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

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

                                  FORM 10-QSB/A
                                  Amenedment-1

(MARK ONE)

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

FOR NINE MONTH PERIOD ENDED FEBRUARY 28, 2005

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 April 15, 2005, there were 16,967,181 shares of common stock, $ .01 par value
per share, issued and outstanding.
<PAGE>

                             CASH TECHNOLOGIES, INC.
                                   FORM 10-QSB

                                      INDEX


                                                                        PAGE NO.

PART I. FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements:

         Consolidated Balance Sheet as of February 28, 2005 (unaudited)
         and May 31, 2004 ................................................    4

         Consolidated Statements of Operations for the three and
         nine-month periods ended February 28, 2005 and February 29,
         2004 (unaudited) ................................................    5

         Consolidated Statements of Cash Flows for the three and
         nine-month periods Ended February 28, 2005 and February 29,
         2004 (unaudited) ................................................    6

         Notes to Consolidated Financial Statements for the three and
         nine-month periods ended February 28, 2005 and February 29,
         2004 (unaudited) ................................................    7


SIGNATURES................................................................   21


                                       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 February 28, 2005,
as originally filed with the Securities and Exchange Commission ("SEC") on April
19, 2005 (the "Original Filing"). This Amendment was required to correct Note 11
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
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   FEBRUARY 28,            MAY 31,
                                                                      2005                  2004
                                                                -----------------      -----------------
                                                                 (Unaudited)
<S>                                                             <C>                    <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                       $      1,116,312       $         20,951
Accounts receivable                                                    2,178,417                  2,383
Prepaid expenses and other current assets                                221,566                  4,000
Other receivable                                                          28,035                 28,035
Inventory (net)                                                        9,075,501                      -
                                                                -----------------      -----------------

Total Current Assets                                                  12,619,831                 55,369

CoinBank machines held for sale                                          638,283                675,439

PROPERTY AND EQUIPMENT (net)                                              33,613                 30,104

CAPITALIZED SOFTWARE COSTS  (Note 1)                                   1,026,242              1,446,068

OTHER ASSETS                                                           1,247,657                 93,822
                                                                -----------------      -----------------

TOTAL ASSETS                                                    $     15,565,626       $      2,300,802
                                                                =================      =================

LIABILITIES AND STOCKHOLDERS' EQUITY ( DEFICIENCY)

CURRENT LIABILITIES:
Current maturities of Notes Payable  (Note 4)                   $      6,297,671       $      4,676,797
Due to Officers and Directors (Note 4)                                     8,915                  9,415
Convertible debt (Note 5)                                                513,349                751,566
Due to Shareholders (Note 5)                                             970,588                 70,250
Accounts payable                                                       2,542,536              1,210,382
Accrued liabilities                                                    2,283,180              1,482,072
Dividend payable                                                          36,661              1,209,281
                                                                -----------------      -----------------

Total Current Liabilities                                             12,652,900              9,409,763

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

TOTAL LIABILITIES                                                     12,652,900              9,409,763
                                                                -----------------      -----------------

COMMITMENTS & CONTINGENCIES (Note 2)                                          --                     --

MINORITY INTEREST                                                        617,498                (23,200)
                                                                -----------------      -----------------

STOCKHOLDERS' EQUITY (DEFICIENCY):  (Note 3)

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

Common Stock                                                             169,757                143,669

Additional Paid-In-Capital                                            35,715,083             30,292,720
Accumulated Deficit                                                  (36,292,800)           (39,405,838)
                                                                -----------------      -----------------

Total stockholders' equity (deficiency)                                2,295,228             (7,085,761)
                                                                -----------------      -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)         $     15,565,626       $      2,300,802
                                                                =================      =================
</TABLE>


                 See notes to consolidated financial statements

                                       4
<PAGE>

                             CASH TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            FOR THREE MONTHS                      FOR NINE MONTHS
                                                            ENDED FEBRUARY 28,                   ENDED FEBRUARY 28,
                                                         2005              2004               2005               2004
                                                    ----------------------------------   -----------------------------------
                                                     (Unaudited)           (Unaudited)       (Unaudited)         (Unaudited)
<S>                                                 <C>                  <C>               <C>                 <C>
NET REVENUES                                        $    3,112,013       $     25,998      $   3,676,243       $    112,523
COST OF REVENUES                                         2,096,160              8,153          2,507,083             42,201
                                                    ----------------------------------   -----------------------------------

