<PAGE>

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

(MARK ONE)

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

FOR THREE MONTH PERIOD ENDED FEBRUARY 28, 2002

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                   (IRS Employer Identification No.)
of incorporation organization)

 1434 W. 11/TH/ 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 March 31, 2002, there were 5,919,133 shares of common stock, $ .01 par value,
issued and outstanding.
<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 Sheets as of February 28, 2002
           (unaudited) and May 31, 2001...............................      3

           Consolidated Statements of Operations for the three-month
           and nine-month periods ended February 28, 2002 and 2001
           (unaudited)................................................      4

           Consolidated Statements of Cash Flows for the nine-month
           periods ended February 28, 2002 and 2001 (unaudited).......      5

           Notes to Consolidated Financial Statements for the
           three-month periods ended February 28, 2002 and 2001
           (unaudited)................................................      6

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................     13

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.............................................     20

Item 2. Changes in Securities.........................................     21

Item 3. Default Upon Senior Securities................................     22

Item 4. Submission of Matters to a Vote of Security Holders...........     22

Item 5. Other Information.............................................     22

Item 6. Exhibits and Reports on Form 8-K..............................     23

SIGNATURES............................................................     24
</TABLE>

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                            CASH TECHNOLOGIES, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                        FEBRUARY 28            MAY 31
                                                                                            2002                2001
                                                                                        -----------         -----------
                                                                                        (Unaudited)
<S>                                                                                     <C>                 <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents                                                               $   695,781         $         -
Accounts receivable                                                                          24,099              23,714
Other receivables (net of allowance $21,000)                                                 70,167             100,666
Prepaid expenses and other current assets                                                    45,000              52,500
                                                                                        -----------         -----------

Total Current Assets                                                                        835,047             176,880

COINBANK MACHINES HELD FOR SALE                                                           1,136,404           1,196,783

E-COMMERCE MESSAGE MANAGEMENT ARCHITECTURE                                                2,705,547           2,362,749

OTHER:
     PROPERTY AND EQUIPMENT (net)                                                            71,928             141,797

     DEEMED INTEREST - GE CAPITAL                                                           173,611             277,778

     OTHER ASSETS                                                                             3,000               4,629
                                                                                        -----------         -----------

TOTAL ASSETS                                                                              4,925,537           4,160,616
                                                                                        ===========         ===========
LIABILITIES AND STOCKHOLDERS DEFICIENCIES

CURRENT LIABILITIES:

Accounts payable                                                                          1,052,745             969,129
Accrued expenses and other current liabilities                                            1,151,118             943,871
Dividends payable                                                                           705,990             318,309
Book overdraft                                                                              197,800             200,860
Current maturities of notes payable                                                       3,933,922           3,352,922
Loans from shareholders                                                                     143,000             155,000
Convertible debt                                                                          3,922,873           3,655,915
                                                                                        -----------         -----------

Total Current Liabilities                                                                11,107,448           9,596,006
                                                                                        -----------         -----------

Long-term Convertible debt                                                                        -                   -
                                                                                        -----------         -----------

Total Liabilities                                                                        11,107,448           9,596,006
                                                                                        -----------         -----------

STOCKHOLDER'S DEFICIENCIES
Common stock                                                                                 61,304              35,488
Redeemable preferred stock                                                                1,904,688           3,009,063
Additional paid In capital                                                               19,656,190          15,463,960
Accumulated deficit                                                                     (27,804,093)        (23,943,901)
                                                                                        -----------         -----------

Total stockholders' deficiencies                                                         (6,181,911)         (5,435,390)
                                                                                        -----------         -----------

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIENCIES                                        $ 4,925,537         $ 4,160,616
                                                                                        ===========         ===========
</TABLE>

           See notes to condensed consolidated financial statements

                                       3
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                            CASH TECHNOLOGIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                      FOR THREE MONTHS ENDED FEBRUARY 28   FOR NINE MONTHS ENDED FEBRUARY 28
                                                             2002             2001             2002                 2001
                                                         -----------      -----------      ------------         ------------
                                                         (Unaudited)      (Unaudited)      (Unaudited)          (Unaudited)
<S>                                                   <C>                 <C>              <C>                  <C>
GROSS REVENUES (Note 1)                                  $ 4,745,888      $ 5,874,652      $ 10,183,296         $ 19,695,716
                                                         ===========      ===========      ============         ============

REVENUES
--------
NET REVENUES                                                $ 69,823        $ 123,526         $ 259,142            $ 436,882
COST OF REVENUES                                            $ 32,384         $ 80,377         $ 171,895            $ 290,940
                                                         -----------      -----------      ------------         ------------

GROSS PROFIT (LOSS)                                         $ 37,439         $ 43,149          $ 87,247            $ 145,942

SELLING, GENERAL, & ADMIN EXP.                               663,409          858,103         1,651,868            2,606,590
DEPRECIATION EXPENSE                                          78,240           18,564           128,507               52,068
                                                         -----------      -----------      ------------         ------------

OPERATING LOSS                                              (704,210)        (833,518)       (1,693,128)          (2,512,716)
INTEREST EXPENSE                                             310,494          255,817           865,712              736,446
                                                         -----------      -----------      ------------         ------------

LOSS BEFORE INCOME TAXES                                  (1,014,704)      (1,089,335)       (2,558,840)          (3,249,162)
INCOME TAXES                                                       -                -                 -                2,400
                                                         -----------      -----------      ------------         ------------

NET LOSS                                                  (1,014,704)      (1,089,335)       (2,558,840)          (3,251,562)
                                                         -----------      -----------      ------------         ------------

Dividends & deemed dividends to Shareholders                 536,072          635,227         1,301,352            1,072,067

Net Loss Allocable to common
shareholders                                              (1,550,776)      (1,724,562)       (3,860,192)          (4,323,629)
                                                         ===========      ===========      ============         ============

Basic and diluted net loss per share                         $ (0.41)         $ (0.49)          $ (1.02)             $ (1.23)
                                                         ===========      ===========      ============         ============
Basic and diluted weighted average
shares of common stock outstanding                         3,777,861        3,532,450         3,777,861            3,527,297
                                                         ===========      ===========      ============         ============
</TABLE>

           See notes to condensed consolidated financial statements

                                       4
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                            CASH TECHNOLOGIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                    FOR NINE MONTHS ENDED FEBRUARY 28, 2002
                                                                                         2002                      2001
                                                                                     -------------            -------------
                                                                                      (Unaudited)              (Unaudited)
<S>                                                                                  <C>                      <C>
OPERATING ACTIVITIES:
Net Loss                                                                             $ (2,558,840)            $ (3,251,562)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:

