<PAGE>

                                                           Registration No. 333-

    As filed with the Securities and Exchange Commission on November 1, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            _________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                _________________

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

                Delaware                      95-4558331
       (State or other jurisdiction           (I.R.S. Employer
     of incorporation or organization)        Identification Number)

                             1434 West 11/th/ Street
                          Los Angeles, California 90015
                                 (213) 745-2000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                                _________________

                    Non-Executive Director Stock Option Plan
                            (Full title of the Plan)

                                _________________

                                  Bruce Korman
                      President and Chief Executive Officer
                             1434 West 11/th/ Street
                          Los Angeles, California 90015
                                 (213) 745-2000
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                _________________

                                 With copies to:

                             Brian C. Daughney, Esq.
                            Goldstein & DiGioia, LLP
                              369 Lexington Avenue
                            New York, New York 10017
                            Telephone (212) 599-3322
                            Facsimile (212) 557-0295

         Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.

         If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plan, please check the following
box. [_]

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [_]

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] ___________________.

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_] _______________________

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================

                                                                                   Proposed
                                                            Proposed Maximum       Maximum      Amount of
Title of Each Class of Securities      Amount to be         Offering Price per     Aggregate    Registration
Being Registered                       Registered           Share(1)               Offering     Fee
                                                                                   Price(1)
----------------------------------------------------------------------------------------------------------------
<S>                                    <C>                  <C>                    <C>          <C>
Common Stock, $.001 par
value ..............................   50,000               $1.00                   $50,000      $12.50
----------------------------------------------------------------------------------------------------------------
Total ..............................   50,000               $1.00                   $50,000      $12.50

================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of determining the registration fee.
         Pursuant to Rule 457(h)(1), this figure is based upon the average of
         the high and low prices paid for a share of the company's common stock
         on October 29, 2001, as reported on the American Stock Exchange ($1.00
         per share).

                           ___________________________

         The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to Section 8(a) may
determine.

<PAGE>

RE-OFFER
P R O S P E C T U S
-------------------

                         50,000 Shares of Common Stock

                             CASH TECHNOLOGIES, INC.

         We are registering for resale an aggregate of 50,000 shares of common
stock, $.001 par value of Cash Technologies, Inc., which shares have been issued
by us to the person named under the heading selling shareholders, and which
person has served as a consultant to us.

         Our Common Stock is listed on the American Stock Exchange under the
symbol "TQ". On October 29, 2001, the high and low prices for the Common Stock
as reported by the American Stock Exchange were $1.00 and $1.00, respectively.

         We will not receive any proceeds from the sale of the shares by the
selling security holder.

         The shares may be sold from time to time by the selling security
holder, or by his transferees. No underwriting arrangements have been entered
into by the selling security holder. The distribution of the shares by the
selling security holder may be effected in one or more transactions that may
take place on the over the counter market, including ordinary brokers
transactions, privately negotiated transactions or through sales to one or more
dealers for resale of the shares as principals, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage fees
or commissions may be paid by the selling security holder in connection with
such sales. The selling security holder and intermediaries through whom such
shares are sold may be deemed underwriters within the meaning of the Act, with
respect to the shares offered.

         PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE EIGHT (8) TO READ ABOUT
CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF COMMON STOCK.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this Prospectus is November 1, 2001

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                  <C>
AVAILABLE INFORMATION ..............................................    1

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ....................    1

PROSPECTUS SUMMARY .................................................    3

THE COMPANY ........................................................    3

THE OFFERING .......................................................    7

RISK FACTORS .......................................................    8

SELLING SECURITY HOLDERS ...........................................   18

DESCRIPTION OF SECURITIES ..........................................   19

PLAN OF DISTRIBUTION ...............................................   20

REPORTS TO SHAREHOLDERS ............................................   21

LEGAL MATTERS ......................................................   21

EXPERTS ............................................................   21

ADDITIONAL INFORMATION .............................................   21

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS .........................   22

SIGNATURES .........................................................   26
</TABLE>

<PAGE>

                              AVAILABLE INFORMATION

         We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, file reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
statements and other information that we file with the Commission pursuant to
the informational requirements of the Exchange Act may be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., 0Washington, D.C. 20549 and at the following Regional Offices of
the Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10048; and Chicago Regional Office, 500 West Madison Street, Room
1400, Chicago, Illinois 60661. Copies of such material may be obtained from the
public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site, http://www.sec.gov, that contains reports, proxy
and information statements and other information that we file electronically
with the SEC.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act with respect to the shares of common stock offered by
this re-offer prospectus. This re-offer prospectus does not contain all the
information set forth in or annexed as exhibits to the registration statement.
For further information with respect to our company and the shares of common
stock offered by this re-offer prospectus, reference is made to the registration
statement and to the financial statements, schedules and exhibits filed as part
thereof or incorporated by reference herein. Copies of the registration
statement, together with such financial statements, schedules and exhibits, may
be obtained from the public reference facilities of the Commission at the
addresses listed above, upon payment of the charges prescribed therefor by the
Commission. Statements contained in this re-offer prospectus as to the contents
of any contract or other document referred to are not necessarily complete and,
in each instance, reference is made to the copy of such contract or other
documents, each such statement being qualified in its entirety by such
reference. Copies of such contracts or other documents, to the extent that they
are exhibits to this registration statement, may be obtained from the public
reference facilities of the Commission, upon the payment of the charges
prescribed therefor by the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, heretofore filed by Cash Technologies with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:

                1.    Our Annual Report on Form 10-K, as amended, for the fiscal
                year ended May 31, 2001, including information specifically
                incorporated by reference into our Form 10-KSB from our
                definitive Proxy Statement.

                2.    A description of our common stock contained in our
                registration statement on Form 8-A filed July 2, 1998.

                3.    Our Form 10-QSB for the quarter ended August 31, 2001.

                                        1

<PAGE>

                4.    Our Form 8-K filed on September 14, 2001

         Each document filed subsequent to the date of this prospectus pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference in
this prospectus and shall be part hereof from the date of filing of such
document.

         All documents filed by the registrant after the date of filing the
initial registration statement on Form S-3 of which this prospectus forms a part
and prior to the effectiveness of such registration statement pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 shall
be deemed to be incorporated by reference into this prospectus and to be part
hereof from the date of filing of such documents.

         The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any document described above (other than exhibits). Requests
for such copies should be directed to Cash Technologies, Inc., 1434 West 11/th/
Street, Los Angeles, California 90015, telephone (213) 745-2000, Attention:
Edmund King, Chief Financial Officer.

                                        2

<PAGE>

                               PROSPECTUS SUMMARY

      The following summary is intended to set forth certain pertinent facts and
highlights from material contained in the our annual report on Form 10-KSB for
the fiscal year ended May 31, 2001 (the "Form 10-KSB") and our quarterly report
on Form 10-QSB for the quarter ended August 31, 2001 (the "Form 10-QSB"),
incorporated by reference into this prospectus.

                                   THE COMPANY

Introduction

      Cash Technologies, Inc., was incorporated in Delaware in 1995 and operates
through 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, and CoinBank Automation Handels
GmbH, Salzburg, Austria. Unless the context otherwise requires, references
herein to the Company refers to Cash Technologies, Inc., and its wholly-owned
subsidiaries, National Cash Processors, Inc., CoinBank Automated Systems, Inc.
and CoinBank Automation Handels GmbH, Salzburg, Austria.

      Since April 3, 2000 the Company's Common Stock has been listed on the
American Stock Exchange under the symbol "TQ", and on June 5, 2000, closing
price of the Common Stock was $6.3125. From the date of our initial public
offering on July 8, 1998 through March 31, 2000, the Company's Common Stock was
listed for trading on the Nasdaq SmallCap Market under the symbol "CHNG".

Electronic Message Management Architecture (EMMA)(TM) Transaction Processing
System

      In 1996, the Company began its development of an enhanced version of an
automated teller machine which was designated the ATM-X. The ATM-X was designed
to provide a range of services not typically offered by ATM machines, such as
electronic bill payment, instant activated phone cards, event ticketing and
others. As development efforts proceeded, the Company discovered a significant
market demand for such a product and 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 PCs.

      In December 1997, the Company filed a patent application describing its
transaction processing and networking technologies, which was allowed by the
U.S. Patent and Trademark Office in spring, 2001. The technology, which was
later named EMMA (E-commerce Message Management Architecture), allows for the
seamless integration of conventional ATM and credit card (point-of-sale)
networks with non-bank networks and the Internet. The need for convenient access
to financial services has created a demand for EMMA's unique capabilities to
provide such services at ATMs, Point-Of-Sale (POS) terminals and wireless
devices.

      EMMA's capabilities, with interfaces to the Company's various financial
services partners, allows it to seamlessly interface financial networks,
particularly the four main channels

                                        3

<PAGE>

through which trillions of dollars are transacted each year: (1) the ATM
network; (2) the credit card network; (3) the Automated Clearing House (ACH)
network; and (4) cash, thus allowing individuals with no ATM card or credit card
to access the services offered.

      In December 1999, the Company entered into an agreement with Rent Way,
Inc. and installed three ATM-X machines in the Rent Way stores as a pilot
program in early 2000. As of August 15, 2001, the machines are in operation and
fully functional providing check cashing and standard ATM functions. In April
2000, the Company entered into an agreement with Popular Cash Express, Inc. to
pilot a check cashing point-of-sale system in Popular Cash Express stores. As of
August 15, 2001, the system is installed in one location and providing check
cashing functions.

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 continues to process currency.

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 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. The U.S. Patent and Trademark Office allowed
the patent in August 2001.

      The Company is marketing the machines to 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

                                        4

<PAGE>

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 market its CoinBank(R) machines for direct sales,
it intends to focus substantially all of its efforts and operations on the
continued development and deployment of the EMMA technology.

Product Development
-------------------

EMMA Transaction Processing System Technical Description

      The EMMA Platform implements a flexible message format that allows for
constructing multiple transactions and transaction types at a financial
terminal, such as an ATM, Point-Of-Sale (POS) terminal, or wireless device
(cellular phone, PDA, etc.) and transmitting those as a single message or
transaction request, to the EMMA Host. These messages can then be easily
converted into message structures that are widely used in the financial
industry.

      The EMMA Host parses the EMMA Message from the client and prioritizes the
enclosed transactions. The EMMA specification allows sophisticated relationships
to be created between transactions that require inter-dependencies between the
various legs of each transaction. The EMMA Host then manages each leg, or
sub-transaction, individually. It also manages each sub-transaction as a
separate communication process. For example, an electronic bill payment
transaction might first require access to a customer's bank account to verify
available funds, then notification of the payment to the biller (through a
remittance processor such as Checkfree) and finally the transfer of funds to the
biller. In this example, each leg required management, routing and a distinct
communication protocol.

      A unique capability of EMMA is its ability to manage and communicate the
various transaction messages in parallel, or asynchronously, expediting
transaction processing and permitting the aggregation of transactions for
payment purposes. For example, a customer may select four different services at
an ATM, such as the payment of a bill, the purchase of a money order, the
transfer of funds and getting cash, and, once selected, these transactions can
be completed simultaneously and with a single payment.

      Designed from the ground up to work in the institutional transaction
processing environment, EMMA is robust, scaleable and reliable, expandable as
needed to meet larger transaction flows as market demand for "advanced-function
services" increases.

ATM-X(TM), POS-X(TM)

      The Company has developed the client software for an enhanced version of
an automated teller machine, designated the ATM-X and a POS terminal, designated
POS-X. The software permits these devices to offer a full range of financial
services not typically offered by ATMs and POS terminals, such as check cashing,
electronic bill payment, instant activated phone cards, event ticketing and
Internet products and services. As reported in previous SEC filings in
partnership with ATM manufacturer Diebold, Inc., in March, 2000, the Company
completed

                                        5

<PAGE>

installation of the first ATM-X pilot at three stores owned by Rent Way. As of
August 31, 2001, the machines are in operation and provide automated check
cashing and ATM functions. As of August 31, 2001, the first POS-X terminals have
been deployed at Popular Cash Express. There can be no assurance that
third-party manufacturers, such as Diebold, continue to provide the hardware
needed for the ATM-X and POS-X machines or that they or we, will be able to
successfully market the software of these devices.

                                        6

<PAGE>

                                  THE OFFERING

Common Stock outstanding prior to
Offering (1) ...............................    3,784,534

Shares being offered for
 Sale by Selling security holder ...........    50,000

Common Stock outstanding after
the Offering ...............................    3,834,534

Risk Factors ...............................    This Offering involves a high
                                                degree of risk. See "Risk
                                                Factors."