GROSS PROFIT                                             1,015,853             17,845          1,169,160             70,322

SELLING, GENERAL, & ADMINISTRATIVE EXPENSE               1,442,466            796,731          3,047,967          2,149,120
RESEARCH & DEVELOPMENT EXPENSE                              45,000             30,000            135,000             90,000
DEPRECIATION & AMORTIZATION EXPENSE                        140,558            140,854            422,062            423,145
                                                    ----------------------------------   -----------------------------------

OPERATING LOSS                                            (612,171)          (949,740)        (2,435,869)        (2,591,943)

INCOME FROM FORGIVENESS OF DEBT (Note 10)                 (667,855)                 -         (1,106,367)                --
INTEREST EXPENSE                                           (94,302)           130,128            127,320            425,764
                                                    ----------------------------------   -----------------------------------

INCOME (LOSS) BEFORE INCOME TAXES                          149,986         (1,079,868)        (1,456,822)        (3,017,707)
INCOME TAXES                                                   800              2,400                800              2,400
                                                    ----------------------------------   -----------------------------------

Minority Interest                                   $       12,601       $    (12,492)         $ (19,298)      $    (33,590)
                                                    ---------------   ----------------   ----------------   ----------------

Net Income (Loss) Before Extraordinary Gain         $      136,585       $ (1,069,776)     $  (1,438,324)      $ (2,986,517)
                                                    ---------------   ----------------   ----------------   ----------------

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

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

* NET INCOME (LOSS) (Note 10)                       $      136,585       $ (1,069,776)     $   3,901,632       $ (2,986,517)
                                                    ==================================   ===================================

Dividends & deemed dividends                        $      464,010       $    132,300      $     788,593       $    602,863

Net income (loss) allocable to common
shareholders                                        $     (327,425)      $ (1,202,076)     $   3,113,039       $ (3,589,380)

Basic and diluted net loss per share before
extraordinary income                                $        (0.02)      $      (0.12)     $       (0.15)      $      (0.35)

Basic and diluted net income per share for
extraordinary income                                $           --       $         --      $        0.36                 --

Basic and diluted net income (loss) per share       $        (0.02)      $      (0.12)     $        0.21       $      (0.35)

Basic and diluted weighted average
shares of common stock outstanding                      14,673,109         10,172,309         14,673,109         10,172,309
                                                    ==================================   ===================================

* Note 10 - Without the income from forgivess
  of debt net income (loss) would have been:        $   $ (531,270)                        $   2,795,265
                                                    ---------------                      ----------------
</TABLE>


                See notes to consolidated financial statements.

                                       5
<PAGE>

                             CASH TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  FOR THE NINE MONTHS ENDED FEBRUARY 28,
                                                                          2005               2004
                                                                     -------------       ------------
<S>                                                                  <C>                 <C>
OPERATING ACTIVITIES:
Net income (loss)                                                    $  3,901,632        $ (2,986,517)
Adjustments to reconcile net loss to net cash used by
operating activities:

Extraordinary Gain                                                     (5,999,951)                 --
Minority interest                                                          (9,302)            (33,591)
Amortization of capitalized software                                      419,826             419,826
Noncash compensation expense                                                   --             270,663
Income on forgiveness of debt                                          (1,106,367)                 --
Depreciation expense                                                        2,237               3,319

Changes in operating assets and liabilities:

Account receivable                                                       (151,943)               (897)
CoinBank machines held for sale                                            37,156              27,867
Prepaid expenses and other current assets                                 154,801               4,057
Inventory                                                                (605,276)                 --
Other assets                                                             (235,605)            (23,634)
Accounts payable                                                          439,212             (98,149)
Accrued interest                                                           (2,920)            263,276
Accrued expenses and other current liabilities                            291,144             420,537
                                                                     -------------       ------------

Net cash used in operating activities                                  (2,865,356)         (1,733,243)
                                                                     -------------       ------------

INVESTING ACTIVITIES:

Investment in subsidiary                                                 (900,000)
Purchase of property and equipment                                         (5,746)                 --
                                                                     -------------       ------------

Net cash used in investing activities                                    (905,746)                 --
                                                                     -------------       ------------

FINANCING ACTIVITIES:

Proceeds from conversion of warrants                                      188,615             344,785
Proceeds from issuance of warrants                                             --              75,000
Proceeds from short-term debt                                           1,162,675             186,255
Proceeds from minority interest                                            10,000
Repayments on short-term debt                                            (339,490)           (235,000)
Proceeds on sale of preferred stock                                       832,000                  --
Proceeds from sale of common stock                                      2,896,098           1,529,805
                                                                     -------------       ------------

