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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2000

                                       or

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


                        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

                                   ----------

    Securities Registered Pursuant to Section 12(b) of the Act: None

    Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

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 [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the 14,478,643 shares of Common Stock held by
non-affiliates of the Registrant based on the closing sale price on January 5,
2001 of $6.125 was $88,681,688.

The number of shares of Common Stock outstanding as of the close of business on
January 5, 2001 was 17,376,210.

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                            TIDEL TECHNOLOGIES, INC.

                               TABLE OF CONTENTS*
                           ANNUAL REPORT ON FORM 10-K

               ---------------------------------------------------



                                                                         PAGE
                                                                         ----
                                                                     

                                       PART I

      Item 1.    Business...............................................    1
      Item 2.    Properties.............................................    2
      Item 3.    Legal Proceedings......................................    3
      Item 4.    Submission of Matters to
                    a Vote of Security Holders..........................    3

                                       PART II

      Item 5.    Market for Registrant's Common
                    Equity and Related Stockholder Matters..............    3
      Item 6.    Selected Financial Data................................    3
      Item 7.    Management's Discussion and
                    Analysis of Financial Condition
                    and Results of Operations...........................    4
      Item 8.    Financial Statements and Supplementary Data............   14
      Item 9.    Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure.................   14

                                      PART III

      Item 10.   Directors and Executive Officers of
                    the Registrant......................................   14
      Item 11.   Executive Compensation.................................   14
      Item 12.   Security Ownership of Certain Beneficial
                    Owners and Management...............................   14
      Item 13.   Certain Relationships and Related
                    Transactions........................................   14

                                       PART IV

      Item 14.   Exhibits, Financial Statement Schedules
                    and Reports on Form 8-K.............................   15

      Signature Page ...................................................   16


----------

*    This Table of Contents is inserted for convenience of reference only and is
     not a part of this Report as filed.

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                                     PART I


ITEM 1.  BUSINESS

(a) GENERAL DEVELOPMENT OF BUSINESS

     Tidel Technologies, Inc. (the "Company") was incorporated under the laws of
     the State of Delaware in November 1987 under the name of American Medical
     Technologies, Inc., succeeding a corporation established in British
     Columbia, Canada in May 1984.

     In September 1992, the Company acquired Tidel Engineering, Inc., a
     manufacturer of cash handling devices and other products, for $4,746,848.
     The Company changed its name to Tidel Technologies, Inc. in July 1997, and
     is primarily engaged in the development, manufacturing, sale and support of
     automated teller machines ("ATMs") and electronic safes. During 2000, no
     significant changes occurred in the manner of conducting the Company's
     business

(b) FINANCIAL INFORMATION ABOUT OPERATING SEGMENTS

     The Company conducts business within one operating segment, principally in
     the United States.

(c) DESCRIPTION OF BUSINESS

     The Company develops, manufactures, sells and supports ATM products and
     related software, known as the Ignition and Chameleon series products, and
     electronic safe products, known as the Timed Access Cash Controller
     ("TACC") products, which are designed for specialty retail marketers. Sales
     of products are generally made on a wholesale basis to more than 250
     distributors and manufacturer's representatives. The Company's engineering,
     sales and service departments work closely with distributors and their
     customers to continually analyze and fulfill their needs, enhance existing
     products and develop new products. Sales of the Company's ATM and TACC
     products accounted for 92% of revenue in each of the fiscal years ended
     September 30, 2000 and 1999, and 88% in the fiscal year ended September 30,
     1998.

     The principal materials and components used by the Company are
     pre-fabricated steel cabinets, custom molded plastic, and various
     electronic parts and components, all of which are generally available in
     quantity at this time. The Company assembles its products by configuring
     parts and components received from a number of major suppliers with the
     Company's proprietary hardware and software.

     The Company has one customer, Credit Card Center ("CCC"), that accounted
     for 61% and 40% of its total net sales for the years ended September 30,
     2000 and 1999, respectively. CCC also purchases a significant amount of ATM
     products from a principal competitor of the Company, and there can be no
     assurance that the Company's sales to this customer will reach or exceed
     historical levels in any future period. Although management believes that
     it has a good relationship with CCC, the loss of this customer would have a
     material adverse effect on the Company's business.

                                       1
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     The Company's operating results and the amount and timing of revenue are
     affected by numerous factors including production schedules, customer
     priorities, sales volume, and sales mix. The Company normally fills and
     ships customer orders within 45 days of receipt, and therefore no
     significant backlog generally exists.

     All phases of the Company's business are highly competitive. The Company
     believes, based upon independent industry estimates, that it is a leading
     manufacturer of ATMs in the U.S. off-premise ATM market. Competition in the
     U.S. market is substantial, with large corporations such as Diebold
     Incorporated and NCR Corporation dominating the marketplace. Direct
     competition to the Company in the off-premise market consists of companies
     such as Triton Systems, Inc. (a subsidiary of Dover Corporation),
     Fujitsu-ICL Systems, Cross Technologies, Inc. (a distributor of Hyosung
     products) and Wincor-Nixdorf. The Company believes that the quality and
     value offered by its ATM product line allows it to compete effectively in
     the off-premise market. The Company believes that it is also a leader in
     the global market for electronic cash controller equipment. Competition in
     that market comes principally from NKL Industries, McGunn Safe Company,
     Armor Safe Company and AutoVend. Many smaller manufacturers of ATMs,
     electronic safes and kiosks are also found in the market.

     The Company can experience seasonal variances in its operations and
     historically has its lowest dollar volume sales months between November and
     February. The Company's operating results for any particular quarter may
     not be indicative of the results for the future quarter or for the year.

     The Company's charges to expense for research and development were
     approximately $2,800,000, $1,700,000 and $1,400,000 for the years ended
     September 30, 2000, 1999 and 1998, respectively.

     Compliance by the Company with federal, state and local environmental
     protection laws during 2000 had no material effect upon capital
     expenditures, earnings or the competitive position of the Company.

     The Company employed 133 people at September 30, 2000, compared to 144
     people at the end of the preceding year. The decrease in 2000 relates to a
     reduction in the number of full-time assembly line personnel.

