<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 10-QSB/A
AMENDMENT NO. 1
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
FOR THREE MONTH PERIOD ENDED AUGUST 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-24569
------------------------
CASH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4558331
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1434 W. 11/TH/STREET, LOS ANGELES, CA 90015
(Address of principal executive offices) (Zip Code)
(213) 745-2000
(Registrant's telephone number, including area code)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_].
------------------------
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
On October 15, 1998, there were 3,488,665 shares of common stock, $ .01 par
value, issued and outstanding.
1
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CASH TECHNOLOGIES, INC.
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
ITEM PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of August 31, 1998 (unaudited) and May 31, 1998................ 3
Consolidated Statements of Operations for the three month periods ended
Aug 30, 1998 and 1997 (unaudited)............................................................ 4
Consolidated Statements of Cash Flows for the three month periods ended
August 31, 1998 and 1997 (unaudited)......................................................... 5
Notes to Consolidated Financial Statements for the three month periods ended
August 31, 1998 and 1997..................................................................... 6
Item 2. Management's Discussion and Analysis.......................................................... 7
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds..................................................... 10
Item 3. Exhibits and Reports on Form 8-K.............................................................. 11
SIGNATURES............................................................................................... 12
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CASH TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AUGUST 31, MAY 31,
1998 1998
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.............................. $ 6,876,633 $ 210,723
Cash Restricted........................................ 43,042 41,973
Accounts Receivable.................................... 14,999 40,398
Inventories............................................ 180,826 79,785
Prepaid expenses and other current assets.............. 59,227 58,298
----------- -----------
Total current assets.................................. 7,174,727 431,177
PROPERTY AND EQUIPMENT Net.............................. 2,694,356 2,639,630
OTHER ASSETS............................................ 90,941 260,441
----------- -----------
TOTAL ASSETS............................................ 9,960,024 3,331,248
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Current maturities of Notes Payable.................... $ 1,092,512 $ 1,273,629
Current maturities of capital lease obligations........ 82,659 86,041
Current maturities of due to stockholders.............. 87,320 2,349,205
Accounts payable....................................... 379,990 559,811
Accrued expenses & other current liabilities........... 284,098 233,406
----------- -----------
Total current liabilities.............................. 1,926,579 4,502,092
Notes Payable less current maturities.................. 3,454,567 3,859,567
Capital lease obligations less current maturities...... 3,721 19,238
Due to stockholders less current maturities............ --- 58,325
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock........................................... 35,195 17,000
Additional paid in capital............................. 11,236,428 451,235
Accumulated deficit.................................... (6,696,465) (5,576,209)
----------- -----------
Total stockholders equity (deficiency)................ 4,575,158 (5,107,974)
----------- -----------
$ 9,960,024 $ 3,331,248
----------- -----------
</TABLE>
See notes to consolidated financial statements
3
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CASH TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED AUGUST 31,
----------------
1998 1997
---- ----
<S> <C> <C>
GROSS REVENUE*.................................... $13,878,754 $14,550,545
=========== ===========
NET REVENUES...................................... 249,431 251,785
COST OF REVENUES.................................. 166,572 185,223
----------- -----------
GROSS PROFIT ..................................... 82,859 66,562
SELLING, GENERAL &
ADMINISTRATIVE EXP............................. 935,192 442,668
DEPRECIATION & AMORTIZATION EXP................... 56,949 67,163
OPERATING LOSS.................................... (909,282) (443,268)
INTEREST EXPENSES................................. 210,974 103,044
LOSS BEFORE INCOME TAXES.......................... (1,120,256) (546,312)
INCOME TAXES...................................... --- ---
NET LOSS.......................................... $(1,120,256) $ (546,312)
----------- -----------
Basic and diluted, net loss per share ........... $ (.32) $ (.32)
Basic and diluted weighted average shares
outstanding.................................... 3,519,500 1,700,000
=========== ===========
</TABLE>
* Gross revenues include the value of coin and currency processed and does not
represent revenue under generally accepted accounting principles.
See notes to consolidated financial statements.
