UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  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 SIX MONTH PERIOD ENDED NOVEMBER 30, 2004

OR

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

                        COMMISSION FILE NUMBER: 001-15783
                            ------------------------

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

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

  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)

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

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, 2004,  there were  15,167,185  shares of common stock,  $ .01 par
value per share, issued and outstanding.


                                       1
<PAGE>

                             CASH TECHNOLOGIES, INC.
                                   FORM 10-QSB

                                      INDEX

<TABLE>
<CAPTION>
                                                                                PAGE NO.
<S>                                                                                <C>
PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements:

           Consolidated Balance Sheet as of November 30, 2004 (unaudited) and
           May 31, 2004 ........................................................    4

           Consolidated Statements of Operations for the three and
           six-month periods ended November 30, 2004 and November 30,
           2003 (unaudited) ....................................................    5

           Consolidated Statements of Cash Flows for the three and
           six-month periods Ended November 30, 2004 and November 30,
           2003 (unaudited) ....................................................    6

           Notes to Consolidated Financial Statements for the three and
           six-month periods ended November 30, 2004 and November 30,
           2003 (unaudited) ....................................................    7

SIGNATURES .....................................................................   21
</TABLE>


                                       2
<PAGE>

EXPLANATORY NOTE REGARDING AMENDMENT NO. 1

      This  Amendment  No. 1 on Form  10-QSB/A  hereby amends the Form 10-QSB of
Cash Technologies, Inc. (the "Company") for the quarter ended November 30, 2004,
as  originally  filed with the  Securities  and Exchange  Commission  ("SEC") on
January 19, 2005 (the "Original Filing"). This Amendment was required to correct
Note 10 to include pro forma  financial  statements for Tomco Auto Products.  No
changes  have been made to financial  statements  or to any other notes from the
original  filing.  This report speaks as of the original filing date and, except
as indicated, has not been updated to reflect events occurring subsequent to the
original filing date.


                                       3
<PAGE>

PART I

ITEM 1. FINANCIAL STATEMENTS

                             CASH TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                   NOVEMBER 30,       MAY 31,
                                                        2004           2004
                                                   ------------    ------------
                                                    (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                          $      8,849    $     20,951
Accounts receivable                                   1,846,897           2,383
Prepaid expenses and other current assets               370,712           4,000
Other receivable                                         46,265          28,035
Inventory (net)                                       8,606,066              --
                                                   ------------    ------------

Total Current Assets                                 10,878,789          55,369

CoinBank machines held for sale                         661,505         675,439

PROPERTY AND EQUIPMENT (net)                             34,230          30,104

CAPITALIZED SOFTWARE COSTS  (Note 1)                  1,166,184       1,446,068

OTHER ASSETS                                            743,821          93,822
                                                   ------------    ------------

TOTAL ASSETS                                       $ 13,484,529    $  2,300,802
                                                   ============    ============


LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Current maturities of Notes Payable  (Note 4)      $  6,544,381    $  4,676,797
Due to Officers and Directors (Note 4)                  408,915           9,415
Convertible debt (Note 5)                               785,417         751,566
Due to Shareholders (Note 5)                            270,588          70,250
Accounts payable                                      2,653,183       1,210,382
Accrued liabilities                                   2,167,966       1,482,072
Dividend payable                                      1,377,339       1,209,281
                                                   ------------    ------------

Total Current Liabilities                            14,207,789       9,409,763

Long-Term Notes Payable  (Note 6)
Long-Term Convertible Debt  (Note 6)                         --              --
                                                   ------------    ------------

TOTAL LIABILITIES                                    14,207,789       9,409,763
                                                   ------------    ------------

COMMITMENTS & CONTINGENCIES (Note 2)                         --              --

MINORITY INTEREST                                       604,897         (23,200)
                                                   ------------    ------------

STOCKHOLDERS' DEFICIENCY:  (Note 3)

Cumulative Redeemable Preferred Stock                 2,703,188       1,883,688

Common Stock                                            151,232         143,669

Additional Paid-In-Capital                           31,782,797      30,292,720
Accumulated Deficit                                 (35,965,374)    (39,405,838)
                                                   ------------    ------------

Total stockholders' deficiency                       (1,328,157)     (7,085,761)
                                                   ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY     $ 13,484,529    $  2,300,802
                                                   ============    ============

                 See notes to consolidated financial statements


                                       4
<PAGE>

                             CASH TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 FOR THREE MONTHS                    FOR SIX MONTHS
                                                                ENDED NOVEMBER 30,                 ENDED NOVEMBER 30,
                                                              2004             2003               2004             2003
                                                         ------------------------------      ------------------------------
                                                          (Unaudited)                         (Unaudited)
<S>                                                      <C>               <C>               <C>               <C>
NET REVENUES                                             $    549,466      $     15,000      $    564,230      $     86,525
COST OF REVENUES                                              397,799             2,358           410,924            34,048
                                                         ------------------------------      ------------------------------

GROSS PROFIT (LOSS)                                           151,667            12,642           153,306            52,477

SELLING, GENERAL, & ADMINISTRATIVE EXPENSE                    930,237           667,713         1,605,502         1,352,390
RESEARCH & DEVELOPMENT EXPENSE                                 45,000            30,000            90,000            60,000
DEPRECIATION & AMORTIZATION EXPENSE                           140,861           141,145           281,504           282,290
                                                         ------------------------------      ------------------------------