(d) FINANCIAL INFORMATION ABOUT EXPORT SALES

     Sales to customers outside the United States, as a percentage of total
     revenues, were approximately, 6%, 5% and 4% in the fiscal years ended
     September 30, 2000, 1999 and 1998, respectively.

ITEM 2. PROPERTIES

     The Company's corporate office is located in approximately 4,100 square
     feet in Houston, Texas, under a lease expiring in December 2001. The
     manufacturing, engineering and warehouse operations are located in two
     adjacent facilities occupying approximately 110,000 square feet in
     Carrollton, Texas, under leases expiring in January 2004. Additionally, the
     Company has sales and administration offices in Canada and Greece.

     At September 30, 2000, the Company owned tangible property and equipment
     with a cost basis of approximately $4,919,000.


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ITEM 3. LEGAL PROCEEDINGS

     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.

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

     No matters were submitted to a vote of security holders during the fourth
     quarter of fiscal 2000.

                                     PART II

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                                  MARKET PRICES

     The Company's common stock trades on the National Market System of the
     Nasdaq Stock Market under the symbol "ATMS". Prior to August 16, 2000, the
     Company's common stock traded on the Nasdaq Small-Cap Market under the
     symbol "ATMS". The following table sets forth the quarterly high and low
     closing sales price for the Company's common stock for the two-year period
     ended September 30, 2000:



                                 2000                    1999
                         -------------------     -------------------
Fiscal Quarter Ended       High        Low        High         Low
--------------------     -------     -------     -------     -------
                                                 
December 31, .......     $ 3.000     $ 1.781     $ 1.781     $ 1.063
March 31, ..........       8.813       2.750       2.969       1.750
June 30, ...........      12.000       6.313       2.875       1.938
September 30, ......      12.500       5.750       2.500       1.531
                         -------     -------     -------     -------
    Fiscal Year ....     $12.500     $ 1.781     $ 2.969     $ 1.063
                         =======     =======     =======     =======



     The Company has not paid any dividends in the past, 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 subsidiary's revolving credit agreement with a bank.

     There were approximately 8,500 shareholders as of January 3, 2001, which
     includes an estimated number of shareholders who have shares held for their
     accounts by brokers, banks and trustees for benefit plans.

ITEM 6. SELECTED FINANCIAL DATA

     The selected financial data presented below is derived from the
     Consolidated Financial Statements of the Company. This data should be read
     in conjunction with the Consolidated Financial Statements and the notes
     thereto and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS" appearing elsewhere in this Report.


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                                                                              Year Ended September 30,
                                                          ------------------------------------------------------------
SELECTED STATEMENT OF INCOME DATA:(1)                       2000         1999         1998         1997         1996
--------------------------------------                    --------     --------     --------     --------     --------
                                                                                               
Revenues .............................................    $ 72,931     $ 45,873     $ 33,608     $ 30,153     $ 20,111
Operating income .....................................      15,440        5,117        4,325        2,590        1,598
Net income(2) ........................................       9,169        2,936        4,240        2,117        1,215

Net income per share:
   Basic .............................................    $   0.55     $   0.18     $   0.27     $   0.15     $   0.10
   Diluted ...........................................    $   0.50     $   0.17     $   0.25     $   0.14     $   0.10




                                                                            Year Ended September 30,
                                                        ------------------------------------------------------------
SELECTED BALANCE SHEET DATA:(1)                           2000         1999         1998         1997         1996
-------------------------------                         --------     --------     --------     --------     --------
                                                                                             
Current assets .......................................  $ 58,461     $ 25,551     $ 20,966     $ 15,894     $  9,815
Current liabilities ..................................    11,945        7,528        5,528        6,517        7,594
Working capital ......................................    46,516       18,023       15,438        9,377        2,221
Total assets .........................................    63,060       28,696       24,247       18,263       12,363
Total short-term notes payable and long-term debt ....    22,397        5,375        5,363        4,603        4,769
Shareholders' equity .................................    28,846       15,922       13,484        8,092        4,129




                                                                        Three Months Ended
                               ---------------------------------------------------------------------------------------------------
SELECTED QUARTERLY              Sep. 30      Jun. 30      Mar. 31      Dec. 31      Sep. 30      Jun. 30      Mar. 31      Dec. 31
FINANCIAL DATA:(1)               2000         2000         2000         1999         1999         1999         1999         1998
------------------             --------     --------     --------     --------     --------     --------     --------     --------
                                                                                                  

Revenues .................     $ 20,222     $ 20,264     $ 18,663     $ 13,782     $ 16,146     $ 12,380     $ 10,286     $  7,061
Operating income .........        4,782        4,393        3,916        2,349        1,991        1,488        1,134          504
Net income(2) ............        2,373        2,796        2,519        1,481        1,099          959          626          252

Net income per share:
   Basic .................     $   0.14     $   0.17     $   0.15     $   0.09     $   0.07     $   0.06     $   0.04     $   0.02
   Diluted(3) ............     $   0.13     $   0.15     $   0.14     $   0.09     $   0.06     $   0.06     $   0.04     $   0.02


---------

(1)  All amounts are in thousands, except per share dollar amounts.

(2)  Income tax expense (benefit) was $4,838,000, $1,800,000 and ($307,251) in
     2000, 1999 and 1998, respectively. There was no provision for taxes in 1997
     and 1996.

(3)  The sum of the quarterly amounts of basic and diluted earnings per share
     does not necessarily equal basic and diluted earnings per share for the
     entire fiscal year due to rounding differences and/or variations in the
     stock prices utilized in the calculations at the end of each period.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS


                              RESULTS OF OPERATIONS

     OVERVIEW

     The Company's revenues were $72,931,000 for the year ended September 30,
     2000, representing an increase of $27,058,000, or 59%, from fiscal 1999 and
     $39,324,000, or 117%, from fiscal 1998. Operating income for the year was
     $15,440,000 as compared to $5,117,000 in fiscal 1999 and $4,325,000 in
     fiscal 1998. Net income was $9,169,000 for the year ended September 30,
     2000, an increase of $6,233,000, or 212%, from fiscal 1999 and $4,929,000,
     or 116%, from fiscal 1998.


