<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                       ________________________________
                                  FORM 10-QSB

(MARK ONE)

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

FOR SIX MONTH PERIOD ENDED NOVEMBER 30, 1999

OR

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

                        COMMISSION FILE NUMBER: 0-24569
                           ------------------------

                            CASH TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                            <C>
             DELAWARE                                                    95-4558331
(State or other jurisdiction of incorporation                  (IRS Employer Identification No.)
 organization)
</TABLE>

<TABLE>
<S>                                                                       <C>
1434 W. 11TH STREET, LOS ANGELES, CA                                        90015
(Address of principal executive offices)                                  (Zip Code)
</TABLE>

                                (213) 745-2000
             (Registrant's telephone number, including area code)

                           ------------------------

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

                           ------------------------

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

On January 14, 1999, there were 3,488,665 shares of common stock, $ .01 par
value, issued and outstanding.
<PAGE>

                            CASH TECHNOLOGIES, INC.
                                  FORM 10-QSB

                                     INDEX

<TABLE>
<CAPTION>
                                                                                                     PAGE NO.

PART I. FINANCIAL INFORMATION
<S>                                                                                             <C>
Item 1.    Consolidated Financial Statements:

                 Consolidated Balance Sheets as of November 30, 1999(unaudited) and May 1999.........   3

                 Consolidated Statements of Operations for the three month period ended
                 November 30, 1999 and 1998 (unaudited)..............................................   4

                 Consolidated Statements of Operations for the six month period ended
                 November 30, 1999 and 1998 (unaudited)..............................................   4

                 Consolidated Statements of Cash Flows for the six month period ended
                 November 30, 1999 and 1998 (unaudited)..............................................   5

                 Notes to Consolidated Financial Statements for the six month period ended
                 November 30, 1999 and 1998..........................................................   6

Item 2.    Management's Discussion and Analysis of Financial Condition and
                Results of Operations................................................................   10

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings.........................................................................   17

Item 2.    Changes in Securities.....................................................................   17

Item 3.    Default Upon Senior Securities.............................................................  18

Item 4.    Submission of Matters to a Vote of Security Holders.......................................   18

Item 5.    Other Information.........................................................................   18

Item 6.    Exhibits and Reports on Form 8-K..........................................................   18

SIGNATURES...........................................................................................   19

</TABLE>

                                       2
<PAGE>

PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                            CASH TECHNOLOGIES, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEET

                                                                                     NOVEMBER 30          MAY 31
                                                                                        1999               1999
                                                                                  ---------------    ---------------
                                                                                     (Unaudited)         (Audited)
<S>                                                                                  <C>                <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents                                                            $    769,945       $  1,028,586
Cash Restricted                                                                                 -             44,610
Accounts Receivable                                                                       321,673            136,277
Inventories                                                                                85,939            201,555
Marketable Securities                                                                     323,438                  -
Prepaid expenses and other current assets                                                  13,527              9,256
                                                                                  ---------------     --------------

Total Current Assets                                                                    1,514,521          1,420,284

COINBANK MACHINES HELD FOR SALE                                                         1,364,164          1,577,065

PROPERTY AND EQUIPMENT (net)                                                            1,255,222          1,393,689

Capitalized Software Costs                                                                437,438                  -
OTHER ASSETS                                                                              228,406             56,682
                                                                                  ---------------     --------------

TOTAL ASSETS                                                                            4,799,751          4,447,720
                                                                                  ===============     ==============


LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Current maturities of Notes Payable                                                     1,229,597          1,172,732
Current maturities of Capital Lease Obligations                                            25,761             42,563
Accounts Payable                                                                          566,029            208,620
Accrued expenses & other current liabilities                                              685,853            388,588
                                                                                  ---------------     --------------

Total Current Liabilities                                                               2,507,240          1,812,503

Notes Payable less current maturities                                                   2,435,313          2,564,723

COMMITMENTS AND CONTINGENCIES (Note 2)

STOCKHOLDERS EQUITY (DEFICIENCY):
Common Stock                                                                               34,887             34,887
Redeemable Preferred Stock                                                              1,114,706                  -
Additional Paid In Capital                                                             12,359,523         11,323,780
Accumulated Deficit                                                                   (13,651,918)       (11,288,173)
                                                                                  ---------------     --------------

Total stockholders' equity (deficiency)                                                  (142,802)            70,494
                                                                                  ---------------     --------------

TOTAL LIABILITIES AND STOCKHOLDER EQUITY (DEFICIENCY)                                $  4,799,751       $  4,447,720
                                                                                  ===============     ==============
</TABLE>


           See notes to condensed consolidated financial statements

                                       3
<PAGE>

                            CASH TECHNOLOGIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                           THREE MONTHS                         SIX MONTHS
                                                         ENDED NOVEMBER 30                    ENDED NOVEMBER 30
                                                       1999             1998              1999               1998
                                                   ------------  ----------------     -------------    ---------------
                                                   (Unaudited)      (Unaudited)        (Unaudited)        (Unaudited)

<S>                                                <C>           <C>                  <C>              <C>
GROSS REVENUES*                                     $10,830,398      $11,799,969        $21,648,663        $25,678,723
                                                   ============  ================     =============    ===============

NET REVENUES                                        $   468,682          242,738        $   764,535            492,169
COST OF REVENUES                                        419,824          163,928            745,890            330,500
                                                   ------------  ----------------     -------------    ---------------

