SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-Q

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002
                                       or
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from __________ to __________

                        Commission file Number 000-17288

                            TIDEL TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

                    Delaware                                75-2193593
         (State or other jurisdiction of                  (I.R.S. Employer
          incorporation or organization)                  Identification No.)

                           5847 San Felipe, Suite 900
                              Houston, Texas 77057
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (713) 783-8200
                             ----------------------

         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 requirement for the past 90 days. YES [ ] NO [X]

         The number of shares of Common Stock outstanding as of the close of
business on August 19, 2002 was 17,426,210.





                            TIDEL TECHNOLOGIES, INC.


                                    I N D E X



                                                                                                         PAGE
                                                                                                        NUMBER
                                                                                                        ------
                                                                                                  
PART I.          FINANCIAL INFORMATION

      Item 1.    Financial Statements

                 Consolidated Balance Sheets as of June 30, 2002 (unaudited) and
                    September 30, 2001..................................................................    1

                 Consolidated Statements of Operations (unaudited) for the three months
                    and nine months ended June 30, 2002 and 2001........................................    2

                 Consolidated Statements of Comprehensive Income (Loss) (unaudited)
                    for the three months and nine months ended June 30, 2002 and 2001...................    3

                 Consolidated Statements of Cash Flows (unaudited) for the nine months
                    ended June 30, 2002 and 2001........................................................    4

                 Notes to Consolidated Financial Statements (unaudited).................................    5

      Item 2.    Management's Discussion and Analysis of Financial
                 Condition and Results of Operations....................................................    8

      Item 3.    Quantitative and Qualitative Disclosures About Market Risks............................   15


PART II.         OTHER INFORMATION

      Item 1.    Legal Proceedings......................................................................   15

      Item 2.    Changes in Securities..................................................................   16

      Item 3.    Defaults Upon Senior Securities........................................................   17

      Item 4.    Submission of Matters to a Vote of Security Holders....................................   17

      Item 5.    Other Information......................................................................   17

      Item 6.    Exhibits and Reports on Form 8-K.......................................................   17

SIGNATURE...............................................................................................   18






                   TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS



                                                                               June 30,         September 30,
                              ASSETS                                            2002                2001
                                                                              ----------        -------------
                                                                             (unaudited)
                                                                                         
Current Assets:
    Cash and cash equivalents                                                 $  1,407,647      $  3,266,236
    Restricted cash                                                              2,204,899                --
    Trade accounts receivable, net of allowance of
        $21,408,269 and $21,427,042, respectively                                6,268,963         7,036,433
    Notes and other receivables, net of allowance
        of $4,000,000                                                            2,313,188         1,357,394
    Federal income tax receivable                                                       --         5,596,383
    Inventories, net                                                             8,398,579        11,015,221
    Prepaid expenses and other                                                     489,064           525,224
                                                                              ------------      ------------
            Total current assets                                                21,082,340        28,796,891

Property, plant and equipment, at cost                                           4,744,231         6,006,426
    Accumulated depreciation                                                    (3,502,426)       (4,006,432)
                                                                              ------------      ------------
        Net property, plant and equipment                                        1,241,805         1,999,994

Intangible assets, net of accumulated amortization of
    $1,228,007 and $1,199,579, respectively                                        473,066           501,494
Notes receivable                                                                 2,518,554         2,277,675
Other assets                                                                       233,849           260,762
                                                                              ------------      ------------
        Total assets                                                          $ 25,549,614      $ 33,836,816
                                                                              ============      ============

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
    Current maturities -
        Long-term debt                                                        $  2,000,000       $ 5,328,000
        Convertible debentures                                                  18,000,000        18,000,000
    Accounts payable                                                             1,218,193         2,795,063
    Accrued interest payable                                                     2,942,136           936,833
    Other accrued liabilities                                                    1,335,564         1,487,064
                                                                              ------------      ------------

        Total current liabilities                                               25,495,893        28,546,960

Long-term debt, net of current maturities                                               --            96,000
                                                                              ------------      ------------
        Total liabilities                                                       25,495,893        28,642,960
                                                                              ------------      ------------


Commitments and contingencies

Shareholders' Equity:
    Common stock, $.01 par value, authorized 100,000,000
        shares; issued and outstanding 17,426,210 shares                           174,262           174,262
    Additional paid-in capital                                                  19,245,958        19,245,958
    Accumulated deficit                                                        (18,756,215)      (13,623,065)
    Stock subscriptions receivable                                                (217,188)         (217,188)
    Accumulated other comprehensive loss                                          (393,096)         (386,111)
                                                                              ------------      ------------
        Total shareholders' equity                                                  53,721         5,193,856
                                                                              ------------      ------------
        Total liabilities and shareholders' equity                             $25,549,614       $33,836,816
                                                                              ============      ============


See accompanying notes to consolidated financial statements.


                                       1


                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




                                                    Three Months Ended June 30,           Nine Months Ended June 30,
                                                   -----------------------------       --------------------------------
                                                       2002             2001                2002               2001
                                                   ------------      -----------       ------------       -------------
                                                                                               
Revenues                                            $ 6,178,805      $  4,972,191       $ 15,554,247       $ 29,824,571
Cost of sales                                         4,020,036         4,167,344         11,022,475         19,708,234
                                                    -----------      ------------       ------------       ------------
    Gross profit                                      2,158,769           804,847          4,531,772         10,116,337

Selling, general and administrative                   2,405,391         2,723,211          7,351,952          7,673,979
Provision for doubtful accounts                              --        18,000,000                 --         18,025,000
Depreciation and amortization                           286,783           296,384            874,294            978,856
                                                    -----------      ------------       ------------       ------------
    Operating loss                                     (533,405)      (20,214,748)        (3,694,474)       (16,561,498)

Interest expense, net                                   486,017         2,850,935          1,762,133          3,520,760
                                                    -----------      ------------       ------------       ------------
Loss before taxes                                    (1,019,422)      (23,065,683)        (5,456,607)       (20,082,258)

Income tax benefit                                           --        (6,619,870)          (323,457)        (5,589,870)
                                                    -----------      ------------       ------------       ------------
Net loss                                            $(1,019,422)     $(16,445,813)      $ (5,133,150)      $(14,492,388)
                                                    ===========      ============       ============       ============

Basic loss per share:
    Net loss                                        $     (0.06)          $ (0.94)      $      (0.29)           $ (0.83)
                                                    ===========      ============       ============       ============
    Weighted average common shares
        outstanding                                  17,426,210        17,426,210         17,426,210         17,406,979
                                                    ===========      ============       ============       ============
Diluted loss per share:
    Net loss                                            $ (0.06)          $ (0.94)           $ (0.29)           $ (0.83)
                                                    ===========      ============       ============       ============
    Weighted average common and
        dilutive shares outstanding                  17,426,210        17,426,210         17,426,210         17,406,979
                                                    ===========      ============       ============       ============


See accompanying notes to consolidated financial statements.