OPERATING LOSS                                               (964,431)         (826,216)       (1,823,700)       (1,642,203)

INCOME FROM FORGIVENESS OF DEBT                              (438,513)               --          (438,513)               --
INTEREST EXPENSE                                              124,476           118,584           221,621           295,636
                                                         ------------------------------      ------------------------------

INCOME (LOSS) BEFORE INCOME TAXES                            (650,394)         (944,800)       (1,606,808)       (1,937,839)
INCOME TAXES                                                       --                --                --                --
                                                         ------------------------------      ------------------------------

Minority Interest                                        $    (18,550)     $    (10,399)     $    (31,899)     $    (21,099)
                                                         ------------      ------------      ------------      ------------

Net Income (Loss) Before Extraordinary Gain              $   (631,844)     $   (934,401)     $ (1,574,909)     $ (1,916,740)
                                                         ------------      ------------      ------------      ------------

Extraordinary Gain                                       $  5,999,951      $         --      $  5,999,951

Minority Interest - Extraordinary Gain                   $    659,995      $         --      $    659,995

NET INCOME (LOSS)                                        $  4,708,112      $   (934,401)     $  3,765,047      $ (1,916,740)
                                                         ==============================      ==============================

Dividends & deemed dividends                             $    240,554      $    111,141      $    324,583      $    302,555

Net loss allocable to common
shareholders                                             $  4,467,558      $ (1,045,542)     $  3,440,464      $ (2,219,295)

Basic and diluted net income (loss) per share before
extraordinary income                                     $      (0.04)     $      (0.10)     $      (0.10)     $      (0.22)

Basic and diluted net income (loss) per share for
extraordinary income                                     $       0.35                --      $       0.35                --

Basic and diluted net income (loss) per share            $       0.31      $      (0.12)     $       0.23      $      (0.25)

Basic and diluted weighted average
shares of common stock outstanding                         15,114,187         8,904,995        15,114,187         8,904,995
                                                         ==============================      ==============================
</TABLE>

                 See notes to consolidated financial statements.


                                       5
<PAGE>

                    CASH TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                FOR THE SIX MONTHS ENDED NOVEMBER 30,
                                                                      2004                  2003
                                                                 ------------          ------------
<S>                                                              <C>                   <C>
OPERATING ACTIVITIES:
Net loss                                                         $  3,765,047          $ (1,916,740)
Adjustments to reconcile net loss to net cash used by
operating activities:

Extraordinary Gain                                                 (5,999,951)                   --
Minority interest                                                     628,097               (21,099)
Amortization of capitalized software                                  279,885               279,884
Noncash compensation expense                                               --               258,209
Income on forgiveness of debt                                        (438,513)                   --
Depreciation expense                                                    1,620                 2,406

Changes in operating assets and liabilities:

Account receivable                                                    (22,913)                  101
CoinBank machines held for sale                                        13,934                27,867
Prepaid expenses and other current assets                               5,655                 4,057
Inventory                                                            (135,841)                   --
Other assets                                                               --                (3,240)
Accounts payable                                                      (43,785)             (217,590)
Accrued interest                                                      221,621               256,671
Accrued expenses and other current liabilities                         80,386               321,926
                                                                 ------------          ------------

Net cash used in operating activities                              (1,644,758)           (1,007,548)
                                                                 ------------          ------------

INVESTING ACTIVITIES:

Investment in subsidiary                                             (650,000)                   --
Purchase of property and equipment                                     (5,746)                   --
                                                                 ------------          ------------

Net cash provided by (used in) investing activities                  (655,746)                   --
                                                                 ------------          ------------

FINANCING ACTIVITIES:

Bank overdraft                                                             --                    --
Proceeds from conversion of warrants                                  188,615               235,910
Proceeds from short-term debt                                         889,916                    --
Proceeds from common stock of subsidiary                                   --                    --
Repayments on short-term debt                                        (228,694)                   --
Proceeds on sale of preferred stock                                   832,000
Proceeds from sale of common stock                                    490,000               799,705
                                                                 ------------          ------------

Net cash provided by financing activities                           2,171,837             1,035,615
                                                                 ------------          ------------

CHANGE IN CASH AND CASH EQUIVALENTS                                  (128,667)               28,067

Cash and Cash Equivalents, Beginning of Period                        137,516                 1,874
                                                                 ------------          ------------

Cash and Cash Equivalents, End of Period                         $      8,849          $     29,941
                                                                 ============          ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     Income taxes                                                $         --          $         --


SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS

     Conversion of preferred stock into common stock             $     12,500          $         --
     Conversion of convertible debt into common stock            $         --          $  3,606,695
     Issuance of common stock for services performed             $         --          $    317,474
     Dividends declared on preferred stock                       $    168,058          $    168,057
     Dividends paid on preferred stock with common stock         $         --          $     18,000
     Deemed dividend on warrants issued                          $    156,525          $    302,505
     Conversion of shareholder warrants                          $    188,615          $    235,910

     Total assets purchased                                      $ 10,798,988          $         --
     Total liabilities assumed                                   $  2,299,037          $         --
                                                                 ------------
     Net assets purchased                                        $  8,499,951          $         --
     Bank debt assumed                                           $ (1,600,000)         $         --
     Loan assumed                                                $   (250,000)         $         --
     Cash paid as investment in subsidiary                       $   (650,000)         $         --
                                                                 ------------
     Extrodinary gain                                            $  5,999,951          $         --
                                                                 ============
</TABLE>