GROSS PROFIT                                             48,858           78,810             18,645            161,669

SELLING, GENERAL, & ADMIN EXP.                        1,173,721        1,161,504          2,563,432          2,096,719
DEPRECIATION & AMORTIZATION EXP.                         15,278           57,272             32,949            114,221
                                                   ------------  ----------------     -------------    ---------------

OPERATING LOSS                                       (1,140,141)      (1,139,966)        (2,577,736)        (2,049,271)
OTHER INCOME                                            923,438                -            923,438                  -
INTEREST EXPENSE                                        100,631          110,329            200,925            321,303
                                                   ------------  ----------------     -------------    ---------------

LOSS BEFORE INCOME TAXES                               (317,335)      (1,250,295)        (1,855,223)        (2,370,574)
INCOME TAXES                                              5,055                -              7,669                  -
                                                   ------------  ----------------     -------------    ---------------

NET LOSS                                               (322,390)      (1,250,295)        (1,862,892)        (2,370,574)
                                                   ============  ================     =============    ===============

Deemed Dividends to preferred Shareholders              405,302                -            485,871                  -

Net income (loss) Allocable to common
shareholders                                           (727,692)      (1,250,295)        (2,348,763)        (2,370,574)

Basic and diluted net loss per share                $    (0.21)      $    (0.36)        $    (0.67)        $    (0.68)

Basic and diluted weighted average
shares of common stock outstanding                    3,488,665        3,488,665          3,488,665          3,488,665
                                                   ============  ================     =============    ===============
</TABLE>




   *Gross revenues include the value of coin and currency processed and does
      not present revenue under generally accepted accounting principles






           See notes to condensed consolidated financial statements

                                       4
<PAGE>

<TABLE>
<CAPTION>


                                                       CASH TECHNOLOGIES, INC.
                                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                               FOR SIX MONTHS ENDED NOVEMBER 30
                                                                                                 1999                     1998
                                                                                               ----------               ---------
                                                                                               (Unaudited)             (Unaudited)
OPERATING ACTIVITIES:
<S>                                                                                           <C>                     <C>
Net Loss                                                                                        (1,862,892)              (2,370,574)

Adjustments to reconcile net loss to net cash used by
operating activities:

Depreciation and amortization                                                                      117,311                  114,221
Impairment of CoinBank Machines held for Sale                                                        8,540                        -
Changes in operating assets and liabilities:
            Accrued interest                                                                             -                   29,325
            Account receivable                                                                    (185,396)                 (11,310)
            Inventories Coin/Currency                                                              115,616                 (174,049)
            Inventories CoinBank Machines                                                          183,574                        -
            Prepaid expenses and other current assets                                             (327,708)                  29,293
            Other assets                                                                          (475,162)                 215,569
            Accounts payable                                                                       357,409                 (364,092)
            Accrued expenses and other current liabilities                                         282,284                 (127,529)
                                                                                               -----------              -----------
Net cash (used) by operating activities                                                         (1,786,425)              (2,659,145)
                                                                                               -----------              -----------
INVESTING ACTIVITIES:
            Property and Equipment                                                                  41,942                 (348,259)
            Restricted Cash                                                                         44,610                   (1,427)
                                                                                               -----------              -----------
Net cash provided (used) by investing activities                                                    86,552                 (349,686)
                                                                                               -----------              -----------
FINANCING ACTIVITIES:
            Deferred financing cost                                                               (134,000)                (134,000)
            Payments on capital lease obligation                                                   (16,802)                 (32,525)
            Repayments on long-term debt                                                          (572,545)              (1,874,387)
            Deferred compensation expense                                                          190,856                        -
            Net proceeds from issuance of common stock                                                   -                9,478,603
            Net proceeds from issuance of preferred stock                                        1,114,706                        -
            Long Term- Note Payable(Note 4)                                                        500,000                        -
            Compensation expense for warrants issued                                               359,017                        -
                                                                                               -----------              -----------
Net cash provided by financing activities                                                        1,441,232                7,437,691
                                                                                               -----------              -----------

CHANGE IN CASH AND CASH EQUIVALENTS                                                               (258,641)               4,428,860
            Cash, Beginning of period                                                            1,028,586                  210,723
                                                                                               -----------              -----------

            Cash, End of period                                                                    769,945                4,639,583
                                                                                               ===========              ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
            Income taxes                                                                             7,669                        -
            Cash paid for interest                                                                 200,925                  291,978


SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTION
            Reclasssification of depreciation from fixed assets-CoinBank machines                  357,470                        -



                                                            See notes to condensed consolidated financial statements
</TABLE>

                                       5
<PAGE>

CASH TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


NOTE 1:  GENERAL

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 November 30, 1999, and the results of operation and cash flows
for the six months ended November 30, 1999 and 1998.  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, 1999,
filed with the SEC. The results of operations for the three-month and six-month
period ended November 30, 1999, are not necessarily indicative of the results to
be expected for any subsequent quarter or for the entire fiscal year.


BASIS OF PRESENTATION:
----------------------

  The unaudited condensed consolidated financial statements of Cash
Technologies, Inc. and its subsidiaries National Cash Processors Inc., CoinBank
Automated Systems, Inc. and CoinBank Automation Handels GmbH, Salzburg, Austria
(collectively, the "Company") included herein, reflect all adjustments,
consisting only of normal recurring adjustments which, in the opinion of
management are necessary to present fairly the Company's financial position,
results of operations and cash flows, for the periods presented.