                                       2


                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)




                                                    Three Months Ended June 30,           Nine Months Ended June 30,
                                                   -----------------------------       --------------------------------
                                                       2002             2001                2002               2001
                                                   ------------      -----------       ------------       -------------
                                                                                               
Net loss                                            $(1,019,422)     $(16,445,813)       $(5,133,150)     $(14,492,388)

Other comprehensive gain (loss):
    Unrealized gain (loss) on
       investment in 3CI                               (125,723)            2,165             (6,985)           78,577
                                                    -----------      ------------        -----------      ------------
Comprehensive loss                                  $(1,145,145)     $(16,443,648)       $(5,140,135)     $(14,413,811)
                                                    ===========      ============        ===========      ============


See accompanying notes to consolidated financial statements.





                                       3

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




                                                                      Nine Months Ended June 30,
                                                                  -----------------------------------
                                                                        2002               2001
                                                                  ---------------       -------------
                                                                                 
Cash flows from operating activities:
    Net loss                                                       $   (5,133,150)      $(14,492,388)
    Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
        Depreciation and amortization                                     874,294            805,443
        Amortization of debt discount and financing costs                      --          2,899,095
        Deferred income taxes                                                  --           (198,142)
        Provision for doubtful accounts                                        --         18,025,000
        Changes in assets and liabilities:
            Trade accounts receivable, net                                767,470         (1,083,922)
            Notes and other receivables                                (1,196,673)        (5,838,254)
            Federal income tax receivable                               5,596,383         (6,051,642)
            Inventories                                                 2,616,642         (1,784,354)
            Prepaids and other assets                                      56,085           (124,740)
            Accounts payable and accrued liabilities                      276,933         (6,208,703)
                                                                   --------------       ------------
        Net cash provided by (used in) operating activities             3,857,984        (14,052,607)
                                                                   --------------       ------------
Cash flows from investing activities -
    Purchases of property, plant and equipment                            (87,674)          (673,729)
                                                                   --------------       ------------
Cash flows from financing activities:
    Repayments of revolving credit note                                (3,200,000)                --
    Repayments of term loan                                              (224,000)           (96,000)
    Restricted cash                                                    (2,204,899)                --
    Proceeds from exercise of warrants and options                             --             75,625
                                                                   --------------       ------------
        Net cash used in financing activities                          (5,628,899)           (20,375)
                                                                   --------------       ------------
        Net decrease in cash and cash equivalents                      (1,858,589)       (14,746,711)

Cash and cash equivalents at beginning of period                        3,266,236         16,223,192
                                                                   --------------       ------------
Cash and cash equivalents at end of period                         $    1,407,647       $  1,476,481
                                                                   ===============      ============
Supplemental disclosure of cash flow information:
    Cash paid for interest                                         $      280,512       $  1,299,322
                                                                   ===============      ============
    Cash paid for taxes                                            $           --       $  1,640,000
                                                                   ===============      ============





See accompanying notes to consolidated financial statements.



                                       4



                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)   CONSOLIDATED FINANCIAL STATEMENTS

      The accompanying consolidated balance sheets and related interim
      consolidated statements of operations, comprehensive income (loss) and
      cash flows of Tidel Technologies, Inc. (the "Company"), a Delaware
      corporation, are unaudited. In the opinion of management, these financial
      statements include all adjustments (consisting only of normal recurring
      items) necessary for their fair presentation in accordance with generally
      accepted accounting principles. Preparing financial statements requires
      management to make estimates and assumptions that affect the reported
      amounts of assets, liabilities, revenues and expenses. Actual results may
      differ from these estimates. Interim results are not necessarily
      indicative of results for a full year. The information included in this
      Form 10-Q should be read in conjunction with the Company's Annual Report
      on Form 10-K for the fiscal year ended September 30, 2001.

      Certain reclassifications have been made to the prior year consolidated
      financial statements to conform to the current period presentation.

(2)   INVENTORIES

      Inventories consisted of the following at June 30, 2002 and September 30,
2001:



                                                                    June 30,       September 30,
                                                                     2002              2001
                                                                 ------------      -------------
                                                                            
         Raw materials........................................   $  6,603,978      $  7,356,316
         Finished goods.......................................      1,450,604         1,926,505
         Inventory repurchased from Credit Card Center........        502,707         1,822,450
         Other................................................         21,340              --
                                                                 ------------      ------------
                                                                    8,578,629        11,105,271
         Inventory reserve....................................       (180,050)          (90,050)
                                                                 ------------      ------------
                                                                 $  8,398,579      $ 11,015,221
                                                                 ============      ============


      See the Company's Annual Report on Form 10-K for the year ended September
      30, 2001 for additional information regarding the repurchase of inventory
      from the bankruptcy estate of JRA 222, Inc. d/b/a Credit Card Center
      ("CCC").

(3)   LONG-TERM DEBT AND CONVERTIBLE DEBENTURES

      The Company is party to a credit agreement with a bank (the "Lender") (as
      amended, the "Revolving Credit Facility"), which was amended effective
      April 30, 2002 to provide for, among other things, an extension of the
      maturity date until August 30, 2002; the reduction of the revolving
      commitment from the initial amount of $7,000,000 to $2,000,000;
      modification of the collateral requirements to include a pledge of a money
      market account in an amount equal to 110% of the outstanding principal
      balance, which pledge is currently $2,200,000 and is recorded as
      restricted cash in the June 30, 2002 consolidated balance sheet; and the
      waiver by the Lender of certain covenants from April 30, 2002 to August
      30, 2002. At June 30, 2002, $2,000,000 was outstanding under the Revolving
      Credit Facility compared to $5,200,000 at September 30, 2001.