                 See notes to consolidated financial statements


                                       6
<PAGE>

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

NOTE 1: GENERAL

GOING CONCERN:

      We have prepared the financial  statements  included in this Form 10-QSB/A
assuming  that we will  continue  as a going  concern.  Although  we have raised
additional capital since our initial public offering in July 1998, we have never
generated  sufficient  revenue-producing  activity  to sustain  our  operations.
Accordingly, we must raise significant capital to fund current operations and to
repay  existing  debt.  Our auditors have included an  explanatory  paragraph in
their report for the year ended May 31, 2004,  indicating  there is  substantial
doubt  regarding our ability to continue as a going  concern.  The  accompanying
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of any uncertainty.

PRESENTATION OF INTERIM INFORMATION:

      In the opinion of the management of Cash  Technologies,  Inc. ("Cash Tech"
or the "Company"),  the accompanying  unaudited condensed consolidated financial
statements include all normal adjustments considered necessary to present fairly
the financial  position as of November 30, 2004 and the results of operation and
cash  flows for the three and six month  periods  ended  November  30,  2004 and
November 30, 2003. 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/A.  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,  2004,
filed  with the SEC.  The  results  of  operations  for the three and six months
period ended November 30, 2004, are not necessarily indicative of the results to
be expected for any subsequent quarter or for the entire fiscal year.

      In  December  of  1997,  we  filed a  patent  application  describing  our
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 we refer to as 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.

      Technological   feasibility   was  achieved  in  September  of  1999,  and
commencing October 1, 1999 all expenses related to EMMA software development had
been  capitalized.  As of December 31, 2001,  we had  capitalized  $2,771,536 in
development and related costs. The EMMA product was available for release to the
public in January  2002 thus all  development  costs  since  have been  expensed
including $45,000 for the three month period ended November 30, 2004.


                                       7
<PAGE>

      Amortization  of the  capitalized  software  commenced on January 1, 2002.
Amortization  had been calculated over a seven 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 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  November  30,  2004,  we  amortized  an  additional  $139,942 of
capitalized software.

      In connection with the development of our EMMA software, during the period
ended  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 we 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.

      The first issue 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  EFT
network transactions,  the software being developed has to be certifiable by one
of the major  authorized EFT networks (such as Star,  MAC, etc.) for interfacing
with the global EFT  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 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 similar software from scratch.  A  per-transaction  license
fee will be paid by us to the third  party  when the  system  starts  generating
transactions,  thereby further reducing  development  costs.  Certification  was
obtained in August of 1999 and the EMMA software was then deemed feasible.

COSTS BEFORE VS. AFTER FEASIBILITY

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


                                       8
<PAGE>

      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,  wherein 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. We have
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) 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 we used, or the working model approach,  under paragraph
4(b) of SFAS 86, and these  factors  should be  considered  when  reviewing  our
financial statements.

NOTE 2. COMMITMENTS AND CONTINGENCIES

      Shaw's  Supermarkets has filed a lawsuit,  captioned Shaw's  Supermarkets,
Inc. v. Cash Technologies,  Inc., CoinBank Automated Systems Inc. (United States
District  Court,  District  of  Massachusetts),  against us  claiming  breach of
contract and damages.  We operated  CoinBank machines in Shaw's locations in New
England on a  free-placement  basis since June, 1999 and had been  negotiating a
settlement  and  termination  agreement  with Shaw's to  terminate  the CoinBank
machine placements in light of our decision to exit the free placement business.
Shaw's was claiming damages in excess of $100,000, for contract termination fees
and reimbursements.  As of May 31, 2004, we had accrued  approximately  $109,000
for this liability along with fees and expenses. Furthermore, we had significant
claims against Shaw's for damages to the machines.  In September,  2004,  Shaw's
and Cash  Technologies,  Inc.  agreed to settle  this  litigation  with  mutual,
general  releases  and without  any  exchange  of money.  Therefore  the accrued
liability has been removed from our balance sheet in the current quarter.


                                       9
<PAGE>

      In June, 2002 we were notified that a vendor,  Kiosk Information  Systems,
Inc. ("KIS"), had obtained a judgment against us for $129,567 allegedly owed for
services  rendered in 1999,  plus interest and attorneys  fees. Upon learning of
the  judgment,  we  notified  KIS that we have never been  served with a lawsuit
related to this matter and were unaware of the  existence of the case. As of May
31, 2004, we had an accrued liability of $138,000 for this lawsuit. We had filed
a  petition  to  vacate  the  judgment,  but in  December,  2004,  KIS and  Cash
Technologies,  Inc.  agreed to a settlement  in which we paid KIS  $50,000.  The
balance of the accrued  liability  of $88,000 will be written off in the quarter
ending February 28, 2005.