Net cash provided by financing activities                               4,749,898           1,900,845
                                                                     -------------       ------------

CHANGE IN CASH AND CASH EQUIVALENTS                                       978,796             167,602

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

Cash and Cash Equivalents, End of Period                             $  1,116,312        $    169,476
                                                                     =============       ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

         Interest paid with cash                                     $   289,940         $    200,769


SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS

         Conversion of preferred stock into common stock             $    12,500         $         --
         Conversion of convertible debt into common stock            $   200,024         $  3,606,695
         Issuance of common stock for services performed             $   180,000         $    270,663
         Dividends declared on preferred stock                       $   168,058         $    252,087
         Dividends paid on preferred stock with common stock         $ 1,340,677         $     27,000
         Deemed dividend on warrants issued                          $   620,535         $    350,776
         Conversion of shareholder warrants                          $   188,615         $    344,785

         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)        $         --
                                                                     ------------

         Extraordinary 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 February 28, 2005 and the results of
operation and cash flows for the three and nine month periods ended February 28,
2005 and February 29, 2004.  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 nine  months
period ended February 28, 2005, 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 February 28, 2005.

                                       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  February  28,  2005,  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"  that  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.

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

                                       8
<PAGE>

         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

         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 approximately  $92,752 has been 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.

                                       9
<PAGE>

         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'  Equity line item would have to be adjusted to
reflect such additional shares.

NOTE 3: STOCKHOLDERS EQUITY

         In the fiscal quarter ended February 28, 2005, in private  transactions
under Section 4(2) of the Securities  Act of 1933, as amended,  the Company sold
1,398,216 shares of the Company's Common Stock for gross proceeds of $1,506,100.
In addition the Company  issued  816,675 5 year Common Stock  purchase  warrants
with exercise prices ranging from $2.00 to $5.00.

         In the fiscal  quarter  ended  February  28,  2005 the  Company  issued
150,000 shares of the Company's  Common Stock to an employee and a contractor in
lieu of cash payment for gross proceeds of $180,000 for services rendered.

         In  the  fiscal   quarter  ended   February  28,  2005,  2  noteholders
representing  $200,027 of  principal  and  interest  converted  their notes into
90,440 shares of our common stock.

         In the fiscal  quarter ended  February 28, 2005,  the Company  declared
issuance of  dividends to all series of preferred  stock  outstanding  as of the
November  30,  2004  record  date.  The  Company  will be paying  $1,340,678  in
dividends  accrued via issuing  213,678 shares of the Company's  common stock as
well as 24,049 warrants at a $12.00 exercise price.

         Stockholders'  Equity is based on 16,967,181 and  12,950,746  shares of
common  stock being  outstanding  as of February 28, 2005 and February 28, 2004,
respectively.  In the event that up to the remaining  250,000 shares,  issued in
2001 as collateral  for a loan that was not obtained (See Note 2) are determined
to be outstanding,  the Stockholders' Equity line item would have to be adjusted
to reflect such additional shares.

NOTE 4: RELATED PARTY TRANSACTIONS

         As of February 28, 2005,  we have  outstanding  short-term  loans of an
aggregate principal amount of $8,915 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 February 28, 2005, we were in arrears of $315,462 for
the salary to Mr.  Korman and we owed $13,160 in accrued rent for our offices to
a company in which Mr. Korman has a beneficial interest.

                                       10
<PAGE>

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  February  28,  2005,  we owed  $3,711,994,  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.

         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.  As of February 28, 2005,
we still  owed  $513,349  in  principal  and  interest  to the  seven  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
$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.

                                       11
<PAGE>

         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 February 28, 2005 $8,915 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 February  28, 2005 the balance for the above  mentioned
equity  line was  approximately  $1,925,743.  The equity  line is based upon the
inventory and receivables of the Company.