Use of Proceeds ............................            All of the proceeds of
                                                this offering will be paid to
                                                the respective Selling security
                                                holder and none of the proceeds
                                                will be received by our company.
                                                See "Use of Proceeds."

AMEX
Market Symbol ..............................            TQ

________________

(1)  As of October 23, 2001. Does not include:

 .    775,887 shares reserved under our company's Stock Option Plan of which
     616,467 options are issued and outstanding.

 .    150,000 shares reserved under our company's Non-Executive Director Plan of
     which 150,000 options are issued and outstanding.

 .    Up to approximately 1,830,592shares reserved for issuance upon exercise of
     outstanding warrants and upon conversion of $3,362,000 principal amount of
     convertible notes, with a conversion price of $9.50 per share.

                                        7

<PAGE>

                                  RISK FACTORS

     An investment in the securities offered hereby involves a high degree of
risk. The following factors, in addition to those discussed elsewhere, should be
considered carefully in evaluating us and our business. An investment in the
securities is suitable only for those investors who can bear the risk of loss of
their entire investment.

     Certain statements contained herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
"1995 Reform Act"). Cash Technologies, Inc. desires to avail itself of certain
"safe harbor" provisions of the 1995 Reform Act and is therefore including this
special note to enable the Company to do so. In addition to historical
information, the information included in this prospectus contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including those pertaining to our 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.
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:

     -     our significant and immediate need for working capital;
     -     market acceptance of our products;
     -     technological restrictions upon development;
     -     our limited marketing experience;
     -     the uncertainty of product development, including our EMMA
           technology,
     -     our dependence upon new technology,
     -     our need for qualified management personnel; and
     -     the effect of competition.

     Our success 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. We assume no obligation to update forward-looking statements. See
also our reports filed from time to time with the Securities and Exchange
Commission pursuant to the Securities Act or the Exchange Act.

     Limited Operating History; Significant and Continuing Losses. The Company
opened its cash processing facility in May 1994, and commenced installations of
CoinBank machines at

                                        8

<PAGE>

a limited number of bank branches in December 1995. As of August 1, 2000, the
Company has removed substantially all of its free-placement CoinBank machines
from field operation. Additionally, the Company is continuing to develop its
EMMA Platform and has not had any commercial activity from the system, except
for the pilot at three Rent Way stores. Accordingly, the Company has a limited
operating history upon which an evaluation of the Company's performance and
prospects can be made. The Company is subject to numerous risks, expenses,
delays, problems and difficulties frequently encountered in the establishment of
any new business. In the last two years, the Company has incurred significant
losses, including net losses of $4,255,570 and $6,639,901 respectively, for its
fiscal years ended May 31, 2001 and 2000. At May 31, 2001, the Company had
stockholders deficiency of $5,435,390 and an accumulated deficit of $23,943,901.
The Company will continue to have a high level of operating expenses and will be
required to make significant up-front expenditures in connection with the
development of its EMMA Platform (including, without limitation, salaries of
executive, technical, marketing and other personnel). The Company anticipates
that it will continue to incur significant and increasing losses for the
foreseeable future until such time, if ever, as the Company is able to generate
sufficient revenues to finance its operations.

     Going Concern. The Company's independent certified public accountants
included an explanatory paragraph in their report for the year ended May 31,
2001, which indicated a substantial doubt as to the ability of the Company to
continue as a going concern. This concern is due primarily to substantial debt
service requirements and working capital needs.

     Working Capital Deficit; Significant Capital Requirements. At May 31, 2001,
the Company had a working capital deficit of $6,402,341. The increase in working
capital deficit is primarily the result of reclassifying the $3,452,070 of GE
Capital debt and the $3,362,000 of secured convertible promissory notes to short
term debt, the latter of which will be reclassified back to long term upon
successful completion of restructuring if any. On September 30, 2001, the
Company had available cash of only approximately $105,000. The Company's capital
requirements have been and will continue to be significant, and its cash
requirements have exceeded cash flow from operations since inception. The
Company is in dire need for capital to continue to operate. The Company has been
dependent on the proceeds of its initial public offering in July 1998, and
private placements of its securities since then of its debt and equity
securities to satisfy its working capital requirements. The Company will be
dependent upon the proceeds of future private placement offerings or other
public offerings to fund development of the EMMA technology, its short-term
working capital requirements, fund certain marketing activities and to continue
implementing its business strategy. There can be no assurance the Company will
be able to raise necessary capital.

          The Need for Substantial Additional Financing; If we are unable to
obtain needed additional financing, our business may fail. In the event that the
Company's plans or assumptions relating to its operations change or prove to be
inaccurate or if the net proceeds of future private placements or other public
offerings together with revenues generated from operations prove to be
insufficient (due to, among other things, unanticipated expenses, increased
competition, unfavorable general economic conditions, decreased demand for cash
processing services, inability to successfully market its products, or other
unforeseen circumstances), the

                                        9

<PAGE>

Company could be required to seek other alternatives available to it. The
Company currently requires and expects over the next fiscal year to continue to
need substantial additional capital in order to continue operations. There can
be no assurance that additional financing from any source will be available to
the Company when needed, on commercially reasonable terms, or at all. To the
extent that the Company obtains additional financing through the issuance of
additional equity securities, any such issuance may involve substantial dilution
to the Company's then-existing stockholders. Additionally, to the extent that
the Company incurs indebtedness or issues debt securities, the Company will be
subject to all of the risks associated with incurring substantial indebtedness,
including the risks that interest rates may fluctuate and cash flow may be
insufficient to pay principal and interest on any such indebtedness. Any
inability to obtain additional financing when needed, will have a material
adverse effect on the Company that could require the Company to significantly
curtail or possibly cease its operations. We have notes outstanding of
approximately $3,362,000 principal amount and although as of July 31, 2001 the
notes are in default, the Company has sent out final documents for execution by
debt holders to extend the notes for two (2) years. Furthermore, the Company has
received oral or written consent from noteholders of approximately $3,000,000
and is confident that the restructuring will be completed; there can be no
assurance though. In addition, we owe approximately $3,624,069 to G.E. Capital,
which we are also unable to repay at this time, but as of September 12, 2001 the
Company has come to terms on an agreement and signed an extension on this note
with GE Capital. The extension provides for a six (6) month deferral of interest
and a twelve (12) month deferral of principal on this note, contingent upon the
successful restructuring of the Company's convertible debt.

     Any additional financing we seek may substantially dilute the interests of
our shareholders. To the extent that we obtain additional financing through the
issuance of additional equity securities, any such issuance may involve
substantial dilution to our then-existing stockholders. Additionally, to the
extent that we incur indebtedness or issue debt securities, we will be subject
to all of the risks associated with incurring substantial indebtedness,
including the risks that interest rates may fluctuate and cash flow may be
insufficient to pay principal and interest on any such indebtedness. Any
inability to obtain additional financing when needed will have a material
adverse effect on us that could require us to significantly curtail or possibly
cease our operations.

     If our products and services do not achieve market acceptance, our business
will be harmed. In marketing our products and services, we are attempting to
change the traditional methods by which people obtain financial services and
access the Internet. Accordingly, the demand for these services is subject to a
high level of uncertainty. If we do not realize market acceptance of these
products, our business will be seriously harmed. The results of the use of EMMA
when deployed may not be well received and prior results of use may not be
indicative of future market acceptance of our products or services. Commercial
establishments and individuals may elect to utilize other methods, which they
believe to be less costly or possess other advantages over EMMA. Achieving
market acceptance for EMMA will require substantial marketing efforts and the
expenditure of a significant amount of funds to inform various targeted customer
groups of the perceived benefits and cost advantages of EMMA. To date we have
installed only a limited number of EMMA driven terminals.

     Similarly, the demand for and market acceptance of our currency processing
services are also subject to a high level of uncertainty. If we do not realize
market acceptance of these

                                       10

<PAGE>

products, our business will be seriously harmed. Commercial establishments and
individuals may elect to utilize other methods which they believe to be less
costly or possess other advantages over our cash processing services, including
establishing their own cash counting and processing operations, or otherwise
refraining from seeking to dispose of excess cash.

       Limited Marketing Capabilities. Since inception, the Company has
conducted only limited marketing activities and currently has limited marketing
and technical experience and limited financial, personnel and other resources to
independently undertake extensive marketing activities. The Company's marketing
plans may be subject to change as a result of a number of factors, including
changes in market conditions, the nature of the marketing requested or provided
by customers for EMMA transaction processing and other factors. There can be no
assurance that the Company's efforts will result in significant initial or
continued market acceptance, that emerging markets for the EMMA system and the
Company's coin and currency processing services will not be limited, or that the
Company will succeed in positioning ATM-X, POS-X and the EMMA system as a
preferred method of financial transaction processing. See "Business--Marketing."

       Our limited marketing capabilities may hinder our growth. Since
inception, we have conducted only limited marketing activities and currently
have limited marketing and technical experience and limited financial, personnel
and other resources to independently undertake extensive marketing activities.
Accordingly, our marketing efforts may not result in significant initial or
continued market acceptance, may not develop a market for our EMMA system,
CoinBank(R) machines and currency processing services and may not succeed in
positioning EMMA as a preferred method of processing "advanced function"
transactions. Further, our current marketing plans are subject to change as a
result of a number of factors, including changes in market conditions, the
nature of the marketing requested or provided by prospective users of EMMA.

       We face substantial security risks in our business for which we may not
be fully insured. Our cash processing operations are substantially dependent
upon maintaining the security of the inventories of coin and currency
transported to our cash processing facility and held on our premises. We have
obtained insurance for on-site and off-site theft of cash from our facilities
and machines, and we maintain insurance against losses, including those due to
theft or embezzlement by independent contractors or our employees. This
insurance, however, may not provide us with an adequate level of coverage in the
event of any loss and it may not be renewed or increased in the future as
needed, on commercially reasonable terms or at all. Moreover, we may experience
an unanticipated loss not covered by such insurance. Partially or completely
uninsured losses, if of sufficient magnitude, could have a material adverse
effect on our business and results of operations. Although we believe that we
have in place adequate security systems and procedures to safeguard the coin and
currency processed at our cash processing facility, our systems and procedures
may not be sufficient to ensure against theft, embezzlement or other losses.

       Our products may not perform reliably in extensive applications. As of
August 31, 2001, we had installed only 4 EMMA-driven ATM-X/POS-X machines and
have derived

                                       11

<PAGE>

substantially no revenue from this EMMA based business. To date we have not
installed a base of EMMA-driven ATM-X/POS-X machines upon which we can base
predictions about the reliability or functionality of the EMMA technology. The
Company is no longer intending to be involved in the placement of CoinBank(R)
machines. Although such systems and machines have performed reliably to date at
their current installations, upon widespread commercial use they may not
satisfactorily perform all of their intended functions or may not prove reliable
in extensive utilization. Software and other technologies that are incorporated
into our products are complex and may contain errors, which will only become
apparent subsequent to widespread commercial use. Remedying such errors could
require the expenditure of a substantial amount of money and could also result
in significant delays in installing or selling our products, which could have a
material adverse effect on us. We anticipate that we will continue to seek to
upgrade and enhance both the hardware and software components of our products.
Such upgrading and enhancement efforts remain subject to the risks inherent in
new product development, including unanticipated technical or other problems,
which could result in material delays in product commercialization or
significantly increased costs. Further, our EMMA systems may not satisfactorily
perform all of its intended functions or will prove not to be reliable in
extensive utilization.

       We are dependent on independent contractors, whose nonperformance could
harm our business. We are substantially dependent on the ability of the
independent contractors we hire to dedicate sufficient personnel to service us.
Any contractor that we utilize or may utilize may not have sufficient capacity
to satisfy our needs during any period of sustained demand. The loss of services
of independent contractors could disrupt our business. Furthermore, the EMMA
system accesses networks, which are owned and operated by third parties. The
failure or unavailability of these networks could have a material adverse effect
on us.

       We are dependent on third-party manufacturers. The EMMA system is
designed to be distributed through equipment, such as ATMs manufactured and
distributed by third parties. Although we believe that a number of sources for
this equipment is available, failure or delay by any manufacturer in providing
such equipment to location operators could result in interruptions in our
ability to deploy EMMA-based transactions and could have a material adverse
effect on our operations.