Amortization of discount on convertible debt                                               17,583                  110,498
Non-Cash deemed interest expense                                                          354,167                        -
Adjustment to PPM                                                                               -                  (13,000)
Non-Cash compensation                                                                      72,000                  236,375
Depreciation expense                                                                       72,071                   62,280
Impairment on Coinbank machines                                                                 -                    4,697
Amortization of capitalized software                                                       65,989                        -
Loss on disposal of equipment                                                                   -                      368

Changes in operating assets and liabilities:
              Coinbank machinery held for sale                                             60,379                   81,156
              Receivables                                                                  30,114                  109,698
              Prepaid expenses and other current assets                                     7,500                  (76,700)
              Other assets                                                                  1,629                 (206,795)
              Accounts payable                                                             83,616                  962,878
              Accrued interest                                                            480,375                        -
              Accrued expenses and other current liabilities                              207,247                  254,823
                                                                                     -------------            -------------

Net cash provided (used) by operating activities                                       (1,106,170)              (1,725,284)
                                                                                     -------------            -------------
INVESTING ACTIVITIES:
              Purchase of equipment                                                        (2,202)                  (9,675)
              Capitalized Software                                                       (408,787)                (854,017)
              Proceeds from sale of equipment                                                   -                   40,000
                                                                                     -------------            -------------

Net cash used by investing activities                                                    (410,989)                (823,692)
                                                                                     -------------            -------------
FINANCING ACTIVITIES:
              Book overdraft                                                               (3,060)                 197,800
              Payments on capital lease obligation                                              -                     (487)
              Repayments of loans from shareholders                                       (12,000)
              Proceeds from short-term debt                                               100,000                  240,000
              Repayments on long-term debt                                                      -                 (656,295)
              Net proceeds from issuance of common stock                                1,352,500                        -
              Net proceeds from issuance of preferred stock                               775,500                2,350,000
                                                                                     -------------            -------------

Net cash provided (used) by financing activities                                        2,212,940                2,131,018
                                                                                     -------------            -------------

CHANGE IN CASH AND CASH EQUIVALENTS                                                       695,781                 (417,958)
              Cash, Beginning of period                                                         -                  531,527
                                                                                     -------------            -------------
              Cash, End of period                                                    $    695,781             $    113,569
                                                                                     =============            =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
              Income taxes                                                           $          -             $      2,400
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTION
              Conversion of preferred stock to common stock                          $  1,879,875             $    444,125
              Deemed dividend on preferred stock                                     $    781,632             $    974,926
              Dividends declared on preferred stock                                  $    507,683             $          -
              Dividends paid on preferred stock with common stock                    $    120,000             $          -
              Finance fees added to notes payables                                   $    250,000             $    500,000
              Deemed dividend on common stock                                        $     12,038             $          -
              Issuance of common stock                                               $     72,000             $     21,775
</TABLE>

           See notes to condensed consolidated financial statements

                                       5
<PAGE>

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

NOTE 1:  GENERAL

GOING CONCERN:

     The Company has prepared the financial statements included in this Form 10-
QSB assuming that the Company will continue as a going concern. Although the
Company has raised additional capital since its public offering in July 1998, it
has not generated sufficient revenue-producing activity to sustain its
operations. Accordingly, the Company must realize a satisfactory level of
profitability from its current and future operation in order to remain a viable
entity. In addition, the Company must raise significant capital to fund current
operations and to repay existing debt. The Company's auditors have included an
explanatory paragraph in their report for the year ended May 31, 2001,
indicating there is substantial doubt regarding the Company's ability to
continue as a going concern. The accompanying consolidated financial statements
do not include any adjustments that might result from the outcome of any
uncertainty.

PRESENTATION OF INTERIM INFORMATION:

     In the opinion of the management of Cash Technologies, Inc. (the
"Company"), the accompanying unaudited condensed consolidated financial
statements include all normal adjustments considered necessary to present fairly
the financial position as of February 28, 2002 and the results of operation and
cash flows for the three and nine month periods ended February 28, 2002 and
2001. Interim results are not necessarily indicative of results to be expected
for any subsequent quarter or for the entire fiscal year.

     The condensed consolidated financial statements and notes are presented as
permitted by Form 10-QSB.  These condensed financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC"). Certain information and footnote
disclosures, normally included in financial statements prepared in accordance
with generally accepted accounting principles, have been omitted pursuant to
such SEC rules and regulations.  These financial statements should be read in
conjunction with the Company's audited financial statements and the accompanying
notes included in the Company's Form 10-KSB for the year ended May 31, 2001,
filed with the SEC. The results of operations for the three and nine month
periods ended February 28, 2002, are not necessarily indicative of the results
to be expected for any subsequent quarter or for the entire fiscal year.

     Gross revenues - includes the value of currency processed and does not
represent revenue under generally accepted accounting principles.

     The Company developed EMMA, a transaction processing system and deployed it
in pilot transactions. The Company recorded software developments costs as an
asset. The EMMA product was available for release to the Public in January 2002,
thus the Company has expensed all development costs since January 2002. The
asset is being amortized over a seven (7) year period.

                                       6
<PAGE>

NOTE 2.   COMMITMENTS AND CONTINGENCIES

     On September 22, 2000, Shaw's Supermarkets filed a lawsuit (Shaw's
Supermarkets, Inc. v. Cash Technologies, Inc., CoinBank Automated Systems Inc.
United States District Court, District of Massachusetts) against the Company
claiming breach of contract and damages. The Company had been placing CoinBank
machines in Shaw's locations in New England and had been negotiating a
settlement and termination agreement with Shaw's to terminate the CoinBank
machine placements in light of the Company's decision to discontinue the free
placement of CoinBank machines. Shaw's is claiming that it is owed $85,000 in
reimbursements in addition to damages for termination totaling approximately
$200,000. The Company believes that the amount owed for reimbursement is
approximately $55,000 and has accrued for the liability and that it has no
liability whatsoever under the contract for termination fees. Furthermore, the
Company has potential claims against Shaw's for damages to the machines. The
Company intends to defend itself in the suit. There can be no assurance that the
Company will be successful in the defense. Settlement negotiations are presently
underway with Shaw's.

     In December 1997, Vindex USA, Inc. filed a complaint against CAS, a
subsidiary of the Company, in the Superior Court of California, Los Angeles
County, seeking to recover $40,000, an unspecified amount of commissions and
interest accrued thereon allegedly due it under the terms of a consulting
agreement it alleged was breached by the Company. The court has entered a
judgment against CAS in favor of Vindex in the sum of $97,864.

