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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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(MARK ONE)



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



FOR THREE MONTH PERIOD ENDED AUGUST 31, 2003



OR



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



COMMISSION FILE NUMBER: 001-15783



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CASH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



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|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)



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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 ̈.



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



On October 10, 2003, there were 9,895,155 shares of common stock, $ .01 par value, issued and outstanding.



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##### Table of Contents

CASH TECHNOLOGIES, INC.

FORM 10-QSB



INDEX



|                              |  |                                                                                                                   |  | PAGE NO.
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------- |  | --------
|                              | 
|PART I. FINANCIAL INFORMATION |  |                                                                                                                  
|                              |  |                                                                                                                  
|Item 1.                       |  | Consolidated Financial Statements:                                                                                |  |         
|                              |  |                                                                                                                  
|                              |  | Consolidated Balance Sheets as of August 31, 2003 (unaudited) and May 31, 2003                                    |  | 3       
|                              |  |                                                                                                                  
|                              |  | Consolidated Statements of Operations for the three month periods ended August 31, 2003 and 2002 (unaudited)      |  | 4       
|                              |  |                                                                                                                  
|                              |  | Consolidated Statements of Cash Flows for the three-month periods ended August 31, 2003 and 2002 (unaudited)      |  | 5       
|                              |  |                                                                                                                  
|                              |  | Notes to Consolidated Financial Statements for the three-month periods ended August 31, 2003 and 2002 (unaudited) |  | 6       
|                              |  |                                                                                                                  
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                             |  | 14      
|                              |  |                                                                                                                  
|Item 3.                       |  | Controls and  Procedures                                                                                          |  | 22      
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                  
|                              |  |                                                                                                                  
|Item 1.                       |  | Legal Proceedings                                                                                                 |  | 23      
|                              |  |                                                                                                                  
|Item 2.                       |  | Changes in Securities                                                                                             |  | 24      
|                              |  |                                                                                                                  
|Item 3.                       |  | Default Upon Senior Securities                                                                                    |  | 25      
|                              |  |                                                                                                                  
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                               |  | 26      
|                              |  |                                                                                                                  
|Item 5.                       |  | Other Information                                                                                                 |  | 26      
|                              |  |                                                                                                                  
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                                  |  | 26      
|                              | 
|SIGNATURES                    |  | 27                                                                                                               



2



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##### Table of Contents

PART I

ITEM 1.
FINANCIAL STATEMENTS



CASH TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



|                                               |  | AUGUST 31, 2003 |             |   | MAY 31, 2003 |  
|---------------------------------------------- |  | --------------- | ----------- | - | ------------ | -
|ASSETS                                         |  |                 |             |   |              |  
|CURRENT ASSETS:                                |  |                 |             |   |              |  
|Cash and cash equivalents                      |  | $               | 60,726      |   |              | $
|Accounts receivable                            |  |                 | 34,476      |   |              |  
|Prepaid expenses and other current assets      |  |                 |            |   |              |  
|Other receivable                               |  |                 | 28,035      |   |              |  
|                                               |  |                 |             |   |              |  
|Total Current Assets                           |  |                 | 123,237     |   |              |  
|                                               |  |                
|CoinBank machines held for sale (Note 1(j))    |  |                 | 834,223     |   |              |  
|                                               |  |                
|PROPERTY AND EQUIPMENT (net) (Note 2 )         |  |                 | 27,848      |   |              |  
|                                               |  |                
|CAPITALIZED SOFTWARE COSTS (Note 1(r))         |  |                 | 1,865,894   |   |              |  
|                                               |  |                
|DEFERRED FINANCE FEES (Note 3)                 |  |                 |            |   |              |  
|                                               |  |                
|OTHER ASSETS                                   |  |                 | 69,927      |   |              |  
|                                               |  |                 |             |   |              |  
|TOTAL ASSETS                                   |  | $               | 2,921,129   |   |              | $
|                                               |  |                 |             |   |              |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY       |  |                 |             |   |              |  
|                                               |  |                
|CURRENT LIABILITIES:                           |  |                 |             |   |              |  
|Current maturities of Notes Payable (Note 3)   |  | $               | 4,335,080   |   |              | $
|Due to Officers and Directors (Note 9)         |  |                 | 121,085     |   |              |  
|Convertible debt (Note 4)                      |  |                 | 4,455,275   |   |              |  
|Due to Shareholders (Note 4)                   |  |                 | 70,750      |   |              |  
|Accounts payable                               |  |                 | 947,765     |   |              |  
|Accrued liabilities                            |  |                 | 1,579,737   |   |              |  
|Bank overdraft                                 |  |                 | 197,800     |   |              |  
|Dividend payable                               |  |                 | 1,076,905   |   |              |  
|                                               |  |                 |             |   |              |  
|Total Current Liabilities                      |  |                 | 12,784,397  |   |              |  
|                                               |  |                
|Long-Term Notes Payable (Note 3)               |  |                 |             |   |              |  
|Long-Term Convertible Debt (Note 4)            |  |                 |            |   |              |  
|                                               |  |                 |             |   |              |  
|TOTAL LIABILITIES                              |  |                 | 12,784,397  |   |              |  
|                                               |  |                 |             |   |              |  
|COMMITMENTS & CONTINGENCIES (Note 10)          |  |                 |            |   |              |  
|                                               |  |                
|MINORITY INTEREST                              |  |                 | 11,344      |   |              |  
|                                               |  |                 |             |   |              |  
|                                               |  |                
|STOCKHOLDERS DEFICIENCY: (Note 6)             |  |                 |             |   |              |  
|                                               |  |                
|Cumulative Redeemable Preferred Stock          |  |                 | 1,758,688   |   |              |  
|                                               |  |                
|Common Stock                                   |  |                 | 99,029      |   |              |  
|                                               |  |                
|Additional Paid-In-Capital                     |  |                 | 23,619,551  |   |              |  
|Accumulated Deficit                            |  |                 | (35,351,880 | ) |              |  
|                                               |  |                 |             |   |              |  
|Total stockholders deficiency                 |  |                 | (9,874,612  | ) |              |  
|                                               |  |                 |             |   |              |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY |  | $               | 2,921,129   |   |              | $
|                                               |  |                 |             |   |              |  



See notes to
consolidated financial statements



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##### Table of Contents

CASH TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                      |  | THREE MONTH PERIOD ENDED AUGUST, 31 |           
|--------------------------------------------------------------------- |  | ----------------------------------- | ----------
|                                                                      |  | 2003                                |           
|NET REVENUES                                                          |  | $                                   | 71,525    
|COST OF REVENUES                                                      |  |                                     | 31,691    
|                                                                      |  |                                     |           
|GROSS PROFIT                                                          |  |                                     | 39,834    
|                                                                      |  |                                    
|SELLING, GENERAL, & ADMINISTRATIVE EXPENSE                            |  |                                     | 684,675   
|RESEARCH AND DEVELOPMENT                                              |  |                                     | 30,000    
|DEPRECIATION & AMORTIZATION EXPENSE                                   |  |                                     | 141,145   
|                                                                      |  |                                     |           
|OPERATING LOSS                                                        |  |                                     | (815,986  
|                                                                      |  |                                    
|INTEREST EXPENSE                                                      |  |                                     | 177,053   
|                                                                      |  |                                     |           
|LOSS BEFORE INCOME TAXES                                              |  |                                     | (993,039  
|                                                                      |  |                                     |           
|INCOME TAXES                                                          |  |                                     |          
|                                                                      |  |                                    
|MINORITY INTEREST                                                     |  |                                     | 10,700    
|                                                                      |  |                                     |           
|LOSS - Continuing Operations                                          |  |                                     | (982,339  
|LOSS - Discontinued Operations                                        |  |                                     |          
|                                                                      |  |                                     |           
|NET LOSS                                                              |  | $                                   | (982,339  
|                                                                      |  |                                     |           
|Dividends & deemed dividends                                          |  | $                                   | 275,393   
|                                                                      |  |                                     |           
|Net loss allocable to common shareholders                             |  | $                                   | (1,257,732
|                                                                      |  |                                     |           
|EPS - Basic and diluted net loss per share                            |  | $                                   | (0.16     
|                                                                      |  |                                     |           
|Basic and diluted weighted average shares of common stock outstanding |  |                                     | 7,925,007 
|                                                                      |  |                                     |           



See notes to
consolidated financial statements.