NOTE 2.   COMMITMENTS AND CONTINGENCIES

  As previously disclosed, in January 1997, the Company entered into a five-year
licensing and manufacturing services agreement with Geld Bearbeitungs Systeme
GES.m.b.H., an Austrian corporation (''Geld''). Pursuant to that agreement Geld
granted the Company the exclusive, perpetual right to use certain technology
incorporated in CoinBank machines in North and South America and Asia, provided
that the Company purchases a minimum quantity of coin-counting components used
in CoinBank machines over the term of the agreement.

  As previously disclosed, in August 1998, the Company entered into a three-year
distribution agreement with Geld, subject to successive one-year renewal
periods. Pursuant to that agreement Geld granted the Company the exclusive right
to distribute and sell cash processing equipment in all areas of the world not
covered by the January 1997 agreement between Geld and the Company (the
"Territory"), except to certain financial institutions in Austria, provided
that the Company purchases a minimum number of cash processing machines from
Geld over a specified period during the initial three-year term of the April
1997 agreement.

                                       6
<PAGE>

  As previously disclosed, in March 1999, the Company entered into a letter of
intent to acquire 51% of the capital stock of the Geld (the "Acquisition") and
at that time the parties were completing their due diligence and financial
statements while continuing to negotiate the terms of a definitive purchase
agreement, as well as side agreements such as the terms of the employment
agreements for key employees.

  The Company and Geld have recently been in a dispute regarding the 1998
Distribution Agreement. The dispute involves primarily the quantity of machines
to be produced by Geld for the European market.  The dispute does not affect the
Company's North American rights pursuant to the January 1997, Licensing
Agreement. Additionally the Company and Geld are in dispute over certain matters
related to the license and manufacturing agreement. In September 1999, the
Company initiated a suit against Geld regarding certain rights under the
licensing agreement and the acquisition. There can be no assurance that the
dispute can be resolved. The proposed acquisition of Geld may not occur or may
be delayed until resolution of these disputes is accomplished.

  The Company has negotiated an agreement with Tecwings Industrialisierung und
Electronickproduktion GmbH for the continued manufacturing of CoinBank
machines.

  As previously disclosed, in December 1997, Vindex USA, Inc. filed a complaint
against CoinBank Automated Systems, Inc.("CAS"), a subsidiary of the Company, in
the Superior Court of California, Los Angeles County, seeking to recover
$40,000, an unspecified amount of commissions and interest accrued thereon
allegedly due it under the terms of a consulting agreement it alleges was
breached by the Company. The Company believes that the complaint is without
merit and is defending this lawsuit.


NOTE 3: STOCKHOLDERS EQUITY

  In order to raise funds for working capital and the development of the
Company's E-Commerce Message Management Architecture (EMMA) system, on July 27,
1999, the Company commenced a private offering pursuant to Section 4(2) of the
Securities Act of 1933 and Regulation D. The Company did not engage any broker
dealer as placement agent and the Company's officers and directors directed the
selling efforts.  In the event that the Company had been assisted by selling
agents it intended to pay commissions of 10% to those eligible to receive them.
The Company was offering up to 52,500 units, each unit comprised of (I) 10
shares of Series A 8% Cumulative Convertible Redeemable Preferred Stock and (II)
5 Series A Common Stock Purchase Warrants.    Each share of the Series A
Preferred Stock is convertible into one share of Common Stock.  The Series A
Warrants are exercisable at $12.00 per share.  The securities in the private
offering were being sold in reliance upon the availability of an exemption from
the registration provisions of the Securities Act of 1933 by virtue of the
Company's intended compliance with the provisions of sections 4(2), 4(6) thereof
and rule 506 adopted by the Securities and Exchange Commission thereunder.  The
securities have neither been registered with, nor approved or disapproved by,
the SEC or by the securities regulatory authority of any state, and neither the
SEC nor any such state authority has passed upon or endorsed the merits of the
offering, and it is not intended that any of them will. The securities may not
be transferred or resold except pursuant to registration under the Securities
Act of 1933 or an exemption therefrom.

  As of November 30, 1999, the Company completed this offering and received
gross proceeds of  $1,122,188. The Company recorded a liability of $7,482 in
September 1999. The Company also paid sales commission of $69,825 in January of
2000. The Company has issued or will issue (i) 118,125 shares of Series A 8%
Cumulative Convertible Redeemable Preferred Stock and (ii) 53,809 Series A
Common Stock Purchase Warrants (exercisable at $12.00 per share).

                                       7
<PAGE>

  In order to raise funds for working capital and the development of EMMA, on
December 31, 1999, the company commenced a private offering pursuant to Section
4(2) of the Securities Act of 1933 and Regulation D. The Company engaged Gunn
Allen Financial, Inc. as placement agent and paid commissions of 10% and
reimbursement of expenses.  Pursuant to this offering up to 60 Units were
offered.  Each Unit consists of (i) a Secured Convertible Promissory Note in the
principal amount of $50,000 convertible into Common Stock at a conversion price
of $9.50 per share and (ii) Series B Redeemable Warrants to purchase an
aggregate of 5,000 Warrant Shares at an exercise price of $13.00 per share. The
securities in the private offering memorandum were sold in reliance upon the
availability of an exemption from the registration provisions of the Securities
Act of 1933 by virtue of the Company's intended compliance with the provisions
of sections 4(2), 4(6) thereof and rule 506 adopted by the Securities and
Exchange Commission thereunder.  The securities have neither been registered
with, nor approved or disapproved by, the SEC or by the securities regulatory
authority of any state, and neither the SEC nor any such state authority has
passed upon or endorsed the merits of the offering, and it is not intended that
any of them will. The securities may not be transferred or resold except
pursuant to registration under the Securities Act or an exemption therefrom.