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

     Upon learning of this matter, the Company immediately initiated legal
actions in Louisiana and California. At a hearing in the Louisiana court, the
Company was granted a Temporary Restraining Order staying enforcement of the
judgment. The Company contends that the Louisiana court had no jurisdiction over
it and that it was never properly served with either the original Louisiana
lawsuit, the judgment issued by the Louisiana court or the California sister-
state judgment. The Company also contends that Kane Corte's allegations are
without merit and that his desire to return the machines is a result of his
failed business practices. The Company has initiated legal action in both
Louisiana and California seeking to set aside both judgments and to cause the
matter, including the issue of jurisdiction, to be heard on its merits by the
Louisiana court. The Company believes that it will be successful in these
actions to set aside the judgments. The Company further believes that it has
meritorious defenses to each of the allegations in the action and that it will
ultimately prevail on merits. The Company will incur the cost of defense,

                                       7
<PAGE>

including legal fees, in an undetermined amount in connection with these
matters, which may not be recoverable. There can be no assurance that the
Company will be successful in the defense.

NOTE 3: STOCKHOLDERS EQUITY

     On December 5, 2001 the Company issued 10,000 shares of the Company's
common stock valued at $22,000 to one of its shareholders for payment toward
consulting services performed. An expense of $22,000 was recognized during the
quarter ended February 28, 2002. The shares of common stock were issued at fair
market value.

     In December 2002, the Company in a private transaction under Section 4(2)
of the Securities Act of 1933, as amended, completed a private placement of its
securities. The Company sold nine (9) units for gross proceeds of $225,000.
Each unit was comprised of 20,000 shares of common stock and warrants to
purchase 20,000 shares of common stock. Ten thousand (10,000) warrants are
initially exercisable to purchase one warrant share each at an initial exercise
price of $1.50, five thousand (5,000) warrants at $2.50 and five thousand
(5,000) warrants at $4.75. Furthermore, during the quarter ended February 28,
2002, there was a deemed dividend expense of $139,244 recognized in conjunction
with the warrants issued in this offering.

     In January 2002, the Company in a private transaction under Section 4(2) of
the Securities Act of 1933, as amended, completed a private placement of its
securities. The Company sold nine (8) units for gross proceeds of $200,000. Each
unit was comprised of 13,298 shares of common stock and warrants to purchase
6,250 shares of common stock. The warrants are initially exercisable to purchase
one warrant share each at an initial exercise price of $1.88. Furthermore,
during the quarter ended February 28, 2002, there was a deemed dividend expense
of $33,292 recognized in conjunction with the warrants issued in this offering.

     In February 2002, the Company, in a private transaction under Section 4(2)
of the Securities Act of 1933, as amended, sold 3 units at an aggregate of
$75,000 of its securities to 2 foreign investors. Each unit comprised of (i)
16,667 shares of Common Stock and (ii) 2,500 common stock purchase warrants.
The warrants have an exercise price of $1.70 per share and are exercisable for
five years. During the quarter ended February 28, 2002 there was a deemed
dividend expense of $8,397 recognized in conjunction with the warrants issued in
this offering. The proceeds of the transactions were used to pay certain debts,
including payroll obligations, of the Company's Austrian subsidiary.

     Effective February 22, 2002, we completed a private placement of our
securities with one of our shareholders. GunnAllen Financial Corp, a registered
broker dealer, served as placement agent for the transaction, which was intended
to comply with Section 4(2) of the Securities Act of 1933, as amended and/or
Regulation D thereunder.  We sold a unit for gross proceeds of $750,000.  The
unit was comprised of 576,923 shares of common stock and warrants to purchase
150,000 shares of common stock. Each warrant is initially exercisable to
purchase one share at an initial exercise price of $1.50. In addition, we paid a
commission of 8% of the gross proceeds to GunnAllen Financial Corp and issued to
GunnAllen Financial (or its affiliates) an aggregate of 40,000 common stock
warrants with an exercise price of $1.50 per share. Furthermore, during the
quarter ended February 28, 2002, there was a deemed dividend expense of $123,077
recognized in conjunction with the warrants issued in this offering. The Company
received net proceeds of $685,000 in conjunction with this offering.

     During the quarter Ended February 28, 2002, there were 1,365,860 share of
common stock issued in conjunction with preferred stock conversions. There were
a total 270,000 shares Series B Preferred Stock, 25 shares of Series D Preferred
Stock and 5 shares of Series F Preferred Stock surrendered.

                                       8
<PAGE>

NOTE 4: RELATED PARTY TRANSACTIONS

     In the fiscal quarter ended February 28, 2002, the Company obtained short-
term loans of an aggregate principal amount of $68,000 from Bruce Korman who is
a affiliate of the Company; furthermore Mr. Korman also serves as Chief
Executive Officer and Chairman of the Board of Directors. The loan was a short-
term loan and as of March 31, 2002 has been repaid in full. In the previous
quarters the Company had obtained a short-term loan of $75,000 from Mr. Robert
Fagenson who serves on the Company's Board. The total amount of this loan is
still outstanding. Furthermore as of February 28, 2002, the Company had $61,308
in arrears in salary to Mr. Korman.

NOTE 5: SHORT-TERM DEBT

     In 1997 the Company entered into a credit agreement with GE Capital
Corporation ("GE") pursuant to which the Company borrowed $5,500,000 for the
purchase of CoinBank component equipment, working capital and general corporate
purposes. The Company and GE Capital had negotiated a waiver agreement as of
September 13, 2001 pursuant to which GE Capital agreed to a six (6) month
deferral of interest payments and a twelve (12) month deferral of principal
payments provided (i) the Company granted GE Capital a lien on all of its assets
(ii) the Company paid GE Capital 60% of all proceeds from the sale of its
CoinBank machines (iii) the Company obtained subordination agreements from all
of its noteholders prior to December 30, 2001 whereby the noteholders
subordinate their lien to that of GE Capital (See Note 6) (iv) the sum of
$250,000 is added to the outstanding principal amount of the loan, which is
being amortized over a twelve (12) month period. As of February 28, 2002 the
Company owes $3,756,070, which includes the principal, financing fees and unpaid
interest. Although the Company is currently trying to obtain an extension from
GE Capital to obtain subordination agreements from all of its noteholders, since
the Company was unable to deliver all required subordination agreements by
December 30, 2001 the Company is in default of the waiver agreement.