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##### Table of Contents

CASH TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                            |  | FOR THE THREE MONTHS ENDEDAUGUST 31, |         
|--------------------------------------------------------------------------- |  | ------------------------------------ | --------
|                                                                            |  | 2003                                 |         
|OPERATING ACTIVITIES:                                                       |  |                                      |         
|Net loss                                                                    |  | $                                    | (982,339
|Adjustments to reconcile net loss to net cash used by operating activities: |  |                                      |         
|                                                                            |  |                                     
|Minority interest                                                           |  |                                      | (10,700 
|Amortization of capitalized software                                        |  |                                      | 139,942 
|Noncash deemed interest expense                                             |  |                                      |        
|Noncash compensation expense                                                |  |                                      | 187,474 
|Depreciation expense                                                        |  |                                      | 1,203   
|                                                                            |  |                                     
|Changes in operating assets and liabilities:                                |  |                                      |         
|                                                                            |  |                                     
|Account receivable                                                          |  |                                      | (31,992 
|CoinBank machines held for sale                                             |  |                                      | 27,867  
|Prepaid expenses and other current assets                                   |  |                                      | 4,057   
|Other assets                                                                |  |                                      | (740    
|Accounts payable                                                            |  |                                      | (114,405
|Accrued interest                                                            |  |                                      | 56,097  
|Accrued expenses and other current liabilities                              |  |                                      | 86,478  
|                                                                            |  |                                      |         
|Net cash used in operating activities                                       |  |                                      | (637,058
|                                                                            |  |                                      |         
|INVESTING ACTIVITIES:                                                       |  |                                      |         
|                                                                            |  |                                      |        
|                                                                            |  |                                      |         
|Net cash provided by (used in) investing activities                         |  |                                      |        
|                                                                            |  |                                      |         
|FINANCING ACTIVITIES:                                                       |  |                                      |         
|                                                                            |  |                                     
|Proceeds from conversion of warrants                                        |  |                                      | 235,910 
|Proceeds from short-term debt                                               |  |                                      |        
|Repayments on short-term debt                                               |  |                                      |        
|Proceeds from sale of common stock                                          |  |                                      | 460,000 
|                                                                            |  |                                      |         
|Net cash provided by financing activities                                   |  |                                      | 695,910 
|                                                                            |  |                                      |         
|CHANGE IN CASH AND CASH EQUIVALENTS                                         |  |                                      | 58,852  
|                                                                            |  |                                     
|Cash and Cash Equivalents, Beginning of Period                              |  |                                      | 1,874   
|                                                                            |  |                                      |         
|Cash and Cash Equivalents, End of Period                                    |  | $                                    | 60,726  
|                                                                            |  |                                      |         
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                            |  |                                      |         
|                                                                            |  |                                     
|Income taxes                                                                |  | $                                    |        
|                                                                            |  |                                     
|SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS                             |  |                                      |         
|                                                                            |  |                                     
|Issuance of common stock for services performed                             |  | $                                    | 187,474 
|Dividends declared on preferred stock                                       |  | $                                    | 84,029  
|Dividends paid on preferred stock with common stock                         |  | $                                    | 18,000  
|Deemed dividend on warrants issued                                          |  | $                                    | 191,364 
|Conversion of shareholder warrants                                          |  | $                                    | 235,910 



See notes to
consolidated financial statements



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CASH TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



NOTE 1: GENERAL



GOING CONCERN:



The Company has prepared the financial statements included in
this Form 10-QSB assuming that the Company will continue as a going concern. Although the Company has raised additional capital since its public offering in July 1998, it has never generated sufficient revenue-producing activity to sustain its
operations. Accordingly, the Company must realize a satisfactory level of profitability from its current and future operation in order to remain a viable entity. In addition, the Company must raise significant capital to fund current operations and
to repay existing debt. The Companys auditors have included an explanatory paragraph in their report for the year ended May 31, 2003, indicating there is substantial doubt regarding the Companys 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. (the Company), the accompanying unaudited condensed consolidated financial
statements include all normal adjustments considered necessary to present fairly the financial position as of August 31, 2003 and the results of operation and cash flows for the three month period ended August 31, 2003 and 2002. Interim results are
not necessarily indicative of results to be expected for any subsequent quarter or for the entire fiscal year.



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, 2003, filed with the SEC. The results of operations for the three month period ended August 31, 2003, are not necessarily indicative of the results to be expected for any subsequent
quarter or for the entire fiscal year.



In 1996, the Company
began its development of an enhanced version of an automated teller machine which was designated the ATM X. The ATM X was designed to provide a range of services not typically offered by ATM machines, such as electronic bill payment, instant
activated phone cards, event ticketing and others. As development efforts proceeded, the Company discovered the need to create a robust transaction processing system that could link the new ATMs with the worldwide financial networks in order to
provide these new services to ATMs, kiosks and wireless devices.



In December of 1997, the Company filed a patent application describing its transaction processing and networking technologies, which resulted in the issuance of patent, number 6,308,887, by the U.S. Patent and Trademark Office on October
30, 2001. The technology, which was later named EMMA (E commerce Message Management Architecture), allows for the seamless integration of conventional ATM and credit card networks with non bank networks and the Internet. The explosion of Internet e
commerce has created, in managements opinion, a demand for EMMAs unique capabilities to provide advanced financial services on ATMs, POS (point of sale) terminals and wireless devices.



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, the Company 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 $30,000 for the three month period ended August 31, 2003.



Amortization of the capitalized software commenced on January 1, 2002. Amortization had been calculated over a seven (7) year period for the quarter ended
February 28, 2002 resulting in an amortization expense of $65,989. Management changed the amortization period for capitalized software, to five (5) years starting March 1, 2002, primarily to approximate the estimated period over which the business
brought about by the technology will expand into its expected capacity. As of March 1, 2002, net unamortized capitalized software amounted to $2,705,547. The unamortized cost as of March 1, 2002 is being amortized over the remaining revised
estimated life. The change resulted in an amortization expense of $205,931, an increase of $40,959 ($0.01 per share) from the original estimated amortization period, for the year ended May 31, 2002. During the quarter ended August 31, 2003, the
Company amortized an additional $139,942 of capitalized software.



In connection with the development of our EMMA software, during the period ending September 30, 1999 we utilized $278,000 in funds for coding and testing activities necessary to resolve all of the identified high-risk development issues.
These costs were reflected as expenses on our financial statements. Commencing October 1, 1999 through December 31, 2002 the Company incurred approximately $2,771,536 over 27 months of coding, subsequent to the detail program design and
establishment of feasibility, until the product became available in January 2002 for general release to customers. These costs were treated as capitalized software costs in our financial statements through December 31, 2002. We discuss below the
manner in which we developed our EMMA software, which is intended to assist the reader in understanding the difference in our costs in the technological feasibility using detail program design and capitalized software costs during production
(coding) phases.



With respect to the technological feasibility
using the detail program design approach, there were two primary issues, which can be classified as high risk development issues which needed to be resolved as evidence that technological feasibility had been established under paragraph
4(a)(3) of SFAS 86.



First, there was our
multi-transactional messaging architecture. This involved the testing of our proprietary messaging protocol and parallel processing method for predicted performance and behavior. We estimate that we expended approximately $ 160,000 for
this activity. The messaging protocol and processing method are what we believe differentiates us from other attempts to develop similar software. Once these were developed, successfully tested using simulations with existing applications and deemed
workable, the development risk for messaging was overcome and a patent application for the multi-transactional architecture was filed on July 2, 1999. This patent was granted by the U.S. Patent and Trademark Office in October of 2001.



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The second high risk development issue was obtaining independent ATM certification for our
new messaging architecture. In order to process ATM transactions, the software being developed has to be certifiable by one of the major authorized ATM networks (such as Star, MAC, etc.) for interfacing with the global ATM network. We partnered with
a third-party ATM software provider to assist in these efforts, instead of developing the software for this step ourselves. This significantly reduced our costs to obtain certification and complete this high risk development step because we were
able to incorporate and modify the third partys software, which had been previously certified, and re-certify it rather than develop our own in-house ATM software from scratch. A per-transaction license fee will paid by Cash Technologies to
the third party when the system starts generating transactions, thereby further reducing our development costs because we avoided upfront licensing fees. Certification was obtained in August of 1999 and the EMMA software was then deemed feasible.