4
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CASH TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED AUGUST 31,
-----------------
1998 1997
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss................................................................................... $(1,120,256) $ (546,312)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization............................................................. 56,949 (38,558)
Accrued Interest....................................................................... 29,325 30,062
Accounts receivable.................................................................... 25,399 356,944
Inventories............................................................................ (101,041) 49,389
Prepaid expenses and other current assets.............................................. (929) 20,651
Other assets............................................................................ 302,431 36,475
Accounts payable........................................................................ (179,821) (26,627)
Accrued liabilities..................................................................... 50,690 71,838
----------- ----------
Net cash provided/(used) by operating activities........................................... $ (937,253) (46,139)
INVESTING ACTIVITIES:
Property & equipment...................................................................... (111,673) (934,263)
----------- ----------
Net cash provided/(used) by investing activities........................................... (111,673) $ (934,263)
FINANCING ACTIVITIES:
Deferred financing cost................................................................... (134,000) (134,000)
Payments on capital lease obligation...................................................... (18,900) (20,333)
Repayments on long-term debt.............................................................. $(1,610,866) $1,004,648
Net proceeds from issuance of common stock................................................. 9,478,603 ----
----------- ----------
Net cash provided/(used) by financing activities........................................... $ 7,714,837 $ 850,315
----------- ----------
CHANGE IN CASH AND CASH EQUIVALENTS......................................................... $ 6,665,910 $ (130,087)
Beginning of period........................................................................ $ 210,723 $ 503,977
----------- ----------
End of period.............................................................................. $ 6,876,633 $ 373,890
=========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Cash paid for:
Interest................................................................................... $ 185,575 $ 103,044
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTION
Conversion of debt to Equity............................................................... $ 1,324,786 $ ---
</TABLE>
See notes to consolidated financial statements.
5
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CASH TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIODS ENDED AUGUST 31, 1998 AND 1997
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRESENTATION OF INTERIM INFORMATION
In the opinion of the management of Cash Technologies, Inc. (the
"Company"), the accompanying, unaudited consolidated financial statements
include all normal adjustments considered necessary to present fairly the
financial position as of August 31, 1998 and the results of operation and cash
flows for the three months ended August 31, 1998 and 1997. Interim results are
not necessrily indicative of results for a full year.
The consolidated financial statements and notes are presented as permitted
by Form 10-QSB, and do not contain certain information included in the Company's
audited consolidated financial statements and notes for the fiscal year ended
May 31, 1998.
BASIS OF PRESENTATION:
The unaudited consolidated financial statements of Cash Technologies, Inc.
and its subsidiaries National Cash Processors Inc. & CoinBank Automated System,
Inc. (collectively, the "Company") included herein reflect all adjustments,
consisting only of normal recurring adjustments which, in the opinion of
management, are necessary to present fairly the Company's financial position,
results of operations and cash flows for the periods presented.
These financial statements have been prepared by the Company pursuant to
the rules and regulations of the Securities and Exchange Commission (the "SEC").
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
have been omitted pursuant to such SEC rules and regulations. These financial
statements should be read in conjunction with the Company's audited financial
statements and the accompanying notes included in the Company's Form 10-K for
the year ended May 31, 1998 filed with the SEC. The results of operations
for the three month periods ended August 31, 1998 are not necessarily indicative
of the results to be expected for any subsequent quarter or for the entire
fiscal year.
6
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Safe Harbor Statement
In addition to historical information, the information included in this
Form 10-QSB contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), such as those pertaining to the Company's capital resources, performance
and results of operations. Forward-looking statements involve numerous risks and
uncertainties and should not be relied upon as predictions of future events.
Certain such forward-looking statements can be identified by the use of forward-
looking terminology such as "believes," "expects," "may," "will," "should,"
"seeks," "approximately, "intends," "plans," "pro forma, "estimates," or
"anticipates" or the negative thereof or other variations thereof or comparable
terminology, or by discussions of strategy, plans or intentions. Such forward-
looking statements are necessarily dependent on assumptions, data or methods
that may be incorrect or imprecise and may be incapable of being realized. The
following factors, among others, could cause actual results and future events to
differ materially from those set forth or contemplated in the forward-looking
statements: market acceptance of the Company's products, limited marketing
experience, uncertainty of product development, dependence upon new technology,
need for qualified management personnel and competition. The success of the
Company also depends upon economic trends generally, governmental regulation,
legislation, and population changes. Readers are cautioned not to place undue
reliance on forward-looking statements, which reflect management's analysis
only. The Company assumes no obligation to update forward-looking statements.
See also the Company's reports filed from time to time with the Securities and
Exchange Commission pursuant to the Securities Act or the Exchange Act.