       We are in litigation with a former supplier of technology and a former
CoinBank Customer. We have commenced a lawsuit against Geld Bearbeitungs Systeme
GES.M.B.H., an Austrian entity which had previously been manufacturing certain
of our CoinBank(R) machines. Pursuant to licensing and manufacturing services
and distribution agreements with Geld, we have the exclusive worldwide right,
except for sales to certain Austrian financial institutions, to use the
technology, which is incorporated in the equipment, manufactured by this
supplier. We had previously entered into a letter of intent to acquire Geld to
secure our access to the exclusive technology and certain disputes have arisen
regarding the acquisition and licensing agreements between the parties. We
instituted the suit to enforce certain licensing rights under our agreements and
to enforce the acquisition letter of intent.

                                       12

<PAGE>

       We have been engaged in discussions with one of our CoinBank customers,
Shaw's Supermarkets regarding termination of the placement of our CoinBank
machines in their locations in New England. We have ceased operating the
machines. Shaw's filed suit claiming it is owed in excess of $200,000 and other
damages under our agreements with them. The Company believes that it has
substantially delivered all sums owed to Shaw's except for approximately
$40,000, but has meritorious defenses to other claims of Shaw's. There can be no
assurance that the suit will be settled favorably or that we would prevail in
any litigation.

       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 judgment
against CAS in favor of Vindex in the sum of $97,864.

       We have a limited customer base and the loss of any present customers
would have an adverse effect on our operations. We continue to sell most of the
currency that we process to a limited number of entities. We generally do not
enter into long-term written agreements with any customers with respect to the
processing, acquisition or sale of coin and currency and do not anticipate
entering into written contracts for coin purchases or sales with future
customers. The loss of present or any future significant customers, for any
reason, in the absence of significant additional customers or contracts, could
have a material adverse effect on our financial condition and results of
operations. We may not be able to lessen our dependence on a limited number of
customers for a substantial portion of our revenue.

       The expansion of our business is uncertain. To date, we have generally
been dependent on processing currency purchased directly from third parties
(other than through CoinBank(R) machines) to generate substantially all of our
revenues. We intend to increase our current level of operations, with an
emphasis on marketing EMMA services. We have achieved limited growth to date and
we may not be able to successfully expand our operations. Expansion of our
operations will be largely dependent upon our ability to successfully market and
distribute EMMA-driven transaction processing services; hire and retain skilled
technical, marketing and other personnel; establish and maintain satisfactory
relationships with banks and retail businesses; and achieve significant market
acceptance for the use of advanced function services. We may not be able to
successfully implement our business plan and unanticipated expenses, problems or
technical difficulties may occur which would result in material delays in its
implementation. Our prospects could be adversely affected by a decline in the
economic prospects of particular individual or commercial customers or segments
of cash-intensive markets, which could result in reduction or deferral of
requirements for coin processing services or the use of EMMA services by
prospective customers. We may not be able to achieve significant market
acceptance of advanced function transactions, achieve significant penetration in
new geographic markets or successfully expand our operations.

       We may not successfully compete with our competitors. The coin processing
industry is characterized by intense competition and we compete primarily with
banks, most of which possess substantially greater financial, personnel,
marketing and other resources than us. With

                                       13

<PAGE>

respect to CoinBank(R) machines, we are aware of one other company that offers
self-service coin counting and processing services through the use of coin
counting machines. To our knowledge, this competitor focuses its marketing
efforts on installing its machines in supermarkets on a free placement basis.
This competitor has installed a number of its machines in the Los Angeles area
as well as in other areas of the United States, and, in some cases, such
installations are near where we have installed or may seek to install and/or
sell CoinBank(R) machines. There can be no assurance that potential customers of
CoinBank(R) machines will not prefer to utilize this competitor's machines.

       Competition could render our technologies obsolete. Our competitors may
be developing or may seek to develop functionally equivalent products or
services for the disposal of large amounts of coins in the future. In addition,
our EMMA platform will compete with existing automated teller machines and
services offered by financial institutions and other companies that may provide
services similar to those offered by EMMA. Competitive technologies may render
our products and services obsolete or less marketable.

       Changing industry trends may adversely effect our operations.
Alternatives to the use of cash and checks, such as credit cards and wire
transfer, debit cards and other forms of electronic currency are increasing.
Increasing use of these alternative forms of payment could reduce the frequency
of circulation of cash and checks resulting in decreased need for some EMMA
applications. The market for alternative forms of money transfer is
characterized by frequent introduction of new products and services and is
subject to changing consumer preferences and economic trends, which may make
certain EMMA applications unattractive, compared to other alternatives.

       The geographic concentration of our business exposes us to risks due to
changes in the regional economy. To date, our operations have been concentrated
primarily in the Southern California area. Our growth prospects will be largely
dependent on its ability to achieve greater penetration in this market as well
as significant penetration in new geographic markets. Although we intend to
focus our efforts on expanding its operations for the foreseeable future, a
substantial portion of our revenues will be derived from its Southern California
operations. Such geographic concentration increases the potential impact on our
results of operations of any regional economic downturn or catastrophic events.
Our prospects could be adversely affected by unfavorable general economic
conditions, including any downturns in the California or national economies,
which could result in an unwillingness by consumers to pay cash processing fees
or an increased interest in developing alternative methods of counting and
sorting cash, including creating in-house processing facilities.

       We are subject to risks relating to our international installations and
sales. We are seeking to deploy the EMMA system outside of the United States. To
the extent that we are able to expand our operations and sales outside of the
United States, we will be subject to the risks associated with international
operations and sales, including economic and political instability, currency
fluctuations, credit risks, shipping delays, customs duties, export quotas,
foreign government regulations and other trade restrictions, any of which could
have a significant impact

                                       14

<PAGE>

on our ability to operate effectively outside of the United States or to deliver
EMMA services overseas to customers on a competitive and timely basis.

       Uncertainty of patent and trademark protection. Although the Company has
received U.S. Patents with respect to its CoinBank machines and its EMMA
Platform, there can be no assurance that these patents will afford the Company
any meaningful protection. We do not currently hold any patents with respect to
any software or hardware used in its operations. We intend to rely primarily on
a combination of trade secrets, technical measures, copyright protection and
nondisclosure agreements with its employees to establish and protect the ideas,
concepts and documentation of software developed by it and used primarily in its
coin processing operations. Such methods may not afford complete protection, and
there can be no assurance that third parties will not independently develop such
technology or obtain access to the software we have developed. Although we
believe that our use of the software we developed and other software used in its
operations does not infringe upon the rights of others, our use of the software
we developed or such other software may infringe upon the patents or
intellectual property rights of others. In the event of infringement, we could,
under certain circumstances, be required to obtain a license or modify aspects
of the software we developed or such other software or refrain from using such
software. We may not have the necessary financial resources to defend any
infringement claim made against us or be able to successfully terminate any
infringement in a timely manner, upon acceptable terms and conditions or at all.
Failure to do any of the foregoing could have a material adverse effect on us.
Moreover, if the software we developed or any other software or hardware used in
our business is deemed to infringe upon the rights of others, we could, under
certain circumstances, become liable for damages, which could have a material
adverse effect on us. We received United States trademark registration for the
"CoinBank(R)" name in September 1997. Although we are not aware of any claims of
infringement or other challenges to our rights to use this trademark, there can
be no assurance that our marks do not or will not infringe upon the proprietary
rights of others or that our marks would be upheld if challenged.

       We are dependent on key personnel. Our success is dependent on the
efforts of our key personnel, including Mr. Korman, our President and Chief
Executive Officer. We entered into a three-year employment agreement with Mr.
Korman, which expired in July 2001. There is currently no employment agreement
in place between Mr. Korman and us. The loss of the services of Mr. Korman could
have a material adverse effect on our business and prospects. Mr. Korman also
participates in other business endeavors, which require a portion of his
business time. Although Mr. Korman has advised us that his participation in
outside business matters should not interfere with his performance of his duties
as our President and Chief Executive Officer, there can be no assurance that a
conflict of interest will not arise with respect to the allocation of Mr.
Korman's time or that such conflict would be resolved in our favor.

       The success of our business also requires that we retain other qualified
management personnel. Our success is also dependent upon our ability to hire and
retain additional qualified management, marketing, technical, financial and
other personnel. Competition for qualified personnel is intense, and there can
be no assurance that we will be able to hire or retain

                                       15

<PAGE>

additional qualified personnel. Any inability to attract and retain qualified
management and other personnel would have a material adverse effect on us.

         We are controlled by our management. Mr. Korman and Mr. Miller, and
their respective affiliates, beneficially own, in the aggregate, approximately
20.19% of our outstanding common stock. As a result, they are and will be in a
position to act together to effectively control us, elect our directors, cause
an increase in the authorized capital or the dissolution, merger or sale of our
assets, and generally direct our affairs.

         Our directors and officers have limited personal liability. Our
Certificate of Incorporation includes provisions to limit, to the full extent
permitted by Delaware law, the personal liability of our directors for monetary
damages arising from a breach of their fiduciary duties as directors. In
addition, our By-Laws require us to indemnify any of our directors, officers,
employees or agents to the full extent permitted by Delaware law. As a result of
such provisions in our Certificate of Incorporation and the By-Laws,
stockholders may be unable to recover damages against our directors and officers
for actions taken by them which constitute negligence, gross negligence or a
violation of their fiduciary duties, which may reduce the likelihood of
stockholders instituting derivative litigation against directors and officers
and may discourage or deter stockholders from suing our directors, officers,
employees and agents for breaches of their duty of care, even though such an
action, if successful, might otherwise benefit us and our stockholders.

         The future sale of our currently outstanding restricted stock may
depress our stock price. As of August 31, 2001, we had 3,668,034 shares of
common stock outstanding, of which approximately 2,518,471 shares of common
stock are freely tradeable without restriction or further registration under the
Securities Act of 1933, as amended. All of the remaining 1,149,563 shares of
common stock outstanding are restricted securities as that term is defined under
Rule 144 promulgated under the Securities Act. In July 2000 we filed a
registration statement with the SEC to register, on behalf of holders of options
and warrants and other convertible securities, an additional 1,830,592 shares.
The sale of these shares of common stock may have a depressive effect on the
market prices of our Common Stock prevailing from time to time. In addition, we
have issued numerous convertible securities, which could result in an increase
in the number of Common shares outstanding. This could impair our ability to
raise capital through the sale of its equity securities.

         Possible delisting of securities from American Stock Exchange and risks
relating to Penny Stocks. Our common stock is currently listed on American Stock
Exchange. The American Stock Exchange granted to us an exemption from its
original listing requirements in order for our Common Stock to be listed for
trading. AMEX reserves the right to delist an entity in its discretion at any
time. Among other criteria, AMEX will consider the financial condition and
operating results, the public distribution of securities and other
non-quantitative criteria. The Company is aware that it is not in accordance
with AMEX rules regarding the enforcement for holding of shareholder meetings.
This rule violation, and possible others, may result in delisting. Our failure
to meet these maintenance criteria in the future may result in the delisting of
our common stock from AMEX, and trading, if any, in our securities would
thereafter be conducted

                                       16

<PAGE>

in the non-Nasdaq over-the-counter market. As a result of such delisting, an
investor could find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, our securities.

         Although we anticipate that our common stock will continue to be listed
for trading on Amex, if the common stock were to become delisted from trading on
Amex and the trading price of the common stock were to fall below $5.00 per
share on the date the common stock was delisted, trading in such securities
would also be subject to the requirements of certain rules promulgated under the
Exchange Act, which require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a penny stock,
generally, any non-exchange listed equity security that has a market price of
less than $5.00 per share, subject to certain exceptions. Such rules require the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith, and impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors, generally
institutions. For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. The additional
burdens imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in our securities, which could
severely limit the market price and liquidity of such securities and the ability
of purchasers to sell our securities in the secondary market.