COSTS BEFORE VS. AFTER FEASIBILITY



There are two primary reasons that the expensed costs prior to feasibility
were far less than the costs subsequent to feasibility, which were capitalized.



First, our proprietary messaging and processing methods were proven earlier than expected.



Second, as stated above, instead of developing our own ATM software we used a third party software product, which saved time and money. This was completed
on August 19, 1999.



Partnering with other software providers
and licensing third-party software allowed us to reduce costs below original estimates during the high-risk technological feasibility phase using the detail program design approach. In contrast to the initial high-risk development
effort, the subsequent coding required more resources and time than expected. As a result, the costs to establish feasibility (approximately $278,000) were substantially lower than the subsequent cost (approximately $2,770,000) incurred to make the
product available for general release to customers. It is also important to observe that this category of transaction software is rare in the marketplace and doesnt follow the typical pattern of development of the vast majority of consumer and
office software, where most development dollars are expended early in technological feasibility phase using a working model.



Our offered products such as ATM-X and POS-X were originally contemplated in the detailed program design established prior to September 1999,. The Company
has given trade names such as ATM-X and POS-X (referring to whether EMMA would be running an ATM or at a retail point of sale) since such time to help market the uses of EMMA.



In addition, management has identified potential uses for EMMA not originally contemplated. These new uses were created
after January 2002 and the costs associated with these new uses, as reflected in our filings, have been treated as general and administrative expenses and not capitalized. Certain of these potential uses have been given trade names such as PrISM
(PrISM uses EMMAs fraud detection to control access to a physical location). Any programming that has been done for such products (primarily for demos, creating use-specific screens and interfacing to third-party products) were included in
General and Administrative expenses and were minimal. In future filings, similar costs will be charged to Research and Development Expense.



Furthermore, as in all of our applications where we expect to use biometrics, the biometrics will be purchased/licensed from a third party.



For the reasons cited, most development costs occurred after the software
program design was completed and feasibility was achieved. These results are not typical, nor comparable to software developers who use either the detail program design approach, which the Company used, or the working model approach, under paragraph
4(b) of SFAS 86, and these factors should be considered when reviewing the Companys financial statements.



NOTE 2. COMMITMENTS AND CONTINGENCIES



Shaws Supermarkets has filed a lawsuit, captioned Shaws Supermarkets, Inc. v. Cash Technologies, Inc., CoinBank Automated Systems Inc.
(United States District Court, District of Massachusetts), against us claiming breach of contract and damages. We operated CoinBank machines in Shaws locations in New England on a free-placement basis since June, 1999 and had been negotiating
a settlement and termination agreement with Shaws to terminate the CoinBank machine placements in light of our decision to exit the free placement business. Shaws is claiming damages in excess of $75,000, for contract termination fees
and reimbursements. We believe that the amount owed is approximately $55,000 and have accrued for the liability. Furthermore, we have potential claims against Shaws for damages to the machines. Although we intend to vigorously defend the suit,
we may not be successful in our defense.



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We are involved in a litigation titled Kane Corte, et al v. Cash Technologies, Inc. et al., (Case
# 128256, 32/nd/ Judicial District Parish of Terrebonne, State of Louisiana). In August 2001, we first became aware that an entity to which we had sold 23 CoinBank machines in October 1999 had filed suit against us in Louisiana court and obtained a
default judgment against us. The Louisiana judgment was issued on August 15, 2000 and rewarded the purchaser $230,000 in damages and ordered that the machines be returned to the Company. In March 2001, the purchaser obtained a sister-state judgment
against us in California based on the judgment of the Louisiana court and a writ of execution was issued.



Upon learning of this matter, we immediately initiated legal actions in Louisiana and California. At a hearing in the Louisiana court, we were granted a
Temporary Restraining Order staying enforcement of the judgment. We contend that the Louisiana court had no jurisdiction over it and that we were never properly served with either the original Louisiana lawsuit, the judgment issued by the Louisiana
court or the California sister- state judgment. We also contend that Kane Cortes allegations are without merit and that his desire to return the machines is a result of his failed business practices. The Company initiated legal action in both
Louisiana and California seeking to set aside both judgments and to cause the matter, including the issue of jurisdiction, to be heard on its merits by the Louisiana court. In May 2003, the Louisiana Court decided in favor of the Company and vacated
its previous judgment against us. The plaintiff, however, immediately refiled its lawsuit. The Company has entered into settlement negotiations and has reached a tentative settlement agreement involving the resale of the Plaintiffs machines.
There can be no assurance that the Company will be successful in completing the settlement arrangement satisfactorily.



On August 1, 2002, Cash Technologies, Inc. filed a lawsuit, captioned Cash Technologies, Inc. v. McNeely and Willmon (Case No. BC 278823, Superior
Court of the State of California), for breach of contract. In September 2002, Cash Technologies, Inc. loaned McNeely and Willmon the amount of $79,999. Pursuant to the promissory notes the funds were due to be returned in December 2002. Despite
repeated collection attempts, both McNeely and Willmon have refused to repay the funds. The Company is seeking an amount in excess of $79,999. On September 25, 2002, McNeely and Willmon filed a cross complaint claiming $500,000 in compensatory
damages. The next scheduled court hearing is in November, 2003. The Company believes that the cross complaint has no merit. The Company is confident that it will prevail in this matter, however there can be no assurance of a successful outcome.



In June, 2002 we were notified that a vendor, Kiosk
Information Systems, Inc. (KIS), had obtained a judgment against the Company for $129,567.34 allegedly owed for services rendered in 1999, plus interest and attorneys fees. Upon learning of the judgment, we notified KIS that we have
never been served with a lawsuit related to this matter and was unaware of the existence of the case. Subsequent settlement negotiations resulted in a tentative settlement agreement with KIS on July 7, 2003. If the settlement agreement is not
completed, it is likely that the Company will initiate legal action to set aside the judgment and take other appropriate measures. In such event the Company will incur substantial legal fees and there is no assurance that we would succeed in setting
aside the judgment or prevailing in any subsequent litigation.



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NOTE 3: STOCKHOLDERS EQUITY



In June 2003, the Company issued dividends on the Series E Redeemable Preferred Stock of $18,000. The preferred shareholders
were awarded 31,032 shares of the Companys Common Stock in lieu of cash.



In June 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the Company sold 1 unit at an aggregate of $50,000 of its securities. The unit comprised of 100,000 shares of Common
Stock.



In June 2003, in a private transaction under Section
4(2) of the Securities Act of 1933, as amended, the Company sold 1 unit at an aggregate of $25,000 of its securities. The unit comprised of (i) 38,462 shares of Common Stock and (ii); 15,000 common stock purchase warrants. The warrants have an
exercise price of $1.00 per share and are exercisable for five years. A deemed dividend expense of $7,339 was recognized in conjunction with this placement.



In June 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the Company sold 1 unit
at an aggregate of $75,000 of its securities to a shareholder. The unit comprised of (i) 150,000 shares of Common Stock and (ii); 37,500 common stock purchase warrants. The warrants have an exercise price of $1.00 per share and are exercisable for
five years. A deemed dividend expense of $46,354 was recognized in conjunction with this placement. .



In July 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the Company sold 26 units at an aggregate of $10,000
of its securities to 7 shareholders. The unit comprised of (i) 15,385 shares of Common Stock and (ii); 5,000 common stock purchase warrants. The Company received gross proceeds of $260,000 in conjunction with this placement. The warrants have an
exercise price of $1.00 per share and are exercisable for five years. A deemed dividend expense of $137,671 was recognized in conjunction with this placement. .



In July 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the Company sold 1 unit at an aggregate of $50,000
of its securities. The unit comprised of 76,924 shares of Common Stock.



In July 2003, the Company issued a total of 224,543 shares of the Companys common stock to its consultants in lieu of cash payments. The 224,543 shares included 82,619 shares paid to developers in lieu of cash payments for services
rendered. The remaining 141,924 were part of various consulting agreements. The total 224,543 share represented a cash value of $183,474.



In July 2003, the Company received $235,910 from warrant holders to exercise 362,940 warrants into 362,940 shares of the Companys common stock.