OVERVIEW
The Company was organized in August 1995, but its coin processing
operations were commenced by its now wholly-owned subsidiary, National Cash
Processors, Inc. ("NCP") in May 1994. The Company acquired NCP in January 1996
from certain affiliates of the Company. The CoinBank(R) portion of the
business is conducted through the Company's wholly-owned subsidiary
CoinBank(R) Automated Systems, Inc., which was incorporated in November 1995.
The Company generates revenues through the purchase of loose United States coin
and currency which is acquired in bulk at a small discount from face value and
then counted, sorted, wrapped and re-sold primarily to a variety of retail
businesses at face value plus a small fee or deposited to the Federal Reserve
Bank for credit to the Company's account. The Company's expenses have exceeded
net revenues since inception and for the fiscal years ended May 31, 1996 and
1997 the Company sustained net losses of $705,585 and $1,547,805, respectively.
The Company also incurred a net loss of $2,727,144 for the year ended May 31,
1998. For the quarter ended August 31, 1998, the Company has incurred a net loss
of $1,120,256. Marketing expenses, executive salaries and general and other
administrative costs are expected to increase as the Company increases its
marketing of CoinBank(R) machines and expands its base of operations beyond
the Southern California region. Inasmuch as the Company will continue to have a
high level of operating expenses following the Company's initial public offering
and will be required to make certain up-front expenditures in connection with
its proposed expansion, the Company anticipates that losses will continue for
the foreseeable future.
On July 9, 1998 the Company completed its initial public offering of
1,485,000 shares of Common Stock and received net proceeds of approximately
$8,845,000 after deducting commissions and expenses of approximately $1,550,000.
The offering price of the shares was $7.00 per share. At the same time the
Company issued approximately 130,915 shares of its common stock and certain
officers and stockholders exchanged 161,830 shares owned by them in exchange for
approximately $1,324,700 of indebtedness owed by the Company to them. Prior to
July 9, 1998, the Company was not a reporting company under the Securities and
Exchange Act of 1934 and did not file reports with the SEC.
On August 18, 1998, the underwriters in the Company's public offering
exercised the overallotment option and purchased an additional 172,750 shares of
the Company. Net proceeds to the Company were approximately $1,055,071 after
deducting commissions and expenses of $154,179.
The Company records as revenue the service fee charged for coin and
currency processed on behalf of a customer but not purchased by the Company. The
Company also records as revenue the service fee charged to persons using
CoinBank(R) machines. These amounts are recorded once the coin is delivered to
the Company's facility and counted. Gross revenues include the value of coin and
currency processed and does not represent revenue under generally accepted
accounting principles. See Note 1 of Notes to Consolidated Financial Statements.
The Company intends to focus its future efforts on marketing CoinBank(R)
machines, since revenues from CoinBank(R) machines have the potential to
produce greater profit margins than revenues generated by the Company's coin and
currency processing services. Although revenues generated from CoinBank(R)
machines accounted for only approximately 18% of revenues for the fiscal year
ended March 31, 1998, compared to approximately 82% of revenues generated from
coin and currency processing, the Company anticipates that the revenues
generated from the operation of CoinBank(R) machines will eventually become
the primary source of the Company's future revenues.
The Company has a contract to count, process and purchase currency for the
Los Angeles County Metropolitan Transportation Authority ("LACMTA") for the
period from April 1, 1997 to March 31, 1999 for a fee approximately 1% of all
currency processed. The Company expects to process and purchase between
$35,000,000 and $60,000,000 per annum pursuant to this contract, which may be
renewed by the LACMTA for two additional six month periods. The Company records
as revenue the service fee charged for the processing of tokens and/or currency
processed pursuant to such contracts. From time to time, the Company may submit
bids for additional similar contracts. There can be no assurance, however, that
it will be awarded any contract for which it submits a bid.
7
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RESULTS OF OPERATIONS
Three months Ended August 31, 1998 Compared to Three months Ended August 31,
1997
Gross revenues include the value of the coins and currency processed for
the three months ended August 31, 1998 and amounted to $13,878,754 compared to
$14,550,545 for the comparable 1997 period. The decrease in coin and currency
processed was primarily attributable to the Company's reduction in low profit
transactions for certain vending companies and normal periodic fluctuations in
the value of currency processed for the LACMTA during the three month period. As
a result of the foregoing, net revenues for the three months ended August 31,
1998 decreased to $249,431 compared to $251,785 for the comparable 1997 period.
Cost of revenues for the three months ended August 31, 1998 was $166,572,
compared to $185,223 in the comparable 1997 period, reflecting primarily an
increase in margins on currency processing
Gross profit for the three months ended August 31, 1998, was $ 82,859
compared to the gross profit of $66,562 in the comparable 1996 period. The
increase in gross profit was due to increases in profit margin on currency
processing.