  The Company completed the offering on January 5, 2000 and raised approximately
$3,350,000 in gross proceeds. The Company incurred approximately $400,000 in
offering expenses, consisting of legal costs, sales commissions and other
related costs.

  The Company recorded Deemed Dividends of $485,871 for both the Preferred Stock
and Common Stock Purchase Warrants issued for the period. This amount was based
on (i) the difference between the closing market price and the offering price of
the Preferred Stock plus (ii) the value of the Warrants associated with the
Preferred Stock, valued using the Black Scholes model.

  The Company issued one hundred thousand (100,000) Stock Purchase Warrants to
Starr Securities at $10.375 each for consulting services including advice
related to future merger, acquisition, financing and other capital transactions.
These options have been valued at $190,856 using the Black Scholes model and are
recorded as deferred offering costs.

  The Company issued Gunn Allen Securities twenty five thousand (25,000) Stock
Purchase Warrants at $10.375 for services related to assisting the Company with
future capital transactions in late August of 1999.  These options were not
recorded in the first quarter of 1999 and were subsequently recorded in the
second quarter of 1999. These options have been valued at $47,714 and expensed
using the Black Scholes model.

  The Company also issued Gunn Allen Securities one hundred thousand (100,000)
Stock Purchase Warrants at $11.3125 for services related to assisting the
Company with future capital transactions in September of 1999.  These options
have been valued at $208,099 and expensed using the Black Scholes model.

  The Company also issued WAB Capital twenty five thousand (25,000) Stock
Purchase Warrants at $12.9375 for consulting and research services in November
of 1999.  These options have been valued at $51,291 and expensed using the Black
Scholes model.

  The Company also issued Howard Brand thirty thousand (30,000) Stock Purchase
Warrants at $11.3125. These options have been valued at $62,431 using Black
Scholes model.

NOTE 4: RELATED PARTY TRANSACTION

  The Company obtained a long-term loan for $500,000 from Gunn Allen Securities.
The loan was due either (i) December 31, 2000 or (ii) the date that the company
completes any debt or equity financing.

                                       8
<PAGE>

The sum of $500,000 was repaid from the proceeds of the December 31, 1999
private offering, together with interest from the date thereof at the rate of
ten percent (10%) per annum, computed on the basis of a 365-day year and actual
days elapsed.

NOTE 5: GOING CONCERN

  The Company has prepared the financial statements included herewith assuming
that the Company will continue as a going concern. Although the Company raised
additional capital in 1998 and in 1999, it has not 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. The Company's auditors have
included an explanatory paragraph in their report for the year ended May 31,1999
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.

NOTE 6: OTHER INCOME

  On October 1, 1999, the Company and Coinstar, Inc. agreed to settle all
outstanding litigation between them.  Under the terms of the settlement, the
Company received payment from Coinstar of $600,000 in cash and 30,000 shares of
common stock of Coinstar, for a total of $923,438.

NOTE 7: MARKETABLE SECURITIES

  Marketable securities are considered as "Available for Sale Securities" FASB
  115 and any changes in the market value would be an adjustment to
  Stockholder's Equity.

                                       9
<PAGE>

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 "believe", "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: market acceptance of the Company's products, limited marketing
experience, uncertainty of product development, 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.
See also the Company's reports filed from time to time with the Securities and
Exchange Commission pursuant to the Securities Act or the Exchange Act.

DESCRIPTION OF BUSINESS
-----------------------

  Cash Technologies, Inc., a Delaware Corporation, was incorporated in August,
1995, however its coin processing operations were commenced by its now wholly-
owned subsidiary, National Cash Processors, Inc. ("NCP"), a Delaware
corporation, which was incorporated in May, 1994.  NCP became a subsidiary of
the Company in January 1996.  The U.S. CoinBank operations are conducted through
the Company's wholly owned subsidiary, CoinBank Automated Systems, Inc. ("CAS"),
a Delaware corporation, incorporated in November 1995. The European CoinBank
operations are conducted through the Company's wholly-owned subsidiary CoinBank
Automation Handels GmbH, incorporated in Austria in February 1998.  Unless the
context otherwise requires, references herein to the Company refer to Cash
Technologies, Inc. and its wholly-owned subsidiaries.

  The Company currently generates revenues through the purchase of loose United
States coin and currency which is acquired in bulk at a small discount from face
value and then counted, sorted, wrapped and re-sold primarily to a variety of
retail businesses at face value plus a small fee or deposited to the Federal
Reserve Bank for credit to the Company's account. The Company also generates
revenues from CoinBank machine sales and the fees from the operation of self-
service CoinBank Machines.  The Company's expenses have exceeded net revenues
since inception. For the fiscal year ended May 31, 1997, 1998, and 1999, the
Company sustained net losses of $1,547,805, $2,727,145 and $5,711,964,
respectively.  The Company incurred a net loss of $322,390 and $1,862,892 for
the three month and the six-month periods ended November 30, 1999, respectively.

