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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB-A

AMENDMENT 1



(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 FEBRUARY 28, 2003



OR



|[_] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
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COMMISSION FILE NUMBER: 001-15783



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CASH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



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



|1434 W. 11TH STREET, 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 [_].



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



On April 10, 2003,
there were 8,138,619 shares of common stock, $ .01 par value, issued and outstanding.



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This Form 10QSB Amendment has been filed to provide additional disclosure regarding the accounting treatment for the
Companys EMMA technology.



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%.



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 original two lines 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 EMMA related revenue to date.



EMMA is designed
to interface with our various e-commerce partners and to seamlessly connect



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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 the expanded number of services that are offered through them, and not otherwise easily accessible. 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.



Over the past fiscal year 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
| | - |  | -----------------------------------------------------

| |  |  | CT Holdings signed its first major marketing agreement with Netkey, Inc. to market BONUS to the banking industry. Pilots with two major institutions are presently being planned and
negotiated.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | A supply agreement was signed with Diebold, Inc. to permit Diebold to distribute our CoinBank machines to its customers and the first order of twenty CoinBank machines under the
Diebold agreement was shipped. The Company continues to ship small quantities of machines to Diebold pending an expected formal product launch by them via their national sales force.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | The Companys first transaction revenue-generating contract was signed with a Banco Popular division for our mobile check cashing application.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | The Company installed the Banco Popular mobile check cashing pilot in December, 2002. The pilot has been successfully concluded and the Company is in final stages of negotiations
with the Banco Popular division to roll out the system to all of their mobile locations.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | The Company has signed a term sheet, to be followed by final documents, for the distribution of CoinBank machines in Europe through NCR Corporation via their equipment supplier.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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.



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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 $227,000 for the nine month period ended February 28, 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 February 28, 2003, the Company amortized an additional $139,942 of capitalized software.



Capitalization of Computer Software Costs



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.



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.



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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.



Commercial Cash Processing



Cash Technologies, Inc. operates a cash processing
facility in Los Angeles, California, where it counts currency purchased in bulk at a small discount from face value. We then sort, wrap and resell the currency to various retail customers at face value plus a small fee or deposit 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 result in a significant reduction in the
Companys gross revenue in the future. As of April 10, 2003 the Company does not have any cash processing customers and, due to our focus on our other businesses, we may choose not to pursue other cash processing customers.



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



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(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.



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RESULTS OF OPERATIONS



THREE MONTHS ENDED FEBRUARY 28, 2003, COMPARED TO THREE MONTHS ENDED FEBRUARY 28, 2002.



Net revenues for the three-month period ended February 28, 2003 decreased slightly to $62,337 compared to $69,823 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.



Cost of revenues for the three-month period ended February 28, 2003, was $44,773 compared to $32,384 for the quarter ended November 30, 2001. The
increase in direct costs was primarily the result of a decrease in the amount of cash processed during the period. Included in cost of revenues is depreciation expense of $962 and $407 for the three months ended February 28, 2003 and 2002,
respectively.



Gross profitfor the three months ended
February 28, 2003 was $17,564 compared to $37,439 for the three months ended February 28, 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 February 28, 2003, increased to $615,591 compared to $539,653 for the three months ended February 28, 2002. These expenses consist primarily of wages (and wage related costs), outside contractor expenses, travel/promotional expenses,
professional services and facilities/office related expenses. The total increase of $75,938 is due to reallocation of resources from research and development to maintenance of the Companys software products. The increase is also consistent to
the total decrease of $63,756 in research and development expenses.



Research and developmentexpenses for the three months ended February 28, 2003 were $60,000, compared to $123,756 for the three months ended February 28, 2003. The decrease was due to the near completion of the EMMA related
applications reallocation of resources from research and development to the maintenance phase.



Depreciation and amortization expenses for the three months ended February 28, 2003, and 2002, were $146,994 and $78,240, respectively. The increase was the result of the amortization of capitalized software
costs of $139,942 during the current quarter compared to $65,989 for the 2002 period.



Interest expense for the three months ended February 28, 2003 and 2002, was $166,069 and $310,494 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 February 28, 2003 and 2002, were $960,530 and $1,014,704 respectively.



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NINE MONTHS ENDED FEBRUARY 28, 2003 COMPARED TO NINE MONTHS ENDED FEBRUARY 28, 2002.



Net revenues for the nine-month period ended February 28, 2003
increased to $295,200 compared to $259,142 for the 2002 period. The increase in net revenue was primarily attributable to the increase in the amount of CoinBank machines sold offset by 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.