NOTE 4: RELATED PARTY TRANSACTIONS



In April 2001, the Company had obtained a short-term loan of $75,000 from
Mr. Robert Fagenson who serves on the Companys Board of Directors. The total amount of this loan is still outstanding. The loan bears an interest rate 10% per annum and is payable upon demand. As of the quarter ended August 31, 2003 the
Company has accrued $18,125 in interest with regards to this loan. The Company has issued warrants to purchase 10,000 shares of the Companys common stock at an exercise price of $2.00 per share and an exercise period of three years. A
compensation expense of $7,284 has been recorded in conjunction with the warrants.



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As of August 31, 2003, the Company has outstanding short-term loans of an aggregate principal amount of
$46,085 from Bruce Korman (and related parties) who is an affiliate, Chief Executive Officer and Chairman of the Board of Directors of the Company. The loans are short-term non-interest bearing loans and are payable upon demand. Furthermore, as of
August 31, 2003, the Company had $169,270 in arrears in salary to Mr. Korman.



As of August 31, 2003, the Company had $57,419 in arrears in salary to Mr. Darryl Bergman. Mr. Bergman serves as the Chief Technology Officer of the Company.



NOTE 5: SHORT-TERM DEBT



In 1997, we entered into a credit agreement with G.E. Capital Corporation (G.E.) pursuant to which we borrowed
$5,500,000 for the purchase of CoinBank component equipment, working capital and general corporate purposes. On September 29, 2000 the Company entered into an agreement with GE to defer principal payments on the debt for twelve (12) months and to
defer interest payments for six (6) months. As consideration for the extension, the Company and GE have agreed to increase the principal portion of the loan by $500,000 and the Company recorded deferred financing fees, which were amortized over an
eighteen (18) month period. The Company and G.E. Capital had negotiated another waiver agreement as of September 13, 2001 pursuant to which G.E. Capital agreed to a six (6) month deferral of interest payments and a twelve (12) month deferral of
principal payments provided (i) we granted G.E. Capital a lien on all of its assets (ii) we paid G.E. Capital 60% of all proceeds from the sale of its CoinBank machines (iii) we obtained subordination agreements from all of our noteholders prior to
December 30, 2001 whereby the noteholders subordinate their lien to that of G.E. Capital (iv) the sum of $250,000 is added to the outstanding principal amount of the loan, which is being amortized over a twelve (12) month period. On September 27,
2002 the Company entered into an agreement with GE to pay the total debt outstanding in twelve (12) monthly payments beginning October 15, 2002 of which the first eleven (11) consisting of interest only and the payment twelve (12) consisting of all
outstanding principal, interest and fees. The Company agreed to (i) pay 9.5% per annum for the first six (6) payments (ii) pay 11.5% per annum for the last six (6) payments (iii) a minimum of 18% if the Company was to become in default (iv) 5% late
fee if a payment is received ten (10) days after the payment date and (v) 90% of all gross proceeds received from the sale of presently owned CoinBank machines. Since 2000, the Company has entered into the first of several loan modifications with
G.E. which have been paid as agreed and the current modification shall expire in March, 2004. As of August 31, 2003, we owed $3,822,294, which includes the principal, financing fees and unpaid interest.



On October 9, 2003, the Company entered into an agreement with GE Capital to
pay the outstanding debt over a period of twelve months beginning on November 1, 2003. The first eleven payment will consist of interest only at a rate of 9.5% annum and the twelfth payment consisting of all unpaid principal, interest and any other
fees outstanding.



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.



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Since July 31, 2001, some of the notes have been in default, and some have been restructured. Under the
restructuring, the notes were extended for two (2) years to July 2003, the noteholders agreed to surrender all old warrants priced at $13.50 per share to receive 2 replacement warrants for every old warrant surrendered. The new warrants were vested
immediately, have a life of 5 years and were exercisable at $1.35 through December 31, 2001, $2.20 through January 15, 2002 and $4.50 thereafter. In August, 2003, the Company proposed the conversion to equity of the $3.3 million in secured
convertible debt to the noteholders, expected to be consummated in November, 2003. As of August 25, 2003, noteholders representing approximately 27% of the total value of notes have advised that they agree to convert to equity on the proposed terms,
subject to definitive documentation. Noteholders representing an additional 48% of the total value of notes have given non-binding written indications of their intent to convert on the terms proposed upon receipt of formal documentation. As of
August 31, 2003, we owed $4,455,275 in principal and interest.



NOTE 6:
LONG-TERM DEBT



NONE



NOTE 7: SEGMENT REPORTING



The Company operates through 2 business segments: CoinBank machines and E-Commerce Message
Management Architecture (EMMA). The Company discontinued its cash processing in the fourth quarter of fiscal year ended May 31, 2003. The Company had a firm fixed price contract with the Los Angeles County Metropolitan Transportation Authority to
count currency, which purchased in bulk at a discount from face value and processed and deposited at face value in the Companys account. The Company also sells self-service coin counting machines through existing equipment distribution
channels. Furthermore, the Company has developed an E-Commerce Message Management Architecture transaction processing system, which has not yet been deployed and the software development costs are being capitalized.



Information on the Companys business segments for the quarters ended August 31,



|                         |  | 2003      |   |  | 2002       |  
|------------------------ |  | --------- | - |  | ---------- | -
|Net Revenues and Sales:  |  |           |   |  |            |  
|Coinbank machines        |  | 46,525    |   |  | 138,500    |  
|EMMA                     |  | 25,000    |   |  | 21,247     |  
|                         |  |           |   |  |            |  
|                         |  | 71,525    |   |  | 159,747    |  
|                         |  |           |   |  |            |  
|Interest expense         |  |           |   |  |            |  
|Coinbank machines        |  | 2,336     |   |  | 2,336      |  
|EMMA                     |  |          |   |  |           |  
|Unallocated              |  | 174,717   |   |  | 226,797    |  
|                         |  |           |   |  |            |  
|                         |  | 177,053   |   |  | 229,133    |  
|                         |  |           |   |  |            |  
|Depreciation             |  |           |   |  |            |  
|Coinbank machines        |  |          |   |  | 961        |  
|                         |  |          
|EMMA                     |  | 139,942   |   |  | 139,942    |  
|Unallocated              |  | 1,203     |   |  | 6,659      |  
|                         |  |           |   |  |            |  
|                         |  | 141,145   |   |  | 147,562    |  
|                         |  |           |   |  |            |  
|Segment profit (loss)    |  |           |   |  |            |  
|Coinbank machines        |  | (53,563   | ) |  | (192,594   | )
|                         |  |          
|EMMA                     |  |          |   |  |           |  
|Unallocated              |  | (928,776  | ) |  | (894,822   | )
|                         |  |           |   |  |            |  
|                         |  | (982,339  | ) |  | (1,087,416 | )
|                         |  |           |   |  |            |  
|Net identifiable assets: |  |           |   |  |            |  
|Coinbank machines        |  | 984,160   |   |  | 961,506    |  
|                         |  |          
|EMMA                     |  | 1,865,894 |   |  | 2,425,662  |  
|Unallocated              |  | 71,075    |   |  | 272,569    |  
|                         |  |           |   |  |            |  
|                         |  | 2,921,129 |   |  | 3,659,737  |  
|                         |  |           |   |  |            |  



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NOTE 8: DISCONTINUED OPERATIONS



Cash Technologies, Inc. operated a cash processing facility in Los Angeles, California, where it counted currency purchased in bulk at a
small discount from face value. We then sorted, wrapped and resold the currency to various retail customers at face value plus a small fee or deposited it at face value at the Federal Reserve Bank for credit to our account. The Companys
contract with the Los Angeles County Metropolitan Transit Authority (LACMTA) to count currency expired on June 30, 2002, which will and has resulted in a significant reduction in the Companys gross revenue in the future. As of August 31, 2003,
the Company does not have any cash processing customers and, due to our focus on our other businesses, we chose not to pursue other cash processing customers. Cash processing was considered as discontinued operations in the fourth quarter of fiscal
year ended May 31, 2003.



|                                           |  | QUARTER ENDEDAUGUST 31, |  
|------------------------------------------ |  | ----------------------- | -
|                                           |  | 2003                    |  
|NET REVENUES                               |  | $                       | 
|COST OF REVENUES                           |  |                         | 
|                                           |  |                         |  
|GROSS PROFIT (LOSS)                        |  |                         | 
|                                           |  |                         |  
|SELLING, GENERAL, & ADMINISTRATIVE EXPENSE |  |                         | 
|DEPRECIATION & AMORTIZATION EXPENSE        |  |                         | 
|                                           |  |                         |  
|OPERATING LOSS                             |  |                         | 
|INTEREST EXPENSE                           |  |                         | 
|                                           |  |                         |  
|LOSS BEFORE INCOME TAXES                   |  |                         | 
|INCOME TAXES                               |  |                         | 
|                                           |  |                         |  
|NET LOSS - DISCONTINUED OPERATIONS         |  |                         | 
|                                           |  |                         |  



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NOTE 9: MINORITY INTEREST



As of August 31, 2003, the Company has received $443,000 in net proceeds from shareholders for an equity share in the
Companys subsidiary of CT Holdings, LLC. The shareholders own 13.65% while the Company owns 86.35%. The proceeds from this have been used to further develop the BONUS product for CT Holdings, LLC as well as for working capital for CT Holdings,
LLC and Cash Technologies, Inc. During the quarter ended August 31, 2003, the Company has allocated $10,700 of losses in CT Holdings, LLC to minority interest.