         We have the discretion to issue additional shares of preferred stock.
Our Certificate of Incorporation authorizes our Board of Directors to issue up
to 1,000,000 shares of preferred stock, from time to time, in one or more
series. Our Board of Directors is authorized, without further approval of the
stockholders, and except as prohibited in existing Preferred Stock designations,
to fix the dividend rights and terms, conversion rights, voting rights,
redemption rights and terms, liquidation preferences, and any other rights,
preferences, privileges and restrictions applicable to each new series of
preferred stock. The establishment of a class of preferred stock other than the
Series A Preferred Stock may adversely impact the rights of holders of the
Series A, Series B or Series C. The issuance of such stock could adversely
affect the voting power of the holders of common stock and, under certain
circumstances, make it more difficult for a third party to gain control of us,
discourage bids for our common stock at a premium, or otherwise adversely affect
the market price of our common stock. To date we have authorized the issuance of
118,125 shares of Series A Preferred Stock, 400,000 shares of Series B Preferred
Stock, 480,769 shares of Series C Preferred Stock, 25 shares of Series D
Preferred Stock, 5 shares of Series E Preferred Stock and 5 shares of Series F
Preferred Stock.

                                       17

<PAGE>


                            SELLING SECURITY HOLDERS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                             Shares                                             Percentage of
                                             Beneficially                         Shares        Shares
                                             Owned Prior to                       Owned         Owned
Name and Address of                          Offering            Shares           After         After
Security Holder                              (1)(2)              Offered          Offering      Offering

------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                 <C>              <C>           <C>
------------------------------------------------------------------------------------------------------------------
Ali Kazim Baygan (3)                         0                    50,000           50,000           1.3
------------------------------------------------------------------------------------------------------------------
</TABLE>

__________________________
1.       Includes all shares as to which the individual has sole or shared
         voting power or investment power and also any shares that the
         individual has the right to acquire within 60 days of the date of this
         prospectus through the exercise of any stock option or other right.
         Unless otherwise indicated in the footnotes, each individual has sole
         voting and investment power (or shares such powers with his or her
         spouse) with respect to the shares shown as beneficially owned).

2.       See "Plan of Distribution."

3.       Mr. Baygan received these shares in connection with, and as payment
         for, his services as a consultant to the Company. Mr. Baygan assists
         the Company in development of its EMMA technology.

                                       18

<PAGE>

                            DESCRIPTION OF SECURITIES

         Our Common Stock is registered under Section 12 of the Securities and
Exchange Act of 1934, as amended.

Capital Stock

         General

         We are authorized to issue 20,000,000 shares of common stock, par value
$.01 per share, and 1,000,000 shares of preferred stock, par value $.01 per
share. As of the date of this Prospectus, there are 4,534,534 shares of common
stock outstanding; 65,625 shares of Series A Preferred Stock; 400,000 shares of
Series B Preferred Stock; 480,769 shares of Series C Preferred Stock; 25 shares
of Series D Preferred Stock; 1.8 shares of Series E Preferred Stock and 5 shares
of Series F Preferred Stock issued and outstanding. We also have an aggregate of
1,830,592 shares reserved for issuance under outstanding warrants and options
and for conversion of $3,362,000 principal amount of convertible notes.

         Common Stock

         The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders, including the election of
directors, and, subject to preferences that may be applicable to any preferred
stock outstanding at the time, are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the board of directors out of
funds legally available therefor. In the event of liquidation or dissolution,
the holders of common stock are entitled to receive all assets available for
distribution to the stockholders, subject to any preferential rights of any
preferred stock then outstanding. The holders of common stock have no cumulative
voting, preemptive or other subscription rights, and there are no conversion
rights or redemption or sinking fund provisions with respect to the common
stock. All outstanding shares of common stock are, and the shares of common
stock offered hereby upon issuance and sale will be, fully paid and
non-assessable. The rights, preferences and privileges of the holders of common
stock are subject to, and may be adversely affected by, the right of the holders
of any shares of preferred stock now outstanding or which we may designate in
the future.

         Preferred Stock

         Our board of directors is authorized to issue shares of preferred stock
from time to time in one or more series. The board of directors, without further
approval of the stockholders, is authorized to fix the dividend rights and
terms, conversion rights, voting rights, redemption rights and terms,
liquidation preferences and other rights, preferences, privileges and
restrictions applicable to each series of preferred stock. The issuance of
preferred stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes could, among other things, adversely
affect the voting power of the holders of common stock and, under certain
circumstances, make it more difficult for a third party to gain control of us,
prevent or

                                       19

<PAGE>

substantially delay a change of control, discourage bids for our common stock at
a premium or otherwise adversely affect the market price of the common stock.

                              PLAN OF DISTRIBUTION

         The common stock covered by this prospectus, including the shares
underlying the warrants which be issued by Cash Technologies upon the exercise
by the holders of the warrants, may be offered and sold from time to time by the
selling stockholders, including in one or more of the following transactions:

         -     on the over the counter market;

         -     in transactions other than on the over the counter market;

         -     in connection with short sales;

         -     by pledge to secure debts and other obligations;

         -     in connection with the writing of options, in hedge transactions,
               and in settlement of other transactions in standardized or over-
               the-counter options;

         -     in a combination of any of the above transactions; or

         -     pursuant to Rule 144 under the Securities Act, assuming the
               availability of an examination from registration.

         The selling security holder may sell their shares at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
at negotiated prices, or at fixed prices.

         Broker-dealers that are used to sell shares will either receive
discounts or commissions from the selling share holders, or will receive
commissions from the purchasers for whom they acted as agents.

         The selling security holder and intermediaries through whom shares are
sold may be deemed underwriters within the meaning of the Securities Act with
respect to the shares offered.

         There can be no assurance that the selling security holder will sell
all or any of the common stock.

         We have agreed to keep this prospectus effective for a period expiring
on the earlier of the date on which all of the selling security holder' shares
have been sold or the date on which all such shares are eligible for sale
pursuant to Rule 144 under the Securities Act.

                                       20

<PAGE>

         The selling shareholders and us have agreed to customary
indemnification obligations with respect to the sale of common stock by use of
this prospectus.

                             REPORTS TO SHAREHOLDERS

         Our company distributes annual reports to its stockholders, including
financial statements examined and reported on by independent public accountants,
and will provide such other reports as management may deem necessary or
appropriate to keep stockholders informed of our company's operations.

                                  LEGAL MATTERS

         The legality of the offering of the shares will be passed upon for us
by Goldstein & DiGioia, LLP, 369 Lexington Avenue, New York, New York l00l7.

                                     EXPERTS

         The financial statements for the fiscal year ended May 31, 2000,
incorporated by reference in this Prospectus have been audited by BDO Seidman,
LLP, independent certified public accountants, to the extent and for the periods
set forth in their report, (which contained an explanatory paragraph regarding
the Company's ability to continue as a going concern), incorporated herein by
reference, and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.

         The financial statements for the fiscal year ended May 31, 2001,
incorporated by reference in this Prospectus have been audited by Vasquez &
Company, LLP, independent certified public accountants, to the extent and for
the periods set forth in their report (which contained an explanatory paragraph
regarding the Company's ability to continue as a going concern), incorporated
herein by reference, and are incorporated herein in reliance upon such report
given upon the authority of said firm as experts in auditing and accounting.

                             ADDITIONAL INFORMATION

         We have filed a Registration Statement under the Act with the
Securities and Exchange Commission, with respect to the securities offered by
this prospectus. This prospectus does not contain all of the information set
forth in the registration statement. For further information with respect to our
company and such securities, reference is made to the registration statement and
to the exhibits and schedules filed therewith. Each statement made in this
prospectus referring to a document filed as an exhibit to the registration
statement is qualified by reference to the exhibit for a complete statement of
its terms and conditions. The registration statement, including exhibits
thereto, may be inspected without charge to anyone at the office of the
Commission, and copies of all or any part thereof may be obtained from the
Commission's principal office in Washington, D.C. upon payment of the
Commission's charge for copying.

                                       21

<PAGE>

PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, heretofore filed by Cash Technologies with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:

                  1.      Our Annual Report on Form 10-K, as amended, for the
                  fiscal year ended May 31, 2001.

                  2.      A description of our common stock contained in our
                  registration statement on Form 8-A filed July 2, 1998.

                  3.      Our Form 10-QSB for the quarter ended August 31, 2001.

                  4.      Our Form 8k filed on September 14, 2001

         All documents that we file subsequent to the date of this Prospectus
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment which indicates that all Shares offered
hereby have been sold or which deregisters all Shares then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed modified or superseded for
purposes of this Registration Statement and Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement of which this Prospectus forms a part.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Our Counsel, Goldstein & Digioio, LLP owns 50,000 options, none of
         which are included in this registration statement.

Item 6.  Indemnification of Directors and Officers

         The General Corporation Law of Delaware provides generally that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative in nature
to procure a judgment in its favor, by reason of the fact

                                       22

<PAGE>

that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) and, in a
proceeding not by or in the right of the corporation, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such suit or proceeding, if he acted in good faith and in a
manner believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reason to believe his conduct was unlawful. Delaware law further provides that a
corporation will not indemnify any person against expenses incurred in
connection with an action by or in the right of the corporation if such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for the expenses
which such court shall deem proper.

         Our By-Laws provide for indemnification of our officers and directors
to the greatest extent permitted by Delaware law for any and all fees, costs and
expenses incurred in connection with any action or proceeding, civil or
criminal, commenced or threatened, arising out of services by or on behalf of
us, providing such officer's or director's acts were not committed in bad faith.
The By-Laws also provide for advancing funds to pay for anticipated costs and
authorizes the Board to enter into an indemnification agreement with each
officer or director.

         In accordance with Delaware law, our Certificate of Incorporation
contains provisions eliminating the personal liability of directors, except for
breach of a director's fiduciary duty of loyalty to the us or to our
stockholders, acts or omission not in good faith or which involve intentional
misconduct or a knowing violation of the law, and in respect of any transaction
in which a director receives an improper personal benefit. These provisions only
pertain to breaches of duty by directors as such, and not in any other corporate
capacity, e.g., as an officer. As a result of the inclusion of such provisions,
neither the Company nor our stockholders may be able to recover monetary damages
against directors for actions taken by them which are ultimately found to have
constituted negligence or gross negligence, or which are ultimately found to
have been in violation of their fiduciary duties, although it may be possible to
obtain injunctive or equitable relief with respect to such actions. If equitable
remedies are found not to be available to stockholders in any particular case,
stockholders may not have an effective remedy against the challenged conduct.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and therefore is unenforceable.

Item 7.  Exemption from Registration Claimed

         The shares being offered by the selling shareholder were issued by the
Company pursuant to Section 4(2) of the Securities Act of 1933, as amended. The
Company issued the shares to the selling shareholder in connection with payment
for consulting services rendered to the Company. There was no general
solicitation regarding issuance of the shares.

                                       23

<PAGE>

Item 8.  Exhibits

The following exhibits are filed herewith unless otherwise noted.

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

4.1          Form of the Company's Common Stock Certificate [Exhibit 4.1 to
             the Company's Registration Statement on Form SB-2
             (File No. 333-6436)]

5            Opinion of Goldstein & DiGioia, LLP re legality of shares offered.

23.1         Consent of Vasquez & Company, LLP

23.2         Consent of BDO Siedman, LLP

23.3         Consent of Goldstein & DiGioia, LLP, contained in Exhibit 5.

Item 9.  Undertakings

We hereby undertake:

A.       (1)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

         (2)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (4)      (i) For the purpose of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement

                                       24

<PAGE>

in reliance upon Rule 430A and contained in the form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of the Registration Statement as of the time it was
declared effective.

              (ii) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

        (5)   For purposes of determining any liability under the Securities Act
of 1933, each filing of our annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

B.      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       25

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 25th day of
October, 2001.

                                 CASH TECHNOLOGIES, INC.