      In February 2003 Samson Consulting Corp. was hired, inter alia, to provide
consulting  services and arrange financing for us. The term of the agreement was
12 months at a monthly cost of $50,000 or an  equivalent  value in shares of our
stock;  either party had the right to terminate  after one month for any reason.
Shortly thereafter, we terminated the agreement for Samson's failure to perform.
In July 2004,  Samson initiated  arbitration in New York State claiming that the
agreement was wrongfully  terminated and that Samson is owed damages. We believe
that  Samson  is owed  nothing.  Nevertheless,  there  is no  assurance  that an
arbitrator will not award Samson fees for the period prior to the termination of
the  agreement  or for the entire  one-year  term.  In any  event,  we may incur
significant costs of litigation.

      In 2001 we delivered stock certificates  representing 700,000 shares to an
escrow agent as collateral  for a loan. The loan was never  consummated,  and in
May 2001 we notified the  transfer  agent to cancel the shares.  Thereafter  the
escrow  agent,  an  attorney,  passed away and we were never able to recover the
certificates.  In  August,  2004  it  came to our  attention  that a  party  was
attempting to transfer 450,000 of the 700,000 shares. We immediately initiated a
lawsuit in New York to prevent the transfer of the shares and have them retired.
In December,  2004, we reached a tentative  settlement in which the shares would
be returned to us without any  exchange  of money,  pending  execution  of final
settlement  documentation.  We intend to  similarly  pursue the  recovery of the
remaining  250,000  shares,  however  in the  event  that we  cannot  achieve  a
satisfactory outcome in such effort, or in the event that the pending settlement
is not consummated for any reason, some or all of these shares may be treated as
outstanding and our Stockholders' Deficiency line item would have to be adjusted
to reflect such additional shares.

NOTE 3: STOCKHOLDERS EQUITY

      In fiscal quarter ended November 30, 2004, in a private  transaction under
Section 4(2) of the  Securities  Act of 1933,  as amended,  we sold 50 shares of
preferred  stock for gross  proceeds  of $50,000.  We also issued  10,000 of our
common stock purchase warrants with an exercise price of $2.50 and an additional
15,000 with an exercise price of $3.50. All common stock purchase  warrants have
an exercise life of 5 years and there was no beneficial conversion recognized in
conjunction with this transaction.

      In the fiscal  quarter ended  November 30, 2004,  in private  transactions
under Section 4(2) of the Securities  Act of 1933, as amended,  the Company sold
456,206 shares of the Company's Common Stock for gross proceeds of $490,000.  In
addition the Company issued  235,263 5 year Common Stock purchase  warrants with
exercise prices ranging from $2.00 to $3.00.

      In the fiscal  quarter  ended  November  30, 2004  shareholders  exercised
279,862 Common Stock purchase  warrants and the Company  received gross proceeds
of $188,615.


                                       10
<PAGE>

      On November 5, 2004 the Company's majority owned subsidiary, TAP Holdings,
LLC acquired  certain assets and liabilities of Tomco Auto Products,  Inc. for a
purchase  price  of  $2,500,000,  less  certain  adjustments,  paid as  follows:
$650,000  in  cash  and  the   remainder   from  an  asset  based  credit  line,
seller-carried financing and assumption of certain liabilities. The total assets
purchased had an  approximate  book value of $11,001,478 a majority of which was
inventory,  valued at $9,650,225.  The difference  between the net inventory and
the  purchase  price  resulted  in an  extraordinary  gain  to  the  Company  of
$5,999,951.

      Stockholders'  Equity  is based on  11,852,895  and  15,114,187  shares of
common  stock being  outstanding  as of November 30, 2003 and November 30, 2004,
respectively.  In the  event  that  up to  700,000  shares,  issued  in  2001 as
collateral  for a loan  that  was not  obtained  (see  Note 2:  Commitments  and
Contingencies,  above)  are  determined  to be  outstanding,  the  Stockholders'
Deficiency  line item  would have to be  adjusted  to  reflect  such  additional
shares.

NOTE 4: RELATED PARTY TRANSACTIONS

      As of  November  30,  2004,  we have  outstanding  short-term  loans of an
aggregate  principal  amount of $408,915 from Bruce Korman (and related parties)
who is this  company's  Chief  Executive  Officer  and  Chairman of the Board of
Directors.  The loans are short term interest bearing loans and are payable upon
demand. Furthermore, as of November 30, 2004, we were in arrears of $323,802 for
the salary to Mr.  Korman and we owed $68,578 in accrued rent for our offices to
a company in which Mr. Korman has a beneficial interest.

      As of November 30,  2004,  we were in arrears in the amount of $72,553 for
salary to Mr.  Darryl  Bergman.  Mr.  Bergman  serves  as our  Chief  Technology
Officer.

NOTE 5: SHORT-TERM DEBT

      In 1997, we entered into a credit agreement with G.E. Capital  Corporation
("G.E.")  pursuant to which we borrowed  $5,500,000 for the purchase of CoinBank
component  equipment,   working  capital  and  general  corporate  purposes.  In
September,  2000, due to our inability to repay G.E. on the original  terms,  we
restructured the loan through the first of several loan modifications.  The most
recent   modification,   which  shall   expire  in  November,   2005,   requires
interest-only payments at a rate of 9.5% and the entire unpaid balance is due at
maturity.  As of November  30,  2004,  we owed  $3,946,517,  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 were secured by a first priority lien on all
of our assets.