NOTE 10: SUBSEQUENT EVENTS



On October 9, 2003, the Company entered into an agreement with GE Capital to pay the outstanding debt over a period of twelve months beginning on November
1, 2003. The first eleven payment will consist of interest only at a rate of 9.5% annum and the twelfth payment consisting of all unpaid principal, interest and any other fees outstanding.



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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.



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 subsidiaries, National Cash Processors, Inc., a Delaware corporation, incorporated in May, 1994, which became a
subsidiary in January, 1996; CoinBank Automated Systems, Inc., a Delaware corporation, incorporated in November, 1995; and CoinBank Automation Handels GmbH, Salzburg, Austria incorporated in February, 1998. In December, 2001, we created a new
subsidiary, Cintelia Systems Inc., a Delaware corporation and in June, 2002 we created another subsidiary CT Holdings, LLC., also a Delaware corporation of which we currently own 86.65%. Unless the context otherwise requires, references herein to
we or us refers to Cash Technologies, Inc., and its wholly-owned and majority owned subsidiaries, National Cash Processors, Inc., CoinBank Automated Systems, Inc., Cintelia Systems, Inc. and CoinBank Automation Handels GmbH,
Salzburg, Austria. Our address is 1434 West 11thStreet, Los Angeles, California 90015. Our telephone number is
(213) 745-2000.



Since April 3, 2000, our common stock has been
listed on the American Stock Exchange under the symbol TQ. On October 10, 2003 the closing price of the common stock was $1.00. From the date of our initial public offering on July 8, 1998 through March 31, 2000, our common
stock was listed for trading on the Nasdaq SmallCap Market under the symbol CHNG.



Our business model has evolved over the last three years from a business based upon currency processing in our Los Angeles facilities and retail coin processing through our CoinBank machines, to a business based upon
our proprietary transaction processing technology called E-commerce Message Management Architecture, or EMMA. Although we intend to continue operations in our sale of CoinBank machines line of business, much of our operations in the last three years
have been refocused upon development of EMMA and marketing of this new transaction processing technology. We anticipate most of our future growth will be based upon EMMA, although there can be no assurance that we will be able to generate revenue
from this business line and we have not generated any material EMMA related revenue to date.



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##### Table of Contents

EMMA is designed to interface with our various e-commerce partners and to seamlessly connect with
financial networks, particularly the four main channels through which trillions of dollars in commerce are transacted each year:



(1) the ATM network;

(2) the credit card
network;

(3) the Automated Clearing House (ACH) network; and

(4) cash.



The EMMA transaction
processing system allows individuals with no ATM card or credit card to access these four channels and obtain a variety of financial services. For consumers, EMMA will result in access to these services and products through ATM machines and Point of
Sale terminals located at retail outlets, including supermarkets, general merchandisers and convenience stores and others. Utilization of EMMA will allow retail establishments such as grocery supermarkets, banks, brokerage firm offices, check
cashing establishments and other commercial outlets to provide consumers with greater financial services which may result in increased revenues to such establishments. For every transaction processed through EMMA, we intend to receive a transaction
fee.



To date, we have not generated any material revenue from
our EMMA technology. There can be no assurance that we will be successful in generating material revenue.



Over the past three fiscal years and since, numerous business milestones were achieved by the Company, including the following:



| |  | We were issued a U.S. patent for essential elements of our EMMA technology
| | - | --------------------------------------------------------------------------

| |  | We were issued a U.S. patent for critical components of our CoinBank coin counting machine
| | - | ------------------------------------------------------------------------------------------

| |  | The EMMA software was deemed ready for market.
| | - | ----------------------------------------------

| |  | The BONUS bank check cashing application was created
| | - | -----------------------------------------------------

| |  | Our CT Holdings subsidiary was formed to market BONUS
| | - | -----------------------------------------------------

| |  | A supply agreement was signed with Diebold, Inc. to permit Diebold to distribute our CoinBank machines to its customers. Approximately 33 CoinBank machines have been shipped under
the Diebold agreement since August 2002.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Companys first transaction revenue-generating contract was signed with Popular Cash Express, a Banco Popular division, for our MFS mobile check cashing product.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company began the Popular Cash Express (PCE) pilot in December, 2002. The pilot was successfully concluded and an agreement was signed in June, 2003 to roll out the system to
their mobile locations. The rollout began in August, 2003 and is underway.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company signed an agreement for the distribution of CoinBank machines in Europe through NCR Corporation in June 2002, via their equipment supplier. The product launch, including
the creation of sales literature, customer presentations, technician training, etc. is underway.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In August, 2003, the Company proposed the conversion to equity of its $3.3 million in secured convertible debt to the noteholders, expected to be consummated in November, 2003. As
of August 25, 2003, noteholders representing approximately 27% of the total value of notes have advised that they agree to convert to equity on the proposed terms, subject to definitive documentation. Noteholders representing an additional 48% of
the total value of notes have given non-binding written indications of their intent to convert on the terms proposed upon receipt of formal documentation
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

E-Commerce Message Management Architecture (EMMA) Transaction Processing System



In 1996, the Company began its development of an enhanced version of an
automated teller machine which was designated the ATM-X. The ATM-X was designed to provide a range of services not typically offered by ATM machines, such as electronic bill payment, instant activated phone cards, event ticketing and others. As development efforts
proceeded, the Company discovered the need to create a robust transaction processing system that could link the new ATMs with the worldwide financial networks in order to provide these new services to ATMs, kiosks and wireless devices.



In December of 1997, the Company filed a patent application describing its
transaction processing and networking technologies, which resulted in the issuance of patent, number 6,308,887, by the U.S. Patent and Trademark Office on October 30, 2001. The technology, which was later named EMMA (E-commerce Message Management
Architecture), allows for the seamless integration of conventional ATM and credit card networks with non-bank networks and the Internet. The explosion of Internet e-commerce has created, in managements opinion, a demand for EMMAs unique
capabilities to provide advanced financial services on ATMs, POS (point of sale) terminals and wireless devices.



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, the Company 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
$30,000 for the three month period ended August 31, 2003.



Amortization of the capitalized software commenced on January 1, 2002. Amortization had been calculated over a seven (7) year period for the quarter ended February 28, 2002 resulting in an amortization expense of $65,989. Management changed
the amortization period for capitalized software, to five (5) years starting March 1, 2002, primarily to approximate the estimated period over which the business brought about by the technology will expand into its expected capacity. As of March 1,
2002, net unamortized capitalized software amounted to $2,705,547. The unamortized cost as of March 1, 2002 is being amortized over the remaining revised estimated life. The change resulted in an amortization expense of $205,931, an increase of
$40,959 ($0.01 per share) from the original estimated amortization period, for the year ended May 31, 2002. During the quarter ended August 31, 2003, the Company amortized an additional $139,942 of capitalized software.



Commercial Cash Processing



Cash Technologies, Inc. operated a cash processing facility in Los Angeles,
California, where it counted currency purchased in bulk at a small discount from face value. We then sorted, wrapped and resold the currency to various retail customers at face value plus a small fee or deposited it at face value at the Federal
Reserve Bank for credit to our account. The Companys contract with the Los Angeles County Metropolitan Transit Authority (LACMTA) to count currency expired on June 30, 2002, which will and has resulted in a significant reduction in the
Companys gross revenue in the future. As of August 31, 2003, the Company does not have any cash processing customers and, due to our focus on our other businesses, we chose not to pursue other cash processing customers. Cash processing was
considered as discontinued operations in the fourth quarter of fiscal year ended May 31, 2003.