                                 By: /s/ Bruce Korman
                                 Bruce Korman
                                 President, Chief Executive Officer and Chairman

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below substitutes and appoints Bruce Korman as his true and lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be don in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:


<TABLE>
<CAPTION>
         Signature                          Capacity                                    Date
         ---------                          --------                                    ----
<S>                                         <C>                                         <C>
/s/ Bruce Korman
________________________________________             President, Chief Executive         October 30, 2001
Bruce Korman                                                  Officer and Chairman

/s/ Richard Miller
________________________________________             Director                           October 30, 2001
Richard Miller

/s/ Robert Fagenson
________________________________________             Director                           October 30, 2001
Robert Fagenson

/s/ Vincent Carrino
________________________________________             Director                           October 30, 2001
Vincent Carrino

/s/ Kevin Walls
________________________________________             Director                           October 30, 2001
Kevin Walls

/s/ Edmund King
________________________________________             Chief Financial Officer,           October 30, 2001
Edmund King                                          Secretary and Principal
                                                     Accounting Officer
/s/ David Granno
________________________________________             Director                           October 30, 2001
David Granno
</TABLE>

                                       26
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 86979}]
{"company-data": {"conformed-name": "CASH TECHNOLOGIES INC", "cik": "0001022964", "assigned-sic": "7389", "irs-number": "954558331", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72654", "film-number": "1773155"}, "business-address": {"street1": "1434 WEST 11TH STREET", "city": "LOS ANGELES", "state": "CA", "zip": "90015", "phone": "2137452000"}, "mail-address": {"street1": "1434 WEST 11TH ST", "city": "LOS ANGELES", "state": "CA", "zip": "90015"}}
Registration No. 333-

    As filed with the Securities and Exchange Commission on November 1, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            _________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                _________________

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

                Delaware                      95-4558331
       (State or other jurisdiction           (I.R.S. Employer
     of incorporation or organization)        Identification Number)

                             1434 West 11/th/ Street
                          Los Angeles, California 90015
                                 (213) 745-2000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                                _________________

                    Non-Executive Director Stock Option Plan
                            (Full title of the Plan)

                                _________________

                                  Bruce Korman
                      President and Chief Executive Officer
                             1434 West 11/th/ Street
                          Los Angeles, California 90015
                                 (213) 745-2000
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                _________________

                                 With copies to:

                             Brian C. Daughney, Esq.
                            Goldstein & DiGioia, LLP
                              369 Lexington Avenue
                            New York, New York 10017
                            Telephone (212) 599-3322
                            Facsimile (212) 557-0295

         Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.

         If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plan, please check the following
box. [_]

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [_]

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] ___________________.

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_] _______________________

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]

                         CALCULATION OF REGISTRATION FEE
================================================================================================================

                                                                                   Proposed
                                                            Proposed Maximum       Maximum      Amount of
Title of Each Class of Securities      Amount to be         Offering Price per     Aggregate    Registration
Being Registered                       Registered           Share(1)               Offering     Fee
                                                                                   Price(1)
----------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par
value ..............................   50,000               $1.00                   $50,000      $12.50
----------------------------------------------------------------------------------------------------------------
Total ..............................   50,000               $1.00                   $50,000      $12.50

================================================================================================================
(1)      Estimated solely for the purpose of determining the registration fee.
         Pursuant to Rule 457(h)(1), this figure is based upon the average of
         the high and low prices paid for a share of the company's common stock
         on October 29, 2001, as reported on the American Stock Exchange ($1.00
         per share).

                           ___________________________

         The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to Section 8(a) may
determine.
RE-OFFER
P R O S P E C T U S
-------------------

                         50,000 Shares of Common Stock

                             CASH TECHNOLOGIES, INC.

         We are registering for resale an aggregate of 50,000 shares of common
stock, $.001 par value of Cash Technologies, Inc., which shares have been issued
by us to the person named under the heading selling shareholders, and which
person has served as a consultant to us.

         Our Common Stock is listed on the American Stock Exchange under the
symbol "TQ". On October 29, 2001, the high and low prices for the Common Stock
as reported by the American Stock Exchange were $1.00 and $1.00, respectively.

         We will not receive any proceeds from the sale of the shares by the
selling security holder.

         The shares may be sold from time to time by the selling security
holder, or by his transferees. No underwriting arrangements have been entered
into by the selling security holder. The distribution of the shares by the
selling security holder may be effected in one or more transactions that may
take place on the over the counter market, including ordinary brokers
transactions, privately negotiated transactions or through sales to one or more
dealers for resale of the shares as principals, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage fees
or commissions may be paid by the selling security holder in connection with
such sales. The selling security holder and intermediaries through whom such
shares are sold may be deemed underwriters within the meaning of the Act, with
respect to the shares offered.

         PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE EIGHT (8) TO READ ABOUT
CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF COMMON STOCK.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this Prospectus is November 1, 2001
TABLE OF CONTENTS
Page
                                                                     ----
AVAILABLE INFORMATION ..............................................    1

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ....................    1

PROSPECTUS SUMMARY .................................................    3

THE COMPANY ........................................................    3

THE OFFERING .......................................................    7

RISK FACTORS .......................................................    8

SELLING SECURITY HOLDERS ...........................................   18

DESCRIPTION OF SECURITIES ..........................................   19

PLAN OF DISTRIBUTION ...............................................   20

REPORTS TO SHAREHOLDERS ............................................   21

LEGAL MATTERS ......................................................   21

EXPERTS ............................................................   21

ADDITIONAL INFORMATION .............................................   21

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS .........................   22

SIGNATURES .........................................................   26
AVAILABLE INFORMATION

         We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, file reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
statements and other information that we file with the Commission pursuant to
the informational requirements of the Exchange Act may be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., 0Washington, D.C. 20549 and at the following Regional Offices of
the Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10048; and Chicago Regional Office, 500 West Madison Street, Room
1400, Chicago, Illinois 60661. Copies of such material may be obtained from the
public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site, http://www.sec.gov, that contains reports, proxy
and information statements and other information that we file electronically
with the SEC.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act with respect to the shares of common stock offered by
this re-offer prospectus. This re-offer prospectus does not contain all the
information set forth in or annexed as exhibits to the registration statement.
For further information with respect to our company and the shares of common
stock offered by this re-offer prospectus, reference is made to the registration
statement and to the financial statements, schedules and exhibits filed as part
thereof or incorporated by reference herein. Copies of the registration
statement, together with such financial statements, schedules and exhibits, may
be obtained from the public reference facilities of the Commission at the
addresses listed above, upon payment of the charges prescribed therefor by the
Commission. Statements contained in this re-offer prospectus as to the contents
of any contract or other document referred to are not necessarily complete and,
in each instance, reference is made to the copy of such contract or other
documents, each such statement being qualified in its entirety by such
reference. Copies of such contracts or other documents, to the extent that they
are exhibits to this registration statement, may be obtained from the public
reference facilities of the Commission, upon the payment of the charges
prescribed therefor by the Commission.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, heretofore filed by Cash Technologies with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:

                1.    Our Annual Report on Form 10-K, as amended, for the fiscal
                year ended May 31, 2001, including information specifically
                incorporated by reference into our Form 10-KSB from our
                definitive Proxy Statement.

                2.    A description of our common stock contained in our
                registration statement on Form 8-A filed July 2, 1998.

                3.    Our Form 10-QSB for the quarter ended August 31, 2001.

                                        1
4.    Our Form 8-K filed on September 14, 2001

         Each document filed subsequent to the date of this prospectus pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference in
this prospectus and shall be part hereof from the date of filing of such
document.

         All documents filed by the registrant after the date of filing the
initial registration statement on Form S-3 of which this prospectus forms a part
and prior to the effectiveness of such registration statement pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 shall
be deemed to be incorporated by reference into this prospectus and to be part
hereof from the date of filing of such documents.

         The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any document described above (other than exhibits). Requests
for such copies should be directed to Cash Technologies, Inc., 1434 West 11/th/
Street, Los Angeles, California 90015, telephone (213) 745-2000, Attention:
Edmund King, Chief Financial Officer.

                                        2
PROSPECTUS SUMMARY

      The following summary is intended to set forth certain pertinent facts and
highlights from material contained in the our annual report on Form 10-KSB for
the fiscal year ended May 31, 2001 (the "Form 10-KSB") and our quarterly report
on Form 10-QSB for the quarter ended August 31, 2001 (the "Form 10-QSB"),
incorporated by reference into this prospectus.

                                   THE COMPANY

Introduction

      Cash Technologies, Inc., was incorporated in Delaware in 1995 and operates
through 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, and CoinBank Automation Handels
GmbH, Salzburg, Austria. Unless the context otherwise requires, references
herein to the Company refers to Cash Technologies, Inc., and its wholly-owned
subsidiaries, National Cash Processors, Inc., CoinBank Automated Systems, Inc.
and CoinBank Automation Handels GmbH, Salzburg, Austria.

      Since April 3, 2000 the Company's Common Stock has been listed on the
American Stock Exchange under the symbol "TQ", and on June 5, 2000, closing
price of the Common Stock was $6.3125. From the date of our initial public
offering on July 8, 1998 through March 31, 2000, the Company's Common Stock was
listed for trading on the Nasdaq SmallCap Market under the symbol "CHNG".

Electronic Message Management Architecture (EMMA)(TM) Transaction Processing
System

      In 1996, the Company began its development of an enhanced version of an
automated teller machine which was designated the ATM-X. The ATM-X was designed
to provide a range of services not typically offered by ATM machines, such as
electronic bill payment, instant activated phone cards, event ticketing and
others. As development efforts proceeded, the Company discovered a significant
market demand for such a product and 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 PCs.

      In December 1997, the Company filed a patent application describing its
transaction processing and networking technologies, which was allowed by the
U.S. Patent and Trademark Office in spring, 2001. The technology, which was
later named EMMA (E-commerce Message Management Architecture), allows for the
seamless integration of conventional ATM and credit card (point-of-sale)
networks with non-bank networks and the Internet. The need for convenient access
to financial services has created a demand for EMMA's unique capabilities to
provide such services at ATMs, Point-Of-Sale (POS) terminals and wireless
devices.

      EMMA's capabilities, with interfaces to the Company's various financial
services partners, allows it to seamlessly interface financial networks,
particularly the four main channels

                                        3
through which trillions of dollars are transacted each year: (1) the ATM
network; (2) the credit card network; (3) the Automated Clearing House (ACH)
network; and (4) cash, thus allowing individuals with no ATM card or credit card
to access the services offered.

      In December 1999, the Company entered into an agreement with Rent Way,
Inc. and installed three ATM-X machines in the Rent Way stores as a pilot
program in early 2000. As of August 15, 2001, the machines are in operation and
fully functional providing check cashing and standard ATM functions. In April
2000, the Company entered into an agreement with Popular Cash Express, Inc. to
pilot a check cashing point-of-sale system in Popular Cash Express stores. As of
August 15, 2001, the system is installed in one location and providing check
cashing functions.

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 continues to process currency.

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 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. The U.S. Patent and Trademark Office allowed
the patent in August 2001.

      The Company is marketing the machines to 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

                                        4
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 market its CoinBank(R) machines for direct sales,
it intends to focus substantially all of its efforts and operations on the
continued development and deployment of the EMMA technology.

Product Development
-------------------

EMMA Transaction Processing System Technical Description

      The EMMA Platform implements a flexible message format that allows for
constructing multiple transactions and transaction types at a financial
terminal, such as an ATM, Point-Of-Sale (POS) terminal, or wireless device
(cellular phone, PDA, etc.) and transmitting those as a single message or
transaction request, to the EMMA Host. These messages can then be easily
converted into message structures that are widely used in the financial
industry.

      The EMMA Host parses the EMMA Message from the client and prioritizes the
enclosed transactions. The EMMA specification allows sophisticated relationships
to be created between transactions that require inter-dependencies between the
various legs of each transaction. The EMMA Host then manages each leg, or
sub-transaction, individually. It also manages each sub-transaction as a
separate communication process. For example, an electronic bill payment
transaction might first require access to a customer's bank account to verify
available funds, then notification of the payment to the biller (through a
remittance processor such as Checkfree) and finally the transfer of funds to the
biller. In this example, each leg required management, routing and a distinct
communication protocol.

      A unique capability of EMMA is its ability to manage and communicate the
various transaction messages in parallel, or asynchronously, expediting
transaction processing and permitting the aggregation of transactions for
payment purposes. For example, a customer may select four different services at
an ATM, such as the payment of a bill, the purchase of a money order, the
transfer of funds and getting cash, and, once selected, these transactions can
be completed simultaneously and with a single payment.

      Designed from the ground up to work in the institutional transaction
processing environment, EMMA is robust, scaleable and reliable, expandable as
needed to meet larger transaction flows as market demand for "advanced-function
services" increases.

ATM-X(TM), POS-X(TM)

      The Company has developed the client software for an enhanced version of
an automated teller machine, designated the ATM-X and a POS terminal, designated
POS-X. The software permits these devices to offer a full range of financial
services not typically offered by ATMs and POS terminals, such as check cashing,
electronic bill payment, instant activated phone cards, event ticketing and
Internet products and services. As reported in previous SEC filings in
partnership with ATM manufacturer Diebold, Inc., in March, 2000, the Company
completed

                                        5
installation of the first ATM-X pilot at three stores owned by Rent Way. As of
August 31, 2001, the machines are in operation and provide automated check
cashing and ATM functions. As of August 31, 2001, the first POS-X terminals have
been deployed at Popular Cash Express. There can be no assurance that
third-party manufacturers, such as Diebold, continue to provide the hardware
needed for the ATM-X and POS-X machines or that they or we, will be able to
successfully market the software of these devices.