NOTE 6: CONVERTIBLE DEBT

     The Company completed an offering on January 5, 2000 and raised $3,362,000
in gross proceeds. The Company incurred approximately $400,000 in offering
expenses, consisting of legal costs, sales commissions and other related costs.
The Company engaged Gunn Allen Financial, Inc. as placement agent and paid
commissions of 10% and reimbursement of expenses. Pursuant to this offering 67.5
units were sold. Each Unit consisted of (i) a Secured Convertible Promissory
Note in the principal amount of $50,000 convertible into Common Stock at a
conversion price of $9.50 per share (maturity date can be converted immediately)
and (ii) Series B Redeemable Warrants to purchase an aggregate of 5,000 Warrant
Shares at an exercise price of $13.00 per share (warrants are vested immediately
and expire five years from the date of issuance).

     The offering was comprised of both debt and equity components. The debt
offering had a beneficial conversion feature of $852,632, which was recorded as
deemed interest. The warrants issued in conjunction with the debt created
$316,500 of deferred interest expense, which has been fully amortized as of the
fiscal quarter ended November 30, 2001.

     Since July 31, 2001 the notes have been in default, however the Company has
made an offer to the noteholders to restructure the debt. Under the offer, the
notes would be extended for two (2) years to July 2003 and the noteholders will
surrender all old warrants priced at $13.50 per share and will receive 2

                                       9
<PAGE>

replacement warrants for every old warrant surrendered. The new warrants are
vested immediately and have a life of 5 years and are exercisable at $1.35 thru
December 31, 2001, $2.20 through January 15, 2002 and $4.50 thereafter. To date
the Company has received executed Acceptance Letters from thirty-two (32) of the
forty-eight (48) noteholders, which modify the terms of the original Promissory
Notes. The Company is engaged in discussions with the remaining sixteen (16)
noteholders to finalize modifications of their Notes. The Company has received
commitments of $2,162,000 of the notes, which represents approximately 65% of
the total notes outstanding. As of February 28, 2002 the Company has accrued
$560,873 in interest payable on the notes.

NOTE 7:  SEGMENT REPORTING

     The Company operates through 3 business segments:  Cash processing,
CoinBank machines, and the development and marketing of its EMMA transaction
processing software and related services. The Company has a firm fixed price
contract with the Los Angeles County Metropolitan Transportation Authority to
count currency, which purchased in bulk at a discount from face value and
processed and deposited at face value in the Company's account. The Company also
sells self-service coin counting (CoinBank) machines through existing equipment
distribution channels.

Information on the Company's business segments for the three and nine months
ended February 28,

<TABLE>
<CAPTION>
                                       Three Months        Three Months        Nine Months       Nine Months
                                          Ended               Ended              Ended              Ended
                                       February 28,        February 28,        February 28,      February 28,
                                           2002                2001                2002              2001
                                       -----------         -----------        -----------       -----------
<S>                                    <C>                 <C>                <C>               <C>
Gross Revenues                         $ 4,745,888         $ 5,874,652        $10,183,296       $19,695,716

Net Revenues and Sales:
  Cash processing                           69,823              80,104            152,563           320,680
  Coinbank machines                              -              43,422             96,578           116,202
  EMMA                                           -                   -             10,000                 -
                                       -----------         -----------        -----------       -----------
                                            69,823             123,526            259,141           436,882
                                       ===========         ===========        ===========       ===========
Interest expense
  Cash processing                              650                  93              1,292            14,875
  Coinbank machines                          2,336                 779              7,007             9,380
  EMMA                                           -                   -                  -                 -
</TABLE>

                                       10
<PAGE>

<TABLE>
<S>                                     <C>                 <C>                <C>               <C>
  Unallocated                              307,508             254,945            857,413           712,191
                                       -----------         -----------        -----------       -----------
                                           310,494             255,817            865,712           736,446
                                       ===========         ===========        ===========       ===========

Depreciation
  Cash processing                                                9,291                               22,647
  Coinbank machines                                              3,757                               12,872
  EMMA                                      65,989                   -             65,989                 -

  Unallocated                                                    5,516                               16,549
                                       -----------         -----------        -----------       -----------
                                            65,989              18,564             65,989            52,068
                                       ===========         ===========        ===========       ===========

Segment profit (loss)
  Cash processing                          (10,147)            (22,807)           (94,297)          (12,110)
  Coinbank machines                       (190,294)           (374,243)          (581,490)       (1,223,522)
  EMMA                                    (123,756)                  -           (123,756)                -
  Unallocated                             (690,507)           (692,285)        (1,759,297)       (2,015,930)
                                       -----------         -----------        -----------       -----------
                                        (1,014,704)         (1,089,335)        (2,558,840)       (3,251,562)
                                       ===========         ===========        ===========       ===========

Net identifiable assets:
  Cash processing                                -              33,270                  -            33,270
  Coinbank machines                      1,198,398           1,293,264          1,198,398         1,293,264
  EMMA                                   2,705,547           2,105,231          2,705,547         2,105,231
  Unallocated                            1,021,592             853,739          1,021,592           853,739
                                       -----------         -----------        -----------       -----------
                                         4,925,537           4,285,504          4,925,537         4,285,504
                                       ===========         ===========        ===========       ===========
</TABLE>

                                       11
<PAGE>

NOTE 8:  DIVIDENDS PAID

     During the quarter ended February 28, 2002, the Company paid annual
dividends on the Series B Preferred Stock, which were due and payable on June
30, 2001. Each share of Series B Preferred Stock was eligible for $0.40 per
share in cash or at the discretion of the Company, in shares of common stock.
The Company had a total liability of $120,000 and issued a total of 95,239
shares of the Company's common stock.

                                       12
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

SAFE HARBOR STATEMENT

     In addition to historical information, the information included in this
Form 10-QSB contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act" ), such as those pertaining to the Company's capital resources, performance
and results of operations. Forward-looking statements involve numerous risks and
uncertainties and should not be relied upon as predictions of future events.
Certain such forward-looking statements can be identified by the use of forward-
looking terminology such as "believes," "expects," "may," "will,"
" should," "seeks," "approximately", "intends," "plans," "pro forma,"
"estimates," or "anticipates" or the negative thereof or other variations
thereof or comparable terminology, or by discussions of strategy, plans or
intentions. Such forward-looking statements are necessarily dependent on
assumptions, data or methods that may be incorrect or imprecise and may be
incapable of being realized. The following factors, among others, could cause
actual results and future events to differ materially from those set forth or
contemplated in the forward-looking statements: significant and immediate need
for capital, market acceptance of the Company's products, technological
restrictions upon development, limited marketing experience, uncertainty of
product development, including our EMMA technology, dependence upon new
technology, need for qualified management personnel and competition. The success
of the Company also depends upon economic trends generally, governmental
regulation, legislation, and population changes. Readers are cautioned not to
place undue reliance on forward-looking statements, which reflect management's
analysis only. The Company assumes no obligation to update forward-looking
statements.