  At the present time, the Company is primarily focused on the development of
its E-Commerce Message Management Architecture (EMMA[/TM/]) transaction
processing software and its ATM-X[/TM/]

                                       10
<PAGE>

enhanced ATM. This e-commerce system will provide transaction processing for
Internet and non-Internet based transactions such as electronic bill payment,
check cashing, the issuance of money orders, pre-paid phone cards and the
dispensing of event tickets and other functions on automated teller machines
(ATMs), CoinBank machines and other similar devices. Various internet based
transactions can also be facilitated by EMMA, including automated account
activation, ATM-card purchasing and other financial services.

  The Company has also begun to market CoinBank machines for sale to retail
stores and is exploring distribution relationships with existing equipment
distribution leaders for the sale of the machines.

  Because of its e-commerce systems development effort and CoinBank marketing
efforts, the Company will continue to be required to make certain up-front
expenditures. The Company anticipates that losses will continue for the
foreseeable future.

  The Company records as revenue the service fee charged for coin and currency
processed on behalf of a customer. The Company also records as revenue the
service fee charged to persons using CoinBank machines and revenues from the
sale of CoinBank machines.  Gross revenues include the value of coin and
currency processed and do not represent revenue under generally accepted
accounting principles.

  Revenues generated from the sale of CoinBank machines were approximately 45%
of net revenues compared to fee income from "free placement" machines, which
accounted for approximately 13% of net revenues for the six months ended
November 30, 1999. The Company anticipates that the revenues generated from the
sale of CoinBank machines will continue to be an increasing source of future
revenues, while transaction and licensing fees derived from the EMMA transaction
processing system will eventually become the largest source of the Company's
future revenues.

  The Company was awarded a contract to count, process and purchase currency for
the Los Angeles County Metropolitan Transportation Authority ("LACMTA") for a
fee of approximately 1% of all currency processed commencing on April 1, 1997,
and with subsequent renewals, ending on March 31, 2000. The Company expects to
purchase and process between $35 and $40 million dollars of currency on this
contract during fiscal 2000. The Company records as revenue the service fee
charged for the processing of currency. From time to time, the Company may
submit bids for additional similar contracts. There can be no assurance,
however, that it will be awarded any contract for which it submits a bid.

                                       11
<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED NOVEMBER 30, 1999, COMPARED TO THREE MONTHS ENDED NOVEMBER
30, 1998.

  Gross revenues include the value of the coins and currency processed, CoinBank
machine sales and fee income for the three months ended November 30, 1999,
amounted to $10,830,398 compared to $11,799,969 for the comparable 1998 period.
The decrease in gross revenue was primarily attributable to the normal periodic
fluctuation in the value of currency processed for LACMTA during the three month
period and Company's planned reduction of certain pilot "free placement"
CoinBank machine customers during the fourth quarter of fiscal 1999. As a result
of the sale of CoinBank machines and the elimination of "free placement"
CoinBank machines, net revenues for the 1999 period increased to $468,682, or
4.33% of gross revenues, compared to $242,738, or 2.06% of gross revenues for
1998 period.

  Cost of revenues for the three months ended November 30,1999, was $419,824
compared to $163,928 during the comparable 1998 period. The increase in direct
costs was primarily the result of the reclassification of direct labor,
telephone and depreciation expenses into the Cost of Revenues from Selling,
General and Administrative Expenses and the cost of CoinBank machines sold
during the period.

  Gross profit for the three months ended November 30, 1999, was $48,858
compared to $78,810 for the three months ended November 30, 1998. Gross profit
was impacted by the reclassification of SG&A expenses referred to in Cost of
Revenues.  The reclassification and increased cost was partially offset by a
positive contribution from CoinBank machine sales as well as reductions in
direct labor and supply costs associated with the elimination of "free
placement" CoinBank machine customers referred to in Gross Revenues.

  Selling, General and Administrative expenses for the three months ended
November 30, 1999, increased to $1,173,721 compared to $1,161,504 for the three
months ended November 30, 1998. These expenses consist primarily of wages (and
wage related costs), outside contractor expenses, travel/promotional expenses,
professional services and facilities/office related expenses. During this period
$437,438 of software development expenses were capitalized, the result of
portions of the Company's transaction processing platform that have reached
commercial viability.

  Depreciation and amortization expenses for the three months ended November 30,
1999, and 1998, were $15,278 and $57,272. The decrease in depreciation was the
result of reclassifying depreciation into Cost of Revenues. Interest expense for
the three months ended November 30, 1999, and 1998, was $100,631 and $110,329.

  Other Income for the three months ended November 30, 1999 was $923,438
compared to $0 for the same period in 1998. This income was the result of the
settlement of a lawsuit with Coinstar, Inc.  The Company received payment from
Coinstar of $600,000 in cash and 30,000 shares of common stock of Coinstar for a
total value of $923,438.

  As a result of the foregoing, net loss for the three months ended November 30,
1999, and 1998, was $322,390 and $1,250,295, respectively.


SIX MONTHS ENDED NOVEMBER 30, 1999, COMPARED TO SIX MONTHS ENDED NOVEMBER 30,
1998.