                                        6
THE OFFERING

Common Stock outstanding prior to
Offering (1) ...............................    3,784,534

Shares being offered for
 Sale by Selling security holder ...........    50,000

Common Stock outstanding after
the Offering ...............................    3,834,534

Risk Factors ...............................    This Offering involves a high
                                                degree of risk. See "Risk
                                                Factors."

Use of Proceeds ............................            All of the proceeds of
                                                this offering will be paid to
                                                the respective Selling security
                                                holder and none of the proceeds
                                                will be received by our company.
                                                See "Use of Proceeds."

AMEX
Market Symbol ..............................            TQ

________________

(1)  As of October 23, 2001. Does not include:

 .    775,887 shares reserved under our company's Stock Option Plan of which
     616,467 options are issued and outstanding.

 .    150,000 shares reserved under our company's Non-Executive Director Plan of
     which 150,000 options are issued and outstanding.

 .    Up to approximately 1,830,592shares reserved for issuance upon exercise of
     outstanding warrants and upon conversion of $3,362,000 principal amount of
     convertible notes, with a conversion price of $9.50 per share.

                                        7
RISK FACTORS

     An investment in the securities offered hereby involves a high degree of
risk. The following factors, in addition to those discussed elsewhere, should be
considered carefully in evaluating us and our business. An investment in the
securities is suitable only for those investors who can bear the risk of loss of
their entire investment.

     Certain statements contained herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
"1995 Reform Act"). Cash Technologies, Inc. desires to avail itself of certain
"safe harbor" provisions of the 1995 Reform Act and is therefore including this
special note to enable the Company to do so. In addition to historical
information, the information included in this prospectus contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including those pertaining to our 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.
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:

     -     our significant and immediate need for working capital;
     -     market acceptance of our products;
     -     technological restrictions upon development;
     -     our limited marketing experience;
     -     the uncertainty of product development, including our EMMA
           technology,
     -     our dependence upon new technology,
     -     our need for qualified management personnel; and
     -     the effect of competition.

     Our success 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. We assume no obligation to update forward-looking statements. See
also our reports filed from time to time with the Securities and Exchange
Commission pursuant to the Securities Act or the Exchange Act.

     Limited Operating History; Significant and Continuing Losses. The Company
opened its cash processing facility in May 1994, and commenced installations of
CoinBank machines at

                                        8
a limited number of bank branches in December 1995. As of August 1, 2000, the
Company has removed substantially all of its free-placement CoinBank machines
from field operation. Additionally, the Company is continuing to develop its
EMMA Platform and has not had any commercial activity from the system, except
for the pilot at three Rent Way stores. Accordingly, the Company has a limited
operating history upon which an evaluation of the Company's performance and
prospects can be made. The Company is subject to numerous risks, expenses,
delays, problems and difficulties frequently encountered in the establishment of
any new business. In the last two years, the Company has incurred significant
losses, including net losses of $4,255,570 and $6,639,901 respectively, for its
fiscal years ended May 31, 2001 and 2000. At May 31, 2001, the Company had
stockholders deficiency of $5,435,390 and an accumulated deficit of $23,943,901.
The Company will continue to have a high level of operating expenses and will be
required to make significant up-front expenditures in connection with the
development of its EMMA Platform (including, without limitation, salaries of
executive, technical, marketing and other personnel). The Company anticipates
that it will continue to incur significant and increasing losses for the
foreseeable future until such time, if ever, as the Company is able to generate
sufficient revenues to finance its operations.

     Going Concern. The Company's independent certified public accountants
included an explanatory paragraph in their report for the year ended May 31,
2001, which indicated a substantial doubt as to the ability of the Company to
continue as a going concern. This concern is due primarily to substantial debt
service requirements and working capital needs.

     Working Capital Deficit; Significant Capital Requirements. At May 31, 2001,
the Company had a working capital deficit of $6,402,341. The increase in working
capital deficit is primarily the result of reclassifying the $3,452,070 of GE
Capital debt and the $3,362,000 of secured convertible promissory notes to short
term debt, the latter of which will be reclassified back to long term upon
successful completion of restructuring if any. On September 30, 2001, the
Company had available cash of only approximately $105,000. The Company's capital
requirements have been and will continue to be significant, and its cash
requirements have exceeded cash flow from operations since inception. The
Company is in dire need for capital to continue to operate. The Company has been
dependent on the proceeds of its initial public offering in July 1998, and
private placements of its securities since then of its debt and equity
securities to satisfy its working capital requirements. The Company will be
dependent upon the proceeds of future private placement offerings or other
public offerings to fund development of the EMMA technology, its short-term
working capital requirements, fund certain marketing activities and to continue
implementing its business strategy. There can be no assurance the Company will
be able to raise necessary capital.

          The Need for Substantial Additional Financing; If we are unable to
obtain needed additional financing, our business may fail. In the event that the
Company's plans or assumptions relating to its operations change or prove to be
inaccurate or if the net proceeds of future private placements or other public
offerings together with revenues generated from operations prove to be
insufficient (due to, among other things, unanticipated expenses, increased
competition, unfavorable general economic conditions, decreased demand for cash
processing services, inability to successfully market its products, or other
unforeseen circumstances), the

                                        9
Company could be required to seek other alternatives available to it. The
Company currently requires and expects over the next fiscal year to continue to
need substantial additional capital in order to continue operations. There can
be no assurance that additional financing from any source will be available to
the Company when needed, on commercially reasonable terms, or at all. To the
extent that the Company obtains additional financing through the issuance of
additional equity securities, any such issuance may involve substantial dilution
to the Company's then-existing stockholders. Additionally, to the extent that
the Company incurs indebtedness or issues debt securities, the Company will be
subject to all of the risks associated with incurring substantial indebtedness,
including the risks that interest rates may fluctuate and cash flow may be
insufficient to pay principal and interest on any such indebtedness. Any
inability to obtain additional financing when needed, will have a material
adverse effect on the Company that could require the Company to significantly
curtail or possibly cease its operations. We have notes outstanding of
approximately $3,362,000 principal amount and although as of July 31, 2001 the
notes are in default, the Company has sent out final documents for execution by
debt holders to extend the notes for two (2) years. Furthermore, the Company has
received oral or written consent from noteholders of approximately $3,000,000
and is confident that the restructuring will be completed; there can be no
assurance though. In addition, we owe approximately $3,624,069 to G.E. Capital,
which we are also unable to repay at this time, but as of September 12, 2001 the
Company has come to terms on an agreement and signed an extension on this note
with GE Capital. The extension provides for a six (6) month deferral of interest
and a twelve (12) month deferral of principal on this note, contingent upon the
successful restructuring of the Company's convertible debt.

     Any additional financing we seek may substantially dilute the interests of
our shareholders. To the extent that we obtain additional financing through the
issuance of additional equity securities, any such issuance may involve
substantial dilution to our then-existing stockholders. Additionally, to the
extent that we incur indebtedness or issue debt securities, we will be subject
to all of the risks associated with incurring substantial indebtedness,
including the risks that interest rates may fluctuate and cash flow may be
insufficient to pay principal and interest on any such indebtedness. Any
inability to obtain additional financing when needed will have a material
adverse effect on us that could require us to significantly curtail or possibly
cease our operations.

     If our products and services do not achieve market acceptance, our business
will be harmed. In marketing our products and services, we are attempting to
change the traditional methods by which people obtain financial services and
access the Internet. Accordingly, the demand for these services is subject to a
high level of uncertainty. If we do not realize market acceptance of these
products, our business will be seriously harmed. The results of the use of EMMA
when deployed may not be well received and prior results of use may not be
indicative of future market acceptance of our products or services. Commercial
establishments and individuals may elect to utilize other methods, which they
believe to be less costly or possess other advantages over EMMA. Achieving
market acceptance for EMMA will require substantial marketing efforts and the
expenditure of a significant amount of funds to inform various targeted customer
groups of the perceived benefits and cost advantages of EMMA. To date we have
installed only a limited number of EMMA driven terminals.

     Similarly, the demand for and market acceptance of our currency processing
services are also subject to a high level of uncertainty. If we do not realize
market acceptance of these

                                       10
products, our business will be seriously harmed. Commercial establishments and
individuals may elect to utilize other methods which they believe to be less
costly or possess other advantages over our cash processing services, including
establishing their own cash counting and processing operations, or otherwise
refraining from seeking to dispose of excess cash.

       Limited Marketing Capabilities. Since inception, the Company has
conducted only limited marketing activities and currently has limited marketing
and technical experience and limited financial, personnel and other resources to
independently undertake extensive marketing activities. The Company's marketing
plans may be subject to change as a result of a number of factors, including
changes in market conditions, the nature of the marketing requested or provided
by customers for EMMA transaction processing and other factors. There can be no
assurance that the Company's efforts will result in significant initial or
continued market acceptance, that emerging markets for the EMMA system and the
Company's coin and currency processing services will not be limited, or that the
Company will succeed in positioning ATM-X, POS-X and the EMMA system as a
preferred method of financial transaction processing. See "Business--Marketing."

       Our limited marketing capabilities may hinder our growth. Since
inception, we have conducted only limited marketing activities and currently
have limited marketing and technical experience and limited financial, personnel
and other resources to independently undertake extensive marketing activities.
Accordingly, our marketing efforts may not result in significant initial or
continued market acceptance, may not develop a market for our EMMA system,
CoinBank(R) machines and currency processing services and may not succeed in
positioning EMMA as a preferred method of processing "advanced function"
transactions. Further, our current marketing plans are subject to change as a
result of a number of factors, including changes in market conditions, the
nature of the marketing requested or provided by prospective users of EMMA.

       We face substantial security risks in our business for which we may not
be fully insured. Our cash processing operations are substantially dependent
upon maintaining the security of the inventories of coin and currency
transported to our cash processing facility and held on our premises. We have
obtained insurance for on-site and off-site theft of cash from our facilities
and machines, and we maintain insurance against losses, including those due to
theft or embezzlement by independent contractors or our employees. This
insurance, however, may not provide us with an adequate level of coverage in the
event of any loss and it may not be renewed or increased in the future as
needed, on commercially reasonable terms or at all. Moreover, we may experience
an unanticipated loss not covered by such insurance. Partially or completely
uninsured losses, if of sufficient magnitude, could have a material adverse
effect on our business and results of operations. Although we believe that we
have in place adequate security systems and procedures to safeguard the coin and
currency processed at our cash processing facility, our systems and procedures
may not be sufficient to ensure against theft, embezzlement or other losses.

       Our products may not perform reliably in extensive applications. As of
August 31, 2001, we had installed only 4 EMMA-driven ATM-X/POS-X machines and
have derived

                                       11
substantially no revenue from this EMMA based business. To date we have not
installed a base of EMMA-driven ATM-X/POS-X machines upon which we can base
predictions about the reliability or functionality of the EMMA technology. The
Company is no longer intending to be involved in the placement of CoinBank(R)
machines. Although such systems and machines have performed reliably to date at
their current installations, upon widespread commercial use they may not
satisfactorily perform all of their intended functions or may not prove reliable
in extensive utilization. Software and other technologies that are incorporated
into our products are complex and may contain errors, which will only become
apparent subsequent to widespread commercial use. Remedying such errors could
require the expenditure of a substantial amount of money and could also result
in significant delays in installing or selling our products, which could have a
material adverse effect on us. We anticipate that we will continue to seek to
upgrade and enhance both the hardware and software components of our products.
Such upgrading and enhancement efforts remain subject to the risks inherent in
new product development, including unanticipated technical or other problems,
which could result in material delays in product commercialization or
significantly increased costs. Further, our EMMA systems may not satisfactorily
perform all of its intended functions or will prove not to be reliable in
extensive utilization.

       We are dependent on independent contractors, whose nonperformance could
harm our business. We are substantially dependent on the ability of the
independent contractors we hire to dedicate sufficient personnel to service us.
Any contractor that we utilize or may utilize may not have sufficient capacity
to satisfy our needs during any period of sustained demand. The loss of services
of independent contractors could disrupt our business. Furthermore, the EMMA
system accesses networks, which are owned and operated by third parties. The
failure or unavailability of these networks could have a material adverse effect
on us.