                                       5



      In January 2002, the Company obtained a commitment from another bank for a
      line of credit of up to $5,000,000 through December 31, 2002, to replace
      the Revolving Credit Facility. The commitment contains certain conditions
      and covenants which require, among other things, a collateral pledge of
      cash in an amount equal to 100% of the loan amount. The Company has not
      utilized the commitment to obtain a loan from this bank, and is presently
      in discussions with other lenders regarding the replacement of the
      Revolving Credit Facility prior to August 30, 2002. There can be no
      assurance that such discussions will be successful or that a replacement
      for the Revolving Credit Facility will be obtained at all, or on terms
      favorable to the Company. The Company is also currently negotiating to
      extend the maturity date of the Revolving Credit Facility, although there
      can be no assurance that such negotiations will be successful. A failure
      to obtain a replacement facility on or prior to August 30, 2002, or extend
      the maturity of the Revolving Credit Facility, could have a material
      adverse effect on the Company.

      In September 2000, the Company issued to two investors (the "Holders") an
      aggregate of $18,000,000 of the Company's 6% Convertible Debentures, due
      September 8, 2004 (the "Convertible Debentures"), convertible into the
      Company's Common Stock at a price of $9.50 per share. In addition, the
      Company issued warrants to the Holders to purchase 378,947 shares of the
      Company's Common Stock exercisable at any time through September 8, 2005
      at an exercise price of $9.80 per share. The Convertible Debentures
      provide for three methods to convert the debentures into shares of the
      Company's Common Stock: (1) conversion at the option of the Holder; (2)
      conversion at the option of the Company; and (3) a put option.

      In June 2001, the Holders exercised their option to put the Convertible
      Debentures back to the Company. The Company had previously notified the
      Holders pursuant to the terms of the Convertible Debentures that in the
      event such put option was exercised, the Company would pay all amounts due
      in cash. Accordingly, the principal amount of $18 million, plus accrued
      and unpaid interest, was due on August 27, 2001. The Company did not make
      such payment on that date, and currently does not have the funds available
      to make such payments. The Company is party to Subordination Agreements
      (the "Subordination Agreements") with each Holder and the Lender which
      provide, among other things, for prohibitions: (i) on the Company making
      this payment to the Holders, and (ii) against the Holders taking legal
      action against the Company to collect this amount, other than to increase
      the principal balance of the Convertible Debentures for unpaid accounts or
      to convert the Convertible Debentures into the Company's Common Stock. The
      Holders may, in addition to their other rights and remedies, under certain
      circumstances, convert into the Company's Common Stock all or a portion of
      the unpaid amount due at a conversion price equal to the current market
      price. Any such conversion would result in very substantial dilution to
      the Company's existing stockholders. In addition, any issuance of stock
      required by a conversion in excess of 19.99% of the Company's issued and
      outstanding shares will require stockholder approval under the Nasdaq
      Rules, accordingly, it is unlikely that such an issuance would be
      permitted, which could subject the Company to additional penalties under
      the agreements. In the event that the Company fails to prepay the
      Convertible Debentures as required under the terms of the Convertible
      Debentures and related agreements, the Holders would also have the right
      to declare an event of default under the Convertible Debentures. A
      declaration of an event of default would also be a default under the
      Revolving Credit Facility. The Company continues to negotiate with the
      Holders regarding such non-payment and other terms of the Convertible
      Debentures. There can be no assurance, however, that such negotiations
      will be successful or that modifications to the Convertible Debentures
      will be able to be negotiated on terms acceptable to the Company. It is
      unknown what, if any, actions may be taken by the Holders to enforce their
      rights under the Convertible Debentures. Depending on the actions taken,
      any such action could have a material adverse effect upon the financial
      condition or operations of the Company.


                                       6


      Even in the event that the ongoing negotiations are successful in waiving
      provisions, delaying payments or restructuring the provisions of the
      Convertible Debentures, such terms may not be favorable to the Company,
      and could limit the Company's operations in the future. A failure to reach
      agreements on acceptable terms to the Company with respect to the matters
      described above relating to the Convertible Debentures will have a
      material adverse effect on the Company.

(4)   EARNINGS PER SHARE

      Basic earnings per share is computed by dividing the income (loss)
      available to common shareholders by the weighted average number of common
      shares outstanding during the period. Diluted earnings per share is
      computed by dividing the income available to common shareholders by the
      weighted average number of common shares and dilutive potential common
      shares. The following is a reconciliation of the numerators and
      denominators of the basic and diluted per-share computations for net loss
      for the three months and nine months ended June 30, 2002 and 2001. Note
      that diluted loss per share is the same as basic loss per share due to the
      losses reported for the periods:



                                                                                   Weighted
                                                                                 Average Shares        Per Share
                                                                 Income (loss)    Outstanding           Amount
                                                                --------------   --------------   ---------------
                                                                                         
         Three Months Ended June 30, 2002:
         Basic loss per share.................................   $ (1,019,422)       17,426,210   $      (.06)
         Effect of dilutive warrants, options and
              convertible debt................................             --                --            --
                                                                 ------------      ------------   -----------
         Diluted loss per share...............................   $ (1,019,422)       17,426,210   $      (.06)
                                                                 ============      ============   ===========

         Three Months Ended June 30, 2001:
         Basic loss per share.................................   $(16,445,813)       17,426,210   $      (.94)
         Effect of dilutive warrants, options and
              convertible debt................................             --                --            --
                                                                 ------------      ------------   -----------
         Diluted loss per share...............................   $(16,445,813)       17,426,210   $      (.94)
                                                                 ============      ============   ===========

         Nine Months Ended June 30, 2002:
         Basic loss per share.................................   $ (5,133,150)       17,426,210   $      (.29)
         Effect of dilutive warrants, options and
              convertible debt................................             --                --            --
                                                                 ------------      ------------   -----------
         Diluted loss per share...............................   $ (5,113,150)       17,426,210   $      (.29)
                                                                 ============      ============   ===========

         Nine Months Ended June 30, 2001
         Basic loss per share.................................   $(14,492,388)       17,406,979   $      (.83)
         Effect of dilutive warrants, options and
              convertible debt................................             --                --            --
                                                                 ------------      ------------   -----------
         Diluted loss per share...............................   $(14,492,388)       17,406,979   $      (.83)
                                                                 ============      ============   ===========


Common stock equivalents consisting of warrants, options and convertible debt
that provide for the purchase of or conversion into shares of common stock were
excluded from the computation of diluted earnings per share due to their
anti-dilutive effect in the amount of 3,970,857 shares for both the three and
nine months ended June 30, 2002, and 4,250,857 for both the three and nine
months ended June 30, 2001.