  Gross revenues include the value of the coins and currency processed, and
CoinBank machine sales and fee income for the six months ended November 30,
1999, amounted to $21,648,663 compared to

                                       12
<PAGE>

$25,678,723 for the comparable 1998 period. The decrease in gross revenue was
primarily attributable to the normal periodic fluctuation in the value of
currency processed for LACMTA during the six month period and Company's planned
reduction of "free placement" CoinBank machine customers during the fourth
quarter of fiscal 1999. As a result of the sale of CoinBank machines, the
elimination of "free placement" CoinBank machines, net revenues for the 1999
period increased to $764,535 or 3.53% of gross revenues, compared to $492,169,
or 1.92% of gross revenues for 1998 period.

   Cost of revenues for the six months ended November 30,1999, was $745,890
compared to $330,500 during the comparable 1998 period. The increase in direct
costs was primarily the result of the reclassification of direct labor,
telephone and depreciation expenses into the Cost of Revenues from Selling,
General and Administrative Expenses and the cost of CoinBank machines sold
during the period.

  Gross profit for the six months ended November 30, 1999, was $18,645 compared
to $161,669 for the six months ended November 30, 1998. Gross profit was
impacted by the reclassification of SG&A expenses referred to in Cost of
Revenues.  The reclassification and increased cost was partially offset by a
positive contribution from CoinBank machine sales as well as reductions in
direct labor and supply costs associated with the elimination of "free
placement" CoinBank machine customers referred to in Gross Revenues.

  Selling, General and Administrative expenses for the six months ended November
30, 1999, increased to $2,563,432 compared to $2,096,719 for the six months
ended November 30, 1998. These expenses consist primarily of wages (and wage
related costs), outside contractor expenses, travel/promotional expenses,
professional services and facilities/office related expenses. During this period
$437,438 of software development expenses were capitalized, the result of
portions of the Company's transaction processing platform having reached
commercial viability.

  Depreciation and amortization expenses for the six months ended November 30,
1999, and 1998, were $32,949 and $114,221. The decrease in depreciation was the
result of reclassifying depreciation into Cost of Revenues.  Interest expense
for the six months ended November 30, 1999, and 1998, was $200,925 and $321,303.
The decrease in interest expense was due to reduced debt early in fiscal 1999.

  Other Income for the six months ended November 30, 1999 was $923,438 compared
to $0 for the same period in 1998. This income was the result of the settlement
of a lawsuit with Coinstar, Inc. The Company received payment from Coinstar of
$600,000 in cash and 30,000 shares of common stock of Coinstar for a total value
of $923,438.

  As a result of the foregoing, net losses for the six months ended November 30,
1999, and 1998, were $1,862,892 and $2,370,574, respectively.

                                       13
<PAGE>

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 November 30, 1999, the Company had a working capital deficit of
$992,719 and unrestricted cash and cash equivalents of $769,945 compared to
working capital of $3,439,773 and unrestricted cash and cash equivalents of
$4,639,583 at November 30, 1998. Since inception, the Company has satisfied its
working capital requirements through limited cash flow generated from
operations, the issuance of equity and debt securities, and various borrowings.

  Net cash used in operating activities was $1,786,425 for the six months ended
November 30, 1999, as compared to net cash used in operating activities of
$2,659,145 for the six months ended November 30, 1998. The decrease in net cash
used in operating activities during the 1999 period was primarily the result of
increases in: accounts payable, $357,409, and accrued expenses and other current
liabilities, $282,284 and the decreases in: other current assets, $327,708
(Coinstar Inc. marketable securities), and other assets, $475,162 (deferred cost
and software capitalization).

  Net cash provided by investing activities was $86,552 for the six months ended
November 30, 1999, as compared to net cash used by investing activities of
$349,686 for the six months ended November 30, 1998.  The increase in net cash
provided in investing activities was attributable to no additional purchases of
equipment and release of restricted cash.

  Net cash provided by financing activities for the quarter ended November 30,
1999, was $1,441,232, as compared to net cash provided by financing activities
of $7,437,691 for the six months ended November 30, 1998. The $1,441,232
primarily consist of financing costs and debt repayment offset by proceeds from
the private offering outlined below and a loan for $500,000. The increase in net
cash provided by financing activities for the 1998 period was primarily
attributable to the Company's Initial Public Offering plus the exercise of the
over allotment option, which netted approximately $9.5 million.

  In order to raise funds for working capital and the development of the
Company's E-Commerce Message Management Architecture (EMMA) system, on July 27,
1999, the Company commenced a private offering pursuant to Section 4(2) of the
Securities Act of 1933 and Regulation D.  The Company did not engage any broker
dealer as placement agent and the Company's officers and directors directed the
selling efforts.  In the event that the Company had been assisted by selling
agents it intended to pay commissions of 10% to those eligible to receive them.
The Company was offering up to 52,500 units, each unit comprised of (I) 10
shares of Series A 8% Cumulative Convertible Redeemable Preferred Stock and (II)
5 Series A Common Stock Purchase Warrants.    Each share of the Series A
Preferred Stock is convertible into one share of Common Stock.  The Series A
Warrants are exercisable at $12.00 per share.  The securities in the private
offering were being sold in reliance upon the availability of an exemption from
the registration provisions of the Securities Act of 1933 by virtue of the
Company's intended compliance with the provisions of sections 4(2), 4(6) thereof
and rule 506 adopted by the Securities and Exchange Commission thereunder.  The
securities have neither been registered with, nor approved or disapproved by,
the SEC or by the securities regulatory authority of any state, and neither the
SEC nor any such state authority has passed upon or endorsed the merits of the
offering, and it is not intended that any of them will. The securities may not
be transferred or resold except pursuant to registration under the Securities
Act of 1933 or an exemption therefrom.