       We are dependent on third-party manufacturers. The EMMA system is
designed to be distributed through equipment, such as ATMs manufactured and
distributed by third parties. Although we believe that a number of sources for
this equipment is available, failure or delay by any manufacturer in providing
such equipment to location operators could result in interruptions in our
ability to deploy EMMA-based transactions and could have a material adverse
effect on our operations.

       We are in litigation with a former supplier of technology and a former
CoinBank Customer. We have commenced a lawsuit against Geld Bearbeitungs Systeme
GES.M.B.H., an Austrian entity which had previously been manufacturing certain
of our CoinBank(R) machines. Pursuant to licensing and manufacturing services
and distribution agreements with Geld, we have the exclusive worldwide right,
except for sales to certain Austrian financial institutions, to use the
technology, which is incorporated in the equipment, manufactured by this
supplier. We had previously entered into a letter of intent to acquire Geld to
secure our access to the exclusive technology and certain disputes have arisen
regarding the acquisition and licensing agreements between the parties. We
instituted the suit to enforce certain licensing rights under our agreements and
to enforce the acquisition letter of intent.

                                       12
We have been engaged in discussions with one of our CoinBank customers,
Shaw's Supermarkets regarding termination of the placement of our CoinBank
machines in their locations in New England. We have ceased operating the
machines. Shaw's filed suit claiming it is owed in excess of $200,000 and other
damages under our agreements with them. The Company believes that it has
substantially delivered all sums owed to Shaw's except for approximately
$40,000, but has meritorious defenses to other claims of Shaw's. There can be no
assurance that the suit will be settled favorably or that we would prevail in
any litigation.

       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 judgment
against CAS in favor of Vindex in the sum of $97,864.

       We have a limited customer base and the loss of any present customers
would have an adverse effect on our operations. We continue to sell most of the
currency that we process to a limited number of entities. We generally do not
enter into long-term written agreements with any customers with respect to the
processing, acquisition or sale of coin and currency and do not anticipate
entering into written contracts for coin purchases or sales with future
customers. The loss of present or any future significant customers, for any
reason, in the absence of significant additional customers or contracts, could
have a material adverse effect on our financial condition and results of
operations. We may not be able to lessen our dependence on a limited number of
customers for a substantial portion of our revenue.

       The expansion of our business is uncertain. To date, we have generally
been dependent on processing currency purchased directly from third parties
(other than through CoinBank(R) machines) to generate substantially all of our
revenues. We intend to increase our current level of operations, with an
emphasis on marketing EMMA services. We have achieved limited growth to date and
we may not be able to successfully expand our operations. Expansion of our
operations will be largely dependent upon our ability to successfully market and
distribute EMMA-driven transaction processing services; hire and retain skilled
technical, marketing and other personnel; establish and maintain satisfactory
relationships with banks and retail businesses; and achieve significant market
acceptance for the use of advanced function services. We may not be able to
successfully implement our business plan and unanticipated expenses, problems or
technical difficulties may occur which would result in material delays in its
implementation. Our prospects could be adversely affected by a decline in the
economic prospects of particular individual or commercial customers or segments
of cash-intensive markets, which could result in reduction or deferral of
requirements for coin processing services or the use of EMMA services by
prospective customers. We may not be able to achieve significant market
acceptance of advanced function transactions, achieve significant penetration in
new geographic markets or successfully expand our operations.

       We may not successfully compete with our competitors. The coin processing
industry is characterized by intense competition and we compete primarily with
banks, most of which possess substantially greater financial, personnel,
marketing and other resources than us. With

                                       13
respect to CoinBank(R) machines, we are aware of one other company that offers
self-service coin counting and processing services through the use of coin
counting machines. To our knowledge, this competitor focuses its marketing
efforts on installing its machines in supermarkets on a free placement basis.
This competitor has installed a number of its machines in the Los Angeles area
as well as in other areas of the United States, and, in some cases, such
installations are near where we have installed or may seek to install and/or
sell CoinBank(R) machines. There can be no assurance that potential customers of
CoinBank(R) machines will not prefer to utilize this competitor's machines.

       Competition could render our technologies obsolete. Our competitors may
be developing or may seek to develop functionally equivalent products or
services for the disposal of large amounts of coins in the future. In addition,
our EMMA platform will compete with existing automated teller machines and
services offered by financial institutions and other companies that may provide
services similar to those offered by EMMA. Competitive technologies may render
our products and services obsolete or less marketable.

       Changing industry trends may adversely effect our operations.
Alternatives to the use of cash and checks, such as credit cards and wire
transfer, debit cards and other forms of electronic currency are increasing.
Increasing use of these alternative forms of payment could reduce the frequency
of circulation of cash and checks resulting in decreased need for some EMMA
applications. The market for alternative forms of money transfer is
characterized by frequent introduction of new products and services and is
subject to changing consumer preferences and economic trends, which may make
certain EMMA applications unattractive, compared to other alternatives.

       The geographic concentration of our business exposes us to risks due to
changes in the regional economy. To date, our operations have been concentrated
primarily in the Southern California area. Our growth prospects will be largely
dependent on its ability to achieve greater penetration in this market as well
as significant penetration in new geographic markets. Although we intend to
focus our efforts on expanding its operations for the foreseeable future, a
substantial portion of our revenues will be derived from its Southern California
operations. Such geographic concentration increases the potential impact on our
results of operations of any regional economic downturn or catastrophic events.
Our prospects could be adversely affected by unfavorable general economic
conditions, including any downturns in the California or national economies,
which could result in an unwillingness by consumers to pay cash processing fees
or an increased interest in developing alternative methods of counting and
sorting cash, including creating in-house processing facilities.

       We are subject to risks relating to our international installations and
sales. We are seeking to deploy the EMMA system outside of the United States. To
the extent that we are able to expand our operations and sales outside of the
United States, we will be subject to the risks associated with international
operations and sales, including economic and political instability, currency
fluctuations, credit risks, shipping delays, customs duties, export quotas,
foreign government regulations and other trade restrictions, any of which could
have a significant impact

                                       14
on our ability to operate effectively outside of the United States or to deliver
EMMA services overseas to customers on a competitive and timely basis.

       Uncertainty of patent and trademark protection. Although the Company has
received U.S. Patents with respect to its CoinBank machines and its EMMA
Platform, there can be no assurance that these patents will afford the Company
any meaningful protection. We do not currently hold any patents with respect to
any software or hardware used in its operations. We intend to rely primarily on
a combination of trade secrets, technical measures, copyright protection and
nondisclosure agreements with its employees to establish and protect the ideas,
concepts and documentation of software developed by it and used primarily in its
coin processing operations. Such methods may not afford complete protection, and
there can be no assurance that third parties will not independently develop such
technology or obtain access to the software we have developed. Although we
believe that our use of the software we developed and other software used in its
operations does not infringe upon the rights of others, our use of the software
we developed or such other software may infringe upon the patents or
intellectual property rights of others. In the event of infringement, we could,
under certain circumstances, be required to obtain a license or modify aspects
of the software we developed or such other software or refrain from using such
software. We may not have the necessary financial resources to defend any
infringement claim made against us or be able to successfully terminate any
infringement in a timely manner, upon acceptable terms and conditions or at all.
Failure to do any of the foregoing could have a material adverse effect on us.
Moreover, if the software we developed or any other software or hardware used in
our business is deemed to infringe upon the rights of others, we could, under
certain circumstances, become liable for damages, which could have a material
adverse effect on us. We received United States trademark registration for the
"CoinBank(R)" name in September 1997. Although we are not aware of any claims of
infringement or other challenges to our rights to use this trademark, there can
be no assurance that our marks do not or will not infringe upon the proprietary
rights of others or that our marks would be upheld if challenged.

       We are dependent on key personnel. Our success is dependent on the
efforts of our key personnel, including Mr. Korman, our President and Chief
Executive Officer. We entered into a three-year employment agreement with Mr.
Korman, which expired in July 2001. There is currently no employment agreement
in place between Mr. Korman and us. The loss of the services of Mr. Korman could
have a material adverse effect on our business and prospects. Mr. Korman also
participates in other business endeavors, which require a portion of his
business time. Although Mr. Korman has advised us that his participation in
outside business matters should not interfere with his performance of his duties
as our President and Chief Executive Officer, there can be no assurance that a
conflict of interest will not arise with respect to the allocation of Mr.
Korman's time or that such conflict would be resolved in our favor.

       The success of our business also requires that we retain other qualified
management personnel. Our success is also dependent upon our ability to hire and
retain additional qualified management, marketing, technical, financial and
other personnel. Competition for qualified personnel is intense, and there can
be no assurance that we will be able to hire or retain

                                       15
additional qualified personnel. Any inability to attract and retain qualified
management and other personnel would have a material adverse effect on us.

         We are controlled by our management. Mr. Korman and Mr. Miller, and
their respective affiliates, beneficially own, in the aggregate, approximately
20.19% of our outstanding common stock. As a result, they are and will be in a
position to act together to effectively control us, elect our directors, cause
an increase in the authorized capital or the dissolution, merger or sale of our
assets, and generally direct our affairs.

         Our directors and officers have limited personal liability. Our
Certificate of Incorporation includes provisions to limit, to the full extent
permitted by Delaware law, the personal liability of our directors for monetary
damages arising from a breach of their fiduciary duties as directors. In
addition, our By-Laws require us to indemnify any of our directors, officers,
employees or agents to the full extent permitted by Delaware law. As a result of
such provisions in our Certificate of Incorporation and the By-Laws,
stockholders may be unable to recover damages against our directors and officers
for actions taken by them which constitute negligence, gross negligence or a
violation of their fiduciary duties, which may reduce the likelihood of
stockholders instituting derivative litigation against directors and officers
and may discourage or deter stockholders from suing our directors, officers,
employees and agents for breaches of their duty of care, even though such an
action, if successful, might otherwise benefit us and our stockholders.

         The future sale of our currently outstanding restricted stock may
depress our stock price. As of August 31, 2001, we had 3,668,034 shares of
common stock outstanding, of which approximately 2,518,471 shares of common
stock are freely tradeable without restriction or further registration under the
Securities Act of 1933, as amended. All of the remaining 1,149,563 shares of
common stock outstanding are restricted securities as that term is defined under
Rule 144 promulgated under the Securities Act. In July 2000 we filed a
registration statement with the SEC to register, on behalf of holders of options
and warrants and other convertible securities, an additional 1,830,592 shares.
The sale of these shares of common stock may have a depressive effect on the
market prices of our Common Stock prevailing from time to time. In addition, we
have issued numerous convertible securities, which could result in an increase
in the number of Common shares outstanding. This could impair our ability to
raise capital through the sale of its equity securities.

         Possible delisting of securities from American Stock Exchange and risks
relating to Penny Stocks. Our common stock is currently listed on American Stock
Exchange. The American Stock Exchange granted to us an exemption from its
original listing requirements in order for our Common Stock to be listed for
trading. AMEX reserves the right to delist an entity in its discretion at any
time. Among other criteria, AMEX will consider the financial condition and
operating results, the public distribution of securities and other
non-quantitative criteria. The Company is aware that it is not in accordance
with AMEX rules regarding the enforcement for holding of shareholder meetings.
This rule violation, and possible others, may result in delisting. Our failure
to meet these maintenance criteria in the future may result in the delisting of
our common stock from AMEX, and trading, if any, in our securities would
thereafter be conducted

                                       16
in the non-Nasdaq over-the-counter market. As a result of such delisting, an
investor could find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, our securities.

         Although we anticipate that our common stock will continue to be listed
for trading on Amex, if the common stock were to become delisted from trading on
Amex and the trading price of the common stock were to fall below $5.00 per
share on the date the common stock was delisted, trading in such securities
would also be subject to the requirements of certain rules promulgated under the
Exchange Act, which require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a penny stock,
generally, any non-exchange listed equity security that has a market price of
less than $5.00 per share, subject to certain exceptions. Such rules require the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith, and impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors, generally
institutions. For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. The additional
burdens imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in our securities, which could
severely limit the market price and liquidity of such securities and the ability
of purchasers to sell our securities in the secondary market.