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##### Table of Contents

CoinBank Machines Business



In 1995, the Company began its development of CoinBank® self-service coin counting machines, distributed through its CoinBank Automated Systems, Inc. subsidiary. The machines
accept and count loose coin, then generate a receipt redeemable for the amount counted less a service fee of typically 7-9%. This receipt can then be exchanged for currency or goods. The machines provide individuals and small businesses with a
convenient method for the disposing of their accumulated loose coin without the need for pre-sorting or wrapping. The Company has performed extensive field tests with these machines in the U.S. and Europe. The machines can be readily configured to
count coin denominations from most countries in the world. An important feature of the machines, for which the Company has received a U.S. patent, number 6,318,536, is their ability to reject extraneous materials such as foreign objects and slugs,
minimizing down time and repairs.



The Company is marketing the
machines to other equipment manufacturer OEM customers (manufacturers of cash handling equipment), companies with existing equipment distribution and service channels and directly to retailers and financial institutions.



During the fiscal year ended May 31, 2001, the Companys market analysis
for self-service coin counting machines indicated that retailers were demanding higher profit margins from the operation of these devices than that was being offered through the free-placement business model. The Company concluded that
its free-placement program should be supplanted by direct sales of these machines to retail store chains and removed substantially all of its free-placement machines from operation, including the termination of its agreement with Shaws
Supermarkets. See Legal Proceedings. Though the Company intends to complete certain potential direct sales of its coin machines, it intends to focus substantially all of its efforts and operations on the continued development and
deployment of the EMMA technology.



The Company has entered
into an OEM arrangement to supply Diebold, Inc. with CoinBank machines for Diebold, Inc. to sell through its sales force. The first 33 machines under this relationship have been shipped since August 2002 for aggregate proceeds of $236,104. The
Company also sold 9 other machines during the same period to other customers for additional gross proceeds of $56,750.



On June 30, 2003, CoinBank Automations Handels Ges.m.b.H. (CoinBank Europe), an Austrian corporation and wholly owned subsidiary of Cash
Technologies, Inc., signed an agreement with Cash Solutions Geldverarbeitungssysteme GmbH i.G. (Cash Solutions), an Austrian corporation, for Cash Solutions to exclusively distribute our CoinBank®self-service coin counting machines in Europe. Cash Solutions will supply the machines to NCR Corporation and others. NCR is
one of the worlds largest banking equipment providers and will in turn market the machines to its bank customers in Europe directly and indirectly through its distributors.



The agreement requires that Cash Solutions purchase certain minimum quantities each year to maintain its exclusivity and
allows for the parties to share in manufacturing cost reductions realized as production quantities increase from sales. The machines, engineered in the U.S. and Austria by Cash Tech and CoinBank Europe, are manufactured under contract to CoinBank
Europe by a prestigious European equipment maker that operates more than 500,000 square feet of ISO 2002 manufacturing facilities in Austria.



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##### Table of Contents

RESULTS OF OPERATIONS



THREE MONTHS ENDED AUGUST 31, 2003, COMPARED TO THREE MONTHS ENDED AUGUST 31, 2002.



Net revenues for the three-month period ended August 31, 2003 decreased to $71,525 compared to $159,747 for the 2002
period. The decrease in net revenue was primarily attributable to the decrease in the amount of cash processed during the period. The Companys contract with the Los Angeles County Metropolitan Transit Authority (LACMTA) to count currency
expired on June 30, 2002, which has resulted in a reduction in the Companys net revenue. The revenues for the current period were derived from sale of CoinBank machines as well as revenue from EMMA related to the Companys PCE project.



Cost of revenues for the three-month period ended
August 31, 2003, was $31,691 compared to $103,329 for the quarter ended August 31, 2002. The decrease in direct costs was primarily the result of a decrease in the amount of cash processed during the period.



Gross profitfor the three months ended August 31, 2003 was $39,834
compared to $56,418 for the three months ended August 31, 2002. The decrease in gross profit was primarily related to the decrease in the amount of cash processed during the period.



Selling, General and Administrative expenses for the three months ended August 31, 2003, decreased to $684,375
compared to $694,793 for the three months ended August 31, 2002. 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 developmentexpenses for the
three months ended August 31, 2003 were $30,000, compared to $72,756 for the three months ended August 31, 2003. The decrease was due to the near completion of the EMMA related applications and reallocation of resources from research and development
to the maintenance phase.



Depreciation and amortization
expenses for the three months ended August 31, 2003, and 2002, were $141,145 and $147,562, respectively. The decrease was the result of a decrease in depreciable assets.



Interest expense for the three months ended August 31, 2003 and 2002, was $177,053 and $229,133 respectively. The
decrease is directly related to reduction in interest expense recognized in relation to GE Capital loan deferments.



As a result of the foregoing, net losses for the three months ended August 31, 2003 and 2002, were $982,339 and $1,087,416, respectively.



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##### Table of Contents

LIQUIDITY AND CAPITAL RESOURCES



The Companys capital requirements have been and will continue to be significant and its cash requirements have been
exceeding its cash flow from operations. At August 31, 2003, the Company had a working capital deficit of $12,661,160 compared to a working capital deficit of $11,781,233 for the same quarter in 2002. At October 10, 2003, the Company had a cash
balance of approximately $110,000. The Companys current monthly operating costs without any interest or principal payments on debt, amortization of warrants and depreciation expense; is approximately $150,000 per month.



Since inception, the Company has satisfied its 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 stockholders of the Company. Furthermore, the Companys contract with the Los Angeles County
Metropolitan Transit Authority (LACMTA) to count currency expired on June 30, 2002, which has resulted in a significant reduction in the Companys gross revenue. As of August 31, 2003 the Company does not have any cash processing customers. The
Company chose to discontinue those operations in the fourth quarter of fiscal year 2003.



The Companys independent certified public accountant included an explanatory paragraph in its report for the year ended May 31, 2003, which indicated a substantial doubt as to the ability of the Company to
continue as a going concern. This concern is primarily due to substantial debt service requirements and working capital needs.



Net cash used by operating activities was $637,058 for the three months ended August 31, 2003 compared to $397,674 for the three months ended August 31,
2002. The increase of net cash used by operating activities, during the 2003 period was primarily due to a decrease in non-cash deemed interest expense of $62,500, accrued interest of $105,278, accounts payable of $132,712, and accrued expenses of
$84,320, offset by the increase in accounts receivable of $69,338 and non-cash compensation expense of $24,876.



Net cash used in investing activities was $0 for the three months ended August 31, 2003, as well as for the three months ended August 31, 2002.



Net cash provided by financing activities for the three months
ended August 31, 2003, was $695,910 as compared to net cash used by financing activities of $21,636 for the three months ended August 31, 2002. The increase in net cash provided by financing activities for the 2003 period was primarily attributable
to increases in proceeds from the issuance of common stock of $460,000 and proceeds from conversion of warrants $235,910 offset by decreases in repayments of short-term debt of $150,000.



In 1997, we entered into a credit agreement with G.E. Capital Corporation (G.E.) pursuant to which we borrowed
$5,500,000 for the purchase of CoinBank component equipment, working capital and general corporate purposes. On September 29, 2000 the Company entered into an agreement with GE to defer principal payments on the debt for twelve (12) months and to
defer interest payments for six (6) months. As consideration for the extension, the Company and GE have agreed to increase the principal portion of the loan by $500,000 and the Company recorded deferred financing fees, which were amortized over an
eighteen (18) month period. The Company and G.E. Capital had negotiated another waiver agreement as of September 13, 2001 pursuant to which G.E. Capital agreed to a six (6) month deferral of interest payments and a twelve (12) month deferral of
principal payments provided (i) we granted G.E. Capital a lien on all of its assets (ii) we paid G.E. Capital 60% of all proceeds from the sale of its CoinBank machines (iii) we obtained subordination agreements from all of our noteholders prior to
December 30, 2001 whereby the noteholders subordinate their lien to that of G.E. Capital (iv) the sum of



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$250,000 is added to the outstanding principal amount of the loan, which is being amortized over a twelve (12) month period. On September 27, 2002 the
Company entered into an agreement with GE to pay the total debt outstanding in twelve (12) monthly payments beginning October 15, 2002 of which the first eleven (11) consisting of interest only and the payment twelve (12) consisting of all
outstanding principal, interest and fees. The Company agreed to (i) pay 9.5% per annum for the first six (6) payments (ii) pay 11.5% per annum for the last six (6) payments (iii) a minimum of 18% if the Company was to become in default (iv) 5% late
fee if a payment is received ten (10) days after the payment date and (v) 90% of all gross proceeds received from the sale of presently owned CoinBank machines. Since 2000, the Company has entered into the first of several loan modifications with
G.E. which have been paid as agreed and the current modification shall expire in March, 2004. As of August 31, 2003, we owed $3,822,294, which includes the principal, financing fees and unpaid interest.



