SecProbe.io

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February 15, 2005

Fax (202) 942-9635
Mail Stop 04-09

Bruce Korman, President
Cash Technologies, Inc.
1434 W. 11th Street
Los Angeles, CA 90015

Re:	Cash Technologies, Inc.
	File No.    000-24569
      Form 10-K for the year ended May 31, 2004
      Forms 10-Q for the quarters ended August 31, 2004 and
November
30, 2004

Dear Mr. Korman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K

Financial Statements and Notes

Statements of Operations, page 34

1. We noted the disclosure in the last paragraph on page 12 and
the
penultimate paragraph on page 26 to the effect that the impairment
on
coin machines was taken due to low inventory turnover and decline
in
market value of these machines. Explain to us how you considered
paragraph 8 of Chapter 4 of ARB 43 in reporting this loss in
operating loss rather than a charge to revenues.
2. Explain to us how you determined that including the
amortization
of capitalized software in operating loss rather than cost of
revenues is appropriate and refer us to the accounting literature
that you relied upon in your determination.  Tell us how you
considered Question 17 to the FASB Staff Implementation Guide,
SFAS
86 in your accounting for such costs.

Note 1 - Summary of Significant Accounting Policies, Organization,
and Basis of Presentation

(p) Capitalized Software, pages 39-40
3. Explain to us how you considered paragraph 8 of SFAS 86 which
prescribes that the amortization of software development costs
should
be computed using the greater of straight line or the ratio of
gross
revenues to expected total revenues, and consider revising the
your
disclosure accordingly.
4. Given that to date revenues derived from EMMA have been minimal
and you have not entertained any definitive agreement with
potential
customers, explain to us how you considered these factors in
concluding that the capitalized software development costs are not
impaired.

Note 4 Convertible Debt, page 44
5. We note that the conversion of debt into equity securities,
including notes payable to stockholders, involved the reduction of
the original conversion price and exercise price of the warrants.
Explain to us how you accounted for these transactions and how you
considered SFAS 84.

November 30, 2004 Form 10-QSB

Statements of Operations, page 4

6. Explain to us what  "Income From Forgiveness of Debt" relates
to,
including but not limited to, your relationship with the creditor
and
refer us to the accounting literature that supports your treatment
of
this transaction.

Note 10 - Extraordinary Income, page 15
7. With respect to your acquisition of Tomco Auto Products, Inc.
tell
us how you considered Instruction (2) (iv) to Item 310(b) of
Regulation S-B or revise the note accordingly.

8. Tell us how you considered Item 310 (c) and (d) of Regulation
S-B
as it relates to providing historical financial statements and pro
forma financial information for the business acquired or provide
the
information accordingly. We may have further comment upon review
of
this information.
9. Explain to us how you applied SFAS 141 to this acquisition
including, but not limited to, the following:
* The extraordinary gain recognized.
* The fair value assigned to the assets and liabilities.
* The identification of all assets acquired and liabilities
assumed,
including intangible assets that meet the criteria in paragraph
39.

Management`s Discussion and Analysis, page 18
10. Explain to us how you accounted for the acquisition of
Heuristic
Technologies, LLC and the various agreements disclosed in the
third
paragraph on page 18, cite the specific accounting literature that
supports your treatment for these transactions and consider
expanding
your disclosure in future filings. Also, tell us how you
considered
Item 310 (c) and (d) and Instruction (2)(iv) to Item 310(b) of
Regulation S-B with respect to these transactions.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Yolanda Crittendon at (202) 942-1868, Jorge
Bonilla at (202) 942-1993, or me at (202) 942-2814 if you have
questions regarding comments on the financial statements and
related
matters.

Sincerely,

Kathleen A. Collins
Branch Chief

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Cash Technologies, Inc.
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