                                       7



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

RESULTS OF OPERATIONS

      OVERVIEW

      The Company's revenues were $6,179,000 for the three months ended June 30,
      2002, representing an increase of $1,207,000, or 24%, from revenues of
      $4,972,000 in the same quarter of the prior year, and an increase of
      $1,440,000, or 30%, over revenues for the quarter ended March 31, 2002. On
      a year-to-date basis, the Company's revenues were $15,554,000 for the nine
      months ended June 30, 2002, representing a decrease of $14,271,000, or
      48%, from revenues of $29,825,000 in the nine months ended June 30, 2001.
      These variations are primarily related to fluctuations in the shipments of
      ATM units, as described more fully in "Product Revenues" elsewhere herein.

      The Company incurred a net loss of $(1,019,000) for the three months ended
      June 30, 2002, compared to a net loss of $(16,446,000) in the same quarter
      of the prior year. On a year-to-date basis, the Company incurred a net
      loss of $(5,133,000) for the nine months ended June 30, 2002, compared to
      a net loss of $(14,492,000) for the same period a year ago. The results
      for the three months ended June 30, 2001 included a provision for bad
      debts of $18,000,000 related to the collection of accounts receivable from
      JRA 222 Inc. d/b/a Credit Card Center ("CCC"), and a charge of $2,530,000
      applicable to the write-off of certain deferred financing costs as a
      result of the "put" of the Company's Convertible Debentures. Consequently,
      comparisons of the net loss for the three months and nine months ended
      June 30, 2002 with the net loss for the respective periods in the
      preceding year are not meaningful. For a detailed discussion of variations
      in costs and expenses, see "Gross Profit, Operating Expenses and
      Non-Operating Items" elsewhere herein.

      PRODUCT REVENUES

      A breakdown of net sales by individual product line is provided in the
following table:



                                                                       (Dollars in 000's)
                                                 -----------------------------------------------------------------
                                                   Three Months Ended June 30,        Nine Months Ended June 30,
                                                 ------------------------------    -------------------------------
                                                     2002              2001             2002               2001
                                                 ------------     -------------    -------------       -----------
                                                                                          
         ATM................................       $   3,492        $   2,590         $   7,957          $ 21,147
         TACC...............................           1,579            1,568             4,989             4,952
         Parts, service and other...........           1,108              814             2,608             3,726
                                                   ---------        ---------         ---------          --------
                                                   $   6,179        $   4,972         $  15,554          $ 29,825
                                                   =========        =========         =========          ========


      ATM sales were $3,492,000 for the quarter ended June 30, 2002, an increase
      of 35%, compared to sales of $2,590,000 for the same quarter of the prior
      year. On a year to date basis, ATM sales decreased 15%, compared to ATM
      sales to customers other than CCC of $9,360,000 in the same period of the
      prior year. During the nine months ended June 30, 2001, the Company had
      ATM sales to CCC of $11,787,000.

      The Company shipped 1,004 ATM units in the quarter ended June 30, 2002, an
      increase of 51% from the 666 units shipped in the same quarter of the
      prior year. On a year to date basis, the Company shipped 2,338 ATM units
      for the nine months ended June 30, 2002, a decrease of 22% from the 2,997
      units shipped to customers other than CCC in the previous year. During the
      nine months ended June


                                       8


      30, 2001, the Company shipped 2,339 ATM units to CCC. The decline in
      shipments to customers other than CCC was attributable to decreased orders
      from two of the Company's major customers. The Company believes that it
      has good relationships with these customers and that their current level
      of purchases will increase, although there can be no assurance that this
      will occur. The loss of these revenues was partially offset by business
      with new customers, including some customers outside of the United States.
      International sales were $1,128,000 representing approximately 18% of
      total revenues for the quarter ended June 30, 2002, compared with
      $726,000, or 15% of revenues for the same period in the preceding year.

      The Company's sales of Timed Access Cash Controller ("TACC") products vary
      with the timing of large orders and variances from quarter to quarter are
      not meaningful. The Company believes that sales of this product for the
      year will exceed prior year sales.

      Parts and other revenues vary directly with sales of finished goods.

      GROSS PROFIT, OPERATING EXPENSES AND NON-OPERATING ITEMS

      A comparison of certain operating information is provided in the following
table:



                                                                        (Dollars in 000's)
                                                 ----------------------------------------------------------------
                                                  Three Months Ended June 30,        Nine Months Ended June 30,
                                                 -----------------------------     ------------------------------
                                                     2002             2001             2002               2001
                                                 ------------     ------------     ------------        ----------
                                                                                           
         Gross profit.......................      $    2,159      $       804        $    4,532         $  10,116
         Selling, general and administrative           2,405            2,723             7,352             7,674
         Provision for doubtful accounts....              --           18,000                --            18,025
         Depreciation and amortization......             287              296               874               978
                                                  ----------      -----------        ----------         ---------
         Operating loss.....................            (533)         (20,215)           (3,694)          (16,561)
         Interest expense, net..............             486            2,851             1,762             3,521
                                                  ----------      -----------        ----------         ---------
         Loss before taxes..................          (1,019)         (23,066)           (5,456)          (20,082)
         Income tax benefit.................              --           (6,620)             (323)           (5,590)
                                                  ----------      -----------        ----------         ---------
         Net loss...........................      $   (1,019)     $   (16,446)       $   (5,133)        $ (14,492)
                                                  ==========      ===========        ==========         =========



      Gross profit on product sales for the quarter ended June 30, 2002
      increased $1,355,000 from the same quarter a year ago. Gross profit as a
      percentage of sales was 35% in the quarter ended June 30, 2002, compared
      to only 16% in the same quarter of the previous year. The improvement is
      directly related to the increase in the volume of ATM units produced
      during the quarter ended June 30, 2002.

      Selling, general and administrative expenses for the quarter ended June
      30, 2002 decreased 12% from the same quarter of the previous year despite
      increased sales for the period. The Company has reduced its staff by more
      than 10% and reduced certain of its costs in the service and engineering
      departments. Selling, general and administrative expenses for the nine
      months ended June 30, 2002 only decreased 4% from the same period a year
      ago due to increased legal fees incurred in connection with litigation
      related to the CCC bankruptcy and other matters.

      Depreciation and amortization for the quarter ended June 30, 2002 was
      $287,000, a decrease of $9,000 from the same quarter of the previous year.
      This difference is attributable to assets used in production of new ATM
      models that became fully depreciated at the beginning of the year.
      Similarly, depreciation for the nine months ended June 30, 2002 was
      $104,000 lower than the 2001 provision because of the effect of fully
      depreciated assets.