Introduction
------------

     Cash Technologies, Inc., is a Delaware Corporation, incorporated in August
1995. Unless the context otherwise requires, references herein to the Company
refer to Cash Technologies, Inc., and its wholly-owned subsidiaries, National
Cash Processors, Inc., a Delaware corporation, incorporated in May 1994, which
became a subsidiary of the Company in January 1996; CoinBank Automated Systems,
Inc., a Delaware corporation, incorporated in November 1995; CoinBank Automation
Handels GmbH, Salzburg, Austria incorporated in February, 1998 and Cintelia
Systems, Inc., incorporated in December, 2001.

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

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

     In December of 1997, the Company filed a patent application describing its
transaction processing and networking technologies, which resulted in the
issuance of patent, number 6,308,887, by the U.S. Patent and Trademark Office on
October 30, 2001. The technology, which was later named EMMA (E-commerce Message
Management Architecture), allows for the seamless integration of conventional
ATM and credit card networks with non-bank networks and the Internet. The
explosion of

                                       13
<PAGE>

Internet e-commerce has created, in management's opinion, a demand for EMMA's
unique capabilities to provide advanced financial services on ATMs, POS (point
of sale) terminals and wireless devices.

     Technological feasibility was achieved in September of 1999 and from that
point forward all expenses related to the EMMA software development had been
capitalized. As of December 31, 2001, the Company had capitalized $2,771,536 in
development and related costs. The EMMA product was available for release to the
public in January 2002 thus all development costs since have been expensed.
Furthermore the capitalization is being amortized over a seven (7) year period.
During the quarter ended February 28, 2002 the Company recognized $65,989 in
amortization expenses.

Commercial Cash Processing

     While the Company has, in recent years, expanded its operations into other
technologies, it began and continues to do business as a cash processor through
its National Cash Processors, Inc. subsidiary. Typically, currency is purchased
in bulk at a discount of between 1% and 2% from face value. After counting,
sorting and/or wrapping, the Company either promptly resells the processed
currency at face value plus a small fee (approximately $10.00 per $1,000 worth
of bills sorted) to a variety of customers, including armored car companies, or
deposits it at face value at the Federal Reserve Bank for credit to the
Company's account. The Company's contract with the Los Angeles County
Metropolitan Transit Authority (LACMTA) to count currency expires on June 30,
2002 and there can be no assurance that LACMTA will renew the agreement, which
may result in a significant reduction in the Company's gross and net revenue.

Coin Counting Equipment

     In 1995, the Company began its development of CoinBank(R) self-service coin
counting machines, distributed through its CoinBank Automated Systems, Inc.
subsidiary.  The machines accept and count loose coin, then generate a receipt
redeemable for the amount counted less a service fee of typically 7-9%. This
receipt can then be exchanged for currency or goods.  The machines provide
individuals and small businesses with a convenient method for the disposing of
their accumulated loose coin without the need for pre-sorting or wrapping. The
Company has performed extensive field tests with these machines in Southern
California, New England and Europe. The machines can be readily configured to
count coin denominations from most countries in the world.  An important feature
of the machines, for which the Company filed for patent protection in 1997, is
their ability to reject extraneous materials such as foreign objects and slugs,
minimizing down time and repairs.  Patent number 6,318,536, issued by the U.S.
Patent and Trademark Office on November 20, 2001, includes the foreign debris
management and other proprietary techniques.

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

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

                                       14
<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED FEBRUARY 28, 2002, COMPARED TO THREE MONTHS ENDED FEBRUARY
28, 2001.

     Gross revenues include the value of the cash processed and CoinBank machine
sales for the three months ended February 28, 2002, amounted to $4,745,888
compared to $5,874,652 for the quarter ended February 28, 2001. Gross revenues
do not represent revenues under Generally Accepted Accounting Principles. Net
revenues for the 2002 period decreased to $69,823 or 1.47% of gross revenues,
compared to $123,526 or 2.10% of gross revenues for 2001 period. The decrease in
net revenue was primarily attributable to the decrease in the amount of coin
machines sold during the period. CoinBank machines sold in the quarter ended
February 28, 2001 provided gross proceeds of $43,422 compared to zero for the
same period this year.

     Cost of revenues for the three months ended February 28, 2002, was $32,389
compared to $80,377 for the quarter ended February 28, 2001. The decrease in
direct costs was primarily the result of a decrease in the cost of coin machines
sold. Included in cost of revenues is depreciation expense of $407 and $3,137
for the three months ended February 28, 2002 and 2001, respectively.

     Gross profit for the three months ended February 28, 2002 was $37,439
compared to a gross profit of $43,149 for the three months ended February 28,
2001. The decrease in gross profit was directly related to the decrease in
CoinBank machines sold during the current quarter.

     Selling, General and Administrative expenses for the three months ended
February 28, 2001, decreased to $663,409 compared to $858,103 for the three
months ended February 28, 2001. These expenses consist primarily of wages (and
wage related costs), outside contractor expenses, travel/promotional expenses,
professional services and facilities/office related expenses. The decrease was
primarily attributable to significant decrease in wages expense and other
administrative costs due to reduction of labor offset by an increase in software
development costs. During the quarter ended February 28, 2002, $57,767 in
software development costs were recognized compared to zero for the same period
in 2001.

     Depreciation and amortization expenses for the three months ended February
28, 2002, and 2001, were $78,240 and $18,564, respectively. The increase was the
result of the amortization of developments costs of 65,989 during the current
quarter.

     Interest expense for the three months ended February 28, 2002 and 2001, was
$310,494 and $255,817, respectively. The increase was primarily due to the
increase in the interest expense recognized in relation to the fees amortized in
conjunction with the deferment of G.E. Capital notes payable.

     As a result of the foregoing, net losses for the three months ended
February 28, 2002 and 2001, were $1,014,704 and $1,089,335 respectively.

                                       15
<PAGE>

NINE MONTHS ENDED FEBRUARY 28, 2002, COMPARED TO NINE MONTHS ENDED FEBRUARY 28,
2001.