Selling, general and administrative expenses for the three months ended
August 31, 1998 increased to $935,192 compared to expenses of $442,668 for the
three months ended August 31, 1997. Such expenses consisted of office rent,
salaries of executive officers and administrative personnel and other
administrative expenses. The increase in selling, general and administrative
expenses is attributable to the increase in administrative, marketing, personnel
and promotion as the Company has expanded its operations and customer base.
Depreciation and amortization expenses for the three months ended August
31, 1998 and 1997 were $56,949 and $67,163. Interest expense, net, for the three
months ended August 31, 1998 and 1997 were $210,974 and $103,044, respectively.
The increase in interest expense was due to a higher level of outstanding
indebtedness associated with equipment acquired during the 1998 period.
As a result of the foregoing, net losses for the three months ended August
31, 1998 and 1997 were $1,120,256 and $546,312, respectively
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements have been and will continue to be
significant and its cash requirements have been exceeding its cash flow from
operations. At August 31, 1998, the Company had working capital of $5,248,150
and unrestricted cash and cash equivalents of $6,876,633 compared to a working
capital deficit of $4,341,344 and unrestricted cash and cash equivalents of
$333,890 at August 31, 1997. Since inception, the Company has satisfied its
working capital requirements through revenues generated from operations, the
issuance of equity and debt securities, borrowing under a line of credit, and
loans from stockholders and an affiliate of an executive officer of the Company.
Net cash used in operating activities was $937,253 for the three months
ended August 31, 1998, as compared to net cash used in operating activities of
$46,139 for the three months ended August 31 1997. The increase in net cash
used in operating activities in the 1997 period was primarily the result of the
Company's expanded operations offset by decreases in receivables and coin and
currency inventories plus increases in accounts payable and accrued liabilities.
Net cash used in investing activities was $111,673 for the three months
ended August 31, 1998, as
8
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compared to $934,263 for the three months ended August 31 1997. The decrease in
net cash used in investing activities was attributable to a decrease in
purchases of equipment.
Net cash provided by financing activities for the three months ended August
31, 1998 was $7,714,837 as compared to $850,315 for the three months ended
August 31 1997. The increase in net cash provided by financing activities was
primarily attributable to IPO proceeds, along with the exercise of the
overallotment option.
The Company has entered into a credit agreement with GE Capital Corporation
(the "Lender") pursuant to which the Company has borrowed $5,500,000 for the
purchase of CoinBank(R) component equipment, working capital and general
corporate purposes as of February 28, 1998. A portion of the amount drawn under
the line of credit are secured by certain of the Company's assets. Amounts
borrowed under this line bear interest at approximately 9.0% per annum, payable
over a period of 60 months, subject to certain pre-payment penalties. The
Company is required to make monthly payments of principal and interest on this
line of credit, currently approximately $120,000. The Lender has recently
advised the Company that all funds it previously advanced to the Company are to
be secured by CoinBank(R) machines, and that the failure to provide such
security could be considered an event of default under the line. The Company
intends to use a portion of the proceeds of the Company's initial public
offering to purchase additional CoinBank(R) machine equipment which may be used
as additional security for the loans previously made by the Lender.
The Company intends to spend approximately $900,000 from the proceeds of
its initial offering to purchase components for up to 110 additional
CoinBank(R) machines. These purchases together with prior purchases by the
Company will satisfy the minimum amount of CoinBank(R) components the Company
is required to purchase from a foreign manufacturer in order to retain exclusive
distribution rights to sell the coin processing equipment purchased from the
manufacturer. See "Use of Proceeds" and "Business-CoinBank(R) Machines-
Assembly and Supply of CoinBank(R) Machines."
Based on the Company's current proposed plans and assumptions relating to
the implementation of its expansion strategy, the Company anticipates that the
net proceeds of its recent initial public offering will be sufficient to satisfy
its contemplated cash requirements for at least twelve to eighteen months. In
the event that the Company's plans change or its assumptions prove to be
inaccurate (due to unanticipated expenses, increased competition, unfavorable
general economic conditions, decreased demand for coin processing services or
otherwise), the Company could be required to seek additional financing sooner
than currently anticipated. The Company has no current arrangements with respect
to, or potential sources of, additional financing except for certain equipment
financing for the purchase of CoinBank(R) machine components, and it is not
anticipated that, in the future, any stockholders will provide any additional
guarantees for Company obligations. Consequently, there can be no assurance that
any additional financing will be available to the Company when needed, on
commercially reasonable terms, or at all.