                                       9



      Interest expense, net of interest income, was $486,000 for the quarter
      ended June 30, 2002, compared to $321,000 for the same quarter of the
      previous year after excluding $2,530,000 applicable to the write-off of
      certain deferred financing costs. The net increase is due to the accrual
      of penalty interest of $405,000 per quarter on the Company's Convertible
      Debentures, which the Company has incurred since the Convertible
      Debentures were "put" back to the Company in June 2001. This amount is in
      addition to the regular accrual of $270,000 per quarter on the Convertible
      Debentures at the stated interest rate. Although this interest has been
      and continues to be accrued, the Company has made no cash payments of
      interest to the Convertible Debenture holders since June 2001.

      Income tax expense (benefit) in the nine months ended June 30, 2002
      included a tax benefit of $323,000 relating to refunds of alternative
      minimum tax for which the Company had previously established a valuation
      allowance. In 2002, the Company has established a valuation allowance
      equal to the amount of all other remaining income tax benefits due to the
      uncertainty of the Company's ability to utilize such benefits.

LIQUIDITY AND CAPITAL RESOURCES

      The financial position of the Company has deteriorated during 2002 as a
      result of losses related to CCC's bankruptcy and reduced sales of the
      Company's products resulting from general difficulties in the ATM market.
      This deterioration is reflected in the following key indicators as of June
      30, 2002 and September 30, 2001:



                                                                         (dollars in 000's)
                                                                 ---------------------------------
                                                                      June 30,      September 30,
                                                                       2002              2001
                                                                 -------------      --------------
                                                                              
         Cash.................................................      $   1,408         $   3,266
         Working capital (deficit)............................         (4,414)              250
         Total assets.........................................         25,550            33,837
         Shareholders' equity.................................             54             5,194


      The Company is party to a credit agreement with a bank (the "Lender") (as
      amended, the "Revolving Credit Facility"), which was amended effective
      April 30, 2002 to provide for, among other things, an extension of the
      maturity date until August 30, 2002; the reduction of the revolving
      commitment from the initial amount of $7,000,000 to $2,000,000;
      modification of the collateral requirements to include a pledge of a money
      market account in an amount equal to 110% of the outstanding principal
      balance, which pledge is currently $2,200,000; and the waiver by the
      Lender of certain covenants from April 30, 2002 to August 30, 2002. At
      June 30, 2002, $2,000,000 was outstanding under the Revolving Credit
      Facility compared to $5,200,000 at September 30, 2001.

      During the nine months ended June 30, 2002, Tidel received $6,073,000 of
      Federal income tax refunds, which represents all expected tax refunds.
      These funds were used to reduce the outstanding principal on the Revolving
      Credit Facility and to provide the additional collateral in connection
      with the extension with the Lender.

      In January 2002, the Company obtained a commitment from another bank for a
      line of credit of up to $5,000,000 through December 31, 2002, to replace
      the Revolving Credit Facility. The commitment contains certain conditions
      and covenants which require, among other things, a collateral pledge of
      cash in an amount equal to 100% of the loan amount. The Company has not
      utilized the commitment to obtain a loan from this bank, and is presently
      in discussions with other lenders regarding the


                                       10


      replacement of the Revolving Credit Facility prior to August 30, 2002.
      There can be no assurance that such discussions will be successful or that
      a replacement for the Revolving Credit Facility will be obtained at all,
      or on terms favorable to the Company. The Company is also currently
      negotiating to extend the maturity date of the Revolving Credit Facility,
      although there can be no assurance that such negotiations will be
      successful. A failure to obtain a replacement facility on or prior to
      August 30, 2002, or extend the maturity of the Revolving Credit Facility,
      could have a material adverse effect on the Company.

      In September 2000, the Company issued to two investors (the "Holders") an
      aggregate of $18,000,000 of the Company's 6% Convertible Debentures, due
      September 8, 2004 (the "Convertible Debentures"), convertible into the
      Company's Common Stock at a price of $9.50 per share. In addition, the
      Company issued warrants to the Holders to purchase 378,947 shares of the
      Company's Common Stock exercisable at any time through September 8, 2005
      at an exercise price of $9.80 per share. The Convertible Debentures
      provide for three methods to convert the debentures into shares of the
      Company's Common Stock: (1) conversion at the option of the Holder; (2)
      conversion at the option of the Company; and (3) a put option.

      In June 2001, the Holders exercised their option to put the Convertible
      Debentures back to the Company. The Company had previously notified the
      Holders pursuant to the terms of the Convertible Debentures that in the
      event such put option was exercised, the Company would pay all amounts due
      in cash. Accordingly, the principal amount of $18 million, plus accrued
      and unpaid interest, was due on August 27, 2001. The Company did not make
      such payment on that date, and currently does not have the funds available
      to make such payments. The Company is party to Subordination Agreements
      (the "Subordination Agreements") with each Holder and the Lender which
      provide, among other things, for prohibitions: (i) on the Company making
      this payment to the Holders, and (ii) against the Holders taking legal
      action against the Company to collect this amount, other than to increase
      the principal balance of the Convertible Debentures for unpaid accounts or
      to convert the Convertible Debentures into the Company's Common Stock. The
      Holders may, in addition to their other rights and remedies, under certain
      circumstances, convert into the Company's Common Stock all or a portion of
      the unpaid amount due at a conversion price equal to the current market
      price. Any such conversion would result in very substantial dilution to
      the Company's existing stockholders. In addition, any issuance of stock
      required by a conversion in excess of 19.99% of the Company's issued and
      outstanding shares will require stockholder approval under the Nasdaq
      Rules, accordingly, it is unlikely that such an issuance would be
      permitted, which could subject the Company to additional penalties under
      the agreements. In the event that the Company fails to prepay the
      Convertible Debentures as required under the terms of the Convertible
      Debentures and related agreements, the Holders would also have the right
      to declare an event of default under the Convertible Debentures. A
      declaration of an event of default would also be a default under the
      Revolving Credit Facility. The Company continues to negotiate with the
      Holders regarding such non-payment and other terms of the Convertible
      Debentures. There can be no assurance, however, that such negotiations
      will be successful or that modifications to the Convertible Debentures
      will be able to be negotiated on terms acceptable to the Company. It is
      unknown what, if any, actions may be taken by the Holders to enforce their
      rights under the Convertible Debentures. Depending on the actions taken,
      any such action could have a material adverse effect upon the financial
      condition or operations of the Company.