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     The increases in sales were primarily due to shipments of ATMs in the
     off-premise markets, to one major customer. The gross profit from these
     increased sales, offset somewhat by increased operating expenses, provided
     the overall improvement in operating and net income.

     PRODUCT REVENUES

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



                                                      (dollars in 000's)
                                             ----------------------------------
                                               2000         1999         1998
                                             --------     --------     --------
                                                              
ATM ....................................     $ 59,210     $ 35,570     $ 22,971
TACC ...................................        7,569        6,579        6,477
Parts and other ........................        6,152        3,724        4,160
                                             --------     --------     --------
                                             $ 72,931     $ 45,873     $ 33,608
                                             ========     ========     ========


     ATM sales increased 66% in the past year due to strong customer demand for
     the Company's cost-competitive Ignition series ATMs in non-bank locations.
     For the year ended September 30, 2000, the Company shipped 12,426 units, an
     increase of 76% over the 7,061 units shipped in fiscal 1999 and an increase
     of 200% over the 4,140 units shipped in fiscal 1998. Based on industry
     estimates for 2000, Tidel has gained significant market share, during the
     year and is now positioned as one of the industry leaders in deployments of
     ATMs in the off-premise market.

     TACC sales increased 15% in 2000 as the Company has increased its marketing
     efforts in the U.S. for this product line and has experienced some
     penetration in market segments outside of the traditional convenience store
     and petroleum retail markets, such as food service and hospitality markets.

     Parts and other revenues vary directly with sales of finished goods, and
     have increased accordingly. Additionally, the Company had sales of parts
     and equipment related to its former environmental monitoring business of
     $554,000 and $1,355,000 in 1999 and 1998, respectively. The Company did not
     record a significant amount of revenues related to this business in 2000
     and does not expect to record any significant revenues from this business
     in the future.

     GROSS PROFIT, OPERATING EXPENSES AND NON-OPERATING ITEMS

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



                                                      (dollars in 000's)
                                             ----------------------------------
                                               2000         1999         1998
                                             --------     --------     --------
                                                              
Gross profit ...........................     $ 27,916     $ 14,960     $ 12,180
Selling, general and administrative ....       11,108        9,030        7,366
Depreciation and amortization ..........        1,368          813          489
                                             --------     --------     --------
Operating income .......................       15,440        5,117        4,325
Interest expense .......................          432          381          392
Write-down of investment in 3CI ........        1,000           --           --
                                             --------     --------     --------
Income before taxes ....................       14,007        4,736        3,933
Income tax expense (benefit) ...........        4,838        1,800         (307)
                                             --------     --------     --------
Net income .............................     $  9,169     $  2,936     $  4,240
                                             ========     ========     ========


     Gross profit on product sales was $27,916,000 in 2000, an increase of
     $12,956,000, or 87%, from 1999 and $15,736,000, or 129%, from 1998. The
     gross margin, as a percentage of sales, was 38.3% of product sales,
     compared to 32.6% in 1999 and 36.2% in 1998. The improvement in gross
     margin in


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     2000 compared to 1999 was principally due to lower production costs per ATM
     unit as a result of volume discounts on raw materials and manufacturing
     efficiencies.

     Selling, general and administrative expenses were $11,108,000 in 2000, an
     increase of $2,078,000 from $9,030,000 in 1999, and an increase of
     $3,742,000 from $7,366,000 in 1998, as a result of higher salaries and
     increased marketing expenses. These costs were 15.2% of sales in 2000, a
     decrease from the 1999 and 1998 levels of 19.7% and 21.9%, respectively.
     The percentage decline relates primarily to increased sales volume.

     Depreciation and amortization was $1,368,000, $813,000 and $489,000, for
     the years ended September 30, 2000, 1999 and 1998, respectively. The
     increase in 2000 compared to 1999 and 1998 related to additions of
     property, plant and equipment primarily for the production of new models in
     the Ignition and Chameleon series ATM product lines.

     Interest expense fluctuations in 2000, 1999 and 1998 are a result of
     varying levels of outstanding indebtedness under the Company's revolving
     credit agreement with a bank and changes in the prime rate. The Company
     expects interest expense to increase during fiscal 2001 due to the issuance
     of the convertible debentures described below.

     Income tax expense (benefit) provisions of $4,838,000 in 2000 and
     $1,800,000 in 1999, represented an effective tax rate of 34.5% in 2000 and
     38% in 1999. The income tax benefit in 1998 was attributable to a fourth
     quarter reduction in valuation allowance estimates to reflect the probable
     utilization of the Company's remaining deferred tax assets. This resulted
     in the recognition of a deferred income tax benefit of $947,000 which, when
     offset with current tax expense of $640,000, resulted in a net income tax
     benefit of $307,000.

                         LIQUIDITY AND CAPITAL RESOURCES

     The financial position of the Company continues to improve primarily as a
     result of profitable operations, the infusion of capital from the exercise
     of options and warrants, and the issuance of convertible debentures in
     September 2000 as reflected in the following key indicators as of September
     30, 2000, 1999 and 1998:



                                                 (dollars in 000's)
                                        ----------------------------------
                                          2000         1999         1998
                                        --------     --------     --------
                                                         
Cash ..............................     $ 16,223     $  2,424     $  1,400
Working capital ...................       46,516       18,023       15,438
Total assets ......................       63,060       28,696       24,247
Shareholders' equity ..............       28,846       15,922       13,484


     The improvement in working capital in 2000 is principally due to the
     increase in cash from the private placement in September 2000 of
     $18,000,000 of convertible debentures, as described more fully below, and
     an increase in accounts receivable and inventories as a result of higher
     sales levels.

     The Company has a credit agreement with a bank which provides for a
     $7,000,000 revolving line of credit with interest equal to the prime rate,
     of which $1,800,000 was unused and available at September 30, 2000, and a
     $640,000 term loan at 8.4% interest per annum. At September 30, 2000,
     $5,200,000 was outstanding on the revolving credit facility compared to
     $4,894,634 at September 30, 1999. Subsequent to September 30, 2000, the
     Company amended the credit agreement to increase the


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     line of credit to $10,000,000. See Note 8 to Notes to Consolidated
     Financial Statements for a description of all outstanding debt and
     maturities.