On October 9, 2003, the Company entered into an agreement with GE Capital to
pay the outstanding debt over a period of twelve months beginning on November 1, 2003. The first eleven payment will consist of interest only at a rate of 9.5% annum and the twelfth payment consisting of all unpaid principal, interest and any other
fees outstanding.



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, some of the notes have been in default, and some have been restructured. Under the restructuring, the notes were extended for two (2) years to July 2003, the noteholders agreed to surrender all old warrants priced at
$13.50 per share to receive 2 replacement warrants for every old warrant surrendered. The new warrants were vested immediately, have a life of 5 years and were exercisable at $1.35 thru December 31, 2001, $2.20 through January 15, 2002 and $4.50
thereafter. In August, 2003, the Company proposed the conversion to equity of the $3.3 million in secured convertible debt to the noteholders, expected to be consummated in November, 2003. The proposed terms include reducing the conversion price of
the notes to $2.50 per share. As of August 25, 2003, noteholders representing approximately 27% of the total value of notes have advised that they agree to convert to equity on the proposed terms, subject to definitive documentation. Noteholders
representing an additional 48% of the total value of notes have given non-binding written indications of their intent to convert on the terms proposed upon receipt of formal documentation. As of August 31, 2003, we owed $4,455,275 in principal and
interest.



In June 2003, the Company issued dividends on the
Series E Redeemable Preferred Stock of $18,000. The preferred shareholders were awarded 31,032 shares of the Companys Common Stock in lieu of cash.



In June 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the Company sold 1 unit at an aggregate of $50,000 of
its securities. The unit comprised of 100,000 shares of Common Stock.



In June 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the Company sold 1 unit at an aggregate of $25,000 of its securities. The unit comprised of (i) 38,462 shares of Common Stock and (ii);
15,000 common stock purchase warrants. The warrants have an exercise price of $1.00 per share and are exercisable for five years. A deemed dividend expense of $7,339 was recognized in conjunction with this placement.



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In June 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the
Company sold 1 unit at an aggregate of $75,000 of its securities to a shareholder. The unit comprised of (i) 150,000 shares of Common Stock and (ii); 37,500 common stock purchase warrants. The warrants have an exercise price of $1.00 per share and
are exercisable for five years. A deemed dividend expense of $46,354 was recognized in conjunction with this placement. .



In July 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the Company sold 26 units at an aggregate of $10,000
of its securities to 7 shareholders. The unit comprised of (i) 15,385 shares of Common Stock and (ii); 5,000 common stock purchase warrants. The Company received gross proceeds of $260,000 in conjunction with this placement. The warrants have an
exercise price of $1.00 per share and are exercisable for five years. A deemed dividend expense of $137,671 was recognized in conjunction with this placement. .



In July 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the Company sold 1 unit at an aggregate of $50,000
of its securities. The unit comprised of 76,924 shares of Common Stock.



In July 2003, the Company issued a total of 224,543 shares of the Companys common stock to its consultants in lieu of cash payments. The 224,543 shares included 82,619 shares paid to developers in lieu of cash payments for services
rendered. The remaining 141,924 were part of various consulting agreements. The total 224,543 share represented a cash value of $183,474.



In April 2001, the Company had obtained a short-term loan of $75,000 from Mr. Robert Fagenson who serves on the Companys Board of Directors. The
total amount of this loan is still outstanding. The loan bears an interest rate 10% per annum and is payable upon demand. As of the quarter ended August 31, 2003 the Company has accrued $18,125 in interest with regards to this loan. The Company has
issued warrants to purchase 10,000 shares of the Companys common stock at an exercise price of $2.00 per share and an exercise period of three years. A compensation expense of $7,284 has been recorded in conjunction with the warrants.



As of August 31, 2003, the Company has outstanding short-term
loans of an aggregate principal amount of $46,085 from Bruce Korman (and related parties) who is an affiliate, Chief Executive Officer and Chairman of the Board of Directors of the Company. The loans are short-term non-interest bearing loans and are
payable upon demand. Furthermore, as of August 31, 2003, the Company had $169,270 in arrears in salary to Mr. Korman.



As of August 31, 2003, the Company had $57,419 in arrears in salary to Mr. Darryl Bergman. Mr. Bergman serves as the Chief Technology Officer of the
Company.



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ITEM 3 CONTROLS AND PROCEDURES



Evaluation of
Disclosure Controls and Procedures:



Our management, under the
supervision and with the participation of our chief executive officer and chief financial officer, conducted an evaluation of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c))
within 45 days of the filing date of this Quarterly Report on Form 10-QSB. Based on their evaluation, our chief executive officer and chief financial officer have concluded that as of the Evaluation Date, our disclosure controls and procedures are
effective to ensure that all material information required to be filed in this Quarterly Report on Form 10-QSB has been made known to them.



Changes in Internal Controls:



The Board of Directors adopted, effective, August 25, 2003 a Code of Ethics for its Chief Executive Officer and Chief Financial Officer, as well as a Code
of Ethics for its employees. These Codes are intended to ensure compliance with rules and regulations, promote honest and ethical behavior and to prevent wrongdoing.



Additionally, the Board, in response to the passage of the Sarbanes-Oxley Act of 2002, among other actions, formed a
Disclosure Committee comprised of various members of our management team. The Disclosure Committee is charged with, among other things, reviewing and developing policies and procedures to enhance our disclosure controls and procedures as well as
with reviewing our periodic reports and other public disclosures. Other than as described above, there have been no significant changes, including corrective actions with regard to significant deficiencies or material weaknesses in our internal
controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date set forth above.



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PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



Shaws Supermarkets has filed a lawsuit, captioned Shaws Supermarkets, Inc. v. Cash Technologies, Inc., CoinBank Automated Systems Inc. (United States District Court, District of Massachusetts), against us claiming breach
of contract and damages. We operated CoinBank machines in Shaws locations in New England on a free-placement basis since June, 1999 and had been negotiating a settlement and termination agreement with Shaws to terminate the CoinBank
machine placements in light of our decision to exit the free placement business. Shaws is claiming damages in excess of $75,000, for contract termination fees and reimbursements. We believe that the amount owed is approximately $55,000 and
have accrued for the liability. Furthermore, we have potential claims against Shaws for damages to the machines. Although we intend to vigorously defend the suit, we may not be successful in our defense.



We are involved in a litigation titled Kane Corte, et al v. Cash
Technologies, Inc. et al., (Case # 128256, 32/nd/ Judicial District Parish of Terrebonne, State of Louisiana). In August 2001, we first became aware that an entity to which we had sold 23 CoinBank machines in October 1999 had filed suit against
us in Louisiana court and obtained a default judgment against us. The Louisiana judgment was issued on August 15, 2000 and rewarded the purchaser $230,000 in damages and ordered that the machines be returned to the Company. In March 2001, the
purchaser obtained a sister-state judgment against us in California based on the judgment of the Louisiana court and a writ of execution was issued.



Upon learning of this matter, we immediately initiated legal actions in Louisiana and California. At a hearing in the Louisiana court, we were granted a
Temporary Restraining Order staying enforcement of the judgment. We contend that the Louisiana court had no jurisdiction over it and that we were never properly served with either the original Louisiana lawsuit, the judgment issued by the Louisiana
court or the California sister- state judgment. We also contend that Kane Cortes allegations are without merit and that his desire to return the machines is a result of his failed business practices. The Company initiated legal action in both
Louisiana and California seeking to set aside both judgments and to cause the matter, including the issue of jurisdiction, to be heard on its merits by the Louisiana court. In May 2003, the Louisiana Court decided in favor of the Company and vacated
its previous judgment against us. The plaintiff, however, immediately refiled its lawsuit. The Company has entered into settlement negotiations and has reached a tentative settlement agreement involving the resale of the Plaintiffs machines.
There can be no assurance that the Company will be successful in completing the settlement arrangement satisfactorily.