NOTE 6: LONG-TERM DEBT

         NONE

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  February 28,
2005 and February 29, 2004,  would have been  increased to the pro forma amounts
presented below:

<TABLE>
<CAPTION>
                                            FOR THREE MONTHS                    FOR NINE MONTHS
                                           ENDED FEBRUARY 28,                 ENDED FEBRUARY 28,
                                         2005            2004                2005            2004
                                     -------------------------------    -------------------------------
<S>                                    <C>              <C>                 <C>          <C>
Net Income (Loss)

     As Reported                         (327,425)      (1,202,076)         3,113,039    (3,589,380)

     Pro Forma                         (1,377,067)      (1,876,811)         2,063,397    (4,264,115)

Basic and Diluted Income (loss)
  Per Common Share

     As Reported                           (0.02)            (0.12)              0.21         (0.35)

     Pro Forma                             (0.09)            (0.18)              0.14         (0.42)
</TABLE>


         For the nine month  period ended  February 28, 2005,  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 2000-2005, expected life of the option is 5 years, expected volatility of
37.01%,  risk free interest rate of 4.00% and a 0% dividend yield.  The weighted
average fair value at the grant date for such option is $0.73 per option.

                                       12
<PAGE>

         For the nine month  period ended  February 29, 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
36.35%,  risk free interest rate of 2.98% and a 0% dividend yield.  The weighted
average fair value at the grant date for such option is $0.87 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.

         Information on our business segments for the:

<TABLE>
<CAPTION>
                                            Three months ended                    Nine months ended
                                                February 28,                         February 28,

Net revenues:                              2005              2004               2005              2004
                                           ----              ----               ----              ----
<S>                                     <C>                  <C>             <C>                <C>
  CoinBank machines                         37,840              998              61,662            47,523

  EMMA                                          --           25,000                  --            65,000

  Heuristic                                    834               --                 834                --

  Tomco                                  3,073,339               --           3,613,747

  Unallocated                                   --               --                  --                --
                                   ---------------    --------------     --------------    --------------
                                         3,112,013           25,998           3,676,243           112,523
                                   ===============    ==============     ==============    ==============
Interest expense:

  CoinBank machines                             --            2,336               4,761             7,008

  EMMA                                          --               --                  --                --

  Heuristic                                     --               --                  --                --

  Tomco                                     95,215                              119,443                --

  Unallocated                             (189,517)         127,792               3,206           418,756
                                   ---------------    --------------     --------------    --------------
                                           (94,302)         130,128             127,320           425,764
                                   ===============    ==============     ==============    ==============
Depreciation & Amortization:

  CoinBank machines                             --               --                  --                --

  EMMA                                     139,942           139,942            419,826           419,826

  Heuristic                                     --               --                  --                --

  Tomco                                         --               --                  --                --

  Unallocated                                  616              912               2,236             3,319
                                   ---------------    --------------     --------------    --------------
                                           140,558          140,854             422,062           423,145
                                   ===============    ==============     ==============    ==============
Segment Income (loss):

 CoinBank machines                          87,333         (153,936)             55,265          (400,638)

  EMMA                                          --               --                  --                --

  Heuristic                               (195,173)              --            (369,392)               --

  Tomco                                    132,997               --              29,462                --

  Unallocated                              111,428         (915,840)          4,186,297        (2,585,879)
                                   ---------------    --------------     --------------    --------------
                                           136,585       (1,069,776)          3,901,632        (2,986,517)
                                   ===============    ==============     ==============    ==============
Net identifiable assets:

  CoinBank machines                        791,584          834,223             791,584           834,223

  EMMA                                   1,026,242        1,586,010           1,026,242         1,586,010

  Heuristic                                     --               --                  --                --

  Tomco                                 11,915,297               --          11,915,297                --

  Unallocated                            1,832,503          319,445           1,832,503           319,445
                                   ---------------    --------------     --------------    --------------
                                        15,565,626        2,739,678          15,565,626         2,739,678
                                   ===============    ==============     ==============    ==============
</TABLE>

                                       13
<PAGE>

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 February 28,
2005 the Company has allocated $3,825 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 February 28, 2005, the Company has allocated $16,426 of net income
in TAP Holdings, LLC, to minority interest.


                                       14
<PAGE>

NOTE 10:   INCOME FROM FORGIVESS OF DEBT

         During the nine month period ended  February 28, 2005,  the Company had
income  from  forgiveness  of debt of  $1,106,367.  Majority  of the  income  of
$535,416 was due to an agreement  the Company  reached with a vendor of CoinBank
Automated  Systems,  a wholly owned  subsidiary of the Company.  Pursuant to the
agreement the Company  agrees to certain future price  adjustments.  Income from
forgiveness of debt also includes  $92,752 in connection with the KIS settlement
(See Note 2), $108,941 in connection with the Shaw's lawsuit  settlement as well
as settlement on various other liabilities.