     In September 2000, the Company issued an aggregate of $18,000,000 of the
     Company's 6% Convertible Debentures, due September 8, 2004, to two
     investors convertible into the Company's common stock at a price of $9.50
     per share. Some of these proceeds may be used to provide financing to
     several of the Company's major customers. In addition, the Company issued
     warrants to the investors 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 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. See Note 9 to Notes to Consolidated
     Financial Statements for a description of the terms and conditions of the
     convertible debentures.

     The Company formerly owned 100% of 3CI Complete Compliance Corporation, 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. During the
     fourth quarter, management of the Company deemed the decline in the fair
     value of the 3CI to be other than temporary and recorded a non-cash
     impairment charge in the amount of $1,000,000 for the write-down of its
     investment in the common stock of 3CI in accordance with Financial
     Accounting Standards Board Statement No. 115. With respect to its remaining
     investment, the Company had previously provided aggregate loss provisions
     of $1,436,750 in prior periods, resulting in a write-down of the investment
     to its present carrying amount of $130,962. 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 agreement
     with a bank. See Note 5 to Notes to Consolidated Financial Statements.

     During the year ended September 30, 2000, warrants to purchase 1,055,692
     shares of Common Stock were exercised, generating proceeds of $995,587. In
     addition, an aggregate of options to purchase 252,550 shares of Common
     Stock were exercised pursuant to the Company's stock option plans,
     generating proceeds of $353,577.

     The Company's research and development budget for fiscal 2001 has been
     estimated at $3,200,000. The majority of these expenditures are applicable
     to enhancements of the existing product lines, development of new automated
     teller machine products and the development of new technology to facilitate
     the dispensing of products such as postage stamps, money orders, and
     prepaid telephone cards, as well as multiple denominations of currency.
     Total research and development expenditures were approximately $2,800,000,
     $1,700,000 and $1,400,000 for the years ended September 30, 2000, 1999 and
     1998, respectively.

     With its present capital resources, its continuing earnings from
     operations, its potential capital from the exercise of warrants, and
     available credit from its revolving facility, the Company believes it
     should have sufficient resources to meet its operating needs for the
     foreseeable future and to provide for debt maturities and capital
     expenditures.

     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 subsidiary's revolving credit
     agreement with a bank.



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     IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 1998, the FASB issued Statement of Financial Accounting Standards
     No. 133, "Accounting for Derivative Instruments and Hedging Activities"
     ("SFAS 133"). SFAS 133 establishes new accounting and reporting standards
     requiring that all derivative instruments (including certain derivative
     instruments embedded in other contracts) be recorded in the balance sheet
     as either an asset or liability measured at its fair value. SFAS 133
     requires that changes in the derivative's fair value be recognized
     currently in earnings unless specific hedge accounting criteria are met.
     Special accounting for qualifying hedges allows a derivative's gains and
     losses to offset related results on the hedged item in the income statement
     and requires that a company must formally document, designate, and assess
     the effectiveness of transactions that receive hedge accounting. SFAS 133,
     as amended, is effective for all fiscal years beginning after June 15,
     2000. The Company has not yet determined the impact; if any, SFAS 133 will
     have on its financial position or results of operations, and plans to adopt
     this standard during the year ending September 30, 2001.

     YEAR 2000 DISCLOSURE

     The Company was well prepared for the year 2000 and experienced no major
     problems with its internal systems or in products purchased from suppliers
     used in manufacturing. The Company is also aware of no major problems with
     any of its products in the field. As required, the Company expensed as
     incurred all costs associated with year 2000 issues. The costs did not have
     a material effect on the Company's financial position or results of
     operations.

     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to changes in interest rates as a result of
     significant financing through its issuance of variable-rate and fixed-rate
     debt. If market interest rates were to increase 1% in fiscal 2000, there
     would be no material impact on the Company's consolidated results of
     operations or financial position.

     RISK FACTORS

     There are several risks inherent in the business of the Company including,
     but not limited to, the following:

     A substantial amount of our revenues comes from one product line.

     We receive a substantial amount of our revenues from sales of our ATMs.
     Approximately 81% and 78% of our net sales came from our ATM product line
     for the years ended September 30, 2000 and 1999, respectively.

     We expect our future success to depend in large part on the sale of our
     ATMs. Because of this product concentration, our business could be
     materially adversely affected by a decline in demand for these products or
     an increase in competition. Our future performance will depend in part on
     the successful development, introduction and customer acceptance of new ATM
     products and other products. We may be unsuccessful in designing,
     manufacturing, marketing and selling any new products.


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     We may be unable to sustain our recent growth and our operating results may
     fluctuate for a variety of reasons, many of which are beyond our control.

     We may be unable to sustain our recent growth in revenues and profits in
     the future. Our business strategies may fail and our quarterly and annual
     operating results may vary significantly from period to period depending
     on:

          -    the volume and timing of orders received during the period,
          -    the timing of new product introductions by us and our
               competitors,
          -    the impact of price competition on our selling prices,
          -    the availability and pricing of components for our products,
          -    seasonal fluctuations in operations and sales,
          -    changes in product or distribution channel mix,
          -    changes in operating expenses,
          -    changes in our strategy, and
          -    personnel changes and general economic factors.

     Many of these factors are beyond our control. We are unable to forecast the
     volume and timing of orders received during a particular period. Customers
     generally order our products on an as-needed basis, and accordingly we have
     historically operated with a relatively small backlog. We experience
     seasonal variances in our operations and historically have our lowest
     dollar volume sales months between November and February. Accordingly,
     operating results for any particular quarter may not be indicative of the
     results for the future quarter or for the year.

     Even though it is difficult to forecast future sales and we maintain a
     relatively small level of backlog at any given time, we generally must plan
     production, order components and undertake our development, sales and
     marketing activities and other commitments months in advance. Accordingly,
     any shortfall in sales in a given period may adversely impact our results
     of operations if we are unable to adjust expenses or inventory during the
     period to match the level of sales for the period.

     We depend on one major customer and, if we lose that customer, we may be
     unable to replace it.

