set forth in the loan and security
      agreement. As of February 29, 2008, there was $205,703 outstanding including
      interest.




16




The
      outstanding balance is expected to be paid from the sale of certain assets
      of
      TAP and refunded insurance deposits.




**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 products which are marketed by our Claim-Remedi
      Services, Inc. subsidiary, 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 ($5,038,392) and $(3,065,247) respectively. Net income for the fiscal year
      ended May 31, 2006, was derived principally from our purchase of the Tomco
      assets. 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. For the nine month period ended February 29,
      2008 we have incurred additional (losses) of $(11,682,159) which include a
      one
      time bad debt expense of $7,938,663 and a one time write off of our investment
      in BIPS.





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





As
      of
      February 29, 2008 we had outstanding current liabilities of $9,883,025, consisting
      of obligations and accruals for loans, dividends and notes payable, trade
      payables, taxes, unpaid salaries and other itemsof which approximately
      $1,820,000 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 ceasing operations and/or 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
      February 29, 2008, Cash Tech had working capital deficit of $(8,511,620) and
      available cash of $12,392. As of March 31, 2008 we had available cash of
      $231,054. 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 February 29, 2008, we also owe $3,676,110 to General
      Electric Capital Corporation. In 2000, we entered into the first of several
      loan
      renewals with G.E., the most recent of which requires
      certain fees and interest to be paid on May 1, 2008 and shallexpire on
      April 1, 2009 at which time all sums owing to GE are due and payable.  A
      default of this obligation or failure to negotiate a renewal could result in
      the
      delisting and/or bankruptcy of the Company.




17





**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 $178,520
      issued in a placement which was completed in January 2000, 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.





As
      of
      February 29, 2008, we were indebted to G.E. in the amount of approximately
      $3,676,110 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
      February 29, 2008 we owed BFI approximately $205,703 including interest. The
      outstanding balance owed to BFI is expected to be paid from the sale of certain
      assets of TAP and refunded insurance deposits.




**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 have ceased**




On
      October 31, 2007, the Company's TAP Holdings, LLC (dba Tomco Auto Products)
      subsidiary sold most of its assets to competitor Champion Parts, Inc. TAP
      received $1.3 million in cash and a secured promissory note for $9.5 million
      subject to certain offsets to be paid over a maximum of 11 years, however,
      Champion defaulted on the note when it filed for Chapter 11 bankruptcy
      protection on October 10, 2007 .





Champion's
      bankruptcy and default of the $9.5 million secured note owed by Champion to
      TAP
      Holdings required us to write-off the adjusted $7.9 million remaining note
      balance. Subsequently, Champion’s primary lender, PNC Business Credit, Inc.,
      (“PNC”) foreclosed on certain assets of Champion pursuant an order by the United
      States Bankruptcy Court for the Western District of Arkansas. Our newly formed
      subsidiary, CPI Holdings, LLC (“CPI”) has entered into an agreement with PNC to
      acquire certain assets of Champion for $3.16 million subject to certain
      adjustments. The transaction is scheduled to close on or about April 28, 2008.
      It is CPI’s intention to restore and operate the Champion business. If
      consummated, the transaction would result in an extraordinary gain equal to
      a
      portion, or all, of the value of the defaulted note. There are significant
      challenges remaining in the consummation of the transaction, including the
      completion of debt and equity financing, agreements with other lienholders
      and
      Amex approval. There can be no assurance of success and we have therefore taken
      a 100% reserve against the remaining balance of the Champion note. Failing
      to
      re-acquire these assets or other assets necessary to meet our American Stock
      Exchange listing requirements would likely cause us to be delisted from the
      Amex
      (see Amex risks below).




18




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





**Competition
      in healthcare software is intense.**





Claim-Remedi’s
      healthcare products compete with products offered by companies that are larger,
      better known and better capitalized than Claim-Remedi. Claim-Remedi has taken
      steps and developed features designed to differentiate its products, however
      these steps may prove inadequate in which event Claim-Remedi might have to
      withdraw one or more of its 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 companies have 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
      is substantially dependent on third parties for data processing and customer
      support.**





Most
      data
      processing and customer support for Claim-Remedi’s products are 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 company's operations.





**Essential
      services related to CashTechCard have ceased.**




In
      December, 2007 the Company’s CashTechCard Systems, Inc. subsidiary received
      notice that its card issuer, First Premier Bank, would be exiting the prepaid
      debit card industry and its card transaction processing would cease by April
      10,
      2008. CashTechCard began efforts to secure a replacement issuer on acceptable
      terms. However, as a result of the significant costs and requirements of
      replacement issuers and the limited resources available from the Company as
      it
      plans to acquire the Champion assets, on April 18, 2008 the board of
      CashTechCard decided not to continue card issuance and processing activities.





**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.




19




**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 $509,890 at
      November 30, 2007 and May 31, 2007. We have taken an impairment charge in the
      quarter ended February 29, 2008 for the carrying value of our CoinBank machines.
      Impairment on coin machines was $100,000. 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
      may not successfully compete with our competitors.**





The
      healthcare industry is a fully developed markets served by large
      companies who are better able to finance, develop and market products than
      is
      the Company. We have attempted to differentiate our products from those of
      our
      competitors but competitive products aimed at our target markets could obviate
      the need for our products or severely limit our market penetration.