NOTE 11:  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:

                                              Assets purchased &
                                              liabilities assumed
                                                  Nov. 5, 2004
Assets

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

     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


                                       15
<PAGE>

         The following presents our unaudited pro forma statements of operations
for the nine months ended  February 28, 2005 and the nine months ended  February
29,  2004 which 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  February  29,  2005 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
                       NINE MONTHS ENDED FEBRUARY 29, 2004

<TABLE>
<CAPTION>
                                                       Tomco                Cash                Pro Forma
                                                   Auto Products       Technologies, Inc.      Adjustments            Pro Forma
                                                 ------------------    -----------------     ----------------     -----------------
                                                    (Unaudited)           (Unaudited)                                (Unaudited)
<S>                                              <C>                   <C>                   <C>                  <C>
NET REVENUES                                           $ 7,167,319         $    112,523                               $  7,279,842
COST OF REVENUES                                         4,645,515               42,201                                  4,687,716
                                                 ------------------    -----------------     ----------------     -----------------

GROSS PROFIT (LOSS)                                      2,521,804               70,322                   --             2,592,126
                                                 ------------------    -----------------     ----------------     -----------------

SELLING, GENERAL, & ADMINISTRATIVE EXPENSE               2,246,637            2,149,120             (187,500)(1)         4,208,257
RESEARCH AND DEVELOPMENT                                        --               90,000                    -                90,000
DEPRECIATION & AMORTIZATION EXPENSE                          3,899              423,145               (3,899)(2)           423,145
                                                 ------------------    -----------------     ----------------     -----------------

OPERATING GAIN (LOSS)                                      271,268           (2,591,943)             191,399            (2,129,276)
                                                 ------------------    -----------------     ----------------     -----------------

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

INTEREST EXPENSE                                           281,856              425,764              (65,557)(3)           642,063
                                                 ------------------    -----------------     ----------------     -----------------

INCOME (LOSS) BEFORE INCOME TAXES                           19,662           (3,017,707)             256,956            (2,741,089)
                                                 ------------------    -----------------     ----------------     -----------------

INCOME TAXES                                               256,210                2,400           $ (255,410)('4)            3,200

MINORITY INTEREST                                               --              (33,590)              30,340 ('5)           (3,250)
                                                 ------------------    -----------------     ----------------     -----------------

NET INCOME (LOSS)                                      $  (236,548)        $ (2,986,517)           $ 482,026          $ (2,741,039)
                                                 ==================    =================     ================     =================

Dividends & deemed dividends                                               $    602,863                               $    788,593

Net loss allocable to common
shareholders                                                               $ (3,589,380)                              $ (3,529,632)

Basic and diluted net income (loss)
  per share - net loss                                                     $      (0.35)                              $      (0.35)
Basic and diluted weighted average
  shares of common stock outstanding                                         10,172,309                                 10,172,309
                                                                       =================                          =================
</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
                       NINE MONTHS ENDED FEBRUARY 28, 2005

<TABLE>
<CAPTION>
                                                      Tomco                Cash                 Pro Forma
                                                   Auto Products     Technologies, Inc.        Adjustments           Pro Forma
                                                  --------------    -------------------     -----------------     ---------------
                                                   (Unaudited)          (Unaudited)                                 (Unaudited)
<S>                                               <C>               <C>                     <C>                   <C>
NET REVENUES                                        $ 8,363,090               $ 61,662                               $ 8,424,752
COST OF REVENUES                                      6,324,840                 43,353                                 6,368,193
                                                  --------------    -------------------     -----------------     ---------------

GROSS PROFIT (LOSS)                                   2,038,250                 18,309                    --           2,056,559
                                                  --------------    -------------------     -----------------     ---------------

SELLING, GENERAL, & ADMINISTRATIVE EXPENSE            2,313,937              2,046,821              (104,167)(1)       4,256,591
RESEARCH AND DEVELOPMENT                                      -                135,000                    --             135,000
DEPRECIATION & AMORTIZATION EXPENSE                       2,239                422,062                (2,239)(2)         422,062
                                                  --------------    -------------------     -----------------     ---------------

OPERATING GAIN (LOSS)                                  (277,926)            (2,585,574)              106,406          (2,757,094)
                                                  --------------    -------------------     -----------------     ---------------

OTHER INCOME                                                 --             (1,106,367)                   --          (1,106,367)

INTEREST EXPENSE                                        324,028                  7,877              (107,729)(3)         224,176
                                                  --------------    -------------------     -----------------     ---------------