     One customer, Credit Card Center ("CCC") accounted for 61% and 40% of our
     net sales for the years ended September 30, 2000 and 1999, respectively. We
     expect to depend upon CCC for a significant portion of our net sales in
     future periods. If CCC fails to place anticipated orders or defers or
     cancels its orders, we will experience an immediate and severe drop in our
     sales. We are unable to predict whether sales from CCC will reach or exceed
     historical levels in any future period. In addition, we may be unable to
     retain CCC or expand our distribution channels by entering into
     arrangements with new customers.

     We provide substantial amounts of credit to one major customer, and we
     could incur a substantial accounting loss if that customer defaulted on its
     obligations to us.

     In order to remain competitive, we provide extended financing terms for
     substantial amounts of credit to assist our major customer, CCC, with its
     working capital requirements. The amounts owed to us by CCC are secured by
     a collateral pledge of accounts receivable, inventories and transaction
     income. In the event that CCC failed to perform according to the terms of
     our credit arrangement with them, we might be required to foreclose and
     liquidate the underlying collateral. We would incur a loss to the extent
     that the proceeds realized from the liquidation of collateral were less
     than the amount owed to us by CCC.


                                       9
   12


     Failure by third-party suppliers to provide us with components will affect
     our ability to produce our ATM and TACC products.

     We depend on third-parties to manufacture components for most of our ATM
     and TACC products as part of our low-cost manufacturing strategy. Our
     principal suppliers are Fujitsu-ICL Systems, De La Rue and Special
     Products. We have alternative suppliers for the components; however, the
     unit costs currently paid by us for these components may increase if we
     switch to these alternative suppliers. Moreover, our inability to obtain
     enough of, or the failure of suppliers to deliver, the components would
     require us to change the design of the products in order to use other
     components. Alternative sources of supply may be unavailable on reasonably
     acceptable terms, on a timely basis, or at all.

     We have a written agreement with only one of our component suppliers. We
     purchase components from our other suppliers on a purchase order basis. We
     don't have any guaranteed supply arrangements with most of our suppliers
     and these suppliers may be unable to meet our future requirements. We keep
     a limited inventory of components for which there is only one or a limited
     number of suppliers, but these inventories may be insufficient for our
     needs.

     Our growth may over-extend our management and other resources.

     Future growth in our business could significantly strain our limited
     personnel, management, financial controls and other resources. Our ability
     to manage any future expansion effectively will require us to attract,
     train, motivate and manage new employees successfully, to integrate new
     management and employees into our overall operations and to continue to
     improve our operational, financial and management systems and controls and
     facilities. Our failure to manage any expansion effectively, including any
     failure to integrate new management controls, systems and procedures, could
     materially adversely affect our business, results of operations and
     financial condition.

     The ATM market is very competitive and, if we fail to adapt our products
     and services, we will lose customers and fail to compete effectively.

     The markets for our ATM products are characterized by intense competition.
     We expect the intensity of competition to increase. Large manufacturers
     such as Diebold Incorporated, NCR Corporation, Triton Systems (a division
     of Dover Corporation) and Hyosung compete directly with us in the quickly
     growing, low-cost ATM market. Our direct competitors for our TACC products
     include Allied Gary International, McGunn, Scitak and AutoVend. We believe
     that AutoVend is the only other manufacturer that features cash controllers
     as a major product line.

     Competition is likely to result in price reductions, reduced margins and
     loss of market share, any one of which may harm our business. Competitors
     vary in size, scope and breadth of the products and services offered. We
     may encounter competition from competitors who offer more functionality and
     features. In addition, we expect competition from other established and
     emerging companies, as the market continues to develop and expand,
     resulting in increased price sensitivity for our products.

     To compete successfully, we must adapt to a rapidly changing market by
     continually improving the performance, features and reliability of our
     products and services or else our products and services may become
     obsolete. We may also incur substantial costs in modifying our products,
     services or infrastructure in order to adapt to these changes.


                                       10
   13


     Many of our competitors have greater financial, technical, marketing and
     other resources and greater name recognition than we do. In addition, many
     of our competitors have established relationships with our current and
     potential customers and have extensive knowledge of our industry. In the
     past, we have lost potential customers to competitors. In addition, current
     and potential competitors have established or may establish cooperative
     relationships among themselves or with third parties to increase the
     ability of their products to address customer needs. Accordingly, it is
     possible that new competitors or alliances among competitors may develop
     and rapidly acquire significant market share.

     Our future growth will depend upon our ability to continue to manufacture,
     market and sell ATMs with cost-effective characteristics, develop and
     penetrate new market segments and enter and develop new markets.

     We must design and introduce new products with enhanced features, develop
     close relationships with the leading market participants and establish new
     distribution channels in each new market or market segment in order to
     grow. We are currently marketing a new ATM product, the Chameleon, which is
     a web-enabled ATM product that provides users with e-commerce and
     point-of-sale functionality in addition to traditional ATM features. We are
     unable to predict whether Chameleon will gain acceptance in the ATM market.
     Additionally, some of the transactions currently initiated through ATMs
     could be accomplished in the future using emerging technologies, such as
     wireless devices and cellular telephones, which we do not currently
     support. We may be unable to develop or gain market acceptance of products
     supporting these technologies. Our failure to successfully offer products
     supporting these emerging technologies could harm our business.

     Because the protection of our proprietary technology is limited, our
     proprietary technology may be used by others without our consent, which may
     reduce our ability to compete and may divert resources.

     Our success depends upon proprietary technology and other intellectual
     property rights. We must be able to obtain patents, maintain trade-secret
     protection and operate without infringing on the intellectual property
     rights of others. We have relied on a combination of copyright, trade
     secret and trademark laws and nondisclosure and other contractual
     restrictions to protect proprietary technology. Our means of protecting
     intellectual property rights may be inadequate. It is possible that patents
     issued to or licensed by us will be successfully challenged. We may
     unintentionally infringe patents of third parties or we may have to alter
     our products or processes or pay licensing fees or cease certain activities
     to take into account patent rights of third parties, thereby causing
     additional unexpected costs and delays which may adversely affect our
     business.

     In addition, competitors may obtain additional patents and proprietary
     rights relating to products or processes used in, necessary to, competitive
     with or otherwise related to those we use. The scope and validity of these
     patents and proprietary rights, the extent to which we may be required to
     obtain licenses under these patents or under other proprietary rights and
     the cost and availability of licenses are unknown, but these factors may
     limit our ability to market our existing or future products.