  As of November 30, 1999, the Company completed this offering and received
gross proceeds of  $1,122,188. The Company recorded a liability of $7,482 in
September 1999. The Company also paid sales commission of $69,825 in January of
2000. The Company has issued or will issue (I) 118,125 shares of Series A 8%
Cumulative Convertible Redeemable Preferred Stock and (II) 53,809 Series A
Common Stock Purchase Warrants (at $12.00 each).

                                       14
<PAGE>

  On October 1, 1999, the Company and Coinstar, Inc. agreed to settle all
outstanding litigation between them.  Under the terms of the settlement, the
Company received payment from Coinstar of $600,000 in cash and 30,000 shares of
common stock of Coinstar. The Company granted Coinstar a non-exclusive license
to certain technology related to bulk coin processing and certain other rights.
The parties agreed to dismiss all claims in the suit with prejudice.

  In order to raise funds for working capital and the development of EMMA, on
December 31, 1999, the company commenced a private offering pursuant to Section
4(2) of the Securities Act of 1933 and Regulation D. The Company engaged Gunn
Allen Financial, Inc. as placement agent and paid commissions of 10% and
reimbursement of expenses.  Pursuant to this offering up to 60 Units were
offered.  Each Unit consists of (i) a Secured Convertible Promissory Note in the
principal amount of $50,000 convertible into Common Stock at a conversion price
of $9.50 per share and (ii) Series B Redeemable Warrants to purchase an
aggregate of 5,000 Warrant Shares at an exercise price of $13.00 per share. The
securities in the private offering memorandum were sold in reliance upon the
availability of an exemption from the registration provisions of the Securities
Act of 1933 by virtue of the Company's intended compliance with the provisions
of sections 4(2), 4(6) thereof and rule 506 adopted by the Securities and
Exchange Commission thereunder.  The securities have neither been registered
with, nor approved or disapproved by, the SEC or by the securities regulatory
authority of any state, and neither the SEC nor any such state authority has
passed upon or endorsed the merits of the offering, and it is not intended that
any of them will. The securities may not be transferred or resold except
pursuant to registration under the Securities Act or an exemption therefrom.

  The Company completed the offering on January 5, 2000 and raised approximately
$3,350,000 in gross proceeds. The Company incurred approximately $400,000 in
offering expenses, consisting of legal costs, sales commissions and other
related costs.

  Based on the Company's current proposed plans and assumptions, the Company
anticipates that the net proceeds of its private offering will be sufficient to
satisfy its contemplated cash requirements for approximately three to four
months. In the event that the Company's plans change or its assumptions prove to
be inaccurate (due to unanticipated expenses, increased competition, unfavorable
general economic conditions, decreased demand for its services or otherwise),
the Company could be required to seek additional financing sooner than currently
anticipated. The Company has no current arrangements with respect to additional
financing. Consequently, there can be no assurance that an additional financing
will become available to the Company when needed, on commercially reasonable
terms, or at all.

  As previously disclosed, the Company continues to be engaged in discussions
regarding an acquisition of all or part of the Company (including stock and
assets transfers).  The Board of Directors has not been requested to consider
any definitive transaction.  No letters of intent have been entered into by the
Company.  There can be no assurance that any such transactions will be
consummated, or that the terms will be favorable to the Company or its
shareholders.

  The Company continues to suffer recurring losses from operations as of
November 30, 1999, and has not generated sufficient revenue producing activity
to sustain its operations. The Company's independent certified public
accountants have included a modification to their opinion, which indicated there
is substantial doubt about the Company's ability to continue as a going concern.
The Company is attempting to raise additional capital to meet future working
capital requirement and launch new products, but may not be able to do so.
Should the Company not be able to raise additional capital, it may have to
curtail operations.

                                       15
<PAGE>

YEAR 2000 EFFECT

  The Company, like most other companies, is faced with the "Year 2000 Issue".
The Year 2000 issue has developed because some computer programs were written
using a two-digit field rather than a four-digit field to define the applicable
year. As a result, any computer program that affects the Company's activities
may recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a variety of problems depending upon the system(s) affected.
Potential problems include temporary inability to process transactions, transfer
funds, or engage in similar business activities. The potential problems
associated with the Year 2000 Issue may cause widespread disruption of business
worldwide because of the interdependence on computer and communication systems.

  The Company has completed an initial assessment of potential Year 2000 for its
own computer systems and business processes. Based upon this assessment, the
Company believes its computer software, hardware and its embedded technologies
will present limited Year 2000 Issues. Additionally, the Company does not expect
that its CoinBank machines will incur any material problems with the Year 2000
change. The Company has not been able to completely evaluate whether the
software, hardware and embedded technologies used by the third parties, with
whom it conducts business, are Year 2000 compliant. If third parties,
particularly those involved in the regulation and administration of the banking
systems fail to address such, the Company may experience business interruptions,
and in a worst case scenario, the inability to engage in the normal course of
business. The effect of such related difficulties could have a materially
adverse impact on the financial condition of the Company. The Company does not
believe that any material expenditure will be required to complete its internal
assessment regarding this issue.

  The Company does recognize the need for Year 2000 contingency plans because of
the uncertainty associated with this global issue. The Company will replace any
personal computer or network related software or hardware if this issue impacts
them. The cost of such replacements is not expected to have a material impact.
Furthermore the Company believes that it will not be able to require the third
parties or governmental agencies with which it conducts business to resolve all
Year 2000 issues. The Company has not developed comprehensive contingency plans
that will assure that it will not be adversely impacted by such, and the Company
does not intend to prepare such plans.