      Even in the event that the ongoing negotiations are successful in waiving
      provisions, delaying payments or restructuring the provisions of the
      Convertible Debentures, such terms may not be favorable to the Company,
      and could limit the Company's operations in the future. A failure to reach



                                       11


      agreements on acceptable terms to the Company with respect to the matters
      described above relating to the Convertible Debentures will have a
      material adverse effect on the Company.

      The Company formerly owned 100% of 3CI Complete Compliance Corporation
      ("3CI"), a company engaged in the transportation and incineration of
      medical waste, until its divestiture of a majority interest in February
      1994. The Company continues to own 698,464 shares of the common stock of
      3CI. The Company has no immediate plan for the disposal of these shares,
      and accordingly, all the shares are presently pledged to secure borrowings
      under the Revolving Credit Facility.

      The Company's research and development budget for fiscal 2002 has been
      estimated at $2,900,000. The majority of these expenditures are applicable
      to enhancements of the existing product lines, development of new
      automated teller machine and cash controller products, and the development
      of new technology to facilitate advanced services such as check cashing.
      Total research and development expenditures were approximately $756,000
      and $2,118,000 for the three months and nine months ended June 30, 2002,
      and are included in selling, general and administrative expense. Pursuant
      to a contract, a customer has paid the Company for certain engineering
      costs incurred in the development of a new product line for which it will
      be a customer. Such payments totaled $282,000 and $379,500 for the three
      months and nine months ended June 30, 2002, and are included in revenues
      for periods ended June 30, 2002.

      Net cash generated from operating activities for the nine months ended
      June 30, 2002 was $3,858,000, including Federal income tax refunds of
      $6,073,000, which more than offset the continuing losses sustained in the
      downturn in business. Management believes that operations will improve and
      that the Company will begin to generate cash flow in the first fiscal
      quarter of 2003, although there can be no assurance of any such
      improvement, or that the Company will generate cash flow in the first
      fiscal quarter of 2003 or at any other time. In the interim, management
      believes that the Company has adequate resources to cover its requirements
      for working capital. Such resources include cash on hand, anticipated
      collection of certain notes receivable, and proceeds from a new debt
      facility that management is negotiating to replace the Revolving Credit
      Facility. There can be no assurance that such discussions will be
      successful or that a replacement for the Revolving Credit Facility will be
      obtained at all, or on terms favorable to the Company. A failure to obtain
      a replacement facility on or prior to August 30, 2002, or extend the
      maturity of the Revolving Credit Facility, could have a material adverse
      effect on the Company.

      The Company has never paid dividends on shares of its Common Stock, and
      does not anticipate paying dividends in the foreseeable future. In
      addition, the Company's wholly owned subsidiary is restricted from paying
      dividends to the Company pursuant to the Revolving Credit Facility.

      MAJOR CUSTOMERS AND CREDIT RISK

      The Company generally retains a security interest in the underlying
      equipment that is sold to customers until it receives payment in full. The
      Company would incur an accounting loss equal to the carrying value of the
      accounts receivable, less any amounts recovered from liquidation of
      collateral, if a customer failed to perform according to the terms of the
      credit arrangements.

      Foreign sales accounted for 18% and 15% of the Company's total sales
      during the three months ended June 30, 2002 and 2001, respectively. On a
      year to date basis, foreign sales accounted for 13% and 8% of sales during
      the nine months ended June 30, 2002 and 2001, respectively. All sales are
      transacted in U.S. dollars.



                                       12



      IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

      In July 2001, the FASB issued Statement of Financial Accounting Standards
      ("SFAS") No. 141, "Business Combinations," and SFAS No.142, "Goodwill and
      Other Intangible Assets." SFAS 141 requires that the purchase method of
      accounting be used for all business combinations initiated after June 30,
      2001. SFAS 141 also specifies criteria that intangible assets must meet in
      order to be recognized and reported separately from goodwill. SFAS 142
      requires that goodwill and intangible assets with indefinite useful lives
      will no longer be amortized to expense, but instead will be tested for
      impairment at least annually. Intangible assets with definite useful lives
      will be amortized to expense.

      The Company is required to adopt the provisions of SFAS 141 immediately
      and SFAS 142 is effective October 1, 2002. Goodwill and intangible assets
      acquired in business combinations completed before July 1, 2001 will
      continue to be amortized through September 30, 2002.

      As of October 1, 2002, the Company will be required to reassess the useful
      lives of all acquired intangible assets and make any necessary
      amortization period adjustments by December 31, 2002. The Company will
      also be required to perform an assessment of whether there is an
      impairment of goodwill as of October 1, 2002, and at least annually
      thereafter. Any impairment charge recognized at October 1, 2002 will be
      shown as the cumulative effect of a change in accounting principle in the
      Company's statement of operations.

      As of October 1, 2002, the Company expects to have unamortized goodwill of
      approximately $427,400, which will be subject to the transition provisions
      of SFAS 142. Amortization expense related to goodwill was $15,444 for each
      of the years ended September 30, 2001 and 2000. This amortization of
      goodwill will no longer occur under the new standards. The Company is
      evaluating the impact of adopting SFAS 142, but because of the extensive
      effort required, it is not practicable to reasonably determine, at the
      date of this report, whether a goodwill impairment charge will be recorded
      upon adoption of the new standards.

      In August 2001, the FASB issued SFAS No. 144, "Accounting for the
      Impairment or Disposal of Long-Lived Assets," which supersedes both SFAS
      No. 121, "Accounting for the Impairment of Long-Lived Assets and for
      Long-Lived Assets to Be Disposed Of" and the accounting and reporting
      provisions of APB Opinion No. 30, "Reporting the Results of
      Operations--Reporting the Effects of Disposal of a Segment of a Business,
      and Extraordinary, Unusual and Infrequently Occurring Events and
      Transactions", for the disposal of a segment of a business. SFAS 144
      provides a single accounting model for long-lived assets to be disposed
      of. Although retaining many of the fundamental recognition and measurement
      provisions of SFAS 121, the new rules change the criteria to be met to
      classify an asset as held-for-sale. The new rules also broaden the
      criteria regarding classification of a discontinued operation.