     We also rely upon unpatented trade secrets. Other entities may
     independently develop substantially the same proprietary information and
     techniques or otherwise gain access to our trade secrets or disclose such
     technology. In addition, we may be unable to meaningfully protect our
     rights to our unpatented trade secrets. In addition, certain previously
     filed patents relating to our ATM products and TACC products have expired.


                                       11
   14


     Litigation may be necessary to enforce our intellectual property rights,
     protect trade secrets, determine the validity and scope of the proprietary
     rights of others, or defend against claims of infringement or invalidity.
     Litigation may result in substantial costs and diversion of resources,
     which may limit our ability to develop new services and compete for
     customers.

     If the ability to charge ATM fees is limited or prohibited, ATMs may become
     less profitable and demand for our ATM products could decrease.

     The growth in the market and in our sales of ATMs has been due, in part, to
     the ability of ATM owners to charge consumers a surcharge fee for the use
     of the ATM. The ability to charge fees resulted from the elimination in
     April 1996 by the Cirrus and Plus national ATM networks of their policies
     against the imposition of surcharges on ATM transactions.

     ATM owners are subject to federal and state regulations governing
     consumers' rights with respect to ATM transactions. Some states and
     municipalities have enacted legislation in an attempt to limit or eliminate
     surcharging, and similar legislation has been introduced in Congress. In
     addition, it is possible that one or more of the national ATM networks will
     reinstate their former policies prohibiting surcharging. The adoption of
     any additional regulations or legislation or industry policies limiting or
     prohibiting ATM surcharges could decrease demand for our products.

     Any interruption of our manufacturing whether as a result of damaged
     equipment, natural disasters or otherwise could injure our business.

     All of our manufacturing occurs at our facility in Carrollton, Texas. Our
     manufacturing operations utilize equipment which, if damaged or otherwise
     rendered inoperable, would result in the disruption of our manufacturing
     operations. Although we maintain business interruption insurance, our
     business would be injured by any extended interruption of the operations at
     our manufacturing facility. This insurance may not continue to be available
     on reasonable terms or at all. Our facilities are also exposed to risks
     associated with the occurrence of natural disasters, such as hurricanes and
     tornadoes. It is possible that natural disasters may damage our facilities.

     If we release products containing defects, we may need to halt further
     sales and/or services until we fix the defects, and our reputation would be
     harmed.

     We provide a limited warranty on each of our products covering
     manufacturing defects and premature failure. While we believe that our
     reserves for warranty claims are adequate, we may experience increased
     warranty claims. Our products may contain undetected defects which could
     result in the improper dispensation of cash or other items. Although we
     have experienced only a limited number of claims of this nature to date,
     these types of defects may occur in the future. In addition, we may be held
     liable for losses incurred by end users as a result of criminal activity
     which our products were intended, but unable, to prevent, or for any
     damages suffered by end users as a result of malfunctioning or damaged
     components.


                                       12
   15


     We remain liable for any problems or contamination related to our fuel
     monitoring units.

     Although we discontinued the production and distribution of our fuel
     monitoring units, those units which are still in use are subject to a
     variety of federal, state and local laws, rules and regulations governing
     storage, manufacture, use, discharge, release and disposal of product and
     contaminants into the environment or otherwise relating to the protecting
     of the environment. These regulations include, among others (i) the
     Comprehensive Environmental Response, (ii) Compensation and Liability Act
     of 1980, (iii) The Resource Conservation and Recovery Act of 1976, (iv) the
     Oil Pollution Act of 1990, (v) the Clean Air Act of 1970, the Clean Water
     Act of 1972, (vi) the Toxic Substances control Act of 1976, (vii) the
     Emergency Planning and Community Right-to-Know Act, and (viii) the
     Occupational Safety and Health Administration Act.

     Our fuel monitoring products, by their very nature, give rise to the
     potential for substantial environmental risks. If our monitoring systems
     fail to operate properly, releases or discharges of petroleum and related
     products and associated wastes could contaminate the environment. If there
     are releases or discharges we may be found liable under the environmental
     laws, rules and regulations of the United States, states and local
     jurisdictions relating to contamination or threat of contamination of air,
     soil, groundwater and surface waters. This indirect liability could expose
     us to monetary liability incident to the failure of the monitoring systems
     to detect potential leaks in underground storage tanks. Although we have
     tried to protect our business from environmental claims by limiting the
     types of services we provide, operating pursuant to contracts designed to
     protect us, instituting quality control operating procedures and, where
     appropriate, insuring against environmental claims, we are unable to
     predict whether these measures will eliminate the risk of potential
     environmental liability entirely.

     We could lose the services of one or more of our executive officers or key
     employees.

     Our executive officers and key employees are critical to our business
     because of their experience and acumen. In particular, the loss of the
     services of James T. Rash, Chairman of the Board, Chief Executive Officer
     and Chief Financial Officer, or Mark K. Levenick, Chief Operating Officer
     of the Company and President of our operating subsidiaries, could have a
     material adverse effect on our operations. We have key-man life insurance
     on the life of Mr. Rash in the amount of $1,000,000, with the company named
     as sole beneficiary. In addition, one of our subsidiaries has key-man life
     insurance on the life of Mr. Levenick in the amount of $1,000,000, with the
     subsidiary named as the sole beneficiary.

     Our future success and growth also depends on our ability to continue to
     attract, motivate and retain highly qualified employees, including those
     with the expertise necessary to operate our business. These officers and
     key personnel may not remain with us, and their loss may harm our
     development of technology, our revenues and cash flows. Concurrently, the
     addition of these personnel by our competitors would allow our competitors
     to compete more effectively by diverting customers from us and facilitating
     more rapid development of their technology.