INCOME (LOSS) BEFORE INCOME TAXES                      (601,954)            (1,487,084)              214,135          (1,874,903)
                                                  --------------    -------------------     -----------------     ---------------

INCOME TAXES                                                800                     --                                       800

MINORITY INTEREST                                            --                 22,527                42,748 ('4)         65,275
                                                  --------------    -------------------     -----------------     ---------------

NET INCOME (LOSS) BEFORE EXTRAORDINARY GAIN            (602,754)            (1,464,557)              256,883          (1,810,428)

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

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

NET INCOME (LOSS)                                    $ (602,754)          $ (1,464,557)          $ 5,596,839         $ 3,529,528
                                                  ==============    ===================     =================     ===============

Dividends & deemed dividends                                              $    788,593                               $   788,593

Net loss allocable to common
shareholders                                                              $ (2,253,150)                              $ 2,740,935

Basic and diluted net income (loss) per
  share - before extraordinary item                                       $     (0.15)                               $     (0.18)

Basic and diluted net income (loss) per
  share - extraordinary item                                              $        --                                $      0.36

Basic and diluted net income (loss) per
  share - net loss                                                        $      (0.15)                              $      0.19
Basic and diluted weighted average
  shares of common stock outstanding                                        14,673,109                                14,673,109
                                                                    ===================                           ===============
</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 12:  SUBSEQUENT EVENTS

         On April 19, 2005, the Company  completed an investment  transaction in
which it issued 100 shares with a $1,000,000  value of Series H Preferred  Stock
in exchange for 15% of the common stock of CDHC Group,  Inc., a startup  company
in  the  healthcare  industry.  CDHC  Group,  led  by  industry  veterans,  is a
healthcare  marketing company targeting  consumers and providers who participate
in  consumer-driven  and high  deductible  health plans.  The Series H Preferred
Stock  shall  be  convertible  to  common  stock at any time  after  the  second
anniversary  following the close of the transaction,  at the then current market
price of the  Company's  common  stock  with a floor of $1.00  per  share  and a
ceiling of $3.00 per share.  The Company  will book this  transaction  as a long
term asset.

         On April 18, 2005,  the Company agreed to pay 50 shares with a $500,000
value of  Series  I  Preferred  Stock  to  ClaimRemedi,  Inc.,  a vendor  of the
Company's Heuristic  Technologies,  Inc. subsidiary,  in exchange for a discount
not to exceed  $1,000,000 on future  transaction fees to be paid by Heuristic to
ClaimRemedi under the existing license agreement between the two companies.  The
Series I Preferred Stock shall be convertible to common stock at any time at the
then current market price of the Company's  common stock,  with a floor of $1.00
per share and a ceiling of $3.00 per share,  but has agreed not to sell any such
common  stock  until  after  the  earlier  of  Heuristic   achieving   5,000,000
transactions  per  quarter  for  4  consecutive  quarters  or  an  aggregate  of
25,000,000 transactions under the license agreement. In the event that Heuristic
never  achieves  the  transaction  benchmarks  prior to the  termination  of the
license  agreement,  ClaimRemedi  shall return the  securities to the Company or
repay the value  thereof.  The Company will book this  transaction  as a prepaid
asset.

         On April 18, 2005, TAP Holdings,  LLC, a majority  owned  subsidiary of
the Company reached a settlement agreement with N.A. Williams Co., Inc. a vendor
of TAP  Holdings.  Pursuant to the  settlement  agreement the Company will issue
156,000 5-year common stock purchase warrants with an exercise price of $0.01 in
lieu of $280,935 owed to N.A. Williams & Co.

         Subsequent to February 28, 2005, in private  transactions under Section
4(2) of the Securities Act of 1933, as amended,  the Company sold 513,768 shares
of the Company's  Common Stock for gross  proceeds of $545,110.  In addition the
Company  issued  326,000 5 year Common Stock  purchase  warrants  with  exercise
prices ranging from $2.00 to $5.00.

         On April 18, 2005, a  shareholder  of the Company  agreed to convert an
outstanding  short term loan in the amount of $100,000 into equity.  Pursuant to
the terms of the  conversion  agreement  the Company will issue 95,238 shares of
the Company's Common Stock and 50,000 5 year Common Stock purchase warrants with
exercise prices of $2.00 per share.

                                       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 10-QSB/A for the
fiscal quarter  ended  February 28, 2005, 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