  As of January 15, 2000, management is not aware of any problems that have
affected the company, its hardware, software or its operations as a result of
any year 2000 issues.

                                       16
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS


  On October 1, 1999, the Company and Coinstar, Inc. agreed to settle all
outstanding litigation between them.  Under the terms of the settlement, the
Company received payment from Coinstar of $600,000 in cash and 30,000 shares of
common stock of Coinstar. The Company granted Coinstar a non-exclusive license
to certain technology related to bulk coin processing and certain other rights.
The parties agreed to dismiss all claims in the suit with prejudice.

  In December 1997, Vindex USA, Inc. filed a complaint against CAS, a subsidiary
of the Company, in the Superior Court of California, Los Angeles County seeking
to recover $40,000, an unspecified amount of commissions and interest accrued
thereon allegedly due it under the terms of a consulting agreement it alleges
was breached by the Company. The Company believes that the complaint is without
merit and is defending this lawsuit.

ITEM 2.   CHANGE IN SECURITIES

  In order to raise funds for working capital and the development of the
Company's E-Commerce Message Management Architecture (EMMA) system, on July 27,
1999, the Company commenced a private offering pursuant to Section 4(2) of the
Securities Act of 1933 and Regulation D.  The Company did not engage any broker
dealer as placement agent and the Company's officers and directors directed the
selling efforts.  In the event that the Company had been assisted by selling
agents it intended to pay commissions of 10% to those eligible to receive them.
The Company was offering up to 52,500 units, each unit comprised of (I) 10
shares of Series A 8% Cumulative Convertible Redeemable Preferred Stock and (II)
5 Series A Common Stock Purchase Warrants.    Each share of the Series A
Preferred Stock is convertible into one share of Common Stock.  The Series A
Warrants are exercisable at $12.00 per share.  The securities in the private
offering were being sold in reliance upon the availability of an exemption from
the registration provisions of the Securities Act of 1933 by virtue of the
Company's intended compliance with the provisions of sections 4(2), 4(6) thereof
and rule 506 adopted by the Securities and Exchange Commission thereunder.  The
securities have neither been registered with, nor approved or disapproved by,
the SEC or by the securities regulatory authority of any state, and neither the
SEC nor any such state authority has passed upon or endorsed the merits of the
offering, and it is not intended that any of them will. The securities may not
be transferred or resold except pursuant to registration under the Securities
Act of 1933 or an exemption therefrom.

  As of November 30, 1999, the Company completed this offering and received
gross proceeds of  $1,122,188. The Company recorded a liability of $7,482 in
September 1999. The Company also paid sales commission of $69,825 in January of
2000. The Company has issued or will issue (I) 118,125 shares of Series A 8%
Cumulative Convertible Redeemable Preferred Stock and (II) 53,809 Series A
Common Stock Purchase Warrants (at $12.00 each).

  In order to raise funds for working capital and the development of EMMA, on
December 31, 1999, the company commenced a private offering pursuant to Section
4(2) of the Securities Act of 1933 and Regulation D. The Company engaged Gunn
Allen Financial, Inc. as placement agent and paid commissions of 10% and
reimbursement of expenses.  Pursuant to this offering up to 60 Units were
offered.  Each Unit consists of (i) a Secured Convertible Promissory Note in the
principal amount of $50,000 convertible into Common Stock at a conversion price
of $9.50 per share and (ii) Series B Redeemable Warrants to purchase an
aggregate of 5,000 Warrant Shares at an exercise price of $13.00 per share. The
securities in the private offering memorandum were sold in reliance upon the
availability

                                       17
<PAGE>

of an exemption from the registration provisions of the Securities Act of 1933
by virtue of the Company's intended compliance with the provisions of sections
4(2), 4(6) thereof and rule 506 adopted by the Securities and Exchange
Commission thereunder. The securities have neither been registered with, nor
approved or disapproved by, the SEC or by the securities regulatory authority of
any state, and neither the SEC nor any such state authority has passed upon or
endorsed the merits of the offering, and it is not intended that any of them
will. The securities may not be transferred or resold except pursuant to
registration under the Securities Act or an exemption therefrom.

  The Company completed the offering on January 5, 2000 and raised approximately
$3,350,000 in gross proceeds. The Company incurred approximately $400,000 in
offering expenses, consisting of legal costs, sales commissions and other
related costs.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

Not Applicable


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

Not Applicable


ITEM 5. OTHER INFORMATION

Effective January 12, 2000, Howard Brand has replaced Robert M. Gielow as Chief
Financial Officer of the Company.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

Exhibit No.      Description
-----------      -----------

27               Article 5 of Regulation S-X

4.3              Form of Series B Redeemable Warrant

(b)   Reports on Form 8-K

None

                                       18
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report on Form 10QSB for the
fiscal quarter ended November 30, 1999, to be signed on its behalf by the
undersigned, thereunto duly authorized the 14th day of January 2000.


CASH TECHNOLOGIES, INC.


By:  /S/ Bruce Korman
________________________________________
Bruce Korman
President and Chief Executive Officer


By:  /S/  Jeff "Aftab" Zahed
________________________________________
Jeff Zahed
Controller
(Principal Accounting Officer)


                                       19