                                       11
<PAGE>

      Since July 31, 2001, some of the notes have been in default, and some have
been restructured.  Under the restructuring, the notes were extended for two (2)
years to July 2003, the noteholders  agreed to surrender all old warrants priced
at $13.50  per share to receive 2  replacement  warrants  for every old  warrant
surrendered.  The new warrants were vested  immediately,  have a life of 5 years
and were  exercisable at $1.35 through  December 31, 2001, $2.20 through January
15,  2002 and $4.50  thereafter.  In August,  2003,  the  Company  proposed  the
conversion to equity of the secured  convertible  debt to the  noteholders.  The
proposed terms included  reducing the conversion price of the notes to $2.50 per
share and the exercise price of the warrants to $0.65.

      During  the  fiscal  year  ended May 31,  2004,  noteholders  representing
$3,774,049 of principal and  interest,  approximately  83% of the total value of
notes,  converted their notes into 1,510,814 shares of our common stock at $2.50
per share. We are in discussions with the remaining noteholders.  As of November
30,  2004,  we still owed  $785,417 in principal  and interest to the  remaining
noteholders.

      In May 2003 we  completed  a private  placement  offering  with one of our
stockholders   consisting  of  convertible  notes  and  warrants.  The  offering
consisted of an unsecured convertible promissory note in the principal amount of
$50,000, bearing interest at the rate of 5% per annum and redeemable warrants to
purchase 100,000 shares of common stock. The note is convertible into our common
stock at the conversion rate of $0.50 per share. The Warrants are exercisable at
a price of $1.00 per share. We also reduced the exercise price of 8,000 Series C
warrants owned by the stockholder from $2.50 to $0.25 per share. The note is due
and payable on May 2, 2008.

      In May 2003 we  completed  a private  placement  offering  with one of our
stockholders   consisting  of  convertible  notes  and  warrants.  The  offering
consisted of an unsecured convertible promissory note in the principal amount of
$20,750, bearing interest at the rate of 5% per annum and redeemable warrants to
purchase 30,000 shares of common stock.  The note is convertible into our common
stock at the conversion rate of $0.50 per share. The Warrants are exercisable at
a price of $0.65 per share.  We also reduced the exercise price of 45,000 Series
B warrants  owned by the  stockholder  from $4.50 to $0.65 per share  which were
converted  immediately for gross proceeds to us of $29,250.  The note is due and
payable on May 8, 2008.

      We  obtained  loans of  $68,000 in the  fiscal  year  ended May 31,  2002,
$342,700  during the  fiscal  year ended May 31,  2003 and  $400,000  during the
quarter  ended  November 30, 2004 from Bruce  Korman who is our Chief  Executive
Officer and Chairman of our Board of Directors.  The loans were short-term loans
and as of November 30, 2004 $408,915 is outstanding and currently payable to Mr.
Korman.

      The Company's  subsidiary TAP Holdings,  LLC which owns and operates Tomco
auto products has an asset based equity line with a revolving  credit line which
was partially used for the  acquisition of Tomco Auto Products and for operating
cashflow.  On November 30, 2004 the balance for the above mentioned  equity line
was  approximately  $1,890,078.  The equity line is based upon the inventory and
receivables of the Company.

NOTE 6: LONG-TERM DEBT

      NONE


                                       12
<PAGE>

NOTE 7: STOCK BASED COMPENSATION

      All stock options issued to employees have an exercise price not less than
the  fair  market  value  of our  common  stock  on the  date of  grant,  and in
accounting  for such options  utilizing the  intrinsic  value method there is no
related  compensation  expense  recorded  in our  financial  statements.  If the
compensation  had been  determined  based on the fair market  value of the stock
option on their dates of grant in accordance with SFAS 123 and SFAS 148, our net
loss and loss per share for the three and six month periods  ended  November 30,
2004 and November 30, 2003,  would have been  increased to the pro forma amounts
presented below:

<TABLE>
<CAPTION>
                                           FOR THREE MONTHS                     FOR SIX MONTHS
                                           ENDED NOVEMBER 30,                  ENDED NOVEMBER 30,
                                         2004             2003              2004             2003
                                       --------------------------         --------------------------

Net Income (Loss)

<S>                                    <C>               <C>              <C>             <C>
     As Reported                       4,708,112         (934,401)        3,765,047       (1,916,740)

     Pro Forma                         4,467,558       (1,045,542)        3,440,464       (2,219,295)

Basic and Diluted Income (loss)
Per Common Share

     As Reported                            0.30            (0.17)             0.25            (0.22)

     Pro Forma                              0.31            (0.21)             0.23            (0.25)
</TABLE>

      For the six month period ended November 30, 2004, the fair value of option
grants  is  estimated  on  the  date  of  grant   utilizing  the   Black-Scholes
option-pricing  model with the weighted  average  assumption for options granted
during 1999-2004, expected life of the option is 5 years, expected volatility of
38%,  risk free  interest  rate of 3.46% and a 0% dividend  yield.  The weighted
average fair value at the grant date for such option is $5.38 per option.

      For the six month period ended November 30, 2003, the fair value of option
grants  is  estimated  on  the  date  of  grant   utilizing  the   Black-Scholes
option-pricing  model with the weighted  average  assumption for options granted
during 1998-2003, expected life of the option is 5 years, expected volatility of
51%,  risk free  interest  rate of 3.31% and a 0% dividend  yield.  The weighted
average fair value at the grant date for such option is $5.38 per option.