         We have the discretion to issue additional shares of preferred stock.
Our Certificate of Incorporation authorizes our Board of Directors to issue up
to 1,000,000 shares of preferred stock, from time to time, in one or more
series. Our Board of Directors is authorized, without further approval of the
stockholders, and except as prohibited in existing Preferred Stock designations,
to fix the dividend rights and terms, conversion rights, voting rights,
redemption rights and terms, liquidation preferences, and any other rights,
preferences, privileges and restrictions applicable to each new series of
preferred stock. The establishment of a class of preferred stock other than the
Series A Preferred Stock may adversely impact the rights of holders of the
Series A, Series B or Series C. The issuance of such stock could adversely
affect the voting power of the holders of common stock and, under certain
circumstances, make it more difficult for a third party to gain control of us,
discourage bids for our common stock at a premium, or otherwise adversely affect
the market price of our common stock. To date we have authorized the issuance of
118,125 shares of Series A Preferred Stock, 400,000 shares of Series B Preferred
Stock, 480,769 shares of Series C Preferred Stock, 25 shares of Series D
Preferred Stock, 5 shares of Series E Preferred Stock and 5 shares of Series F
Preferred Stock.

                                       17
SELLING SECURITY HOLDERS
------------------------------------------------------------------------------------------------------------------
                                             Shares                                             Percentage of
                                             Beneficially                         Shares        Shares
                                             Owned Prior to                       Owned         Owned
Name and Address of                          Offering            Shares           After         After
Security Holder                              (1)(2)              Offered          Offering      Offering

------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
Ali Kazim Baygan (3)                         0                    50,000           50,000           1.3
------------------------------------------------------------------------------------------------------------------
__________________________
1.       Includes all shares as to which the individual has sole or shared
         voting power or investment power and also any shares that the
         individual has the right to acquire within 60 days of the date of this
         prospectus through the exercise of any stock option or other right.
         Unless otherwise indicated in the footnotes, each individual has sole
         voting and investment power (or shares such powers with his or her
         spouse) with respect to the shares shown as beneficially owned).

2.       See "Plan of Distribution."

3.       Mr. Baygan received these shares in connection with, and as payment
         for, his services as a consultant to the Company. Mr. Baygan assists
         the Company in development of its EMMA technology.

                                       18
DESCRIPTION OF SECURITIES

         Our Common Stock is registered under Section 12 of the Securities and
Exchange Act of 1934, as amended.

Capital Stock

         General

         We are authorized to issue 20,000,000 shares of common stock, par value
$.01 per share, and 1,000,000 shares of preferred stock, par value $.01 per
share. As of the date of this Prospectus, there are 4,534,534 shares of common
stock outstanding; 65,625 shares of Series A Preferred Stock; 400,000 shares of
Series B Preferred Stock; 480,769 shares of Series C Preferred Stock; 25 shares
of Series D Preferred Stock; 1.8 shares of Series E Preferred Stock and 5 shares
of Series F Preferred Stock issued and outstanding. We also have an aggregate of
1,830,592 shares reserved for issuance under outstanding warrants and options
and for conversion of $3,362,000 principal amount of convertible notes.

         Common Stock

         The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders, including the election of
directors, and, subject to preferences that may be applicable to any preferred
stock outstanding at the time, are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the board of directors out of
funds legally available therefor. In the event of liquidation or dissolution,
the holders of common stock are entitled to receive all assets available for
distribution to the stockholders, subject to any preferential rights of any
preferred stock then outstanding. The holders of common stock have no cumulative
voting, preemptive or other subscription rights, and there are no conversion
rights or redemption or sinking fund provisions with respect to the common
stock. All outstanding shares of common stock are, and the shares of common
stock offered hereby upon issuance and sale will be, fully paid and
non-assessable. The rights, preferences and privileges of the holders of common
stock are subject to, and may be adversely affected by, the right of the holders
of any shares of preferred stock now outstanding or which we may designate in
the future.

         Preferred Stock

         Our board of directors is authorized to issue shares of preferred stock
from time to time in one or more series. The board of directors, without further
approval of the stockholders, is authorized to fix the dividend rights and
terms, conversion rights, voting rights, redemption rights and terms,
liquidation preferences and other rights, preferences, privileges and
restrictions applicable to each series of preferred stock. The issuance of
preferred stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes could, among other things, adversely
affect the voting power of the holders of common stock and, under certain
circumstances, make it more difficult for a third party to gain control of us,
prevent or

                                       19
substantially delay a change of control, discourage bids for our common stock at
a premium or otherwise adversely affect the market price of the common stock.

                              PLAN OF DISTRIBUTION

         The common stock covered by this prospectus, including the shares
underlying the warrants which be issued by Cash Technologies upon the exercise
by the holders of the warrants, may be offered and sold from time to time by the
selling stockholders, including in one or more of the following transactions:

         -     on the over the counter market;

         -     in transactions other than on the over the counter market;

         -     in connection with short sales;

         -     by pledge to secure debts and other obligations;

         -     in connection with the writing of options, in hedge transactions,
               and in settlement of other transactions in standardized or over-
               the-counter options;

         -     in a combination of any of the above transactions; or

         -     pursuant to Rule 144 under the Securities Act, assuming the
               availability of an examination from registration.

         The selling security holder may sell their shares at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
at negotiated prices, or at fixed prices.

         Broker-dealers that are used to sell shares will either receive
discounts or commissions from the selling share holders, or will receive
commissions from the purchasers for whom they acted as agents.

         The selling security holder and intermediaries through whom shares are
sold may be deemed underwriters within the meaning of the Securities Act with
respect to the shares offered.

         There can be no assurance that the selling security holder will sell
all or any of the common stock.

         We have agreed to keep this prospectus effective for a period expiring
on the earlier of the date on which all of the selling security holder' shares
have been sold or the date on which all such shares are eligible for sale
pursuant to Rule 144 under the Securities Act.

                                       20
The selling shareholders and us have agreed to customary
indemnification obligations with respect to the sale of common stock by use of
this prospectus.

                             REPORTS TO SHAREHOLDERS

         Our company distributes annual reports to its stockholders, including
financial statements examined and reported on by independent public accountants,
and will provide such other reports as management may deem necessary or
appropriate to keep stockholders informed of our company's operations.

                                  LEGAL MATTERS

         The legality of the offering of the shares will be passed upon for us
by Goldstein & DiGioia, LLP, 369 Lexington Avenue, New York, New York l00l7.

                                     EXPERTS

         The financial statements for the fiscal year ended May 31, 2000,
incorporated by reference in this Prospectus have been audited by BDO Seidman,
LLP, independent certified public accountants, to the extent and for the periods
set forth in their report, (which contained an explanatory paragraph regarding
the Company's ability to continue as a going concern), incorporated herein by
reference, and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.

         The financial statements for the fiscal year ended May 31, 2001,
incorporated by reference in this Prospectus have been audited by Vasquez &
Company, LLP, independent certified public accountants, to the extent and for
the periods set forth in their report (which contained an explanatory paragraph
regarding the Company's ability to continue as a going concern), incorporated
herein by reference, and are incorporated herein in reliance upon such report
given upon the authority of said firm as experts in auditing and accounting.

                             ADDITIONAL INFORMATION

         We have filed a Registration Statement under the Act with the
Securities and Exchange Commission, with respect to the securities offered by
this prospectus. This prospectus does not contain all of the information set
forth in the registration statement. For further information with respect to our
company and such securities, reference is made to the registration statement and
to the exhibits and schedules filed therewith. Each statement made in this
prospectus referring to a document filed as an exhibit to the registration
statement is qualified by reference to the exhibit for a complete statement of
its terms and conditions. The registration statement, including exhibits
thereto, may be inspected without charge to anyone at the office of the
Commission, and copies of all or any part thereof may be obtained from the
Commission's principal office in Washington, D.C. upon payment of the
Commission's charge for copying.

                                       21
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, heretofore filed by Cash Technologies with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:

                  1.      Our Annual Report on Form 10-K, as amended, for the
                  fiscal year ended May 31, 2001.

                  2.      A description of our common stock contained in our
                  registration statement on Form 8-A filed July 2, 1998.

                  3.      Our Form 10-QSB for the quarter ended August 31, 2001.

                  4.      Our Form 8k filed on September 14, 2001

         All documents that we file subsequent to the date of this Prospectus
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment which indicates that all Shares offered
hereby have been sold or which deregisters all Shares then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed modified or superseded for
purposes of this Registration Statement and Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement of which this Prospectus forms a part.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Our Counsel, Goldstein & Digioio, LLP owns 50,000 options, none of
         which are included in this registration statement.

Item 6.  Indemnification of Directors and Officers

         The General Corporation Law of Delaware provides generally that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative in nature
to procure a judgment in its favor, by reason of the fact

                                       22
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) and, in a
proceeding not by or in the right of the corporation, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such suit or proceeding, if he acted in good faith and in a
manner believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reason to believe his conduct was unlawful. Delaware law further provides that a
corporation will not indemnify any person against expenses incurred in
connection with an action by or in the right of the corporation if such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for the expenses
which such court shall deem proper.

         Our By-Laws provide for indemnification of our officers and directors
to the greatest extent permitted by Delaware law for any and all fees, costs and
expenses incurred in connection with any action or proceeding, civil or
criminal, commenced or threatened, arising out of services by or on behalf of
us, providing such officer's or director's acts were not committed in bad faith.
The By-Laws also provide for advancing funds to pay for anticipated costs and
authorizes the Board to enter into an indemnification agreement with each
officer or director.

         In accordance with Delaware law, our Certificate of Incorporation
contains provisions eliminating the personal liability of directors, except for
breach of a director's fiduciary duty of loyalty to the us or to our
stockholders, acts or omission not in good faith or which involve intentional
misconduct or a knowing violation of the law, and in respect of any transaction
in which a director receives an improper personal benefit. These provisions only
pertain to breaches of duty by directors as such, and not in any other corporate
capacity, e.g., as an officer. As a result of the inclusion of such provisions,
neither the Company nor our stockholders may be able to recover monetary damages
against directors for actions taken by them which are ultimately found to have
constituted negligence or gross negligence, or which are ultimately found to
have been in violation of their fiduciary duties, although it may be possible to
obtain injunctive or equitable relief with respect to such actions. If equitable
remedies are found not to be available to stockholders in any particular case,
stockholders may not have an effective remedy against the challenged conduct.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and therefore is unenforceable.

Item 7.  Exemption from Registration Claimed

         The shares being offered by the selling shareholder were issued by the
Company pursuant to Section 4(2) of the Securities Act of 1933, as amended. The
Company issued the shares to the selling shareholder in connection with payment
for consulting services rendered to the Company. There was no general
solicitation regarding issuance of the shares.

                                       23
Item 8.  Exhibits

The following exhibits are filed herewith unless otherwise noted.

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

4.1          Form of the Company's Common Stock Certificate [Exhibit 4.1 to
             the Company's Registration Statement on Form SB-2
             (File No. 333-6436)]

5            Opinion of Goldstein & DiGioia, LLP re legality of shares offered.

23.1         Consent of Vasquez & Company, LLP

23.2         Consent of BDO Siedman, LLP

23.3         Consent of Goldstein & DiGioia, LLP, contained in Exhibit 5.

Item 9.  Undertakings

We hereby undertake:

A.       (1)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

         (2)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (4)      (i) For the purpose of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement

                                       24
in reliance upon Rule 430A and contained in the form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of the Registration Statement as of the time it was
declared effective.

              (ii) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

        (5)   For purposes of determining any liability under the Securities Act
of 1933, each filing of our annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

B.      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       25
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 25th day of
October, 2001.

                                 CASH TECHNOLOGIES, INC.

                                 By: /s/ Bruce Korman
                                 Bruce Korman
                                 President, Chief Executive Officer and Chairman

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below substitutes and appoints Bruce Korman as his true and lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be don in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature                          Capacity                                    Date
         ---------                          --------                                    ----
/s/ Bruce Korman
________________________________________             President, Chief Executive         October 30, 2001
Bruce Korman                                                  Officer and Chairman

/s/ Richard Miller
________________________________________             Director                           October 30, 2001
Richard Miller

/s/ Robert Fagenson
________________________________________             Director                           October 30, 2001
Robert Fagenson

/s/ Vincent Carrino
________________________________________             Director                           October 30, 2001
Vincent Carrino

/s/ Kevin Walls
________________________________________             Director                           October 30, 2001
Kevin Walls

/s/ Edmund King
________________________________________             Chief Financial Officer,           October 30, 2001
Edmund King                                          Secretary and Principal
                                                     Accounting Officer
/s/ David Granno
________________________________________             Director                           October 30, 2001
David Granno
26