On August 1, 2002, Cash Technologies, Inc. filed a lawsuit, captioned Cash Technologies, Inc. v. McNeely and Willmon (Case No. BC 278823, Superior
Court of the State of California), for breach of contract. In September 2002, Cash Technologies, Inc. loaned McNeely and Willmon the amount of



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$79,999. Pursuant to the promissory notes the funds were due to be returned in December 2002. Despite repeated collection attempts, both McNeely and Willmon
have refused to repay the funds. The Company is seeking an amount in excess of $79,999. On September 25, 2002, McNeely and Willmon filed a cross complaint claiming $500,000 in compensatory damages. The next scheduled court hearing is in November,
2003. The Company believes that the cross complaint has no merit. The Company is confident that it will prevail in this matter, however there can be no assurance of a successful outcome.



In June, 2002 we were notified that a vendor, Kiosk Information Systems, Inc. (KIS), had obtained a judgment
against the Company for $129,567.34 allegedly owed for services rendered in 1999, plus interest and attorneys fees. Upon learning of the judgment, we notified KIS that we have never been served with a lawsuit related to this matter and was unaware
of the existence of the case. Subsequent settlement negotiations resulted in a tentative settlement agreement with KIS on July 7, 2003. If the settlement agreement is not completed, it is likely that the Company will initiate legal action to set
aside the judgment and take other appropriate measures. In such event the Company will incur substantial legal fees and there is no assurance that we would succeed in setting aside the judgment or prevailing in any subsequent litigation.



ITEM 2. CHANGE IN SECURITIES



In
June 2003, the Company issued dividends on the Series E Redeemable Preferred Stock of $18,000. The preferred shareholders were awarded 31,032 shares of the Companys Common Stock in lieu of cash.



In June 2003, in a private transaction under Section 4(2) of the Securities
Act of 1933, as amended, the Company sold 1 unit at an aggregate of $50,000 of its securities. The unit comprised of 100,000 shares of Common Stock.



In June 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the Company sold 1 unit at an aggregate of $25,000 of
its securities. The unit comprised of (i) 38,462 shares of Common Stock and (ii); 15,000 common stock purchase warrants. The warrants have an exercise price of $1.00 per share and are exercisable for five years. A deemed dividend expense of $7,339
was recognized in conjunction with this placement.



In
June 2003, in a private transaction under Section 4(2) of the Securities Act of 1933, as amended, the Company sold 1 unit at an aggregate of $75,000 of its securities to a shareholder. The unit comprised of (i) 150,000 shares of Common Stock and
(ii); 37,500 common stock purchase warrants. The warrants have an exercise price of $1.00 per share and are exercisable for five years. A deemed dividend expense of $46,354 was recognized in conjunction with this placement.



In July 2003, in a private transaction under Section 4(2) of the Securities
Act of 1933, as amended, the Company sold 26 units at an aggregate of $10,000 of its securities to 7 shareholders. The unit comprised of (i) 15,385 shares of Common Stock and (ii); 5,000 common stock purchase warrants. The Company received gross
proceeds of $260,000 in conjunction with this placement. The warrants have an exercise price of $1.00 per share and are exercisable for five years. A deemed dividend expense of $137,671 was recognized in conjunction with this placement.



In July 2003, in a private transaction under Section 4(2) of the
Securities Act of 1933, as amended, the Company sold 1 unit at an aggregate of $50,000 of its securities. The unit comprised of 76,924 shares of Common Stock.



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In July 2003, the Company issued 230,575 shares of the Companys common stock to its consultants in
lieu of cash payment of for services rendered and as part of consulting agreements representing a total cash value of $183,474.



In July 2003, the Company received $235,910 from warrant holders to exercise 362,940 warrants into 362,940 shares of the Companys common stock.



ITEM 3. DEFAULT UPON SENIOR SECURITIES



In 1997, we entered into a credit agreement with G.E. Capital Corporation (G.E.) pursuant to which we borrowed $5,500,000 for the purchase of CoinBank component equipment, working capital and general corporate purposes. On
September 29, 2000 the Company entered into an agreement with GE to defer principal payments on the debt for twelve (12) months and to defer interest payments for six (6) months. As consideration for the extension, the Company and GE have agreed to
increase the principal portion of the loan by $500,000 and the Company recorded deferred financing fees, which were amortized over an eighteen (18) month period. The Company and G.E. Capital had negotiated another waiver agreement as of September
13, 2001 pursuant to which G.E. Capital agreed to a six (6) month deferral of interest payments and a twelve (12) month deferral of principal payments provided (i) we granted G.E. Capital a lien on all of its assets (ii) we paid G.E. Capital 60% of
all proceeds from the sale of its CoinBank machines (iii) we obtained subordination agreements from all of our noteholders prior to December 30, 2001 whereby the noteholders subordinate their lien to that of G.E. Capital (iv) the sum of $250,000 is
added to the outstanding principal amount of the loan, which is being amortized over a twelve (12) month period. On September 27, 2002 the Company entered into an agreement with GE to pay the total debt outstanding in twelve (12) monthly payments
beginning October 15, 2002 of which the first eleven (11) consisting of interest only and the payment twelve (12) consisting of all outstanding principal, interest and fees. The Company agreed to (i) pay 9.5% per annum for the first six (6) payments
(ii) pay 11.5% per annum for the last six (6) payments (iii) a minimum of 18% if the Company was to become in default (iv) 5% late fee if a payment is received ten (10) days after the payment date and (v) 90% of all gross proceeds received from the
sale of presently owned CoinBank machines. Since 2000, the Company has entered into the first of several loan modifications with G.E. which have been paid as agreed and the current modification shall expire in March, 2004. As of August 31, 2003, we
owed $3,822,294, which includes the principal, financing fees and unpaid interest.



On October 9, 2003, the Company entered into an agreement with GE Capital to pay the outstanding debt over a period of twelve months beginning on November 1, 2003. The first eleven payment will consist of interest
only at a rate of 9.5% annum and the twelfth payment consisting of all unpaid principal, interest and any other fees outstanding.



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, some of the notes have been in default, and some have
been restructured. Under the restructuring, the notes were extended for two (2) years to July 2003, the noteholders agreed to surrender all old warrants priced at $13.50 per share to receive 2 replacement warrants for every old



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warrant surrendered. The new warrants were vested immediately, have a life of 5 years and were exercisable at $1.35 thru December 31, 2001, $2.20
through January 15, 2002 and $4.50 thereafter. In August, 2003, the Company proposed the conversion to equity of the $3.3 million in secured convertible debt to the noteholders, to be consummated in November, 2003. As of August 25, 2003,
noteholders representing approximately 27% of the total value of notes have advised that they agree to convert to equity on the proposed terms, subject to definitive documentation. Noteholders representing an additional 48% of the total value of
notes have given non-binding written indications of their intent to convert on the terms proposed upon receipt of formal documentation. As of August 31, 2003, we owed $4,455,275 in principal and interest.



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



The Company did not submit any matters to the shareholders during the quarter ended August 31, 2003. Also the Company has not had any meetings of shareholders during the last three calendar years. The Company
anticipates holding a shareholders meeting within the next 3 to 6 months.



ITEM 5. OTHER INFORMATION



NONE



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a)  |  | Exhibits                                                      
|---- |  | --------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer                      
|31.2 |  | Certification of Chief Financial Officer                      
|32.1 |  | Certification Pursuant to Section 906 of the Sarbans-Oxley Act
|     | 
|(b)  |  | Reports on Form 8-K                                           



NONE



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SIGNATURE



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 10QSB-A for the fiscal quarter ended August 31, 2003, to be signed on its behalf by the undersigned, thereunto duly authorized the 15th
day of October 2003.



CASH TECHNOLOGIES, INC.



|By:                                   |  | /S/ Bruce Korman
|------------------------------------- |  | ----------------
|                                     
|Bruce Korman                         
|President and Chief Executive Officer
|                                      | 
|By:                                   |  | /S/ Edmund King 
|                                     
|                                     
|Edmund King                          
|Chief Financial Officer              



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