NOTE 8: SEGMENT REPORTING

      We  operate  through  four  business  segments:  CoinBank  machine-related
activities,  EMMA-related  activities,  Heuristic  Technologies,  Inc.  and  TAP
Holdings,  LLC  (aka  "Tomco").  We sell  CoinBank  self-service  coin  counting
machines through existing equipment  distribution channels. Our EMMA transaction
processing system has not yet been deployed and all current software development
costs are being expensed.


                                       13
<PAGE>

      Information on our business segments for the:

<TABLE>
<CAPTION>
                                    Three Months ended                  Six Months ended
                                        November 30,                      November 30,

Net revenues:                       2004             2003             2004             2003
                                -----------      -----------      -----------      -----------
<S>                              <C>               <C>             <C>               <C>
  CoinBank machines                   9,058               --           23,822           46,525

  EMMA                                   --                                             25,000

  Heuristic                              --               --               --               --

  Tomco                             540,408               --          540,408

  Unallocated                            --           15,000               --           15,000
                                -----------      -----------      -----------      -----------

                                    549,466           15,000          564,230           86,525
                                ===========      ===========      ===========      ===========

Interest expense:

  CoinBank machines                   2,336            2,336            4,671            4,671

  EMMA                                   --               --               --               --

  Heuristic                              --                                --               --

  Tomco                              24,228                            24,228               --

  Unallocated                        97,912          116,284          192,722          290,965
                                -----------      -----------      -----------      -----------

                                    124,476          118,620          221,621          295,636
                                ===========      ===========      ===========      ===========

Depreciation& Amortization:

  CoinBank machines                      --               --               --               --

  EMMA                              139,942          139,942          279,884          279,884

  Heuristic                                                                                 --

  Tomco                                                                                     --

  Unallocated                           919            1,203            1,620            2,407
                                -----------      -----------      -----------      -----------

                                    140,861          141,145          281,504          282,291
                                ===========      ===========      ===========      ===========

Segment Income (loss):

  CoinBank machines                  50,186          (73,139)         (32,068)        (126,702)

  EMMA                                   --               --               --               --

  Heuristic                         (64,303)                         (174,219)

  Tomco                            (106,765)                         (106,765)

  Unallocated                     4,828,994         (861,262)       4,078,099       (1,790,038)
                                -----------      -----------      -----------      -----------

                                  4,708,112         (934,401)       3,765,047       (1,916,740)
                                ===========      ===========      ===========      ===========


                                       14
<PAGE>

Net identifiable assets:

  CoinBank machines                 661,505          834,223          661,505          834,223

  EMMA                            1,166,184        1,725,952        1,166,184        1,725,952

  Heuristic                              --               --               --               --

  Tomco                          10,837,905               --       10,837,905               --

  Unallocated                       818,935          159,431          818,935          159,431
                                -----------      -----------      -----------      -----------

                                 13,484,529        2,719,606       13,484,529        2,719,606
                                ===========      ===========      ===========      ===========
</TABLE>

NOTE 9: MINORITY INTEREST

      The Company owns a subsidiary named CT Holdings, LLC of which shareholders
own 13.65% and the Company  owns 86.35%.  These  shareholders  have  contributed
$443,000  and the  proceeds  have  been  used to  further  develop  EMMA-related
products  for CT Holdings,  LLC as well as for working  capital for CT Holdings,
LLC and Cash Technologies,  Inc. During the quarter ended November 30, 2004, the
Company has allocated $5,354 of losses in CT Holdings, LLC to minority interest.

      In November 2004,  the Company  formed a subsidiary  TAP Holdings,  LLC to
purchase and operate  certain  assets of Tomco Auto  Products,  Inc. The Company
owns 89% of TAP Holdings;  other  shareholders own the remaining 11%. During the
quarter ended November 30, 2004,  the Company has allocated  $13,196 of net loss
and $659,995 of extraordinary income in TAP Holdings, LLC, to minority interest.

NOTE 10: EXTRAORDINARY INCOME

      On November 5, 2004 the Company's majority owned subsidiary, TAP Holdings,
LLC acquired  certain assets and liabilities of Tomco Auto Products,  Inc. for a
purchase  price  of  $2,500,000,  less  certain  adjustments,  paid as  follows:
$650,000  in  cash  and  the   remainder   from  an  asset  based  credit  line,
seller-carried financing and assumption of certain liabilities. The total assets
purchased had an  approximate  fair value of $11,001,478 a majority of which was
inventory,  valued at $9,650,225.  The difference between the net assets and the
purchase price resulted in an extraordinary gain to the Company of $5,999,951 as
outlined below:


                                       15
<PAGE>

                               Assets purchased &
                               liabilities assumed

                                                                   Nov. 5, 2004
                                                                   ------------
Assets

     Cash                                                          $    116,565
     Accounts receivable                                           $  1,968,276
                                                                   $     55,815
     Accounts receivable other

     Inventory                                                     $  9,650,225
     Less: inventory reserve                                       $ (1,180,000)

     Fixed Assets                                                  $  4,063,589
     Less: accumulated depreciation                                $ (4,063,589)

     Prepaid expenses                                              $    372,367
     Other assets                                                  $     18,230
                                                                   ------------

Total Assets                                                       $ 11,001,478
                                                                   ============