     FORWARD-LOOKING STATEMENTS

     This Form 10-K 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 future gross
     profit, selling, general and administrative expense, the


                                       13
   16


     Company's financial position, working capital and seasonal variances in the
     Company's operations, as well as general market conditions) 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-K 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See Item 14 below for an index of the financial statements and schedules
     included as a part of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

     Information with respect to directors of the Registrant is included on
     pages 3 and 4 of the Company's proxy statement for the 2001 Annual Meeting
     of Shareholders ("2001 Annual Meeting") and is incorporated herein by
     reference. Information with respect to "Section 16(a) Beneficial Ownership
     Reporting Compliance" is included on page 5 of the Company's proxy
     statement for the 2001 Annual Meeting and is incorporated herein by
     reference.

ITEM 11. EXECUTIVE COMPENSATION

     Information with respect to executive compensation is included on pages 7
     through 9 of the Company's proxy statement for the 2001 Annual Meeting and
     is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     Information with respect to security ownership of certain beneficial owners
     and management is included on pages 5 through 7 of the Company's proxy
     statement for the 2001 Annual Meeting and is incorporated herein by
     reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information with respect to certain relationships and related
     transactions is included on page 9 of the Company's proxy statement for the
     2001 Annual Meeting is incorporated herein by reference.


                                       14
   17


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


             FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

     The audited consolidated financial statements and related financial
     statement schedules of the Company and report of its independent certified
     public accountants responsive to the requirements of Item 8 of Form 10-K
     are included herein as part of this Report. Such audited financial
     statements, related financial statement schedules, and reports as set forth
     in the accompanying index include, in the opinion of management of the
     Company, all required disclosures in the notes thereto.

                                    EXHIBITS

     The Exhibits filed as a part of this Report are listed in the attached
     Index to Exhibits.

                               REPORTS ON FORM 8-K

     The Company filed one report on Form 8-K on September 20, 2000 under Item 5
     - Other Events.









                                       15
   18


                                   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 to be
     signed on its behalf by the undersigned, thereunto duly authorized.

                                     TIDEL TECHNOLOGIES, INC.
                                     (Company)


January 9, 2001                      /s/ JAMES T. RASH
                                     ------------------------------------------
                                     James T. Rash
                                     President and Principal Executive Officer

                                     /s/ JAMES T. RASH
                                     ------------------------------------------
                                     James T. Rash
                                     Principal Financial and Accounting Officer

     Pursuant to requirements of the Securities Exchange Act of 1934, this
     report has been signed below by the following persons on behalf of the
     registrant and in the capacities and on the dates indicated.

SIGNATURE                               TITLE                  DATE
---------                               -----                  ----

/s/ JAMES T. RASH                     Director            January 9, 2001
----------------------------
James T. Rash

/s/ JAMES L. BRITTON, III             Director            January 9, 2001
----------------------------
James L. Britton, III

/s/ JERRELL G. CLAY                   Director            January 9, 2001
----------------------------
Jerrell G. Clay

/s/ MARK K. LEVENICK                  Director            January 9, 2001
---------------------------
Mark K. Levenick



   19


                          INDEX TO FINANCIAL STATEMENTS



                                                                                      PAGE
                                                                                      ----
                                                                                   

CONSOLIDATED FINANCIAL STATEMENTS OF TIDEL TECHNOLOGIES, INC.
         AND SUBSIDIARIES

         Independent Auditors' Report                                                   F-2

         Consolidated Balance Sheets - September 30, 2000 and 1999                      F-3

         Consolidated Statements of Income for the years ended
                  September 30, 2000, 1999 and 1998                                     F-4

         Consolidated Statements of Comprehensive Income for the
                  years ended September 30, 2000, 1999 and 1998                         F-5

         Consolidated Statements of Shareholders' Equity for the years
                  ended September 30, 2000, 1999 and 1998                               F-6

         Consolidated Statements of Cash Flows for the years ended
                  September 30, 2000, 1999 and 1998                                     F-7

         Notes to Consolidated Financial Statements                                     F-8


CONSOLIDATED FINANCIAL STATEMENT SCHEDULES OF TIDEL TECHNOLOGIES, INC.
         AND SUBSIDIARIES

         The following schedules are filed as part of this Annual Report on Form 10-K:

         Schedule I        Condensed Financial Information of Registrant                S-1

         Schedule II       Valuation and Qualifying Accounts                            S-6

         All other schedules are omitted because they are not required, are not
         applicable or the required information is presented elsewhere herein.



                                      F-1
   20


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Tidel Technologies, Inc.:


         We have audited the consolidated financial statements of Tidel
Technologies, Inc. and subsidiaries as listed in the accompanying index. In
connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedules as listed in the accompanying
index. These consolidated financial statements and financial statement schedules
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedules based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Tidel
Technologies, Inc. and subsidiaries as of September 30, 2000 and 1999, and the
results of their operations and their cash flows for each of the years in the
three-year period ended September 30, 2000 in conformity with accounting
principles generally accepted in the United States of America. Also in our
opinion, the related financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.


                                                        KPMG LLP


Houston, Texas
December 15, 2000



                                      F-2
   21


                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS




                                                                          SEPTEMBER 30,
                                                                 ------------------------------
                                                                      2000             1999
                                                                 ------------      ------------
                                                                             
                              ASSETS
Current Assets:
    Cash and cash equivalents                                    $ 16,223,192      $  2,423,844
    Trade accounts receivable, net of allowance of
        $448,037 and $566,917, respectively                        29,168,134        15,137,056
    Notes and other receivables                                     1,151,680           897,368
    Inventories                                                    10,415,492         6,128,741
    Deferred tax assets                                             1,153,472           738,691
    Prepaid expenses and other                                        349,251           225,599
                                                                 ------------      ------------
            Total current assets                                   58,461,221        25,551,299

Investment in 3CI, at market value                                    130,962           261,924

Property, plant and equipment, at cost                              4,919,186         3,912,348
    Accumulated depreciation                                       (2,954,873)       (1,932,575)
                                                                 ------------      ------------
        Net property, plant and equipment                           1,964,313         1,979,773

Intangible assets, net of accumulated amortization of
    $1,161,675 and $1,039,364, respectively                           539,398           661,709
Deferred tax assets                                                   519,345           195,390
Deferred financing costs and other assets                           1,445,118            45,974
                                                                 ------------      ------------
        Total assets                                             $ 63,060,357      $ 28,696,069
                                                                 ============      ============