**We
      are dependent on third-party manufacturers and on independent contractors,
      whose
      nonperformance could harm our business.**




We
      are
      substantially dependent on the ability of the independent contractors we hire
      to
      provide software engineering and support for our products. Any contractor that
      we utilize or may utilize may not have sufficient capacity to satisfy our needs
      during any period of sustained demand. The loss of services of independent
      contractors could disrupt our business. Furthermore, certain of our products
      access networks which are owned and operated by third parties. The failure
      or
      unavailability of these networks could have a material adverse effect on us.




20




**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.




**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, security
      holders 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 security
      holders instituting derivative litigation against directors and officers and
      may
      discourage or deter security holders 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 security holders.




21




**Risks
      Related to our Common Stock**





**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.





**If
      our common stock is delisted from the American Stock Exchange, we may not be
      able to raise essential investment capital.**




If
      our
      common stock is delisted from the American Stock Exchange, particularly as
      a result of failing to accomplish our plan to regain compliance with the
      Amex listing standards (see below) we may find it difficult or impossible to
      raise additional investment capital, without which we cannot survive.





**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. The
      one
      year sale price for our common stock, as reported by the American Stock Exchange
      has fluctuated from a low of $0.10 to a high of $1.05 per share. The market
      price of our common stock could be impacted by a variety of factors, including:




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





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




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




·
            matters
                related to our financial condition, including our ability to obtain
                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.




22




**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 security
      holders, 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.





**Risks
      Related to our listing on the American Stock Exchange**





We
      are
      not in compliance with the continued listing standards of the American Stock
      Exchange (AMEX) and are subject to delisting.





As
      a
      result failing to meet the minimum continued listing standards of the AMEX,
      including the reduction in our stockholders equity below $6,000,000, which
      was
      caused by various factors including the write-off of the Champion note (see
      Note
      Receivables), we are subject to delisting in accordance with AMEX rules. We
      submitted, and Amex approved, our plan to regain compliance with the listing
      standards by March 1, 2008, however an essential element of the plan includes
      the acquisition of the Champion assets (see Note Receivable) which is not
      sceheduled to be consummated until April 28, 2008. If the Champion transaction
      is not timely completed it is likely that AMEX will move to delist our
      stock.




**ITEM
      3. CONTROLS AND PROCEDURES**





The
      Company maintains disclosure controls and procedures (as defined in Exchange
      Act
      Rule 13a-15(e)) that are designed to assure that information required to be
      disclosed in its Securities Exchange Act of 1934 reports is recorded, processed,
      summarized and reported within the time periods specified in the Securities
      and
      Exchange Commission’s rules and forms, and that such information is accumulated
      and communicated to management, including the Chief Executive Officer and Chief
      Financial Officer, as appropriate, to allow timely decisions regarding required
      disclosures.





In
      designing and evaluating the disclosure controls and procedures, management
      recognizes that any controls and procedures, no matter how well designed and
      operated, can provide reasonable assurance only of achieving the desired control
      objectives, and management necessarily is required to apply its judgment in
      weighting the costs and benefits of possible new or different controls and
      procedures. Limitations are inherent in all control systems, so no evaluation
      of
      controls can provide absolute assurance that all control issues and any fraud
      within the Company have been detected.





As
      required by Exchange Act Rule 13a-15(b), as of the end of the period covered
      by
      this report the Company, under the supervision and with the participation of
      our
      Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
      of the Company’s disclosure controls and procedures. Based on this evaluation,
      our Chief Executive Officer and Chief Financial Officer concluded that the
      Company’s disclosure controls and procedures were effective as of that date.





There
      was
      no change in the Company’s internal control over financial reporting during the
      Company’s most recently completed fiscal quarter that has materially affected,
      or is reasonably likely to materially affect, the Company’s internal control
      over financial reporting.




23




**PART
      II. OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





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
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**




**ITEM
      3. DEFAULT UPON SENIOR SECURITIES**





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 4 notes
      totaling $311,250 as of May 31, 2007, were canceled due to the expiration of
      the
      statute of limitations. The remaining outstanding note is in default of the
      original or restructured terms.





As
      of
      February 29, 2008, we owed $ 178,110 in principal and interest to the remaining
      2 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).




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





During
      this nine-month period ended February 29, 2008, there have not been any matters
      submitted for a vote from the security holders.





**ITEM
      5. OTHER INFORMATION**




**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





(a)
            Exhibits31.1
            Certification
                of Chief Executive Officer31.2
            Certification
                of Chief Financial Officer32.1
            Certification
                Pursuant to Section 906 of the Sarbanes-Oxley Act(b)
            Report
                on Form 8-K filed on March 15, 2007 under Item 7.01.Report
                on Form 8-K filed on June 6, 2007 under Item 1.01 and 3.02.




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**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 on Form 10-QSB for the fiscal
      quarter ended August 31, 2007, to be signed on its behalf by the undersigned,
      thereunto duly authorized the __nd day of January 2008.





CASH
                TECHNOLOGIES, INC.By:
                /S/ Bruce KormanBruce
                KormanPresident
                and Chief Executive Officer





By:
                /S/   Edmund KingEdmund
                KingChief
                Financial Officer




25