Liabilities

     Accounts payable                                              $  1,568,358
     Warranty reserve                                              $    202,490
     Accrued expenses                                              $    730,679
                                                                   ------------

Total Liabilities                                                  $  2,501,527
                                                                   ------------

Net Assets                                                         $  8,499,951
Purchase price                                                     $  2,500,000
Extraordinary gain                                                 $  5,999,951

      The following  presents our unaudited pro forma financial  information for
the six months ended November 30, 2004 and for the six months ended November 30,
2003.  The pro forma  statements of operations for six months ended November 30,
2004 and for six  months  ended  November  30,  2003,  give  effect  to  certain
adjustments,  as if the acquisition of Tomco Auto Products, Inc. had occurred at
June 1, 2004.  The unaudited pro forma balance sheet as of November 30, 2004 has
also been prepared as if these  adjustments  had occurred on that date.  The pro
forma adjustments are based upon available  information and certain  assumptions
that we believe are reasonable.

      The  unaudited  pro  forma  financial  information  is  for  informational
purposes  only and does not purport to present what our results  would  actually
have been had these transactions  actually occurred on the dates presented or to
project our results of operations or financial position for any future period.


                                       16
<PAGE>

--------------------------------------------------------------------------------
                    CASH TECHNOLOGIES, INC. AND SUBSIDIARIES
                 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                       SIX MONTHS ENDED NOVEMBER 30, 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     Tomco              Cash               Pro Forma
                                                 Auto Products     Technologies, Inc.     Adjustments           Pro Forma
                                               ----------------     ----------------     --------------      ---------------
                                                  (Unaudited)         (Unaudited)                              (Unaudited)
<S>                                            <C>                 <C>                   <C>                 <C>
NET REVENUES                                       $ 4,406,780             $ 86,525                             $ 4,493,305
COST OF REVENUES                                     2,835,218               34,048                               2,869,266
                                               ----------------     ----------------     --------------      ---------------

GROSS PROFIT (LOSS)                                  1,571,562               52,477                 --            1,624,039
                                               ----------------     ----------------     --------------      ---------------

SELLING, GENERAL, & ADMINISTRATIVE EXPENSE           1,472,233            1,352,390           (125,000)(1)        2,699,623
RESEARCH AND DEVELOPMENT                                     -               60,000                 --               60,000
DEPRECIATION & AMORTIZATION EXPENSE                      2,630              282,290             (2,630)(2)          282,290
                                               ----------------     ----------------     --------------      ---------------

OPERATING GAIN (LOSS)                                   96,699           (1,642,203)           127,630           (1,417,874)
                                               ----------------     ----------------     --------------      ---------------

OTHER INCOME                                           (30,250)                  --                 --              (30,250)

INTEREST EXPENSE                                       187,882              295,636            (43,683)(3)          439,835
                                               ----------------     ----------------     --------------      ---------------

INCOME (LOSS) BEFORE INCOME TAXES                      (60,933)          (1,937,839)           171,313           (1,827,459)
                                               ----------------     ----------------     --------------      ---------------

INCOME TAXES                                           223,729                   --           (222,929)('4)            800

MINORITY INTEREST                                           --              (21,099)            12,054 ('5)         (9,045)
                                               ----------------     ----------------     --------------      ---------------

NET INCOME (LOSS)                                   $ (284,662)        $ (1,916,740)         $ 382,188         $ (1,819,214)
                                               ================     ================     ==============      ===============

Dividends & deemed dividends                                           $    302,555                            $    302,555

Net loss allocable to common
  shareholders                                                         $ (2,219,295)                           $ (2,121,769)

Basic and diluted net income (loss)
  per share - net loss                                                 $      (0.25)                            $      (0.24)
Basic and diluted weighted average
  shares of common stock outstanding                                      8,904,995                               8,904,995
                                                                    ================                         ===============
</TABLE>

                 See notes to consolidated financial statements

Pro-forma Adjustments

(1)   Salary and benefits paid for a non-active owner of Tomco Auto Products.

(2)   Fixed assets at the time of purchase were zero thus all  depreciation  has
      been backed out.

(3a)  Interst expense for Tomco Auto Products has been backed out.

(3b)  Interest  expense has been  recalculated  based on the note at the time of
      purchase of $1,802,490 at 16% anuum.

(4a)  Income tax expense has been backed out of Tomco Auto Products.

(4a)  Income tax  expense  of $800 has been  added  back for the CA FTB  minimum
      yearly tax payment for Tomco Auto Products.

(5)   11% of income  (loss)  before  extrodinary  income for Tomco Auto Products
      after pro-forma adjustments has been allocated to minority interest.