Year 2000 Effect.
Like any other Company, advances and changes in available technology can
significantly impact the business and operations of the Company. A challenging
problem exists as many computer systems worldwide do not have the capability of
recognizing the year 2000 or years thereafter. No easy technological "quick fix"
has yet been developed for this problem. The Company is expending resources to
assure that its computer systems are either currently capable, especially in the
case of any new equipment, or reprogrammed in time to effectively deal with
transactions in the year 2000 and beyond. This "Year 2000 Computer Problem"
creates risk for the Company from unforeseen problems in its own computer
systems and from third parties with whom the Company deals on financial
transactions worldwide. Such failures of
9
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the Company and/or third parties' computer systems, however, are not expected to
have a material impact on the Company's ability to conduct is business, and
especially to process and account for the transfer of funds electronically. The
Company's Coinbank machines are not expected to incur any material problems with
the year 2000 change.
PART II Other Information
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
On July 9, 1998 the Company completed its initial public offering of
1,485,000 shares of Common Stock and received net proceeds of approximately
$8,845,000 after deducting commissions and expenses of approximately $1,550,000.
The offering price of the shares was $7.00 per share. At the same time the
Company issued approximately 130,915 shares of its common stock and certain
officers and stockholders exchanged 161,830 shares owned by them in exchange for
approximately $1,324,700 of indebtedness owed by the Company to them. Prior to
July 9, 1998, the Company was not a reporting company under the Securities and
Exchange Act of 1934 and did not file reports with the SEC.
On August 18, 1998, the underwriters in the Company's public offering
exercised the overallotment option and purchased an additional 172,750 shares of
the Company. Net proceeds to the Company from the overallotment exercise were
approximately $1,055,071 after deducting commissions and expenses of $154,179.
Through August 31, 1998, the Company had used approximately $2,178,000 of
the offering proceeds to repay outstanding indebtedness. The remaining proceeds
of the offering will be used in the development of new products and upgrades,
expansion of the Company's sales and marketing efforts and general working
capital.
10
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
During the quarter ended August31, 1998 the following reports on Form 8-K
were filed by the Registrant:
<TABLE>
<CAPTION>
Date of the Report Item Reported Description of
- ------------------ ------------- --------------
Item
----
<S> <C> <C>
August 11, 1998 Item 5 - Other Items The Company reported an
increase in the size of the
Board of Directors and
appointment of 3 additional
directors
August 21, 1998 Item 4 - Change in The Company reported the
Registrant's Certifying termination of Deloitte &
Accountant Touche LLP as its Independent
Accountants
</TABLE>
11
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10QSB/A
Amendment No. 1 for the fiscal quarter ended August 31, 1998 to be signed on its
behalf by the undersigned, thereunto duly authorized the 23rd day of December,
1998.
CASH TECHNOLOGIES, INC.
By: /s/ Bruce Korman
---------------------------------------
Bruce Korman
President and Chief Executive Officer
By: /s/ Richard Miller
---------------------------------------
Richard Miller
Chief Financial Officer
By: /s/ Aftab Zahed
---------------------------------------
Aftab Zahed
Controller (Principal Accounting
Officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> MAY-31-1998 MAY-31-1997
<PERIOD-START> JUN-01-1998 JUN-01-1997
<PERIOD-END> AUG-31-1998 AUG-31-1997
<CASH> 6,876,633 373,890
<SECURITIES> 0 0
<RECEIVABLES> 14,999 44,288
<ALLOWANCES> 0 0
<INVENTORY> 180,826 118,112
<CURRENT-ASSETS> 7,174,727 578,343
<PP&E> 2,694,356 2,193,723
<DEPRECIATION> 56,949 67,163
<TOTAL-ASSETS> 9,960,024 2,975,796
<CURRENT-LIABILITIES> 1,926,579 5,902,938
<BONDS> 0 0
0 0
0 0
<COMMON> 35,195 17,000
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 9,960,024 2,975,796
<SALES> 249,431 251,785
<TOTAL-REVENUES> 13,878,754 14,550,545
<CGS> 166,572 185,223
<TOTAL-COSTS> 13,795,895 14,483,983
<OTHER-EXPENSES> 935,192 442,668
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 210,974 103,044
<INCOME-PRETAX> (1,120,256) (546,312)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,120,256) (546,312)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