Cost of revenues for the nine-month period ended February 28, 2003,
was $216,623 compared to $171,895 for the period ended February 28, 2003. The increase in direct costs was primarily the result of an increase in the cost of coin machines sold. Included in cost of revenues is depreciation expense of $2,884 and
$9,554 for the nine months ended February 28, 2003 and 2002, respectively.



Gross profitfor the nine months ended February 28, 2003 was $78,577 compared to $87,247 for the nine months ended February 28, 2003. The decrease in gross profit was directly related to the increase in the
cost of coin machines sold



Selling, General and
Administrative expenses for the nine months ended February 28, 2003, increased to $1,934,450 compared to $1,628,112 for the nine months ended February 28, 2002. These expenses consist primarily of wages (and wage related costs), outside
contractor expenses, travel/promotional expenses, professional services and facilities/office related expenses. The increase was primarily attributable to capitalization of software development costs during the 2002 period while amortization of
capitalized software being recognized in the 2003 period. During the nine-month period ended February 28, 2002, $408,787 in software development costs was capitalized compared to zero for the same period in 2003.



Research and developmentexpenses for the nine months ended February
28, 2003, were $227,000, compared to $123,756 for the period ended February 28, 2002. The increase was primarily attributable to capitalization of software development costs during the 2002 period.



Depreciation and amortization expenses for the nine months ended
February 28, 2003, and 2002, were $441,705 and $128,507, respectively. The increase was the result of the amortization of capitalized software costs of $419,826 during the current quarter compared to $65,989 for the 2002 period.



Interest expense for the nine months ended February 28, 2003 and 2002,
was $582,763 and $865,712, 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 nine months ended February 28, 2003 and 2002, were $3,085,382 and $2,558,840 respectively.



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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 February 28, 2003, the Company had a working capital deficit of $11,968,464 compared to a working capital deficit of $10,272,401 for the same quarter in 2002. The large variance is due to the
reclassification of long-term convertible debt of $29,26,722 into short-term in the current period. At April 1, 2003, the Company had a cash balance of approximately $85,000. 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 January 1, 2003 the Company does not have any cash processing customers.



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 20 machines under this relationship were shipped in August 2002 and an additional 6 in since that time. The Company believes that this relationship could result in significant revenues over the next 12-month
period. The gross proceeds of this sale are approximately $190,000, although there can be no assurance of future sales.



In August 2002, we signed an agreement with Popular Cash Express, Inc. (PCE), a unit of Banco Popular parent Popular, Inc., to install its
EMMA MFS (Mobile Financial Services) system on PCEs mobile check cashing trucks. Under
the agreement, PCE is responsible for installation and hardware costs and a per-transaction fee to Cash Tech for each check processed. The agreement provides for the parties to share the cost of a 120-day pilot, the successful conclusion of which
would be followed by a rollout to PCEs fleet of sixty (60) check cashing trucks in the Los Angeles area. In December 2002 the Company installed EMMA MFS on the first PCE truck. During the quarter ended February 28, 2003, the Company processed
402 transactions and derived gross revenues of $101. To date the Company has processed approximately 4,500 transactions.



The Companys independent certified public accountant included an explanatory paragraph in its report for the year ended May 31, 2002, 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 $1,098,032 for the nine months
ended February 28, 2003 compared to $1,106,170 for the nine months ended February 28, 2002. The total increase of $8,138 in net cash used by operating activities, during the 2003 period was primarily due to a decrease in non-cash deemed interest
expense of $270,834, depreciation expense of $47,307 and accrued interest $141,840, offset by the increase in amortization of capitalized software of $353,838, accounts payables of $289,345 and accrued expenses of $253,683.



Net cash used in investing activities was $969 for the nine months ended
February 28, 2003, as compared to $410,989 for the nine months ended February 28, 2002. The decrease in net cash used in investing activities was primarily attributable to capitalized software costs of $408,787 in 2002.



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Net cash provided by financing activities for the nine months ended February 28, 2003, was $1,056,931 as
compared to net cash provided by financing activities of $2,212,940 for the nine months ended February 28, 2002. The decrease in net cash provided by financing activities for the 2003 period was primarily attributable to decreases in proceeds from
the issuance of preferred stock of $775,500 and proceeds from sale of common stock of $389,017 offset by increases in net proceeds from exercise of common stock warrants of $100,000.



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 $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. As of February 28, 2003 we owed $3,895,188, which includes the principal, financing fees
and unpaid interest.



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 are 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 are 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. As of February 28, 2003 the Company has restructured $2,587,000 of the notes, representing thirty-five (35) of the forty-eight (48) noteholders, or approximately 77% of the total dollar amount of notes outstanding. The Company is engaged
in discussions with the remaining thirteen (13) noteholders to finalize modifications of their notes. As part of the restructuring process the Company reclassified $339,722 of



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interest accrued as part of the reissued notes. There can be no assurance we will be successful in restructuring these
remaining notes. As of February 28, 2003 the Company has accrued an additional $558,651 in interest payable on the notes. The Company has recognized a deemed dividends expense of $273,904 in conjunction with this restructuring.