                                       17

<PAGE>

--------------------------------------------------------------------------------
                    CASH TECHNOLOGIES, INC. AND SUBSIDIARIES
                 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                       SIX MONTHS ENDED NOVEMBER 30, 2004
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        Tomco              Cash             Pro Forma
                                                    Auto Products   Technologies, Inc.     Adjustments            Pro Forma
                                                   --------------    ----------------     --------------      -----------------
                                                     (Unaudited)        (Unaudited)                              (Unaudited)
<S>                                                <C>               <C>                  <C>                 <C>
NET REVENUES                                         $ 5,288,917            $ 23,822                               $ 5,312,739
COST OF REVENUES                                       4,253,190              18,844                                 4,272,034
                                                   --------------    ----------------     --------------      -----------------

GROSS PROFIT (LOSS)                                    1,035,727               4,978                                 1,040,705
                                                   --------------    ----------------     --------------      -----------------

SELLING, GENERAL, & ADMINISTRATIVE EXPENSE             1,556,852           1,361,441           (104,167)(1)          2,814,126
RESEARCH AND DEVELOPMENT                                       -              90,000                                    90,000
DEPRECIATION & AMORTIZATION EXPENSE                        2,239             281,504             (2,239)(2)            281,504
                                                   --------------    ----------------     --------------      -----------------

OPERATING GAIN (LOSS)                                   (523,364)         (1,727,967)           106,406             (2,144,925)
                                                   --------------    ----------------     --------------      -----------------

OTHER INCOME                                                  --            (438,513)                                 (438,513)

INTEREST EXPENSE                                         204,585             197,393            (60,386)(3)            341,592
                                                   --------------    ----------------     --------------      -----------------

INCOME (LOSS) BEFORE INCOME TAXES                       (727,949)         (1,486,847)           166,791             (2,048,005)
                                                   --------------    ----------------     --------------      -----------------

INCOME TAXES                                                  --                  --                                        --

MINORITY INTEREST                                             --              18,702             61,727 ('4)            80,429
                                                   --------------    ----------------     --------------      -----------------

NET INCOME (LOSS) BEFORE EXTRAORDINARY GAIN             (727,949)         (1,468,145)           228,519             (1,967,575)

EXTRAORDINARY GAIN                                            --                  --          5,999,951 (5)          5,999,951

MINORITY INTEREST - EXTRAORDINARY GAIN                        --                  --            659,995 (6)            659,995

NET INCOME (LOSS)                                     $ (727,949)       $ (1,468,145)       $ 5,568,475            $ 3,372,381
                                                   ==============    ================     ==============      =================

Dividends & deemed dividends                                            $    324,583                               $   324,583

Net loss allocable to common
  shareholders                                                          $ (1,792,728)                              $ 3,047,798

Basic and diluted net income (loss)
  per share - before extraordinary item                                 $      (0.12)                              $     (0.15)

Basic and diluted net income (loss)
  per share - extraordinary item                                        $         --                               $      0.35

Basic and diluted net income (loss)
  per share - net loss                                                  $      (0.12)                              $      0.20
Basic and diluted weighted average
  shares of common stock outstanding                                      15,114,187                                15,114,187
                                                                     ================                         =================
</TABLE>

                 See notes to consolidated financial statements

Pro-forma Adjustments

(1)   Salary and benefits paid for a non-active owner of Tomco Auto Products.

(2)   Fixed assets at the time of purchase were zero thus all  depreciation  has
      been backed out.

(3a)  Interst expense of Tomco Auto Products has been backed out.

(3b)  Interest has been  recalculated  based on the note at the time of purchase
      of $1,802,490 at 16% anuum.

(4)   11% of income (loss) before income taxes after  pro-forma  adjustments has
      been allocated to minority interest.

(5)   Extraordinary gain recognized in the purchase of Tomco Auto products.

(6)   11% of extraordinary gain allocated to minority interest.

                                       18

<PAGE>

NOTE 11: SUBSEQUENT EVENTS

      In December 2004, The Company's subsidiary,  Heuristic Technologies,  Inc.
("Heuristic"), signed agreements with First Federal Savings Bank of the Midwest,
dba Meta Payment Systems  ("Meta") and eCommLink,  Inc. which allow Heuristic to
market its new  stored-value  debit card  products.  Meta,  under its agreement,
shall be the issuer of the cards,  providing all card-related  banking functions
and access to the  MasterCard(R)  network.  ECommLink  will provide  transaction
processing for all card  transactions.  In the future,  Heuristic intends to add
proprietary  features to the card using the capabilities of Cash Tech's advanced
EMMA(TM) data processing system.

      In December  2004,  Heuristic  launched its debit card product  called the
CashTech.Card(TM).  The  CashTech.Card,  to be issued by Meta, is a stored-value
MasterCard card designed for a myriad of uses. Heuristic plans to distribute the
CashTech.Cards for expense reimbursements, Health Reimbursement Accounts (HRA's)
and Health Savings  Accounts  (HSA's).  Other  anticipated uses include payroll,
check cashing, loyalty programs and personal uses.

      In December 2004, the Company's subsidiary,  Heuristic Technologies,  Inc.
("Heuristic"), has signed a Service and Joint Marketing Agreement with Navigator
Medical Management  Services,  LLC  ("Navigator"),  an administrator of employee
healthcare  benefits.  Under  the  agreement,   Navigator  will  distribute  the
CashTech.Card to beneficiaries for expense reimbursements,  Health Reimbursement
Accounts  (HRA's) and Health Savings  Accounts  (HSA's).  Heuristic will provide
customer  service,  data  processing  and marketing  services to Navigator.  The
Company  expects to receive the first  orders for the cards in the third  fiscal
quarter of 2005.


                                       19
<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/A for the
fiscal  quarter  ended  November  30,  2004,  to be signed on its  behalf by the
undersigned, thereunto duly authorized the 25th day of May, 2005.

CASH TECHNOLOGIES, INC.


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


By:  /S/ Edmund King
----------------------------------------
Edmund King
Chief Financial Officer


                                       20