      In April 2002, the Financial Accounting Standards Board issued Statement
      of Financial Accounting Standard No. 145, Rescission of FASB Statements
      No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
      Corrections ("SFAS No. 145"). SFAS No. 145 requires that gains and losses
      from extinguishment of debt be classified as extraordinary items only if
      they meet the criteria in Accounting Principles Board Opinion No. 30
      ("Opinion No. 30"). Applying the provisions of Opinion No. 30 will
      distinguish transactions that are part of an entity's recurring operations
      from those that are unusual and infrequent and meet the criteria for
      classification as an extraordinary item. SFAS No. 145 is effective for the
      Company beginning October 1, 2002. Under SFAS No. 145, the Company would
      report gains and losses on the extinguishment of debt in pre-tax earnings
      rather than in extraordinary


                                       13


      items. Upon the adoption of SFAS No. 145, the Company may be required to
      reclassify certain items in its prior period statements of operations to
      conform to the presentation required by SFAS No. 145. Under SFAS No. 145,
      the Company will report gains and losses on the extinguishments of debt
      that do meet the requirements of Opinion No. 30 in pre-tax earnings rather
      than in extraordinary items.

      In July 2002, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 146, Accounting for Costs Associated
      with Exit or Disposal Activities ("SFAS No. 146"). SFAS No. 146 addresses
      financial accounting and reporting for costs associated with exit or
      disposal activities, such as restructuring, involuntarily terminating
      employees, and consolidating facilities, initiated after September 30,
      2003.

      RISK FACTORS

      Please see the risk factors contained in the Company's Annual Report on
      Form 10-K for the year ended September 30, 2001. In addition, the
      following risk factor should be considered:

      Compliance with Nasdaq SmallCap Market Continued Listing Requirements

      On March 22, 2002, the Company voluntarily transferred its listing to the
      Nasdaq SmallCap Market. Pursuant to the Nasdaq SmallCap rules, the Company
      had until August 13, 2002 to regain compliance with the $1.00 minimum bid
      price requirement. On August 14, 2002, Nasdaq notified the Company that it
      had been granted an additional 180-day grace period, until February 10,
      2003, to demonstrate compliance with the minimum bid price requirement. If
      the Company's common stock fails to trade at or above $1.00 per share for
      10 consecutive trading days prior to the expiration of the grace period,
      then the Company will be provided with written notification that its
      securities will be subject to delisting procedures.

      In addition to the $1.00 minimum bid price requirement, the Nasdaq
      SmallCap Market has changed its continued listing and currently requires
      the Company to have stockholders' equity of at least $2,500,000 for all
      filings after November 1, 2002. As of June 30, 2002, the Company had
      stockholders' equity of $54,000. Accordingly, even if the Company's Common
      Stock had a minimum bid price of at least $1.00, the failure to maintain
      stockholders' equity of $2,500,000 could result in the Company's
      securities being delisted from the Nasdaq SmallCap Market. If the
      Company's Common Stock was delisted from the Nasdaq SmallCap Market, it
      would then be traded on the OTC Electronic Bulletin Board. At such point
      the Company's Common Stock would also be deemed a penny stock and trading
      of the Company's Common Stock would be subject to various additional
      Securities and Exchange Commission regulations relating to penny stocks.

FORWARD-LOOKING STATEMENTS

      This Form 10-Q contains certain 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, which are
      intended to be covered by the safe harbors created thereby. Investors are
      cautioned that all forward-looking statements involve risks and
      uncertainty (including without limitation, the Company's non-compliance
      with certain provisions of its Revolving Credit Facility and Convertible
      Debentures, the Company's financial position and working capital
      availability, the levels of orders which are received and can be shipped
      in a quarter; customer order patterns and seasonality; costs of labor, raw
      materials, supplies and equipment; technological changes; competition and
      competitive pressures on pricing; the economic condition of the ATM
      industry and the possibility that



                                       14


      it is a mature industry; possible delisting from the Nasdaq SmallCap
      Market; and economic conditions in the United States and worldwide),
      though the Company believes that the assumptions underlying the
      forward-looking statements contained herein are reasonable, any of the
      assumptions could be inaccurate, and therefore, there can be no assurance
      that the forward-looking statements included in this Form 10-Q will prove
      to be accurate. In light of the significant uncertainties inherent in the
      forward-looking statements included herein, the inclusion of such
      information should not be regarded as a representation by the Company or
      any other person that the objectives and plans of the Company will be
      achieved.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ABOUT MARKET RISK

      The Company is exposed to changes in interest rates as a result of
      financing through its issuance of variable-rate and fixed-rate debt. If
      market interest rates were to increase 1% in fiscal 2002, however, there
      would be no material impact on the Company's consolidated results of
      operations or financial position.


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      CCC filed for protection under Chapter 11 of the United States Bankruptcy
      Code on June 6, 2001 in the United States Bankruptcy Court for the Eastern
      District of Pennsylvania. At that time, CCC owed the Company approximately
      $27 million, excluding any amounts for interest, attorney's fees and other
      charges. As of September 30, 2001, the Company had recouped inventory from
      the estate of CCC recorded at an approximate value of $3 million. At the
      time of the bankruptcy filing, the obligation was secured by a collateral
      pledge of accounts receivable, inventories and transaction income,
      although it is unclear as to what is the value of the Company's
      collateral. Based upon analysis by the Company of all available
      information regarding the CCC bankruptcy proceedings, the Company
      established a reserve in the amount of approximately $24 million in the
      fiscal year ended September 30, 2001 against substantially all of the
      remaining balance of the note and accounts owed to the Company by CCC.
      Management of the Company intends to continue to monitor this matter and
      to take all actions that it determines to be necessary based upon its
      findings. Accordingly, the Company may incur additional expenses which
      would be charged to earnings in future periods.

      In connection with CCC's bankruptcy filing, the Company filed proofs of
      claim as to the obligations of CCC due and owing the Company and the
      Company's interest in certain assets of CCC. Fleet National Bank
      ("Fleet"), which provided banking and related services to CCC; NCR,
      another secured creditor and vendor of CCC; and several leasing companies
      filed claims based on alleged security interests in certain property of
      the bankruptcy estate as well.

      In the bankruptcy case, Fleet commenced an adversary proceeding against
      the Company and NCR seeking to assert its priority over the claims of the
      Company and NCR to some or all of the assets of CCC. The Company responded
      to Fleet's complaint and asserted claims against Fleet and NCR seeking a
      declaration from the court as to the Company's priority over the security
      interests held by Fleet and NCR. The Company is taking other appropriate
      action in the bankruptcy proceeding to protect its interest and rights.
      The resolution of these matters is subject to future rulings by the Court.