     Gross revenues include the value of the cash processed and CoinBank machine
sales for the nine months ended February 28, 2002, amounted to $10,183,296
compared to $19,695,716 for the nine months ended February 28, 2001. Gross
revenues do not represent revenues under Generally Accepted Accounting
Principles. Net revenues for the 2002 period decreased to $259,142 or 2.54% of
gross revenues, compared to $436,882 or 2.22% of gross revenues for 2001 period.
The decrease in net revenue was primarily attributable to the decrease in the
amount cash processed due to the Company's cash restraints.

     Cost of revenues for the nine months ended February 28, 2002, was $171,895
compared to $290,940 for the period ended February 28, 2001. The decrease in
direct costs was primarily the result of a decrease in the amount of cash
processed. Included in cost of revenues is depreciation expense of $9,554 and
$14,908 for the nine months ended February 28, 2002 and 2001, respectively.

     Gross profit for the nine months ended February 28, 2002, was $87,247
compared to a gross profit of $145,942 for the nine months ended February 28,
2001. The decrease in gross profit was directly attributable to the decrease in
cash processed from $19,695,716 for the nine-month period ended February 28,
2001 to $10,183,296 for the nine-month period ended February 28, 2000.

     Selling, General and Administrative expenses for the nine months ended
February 28, 2002 decreased to $1,651,868 from $2,606,590 for the nine months
ended February 28, 2001. These expenses consist primarily of wages (and wage
related costs), outside contractor expenses, travel/promotional expenses,
professional services and facilities/office related expenses. The decrease was
primarily attributable to significant decrease in wages expense and other
administrative costs due to reduction of labor.

     Depreciation and amortization expenses for the nine months ended February
28, 2002, and 2001, were $128,507 and $52,068, respectively. The increase was
the result of the amortization of developments costs of 65,989 during the
current period.

     Interest expense for the nine months ended February 28, 2002 and 2001, was
$865,712 and $736,446, respectively. The increase was primarily due to the
increase in the interest expense recognized in relation to the fees amortized in
conjunction with the deferment of G.E. Capital notes payable.

     Income taxes for the nine months ended February 28, 2002 and 2001 was zero
and $2,400, respectively.

     As a result of the foregoing, net losses for the nine months ended February
28, 2002 and 2001, were $2,558,840 and $3,251,562 respectively.

                                       16
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company continues to suffer recurring losses from operations as of
February 28, 2002, and has not generated sufficient revenue producing activity
to sustain its operations. The Company's auditors have included an explanatory
paragraph in their report for the year ended May 31, 2001, indicating there is
substantial doubt regarding the Company's ability to continue as a going
concern. The Company is attempting to raise additional capital to meet future
working capital requirement and launch new products, but may not be able to do
so. Should the Company not be able to do so, it may have to curtail operations.

     The Company's capital requirements have been and will continue to be
significant and its cash requirements have been exceeding its cash flow from
operations. As of February 28, 2002, the Company had unrestricted cash and cash
equivalents of $695,781 compared to $113,569 as of February 28, 2001. Also on
February 28, 2002, the Company had a working capital deficit of $10,272,401
compared to $2,342,720 on February 28, 2001. The increase in working capital
deficit is primarily the result of reclassifying the $3,756,070 of GE Capital
debt (See note 5) and the $3,362,000 of Secured Convertible Promissory Notes
(See note 6) to short term debt. There can be no assurance though that the
remaining convertible debt will be successfully restructured. The Company's
contract with the Los Angeles County Metropolitan Transit Authority (LACMTA) to
count currency expires on June 30, 2002 and there can be no assurance that
LACMTA will renew the agreement, which may result in a significant reduction in
the Company's gross and net revenue.

     Since inception, the Company has satisfied its working capital requirements
through limited cash flow generated from operations, the issuance of equity and
debt securities, and various borrowings. As a result of various cost saving
initiatives, the Company's current monthly operating costs are approximately
$150,000, not inclusive of any principal or interest payments on outstanding
debt. At March 15, 2002, the Company had cash and cash equivalents of $388,264.

     Net cash used by operating activities was $1,106,170 for the nine months
ended February 28, 2002, as compared to net cash used by operating activities of
$1,725,284 for the nine months ended February 28, 2001. The total decrease of
$619,114 in net cash used by operating activities, during the 2002 period was
primarily due to a decrease in net loss of $618,091 as well as increases in
accrued interest of $480,375, non-cash deemed interest expense of $354,167 and
other assets of $208,424 offset by decreases in receivables of $79,584, accounts
payable of $879,262 and non cash compensation of $164,375.

     Net cash used in investing activities was $410,989 for the nine months
ended February 28, 2002, as compared to $823,962 for the nine months ended
February 28, 2001. The decrease in net cash used in investing activities was
primarily attributable to a decrease in capitalized software cost of $445,230.

     Net cash provided by financing activities for the nine months ended
February 28, 2002, was $2,212,940 as compared to $2,131,018 for the nine months
ended February 28, 2001. The slight increase in net cash provided by financing
activities for the 2002 period was primarily attributable to decreases in
proceeds from the issuance of preferred stock of $1,574,500, proceeds from short
term debt of $140,000 and bank overdraft of $200,860 offset by decreases in the
repayment of long-term debt of $656,295 and increases in proceeds from the sale
of common stock of $1,352,500.

     In 1997 the Company entered into a credit agreement with GE Capital
Corporation ("GE") pursuant to which the Company borrowed $5,500,000 for the
purchase of CoinBank component equipment, working capital and general corporate
purposes. The Company and GE Capital had negotiated a waiver agreement as of
September 13, 2001 pursuant to which GE Capital agreed to a six (6) month
deferral of interest payments and a twelve (12) month deferral of principal
payments provided (i) the Company granted GE Capital a lien on all of its assets
(ii) the Company paid GE Capital 60% of all proceeds from the sale of its
CoinBank machines (iii) the Company obtained subordination agreements

                                       17
<PAGE>

from all of its noteholders prior to December 30, 2001 whereby the noteholders
subordinate their lien to that of GE Capital (See Note 6) (iv) the sum of
$250,000 is added to the outstanding principal amount of the loan, which is
being amortized over a twelve (12) month period. As of November 30, 2001 the
Company owes $3,756,070, which includes the principal, financing fees and unpaid
interest. Although the Company is currently trying to obtain an extension from
GE Capital to obtain subordination agreements from all of its noteholders, since
the Company was unable to deliver all required subordination agreements by
December 30, 2001 the Company is in default of the waiver agreement.