In June 2002, in a private transaction under Section 4(2) of the Securities
Act of 1933, as amended, sold 1 unit at an aggregate of $50,000 of its securities to 1 foreign investor. Each unit comprised of (i) 33,333 shares of Common Stock and (ii); 5,000 common stock purchase warrants. The warrants have an exercise price of
$2.00 per share and are exercisable for five years. A deemed dividend benefit of $4,855 was recognized in conjunction with this placement.



In June 2002, the Company issued 60,400 shares of the Companys common stock and 50,400 common stock warrants with an exercise price of $2.00 and a
five (5) year life to a consultant in lieu of cash payment. The Company recorded a compensation expense charge of $90,600 as well as a beneficial conversion feature of $50,291.



In June 2002, the Company issued 55,000 shares of the Companys common stock to one of its developers in lieu of cash
payment for services rendered. The shares of common stock were valued at $1.36 per share.



In October 2002, 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 $250,000 of its securities to a shareholder. The unit comprised of (i)
312,500 shares of Common Stock and (ii); 150,000 common stock purchase warrants. The warrants have an exercise price of $0.95 per share and are exercisable for five years. A deemed dividend expense of $23,055 was recognized in conjunction with this
placement.



During the quarter ended November 30, 2002,
shareholders converted 20,000 shares of Series B and 10,500 of Series A Redeemable Preferred Stock for 30,500 shares of the Companys Common Stock.



During the quarter ended November 30, 2002, the Company received $100,000 from a Series D warrant holder to exercise 200,000 warrants into 200,000 shares
of the Companys common stock.



During the quarter
ended November 30, 2002, the Company received an additional $45,000 from 3 of its shareholders for an equity share in the Companys subsidiary of CT Holdings, LLC. As of November 30, 2002 the Company has received $413,000 in net proceeds and
the shareholders own 13.35% while the Company owns 86.65% of CT Holdings, LLC. The proceeds from this have been used to further develop the BONUS product for CT holdings, LLC as well as working capital for CT holdings, LLC and Cash Technologies,
Inc.



In January 2003, in a private transaction under Section
4(2) of the Securities Act of 1933, as amended, the Company sold 272,473 shares of the Companys Common Stock to five (5) shareholders. The Company received gross proceeds of $163,483 for a purchase price of $0.60 per share. There were no
warrants awarded in relation to this transaction.



On February
28, 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 $200,000 of its securities to a shareholder. The unit comprised of (i) 344,828 shares of Common Stock and
(ii); 195,172 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 $106,814 was recognized in conjunction with this placement.



On February 28, 2003, in a private transaction under Section 4(2) of the
Securities Act of 1933, as



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amended, the Company sold 1 unit at an aggregate of $300,000 of its securities to a shareholder. The unit comprised of
(i) 517,241 shares of Common Stock and (ii); 292,759 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 $160,219 was recognized in conjunction with
this placement.



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 February 28, 2003 the Company has accrued $14,375 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 February 28, 2003, the Company has outstanding short-term loans of an aggregate principal amount of $98,448 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 February 28, 2003, the Company had $113,039 in
arrears in salary to Mr. Korman.



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 February 28, 2003, to be signed on its behalf by the undersigned, thereunto duly authorized the 26th day of June 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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Annex A



CERTIFICATIONS*



I, Bruce Korman, Chief Executive Officer, certify that:



1. I have reviewed this quarterly report on Form 10-QSB-A for the period ended February 28, 2003, of Cash Technologies, Inc.;



2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;



4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d- 14) for the registrant and have:



a) designed such disclosure
controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being
prepared;



b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and



6. The registrants other certifying officers and I have indicated in this quarterly report
whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.



13



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Date: June 26, 2003



/s/ Bruce Korman.

Bruce Korman

Chief Executive Officer



14



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CERTIFICATIONS*



I, Edmund King, Chief Financial Officer, certify that:



1. I have reviewed this quarterly report on Form 10-QSB-A for the period ended February 28, 2003, of Cash Technologies, Inc.;



2. Based on my knowledge, this quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3. Based on my knowledge, the financial statements, and other financial information included
in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;



4. The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d- 14) for the registrant and have:



a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this annual report is being prepared;



b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
Evaluation Date); and



c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants
board of directors (or persons performing the equivalent functions):



a) all
significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material
weaknesses in internal controls; and



b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrants internal controls; and



6. The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



15



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Date: June 26, 2003



/s/ Edmund King                 .

Edmund King

Chief Financial Officer



16