                                       15


      Prior to CCC's bankruptcy filing, the Company had commenced actions
      against CCC and Andrew J. Kallok ("Kallok"), the principal shareholder and
      executive officer of CCC. The actions commenced by the Company were stayed
      upon CCC's bankruptcy filing. The Company is pursuing the action, however,
      which it filed against Kallok on May 14, 2001. Kallok did not answer the
      motions filed by the Company in this matter and the Company filed a Motion
      for Default Judgment against Kallok on June 14, 2001. Kallok filed an
      Answer and Motion to Set Aside Interlocutory Default Judgment, which was
      ordered by the court, and a non-jury trial in this matter is currently
      scheduled for November 2002. Due to the current stage of the proceeding as
      well as the related bankruptcy proceeding of CCC, it is not possible to
      estimate the outcome of this action.

      On or about April 21, 2002, the bankruptcy case was converted to a Chapter
      7 and the Court subsequently appointed a Trustee.

      The Company and several of its officers and directors were named as
      defendants (the "Defendants") in a purported class action filed on October
      31, 2001 in the United States District Court for the Southern District of
      Texas, George Lehockey v. Tidel Technologies, et al., H-01-3741.
      Subsequent to the filing of this suit, four identical suits were also
      filed in the Southern District. On or about March 18, 2002, the Court
      consolidated all of the pending class actions and appointed a lead
      plaintiff under the Private Securities Litigation Reform Act of 1995
      ("Reform Act"). On April 10, 2002, the lead plaintiff filed a Consolidated
      Amended Complaint ("CAC") that alleges that defendants made material
      misrepresentations and omissions concerning the Company's financial
      condition and prospects between January 14, 2000 and February 8, 2001 (the
      putative class period). The lead plaintiff seeks unspecified amounts of
      compensatory damages, interest, and costs, including legal fees. The
      Company denies the allegations in the CAC, and on May 10, 2002, filed a
      motion to dismiss the CAC. The lead plaintiff filed a response in June
      2002, and the Court will issue a ruling on the motion sometime in the
      fourth quarter of fiscal 2002 or the first quarter of fiscal 2003. The
      consolidated class action lawsuits are still in the early stages of
      litigation. Consequently, it is not possible at this time to predict
      whether the Company will incur any liability or to estimate the damages,
      or the range of damages, if any, that the Company might incur in
      connection with these lawsuits. The inability of the Company to prevail in
      this action could have a material adverse affect on the Company's future
      business, financial condition, and results of operations.

      The Company and its subsidiaries are each subject to certain litigation
      and claims arising in the ordinary course of business. In the opinion of
      the management of the Company, the amounts ultimately payable, if any, as
      a result of such litigation and claims will not have a materially adverse
      effect on the Company's financial position.

      See Part I, Item 3, "Legal Proceedings" in the Company's Annual Report on
      Form 10-K for the year ended September 30, 2001, as well as Part I, Item
      1, "Legal Proceedings" in the Company's Quarterly Reports on Form 10-Q for
      the quarters ended December 31, 2001 and March 31, 2002 for further
      information regarding legal proceedings.

ITEM 2.  CHANGES IN SECURITIES

      Not applicable.




                                       16




ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      See "Liquidity and Capital Resources" in Part II, Item 2 of this Quarterly
      Report on Form 10-Q for a discussion of the Revolving Credit Facility and
      the Convertible Debentures.

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

      Not applicable.

ITEM 5.  OTHER INFORMATION

      On March 22, 2002, the Company voluntarily transferred its listing to the
      Nasdaq SmallCap Market. Pursuant to the Nasdaq SmallCap rules, the Company
      had until August 13, 2002 to regain compliance with the $1.00 minimum bid
      price requirement. On August 14, 2002, Nasdaq notified the Company that it
      had been granted an additional 180-day grace period, until February 10,
      2003, to demonstrate compliance with the minimum bid price requirement. If
      the Company's common stock fails to trade at or above $1.00 per share for
      10 consecutive trading days prior to the expiration of the grace period,
      then the Company will be provided with written notification that its
      securities will be subject to delisting procedures.

      In addition to the $1.00 minimum bid price requirement, the Nasdaq
      SmallCap Market has changed its continued listing and currently requires
      the Company to have stockholders' equity of at least $2,500,000 for all
      filings after November 1, 2002. As of June 30, 2002, the Company had
      stockholders' equity of $54,000. Accordingly, even if the Company's Common
      Stock had a minimum bid price of at least $1.00, the failure to maintain
      stockholders' equity of $2,500,000 could result in the Company's
      securities being delisted from the Nasdaq SmallCap Market. If the
      Company's Common Stock was delisted from the Nasdaq SmallCap Market, it
      would then be traded on the OTC Electronic Bulletin Board. At such point
      the Company's Common Stock would also be deemed a penny stock and trading
      of the Company's Common Stock would be subject to various additional
      Securities and Exchange Commission regulations relating to penny stocks.

      James T. Rash ended his medical leave of absence and has resumed the
      duties of Chief Executive Officer of the Company. Mark K. Levenick remains
      Chief Operating Officer of the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     a)  EXHIBITS

         4.1      Seventh Amendment to Credit Agreement and Waiver Agreement
                  dated April 30, 2002 by and among the Company, Tidel
                  Engineering, L.P. and JP Morgan Chase.

         4.2      Amended and Restated Revolving Credit Note dated April 30,
                  2002 by Tidel Engineering, L.P. payable to JP Morgan Chase.

        99.1      Certification of Chief Executive Officer

        99.2      Certification of Chief Financial Officer


     b)  REPORTS ON FORM 8-K

         The Company filed one report on Form 8-K under Item 5 - Other Events
dated May 16, 2002.




                                       17



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                       TIDEL TECHNOLOGIES, INC.
                                       (Registrant)

DATE:  August 19, 2002                 By: /s/  JAMES T. RASH
                                           ------------------
                                           James T. Rash
                                           Principal Executive and
                                           Financial Officer



                                       18








                                 EXHIBIT INDEX




   EXHIBIT
   NUMBER         DESCRIPTION
   -------        -----------

               
    4.1           Seventh Amendment to Credit Agreement and Waiver Agreement
                  dated April 30, 2002 by and among the Company, Tidel
                  Engineering, L.P. and JP Morgan Chase.

    4.2           Amended and Restated Revolving Credit Note dated April 30,
                  2002 by Tidel Engineering, L.P. payable to JP Morgan Chase.

    99.1          Certification of Chief Executive Officer

    99.2          Certification of Chief Financial Officer