     Since July 31, 2001 the notes have been in default, however the Company has
made an offer to the noteholders to restructure the debt. Under the offer, the
notes would be extended for two (2) years to July 2003 and the noteholders will
surrender all old warrants priced at $13.50 per share and will receive 2
replacement warrants for every old warrant surrendered. The new warrants are
vested immediately and have a life of 5 years and are exercisable at $1.35 thru
December 31, 2001, $2.20 through January 15, 2002 and $4.50 thereafter.  To date
the Company has received executed Acceptance Letters from thirty-two (32) of the
forty-eight (48) noteholders, which modify the terms of the original Promissory
Notes. The Company is engaged in discussions with the remaining sixteen (16)
noteholders to finalize modifications of their Notes. The Company has received
commitments of $2,162,000 of the notes, which represents approximately 65% of
the total notes outstanding. As of February 28, 2002 the Company has accrued
$560,873 in interest payable on the notes.

     On December 5, 2001 the Company issued 10,000 shares of the Company's
common stock valued at $22,000 to one of its shareholders for payment toward
consulting services performed. An expense of $22,000 was recognized during the
quarter ended February 28, 2002. The shares of common stock were issued at fair
market value.

     In December 2002, the Company in a private transaction under Section 4(2)
of the Securities Act of 1933, as amended, completed a private placement of its
securities. The Company sold nine (9) units for gross proceeds of $225,000.
Each unit was comprised of 20,000 shares of common stock and warrants to
purchase 20,000 shares of common stock. Ten thousand (10,000) warrants are
initially exercisable to purchase one warrant share each at an initial exercise
price of $1.50, five thousand (5,000) warrants at $2.50 and five thousand
(5,000) warrants at $4.75. Furthermore, during the quarter ended February 28,
2002, there was a deemed dividend expense of $139,244 recognized in conjunction
with the warrants issued in this offering.

     In January 2002, the Company in a private transaction under Section 4(2) of
the Securities Act of 1933, as amended, completed a private placement of its
securities. The Company sold nine (8) units for gross proceeds of $200,000. Each
unit was comprised of 13,298 shares of common stock and warrants to purchase
6,250 shares of common stock. The warrants are initially exercisable to purchase
one warrant share each at an initial exercise price of $1.88. Furthermore,
during the quarter ended February 28, 2002, there was a deemed dividend expense
of $33,292 recognized in conjunction with the warrants issued in this offering.

     In February 2002, the Company, in a private transaction under Section 4(2)
of the Securities Act of 1933, as amended, sold 3 units at an aggregate of
$75,000 of its securities to 2 foreign investors. Each unit comprised of (i)
16,667 shares of Common Stock and (ii) 2,500 common stock purchase warrants.
The warrants have an exercise price of $1.70 per share and are exercisable for
five years. During the quarter ended February 28, 2002 there was a deemed
dividend expense of $8,397 recognized in conjunction with the warrants issued in
this offering. The proceeds of the transactions were used to pay certain debts,
including payroll obligations, of the Company's Austrian subsidiary.

                                       18
<PAGE>

     Effective February 22, 2002, we completed a private placement of our
securities with one of our shareholders. GunnAllen Financial Corp, a registered
broker dealer, served as placement agent for the transaction, which was intended
to comply with Section 4(2) of the Securities Act of 1933, as amended.  We sold
a unit for gross proceeds of $750,000.  The unit was comprised of 576,923 shares
of common stock and warrants to purchase 150,000 shares of common stock. Each
warrant is initially exercisable to purchase one share at an initial exercise
price of $1.50. In addition, we paid a commission of 8% of the gross proceeds to
GunnAllen Financial Corp and issued to GunnAllen Financial (or its affiliates)
an aggregate of 40,000 common stock warrants at an exercise price of $1.50 per
share. Furthermore, during the quarter ended February 28, 2002, there was a
deemed dividend expense of $123,077 recognized in conjunction with the warrants
issued in this offering. The Company received net proceeds of $685,000 in
conjunction with this offering.


                                       19
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     On September 22, 2000, Shaw's Supermarkets filed a lawsuit (Shaw's
Supermarkets, Inc. v. Cash Technologies, Inc., CoinBank Automated Systems Inc.
United States District Court, District of Massachusetts) against the Company
claiming breach of contract and damages. The Company had been placing CoinBank
machines in Shaw's locations in New England and had been negotiating a
settlement and termination agreement with Shaw's to terminate the CoinBank
machine placements in light of the Company's decision to discontinue the free
placement of CoinBank machines. Shaw's is claiming that it is owed $85,000 in
reimbursements in addition to damages for termination totaling approximately
$200,000. The Company believes that the amount owed for reimbursement is
approximately $55,000 and has accrued for the liability and that it has no
liability whatsoever under the contract for termination fees. Furthermore, the
Company has potential claims against Shaw's for damages to the machines. The
Company intends to defend itself in the suit. There can be no assurance that the
Company will be successful in the defense. Settlement negotiations are presently
underway with Shaw's.

     In December 1997, Vindex USA, Inc. filed a complaint against CAS, a
subsidiary of the Company, in the Superior Court of California, Los Angeles
County, seeking to recover $40,000, an unspecified amount of commissions and
interest accrued thereon allegedly due it under the terms of a consulting
agreement it alleged was breached by the Company. The court has entered a
judgment against CAS in favor of Vindex in the sum of $97,864.

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

     Upon learning of this matter, the Company immediately initiated legal
actions in Louisiana and California. At a hearing in the Louisiana court, the
Company was granted a Temporary Restraining Order staying enforcement of the
judgment. The Company contends that the Louisiana court had no jurisdiction over
it and that it was never properly served with either the original Louisiana
lawsuit, the judgment issued by the Louisiana court or the California sister-
state judgment. The Company also contends that Kane Corte's allegations are
without merit and that his desire to return the machines is a result of his
failed business practices. The Company has initiated legal action in both
Louisiana and California seeking to set aside both judgments and to cause the
matter, including the issue of jurisdiction, to be heard on its merits by the
Louisiana court. The Company believes that it will be successful in these
actions to set aside

                                       20
<PAGE>

the judgments. The Company further believes that it has meritorious defenses to
each of the allegations in the action and that it will ultimately prevail on
merits. The Company will incur the cost of defense, including legal fees, in an
undetermined amount in connection with these matters, which may not be
recoverable. There can be no assurance that the Company will be successful in
the defense.

ITEM 2.   CHANGE IN SECURITIES

     On December 5, 2001 the Company issued 10,000 shares of the Company's
common stock valued at $22,000 to one of its shareholders for payment toward
consulting services performed. An expense of $22,000 was recognized during the
quarter ended February 28, 2002. The shares of common stock were issued at fair
market value.

     In December 2002, the Company in a private transaction under Section 4(2)
of the Securities Act of 1933, as amended, completed a private placement of its
securities. The Company sold nine (9) units for gross proceeds of $225,000.
Each unit was comprised of 20,000 shares of common stock and warrants to
purchase 20,000 shares of common stock. Ten thousand (10,000) warrants are
initially exercisable to purchase one warrant share each at an initial exercise
price of $1.50, five thousand (5,000) warrants at $2.50 and five thousand
(5,000) warrants at $4.75. Furthermore, during the quarter ended February 28,
2002, there was a deemed dividend expense of $139,244 recognized in conjunction
with the warrants issued in this offering.

     In January 2002, the Company in a private transaction under Section 4(2) of
the Securities Act of 1933, as amended, completed a private placement of its
securities. The Company sold nine (8) units for gross proceeds of $200,000. Each
unit was comprised of 13,298 shares of common stock and warrants to purchase
6,250 shares of common stock. The warrants are initially exercisable to purchase
one warrant share each at an initial exercise price of $1.88. Furthermore,
during the quarter ended February 28, 2002, there was a deemed dividend expense
of $33,292 recognized in conjunction with the warrants issued in this offering.

     In February 2002, the Company, in a private transaction under Section 4(2)
of the Securities Act of 1933, as amended, sold 3 units at an aggregate of
$75,000 of its securities to 2 foreign investors. Each unit comprised of (i)
16,667 shares of Common Stock and (ii) 2,500 common stock purchase warrants.
The warrants have an exercise price of $1.70 per share and are exercisable for
five years. During the quarter ended February 28, 2002 there was a deemed
dividend expense of $8,397 recognized in conjunction with the warrants issued in
this offering. The proceeds of the transactions were used to pay certain debts,
including payroll obligations, of the Company's Austrian subsidiary.

     Effective February 22, 2002, we completed a private placement of our
securities with one of our shareholders. GunnAllen Financial Corp, a registered
broker dealer, served as placement agent for the transaction, which was intended
to comply with Section 4(2) of the Securities Act of 1933, as amended.  We sold
a unit for gross proceeds of $750,000.  The unit was comprised of 576,923 shares
of common stock and warrants to purchase 150,000 shares of common stock. Each
Series H Warrants is initially exercisable to purchase one Warrant Share at an
initial exercise price of $1.50. In addition, we paid a commission of 8% of the
gross proceeds to GunnAllen Financial Corp and issued to GunnAllen Financial (or
its affiliates) an aggregate of 40,000 common stock warrants at an exercise
price of $1.50 per share. Furthermore, during the quarter ended February 28,
2002, there was a deemed dividend expense of $123,077 recognized in conjunction
with the warrants issued in this offering. The Company received net proceeds of
$685,000 in conjunction with this offering.

     During the quarter Ended February 28, 2002, there were 1,365,860 share of
common stock issued in conjunction with preferred stock conversions. There were
a total 270,000 shares Series B Preferred Stock, 25 shares of Series D Preferred
Stock and 5 shares of Series F Preferred Stock surrendered.

                                       21
<PAGE>

ITEM 3.   DEFAULT UPON SENIOR SECURITIES

     In 1997 the Company entered into a credit agreement with GE Capital
Corporation ("GE") pursuant to which the Company borrowed $5,500,000 for the
purchase of CoinBank component equipment, working capital and general corporate
purposes. The Company and GE Capital had negotiated a waiver agreement as of
September 13, 2001 pursuant to which GE Capital agreed to a six (6) month
deferral of interest payments and a twelve (12) month deferral of principal
payments provided (i) the Company granted GE Capital a lien on all of its assets
(ii) the Company paid GE Capital 60% of all proceeds from the sale of its
CoinBank machines (iii) the Company obtained subordination agreements from all
of its noteholders prior to December 30, 2001 whereby the noteholders
subordinate their lien to that of GE Capital (See Note 6) (iv) the sum of
$250,000 is added to the outstanding principal amount of the loan, which is
being amortized over a twelve (12) month period. As of November 30, 2001 the
Company owes $3,756,070, which includes the principal, financing fees and unpaid
interest. Although the Company is currently trying to obtain an extension from
GE Capital to obtain subordination agreements from all of its noteholders, since
the Company was unable to deliver all required subordination agreements by
December 30, 2001 the Company is in default of the waiver agreement.

     In January 2000 the Company completed an offering and raised $3,362,000 in
gross proceeds. Pursuant to this offering 67.5 Units were sold in which each
Unit consisted of (i) a Secured Convertible Promissory Note in the principal
amount of $50,000 convertible into Common Stock at a conversion price of $9.50
per share (maturity date can be converted immediately) and (ii) Series B
Redeemable Warrants to purchase an aggregate of 5,000 Warrant Shares at an
exercise price of $13.00 per share (warrants are vested immediately and expire
five years from the date of issuance). As of November 30, 2001 the Company owes
$3,838,498 in principal and interests with regards to these notes.

Since July 31, 2001 the notes have been in default, however the Company has made
an offer to the noteholders to restructure the debt. Under the offer, the notes
would be extended for two (2) years to July 2003 and the noteholders will
surrender all old warrants priced at $13.50 per share and will receive 2
replacement warrants for every old warrant surrendered. The new warrants are
vested immediately and have a life of 5 years and are exercisable at $1.35 thru
December 31, 2001, $2.20 through January 15, 2002 and $4.50 thereafter.  To date
the Company has received executed Acceptance Letters from thirty-two (32) of the
forty-eight (48) noteholders, which modify the terms of the original Promissory
Notes. The Company is engaged in discussions with the remaining (16) sixteen
noteholders to finalize modifications of their Notes. The Company has received
commitments for $2,162,000 of the notes, which represents approximately 65% of
the total notes outstanding. As of February 28, 2002 the Company has accrued
$560,873 in interest payable on the notes.

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

Not Applicable

ITEM 5.   OTHER INFORMATION

None

                                       22
<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

NONE

(b)   Reports on Form 8-K

NONE

                                       23
<PAGE>

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report on Form 10QSB for the
fiscal quarter ended February 28, 2002, to be signed on its behalf by the
undersigned, thereunto duly authorized the 22nd day of February 2002.


CASH TECHNOLOGIES, INC.


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


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

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