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
    Current maturities of long-term debt                         $    128,000      $    128,000
    Accounts payable                                                8,176,905         5,285,591
    Accrued liabilities                                             3,640,264         2,114,314
                                                                 ------------      ------------
        Total current liabilities                                  11,945,169         7,527,905

Long-term debt, net of current maturities                           5,424,000         5,246,634
Convertible debentures, net of discount of $1,155,157              16,844,843                --
                                                                 ------------      ------------
        Total liabilities                                          34,214,012        12,774,539
                                                                 ------------      ------------

Commitments and contingencies (Note 15)

Shareholders' Equity:
    Common stock, $.01 par value, authorized 100,000,000
        shares; issued and outstanding 17,376,210 and
        16,067,968 shares, respectively                               173,762           160,680
    Additional paid-in capital                                     17,207,137        14,299,373
    Retained earnings                                              12,318,721         3,149,328
    Deferred financing costs                                         (416,525)               --
    Stock subscriptions receivable                                         --          (382,063)
    Accumulated other comprehensive loss                             (436,750)       (1,305,788)
                                                                 ------------      ------------
        Total shareholders' equity                                 28,846,345        15,921,530
                                                                 ------------      ------------
        Total liabilities and shareholders' equity               $ 63,060,357      $ 28,696,069
                                                                 ============      ============


See accompanying notes to consolidated financial statements.


                                      F-3
   22


                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME




                                                        YEARS ENDED SEPTEMBER 30,
                                             ----------------------------------------------
                                                 2000             1999             1998
                                             ------------     ------------     ------------
                                                                      

Revenues                                     $ 72,931,388     $ 45,873,341     $ 33,607,533
Cost of sales                                  45,015,368       30,912,917       21,427,255
                                             ------------     ------------     ------------
    Gross profit                               27,916,020       14,960,424       12,180,278

Selling, general and administrative            11,108,302        9,030,171        7,366,444
Depreciation and amortization                   1,367,964          813,332          489,201
                                             ------------     ------------     ------------
    Operating income                           15,439,754        5,116,921        4,324,633

Other expense:
    Interest expense, net                         432,361          380,957          392,258
    Write-down of investment in 3CI             1,000,000               --               --
                                             ------------     ------------     ------------
        Total other expense                     1,432,361          380,957          392,258
                                             ------------     ------------     ------------
Income before income taxes                     14,007,393        4,735,964        3,932,375

Income tax expense (benefit)                    4,838,000        1,800,000         (307,251)
                                             ------------     ------------     ------------
Net income                                   $  9,169,393     $  2,935,964     $  4,239,626
                                             ============     ============     ============

Basic earnings per share:
    Net income                               $       0.55     $       0.18     $       0.27
                                             ============     ============     ============
    Weighted average common shares
        outstanding                            16,630,482       16,008,639       15,569,849
                                             ============     ============     ============

Diluted earnings per share:
    Net income                               $       0.50     $       0.17     $       0.25
                                             ============     ============     ============
    Weighted average common and
        dilutive shares outstanding            18,493,331       16,968,412       16,896,688
                                             ============     ============     ============


See accompanying notes to consolidated financial statements.


                                      F-4
   23


                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME






                                                                    YEARS ENDED SEPTEMBER 30,
                                                         ------------------------------------------------
                                                             2000              1999               1998
                                                         ------------      ------------      ------------
                                                                                    

Net income                                               $  9,169,393      $  2,935,964      $  4,239,626

Other comprehensive income (loss):
     Unrealized gain (loss) on investment in 3CI             (130,962)         (655,159)          342,774
     Less: reclassification adjustment for loss
              included in net income                        1,000,000                --                --
                                                         ------------      ------------      ------------
          Other comprehensive income (loss)                   869,038          (655,159)          342,774
                                                         ------------      ------------      ------------
Comprehensive income                                     $ 10,038,431      $  2,280,805      $  4,582,400
                                                         ============      ============      ============


See accompanying notes to consolidated financial statements.


                                      F-5
   24



                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY




                                                                                 RETAINED
                                      SHARES                     ADDITIONAL       EARNINGS                        TOTAL
                                    ISSUED AND      COMMON        PAID-IN      (ACCUMULATED                   SHAREHOLDERS'
                                    OUTSTANDING      STOCK        CAPITAL         DEFICIT)       OTHER           EQUITY
                                   ------------   -----------   ------------   ------------    -----------    -------------

                                                                                            
Balance, September 30, 1997          14,851,050       148,511     13,387,412     (4,026,262)    (1,417,840)      8,091,821

Exercise of warrants                  1,009,418        10,094        757,141             --             --         767,235
Net income                                   --            --             --      4,239,626             --       4,239,626
Payments of stock subscriptions              --            --             --             --         42,374          42,374
Unrealized gain on
   investment in 3CI                         --            --             --             --        342,774         342,774
                                   ------------   -----------   ------------   ------------    -----------    ------------

Balance, September 30, 1998          15,860,468       158,605     14,144,553        213,364     (1,032,692)     13,483,830

Exercise of warrants                    207,500         2,075        154,820             --             --         156,895
Net income                                   --            --             --      2,935,964             --       2,935,964
Unrealized loss on
   investment in 3CI                         --            --             --             --       (655,159)       (655,159)
                                   ------------   -----------   ------------   ------------    -----------    ------------

Balance, September 30, 1999          16,067,968       160,680     14,299,373      3,149,328     (1,687,851)     15,921,530

Exercise of warrants and options      1,308,242        13,082      1,336,082             --             --       1,349,164
Issuance of warrants
   in connection with
   convertible debentures                    --            --      1,571,682             --             --       1,571,682
Deferred financing costs                     --            --             --             --       (416,525)       (416,525)
Payments of stock subscriptions              --            --             --             --        382,063         382,063
Net income                                   --            --             --      9,169,393             --       9,169,393
Unrealized loss on
   investment in 3CI                         --            --             --             --       (130,962)       (130,962)
Reclassification adjustment for
   realized loss on investment
   in 3CI included in net income             --            --             --             --      1,000,000       1,000,000
                                   ------------   -----------   ------------   ------------    -----------    ------------

Balance, September 30, 2000          17,376,210   $   173,762   $ 17,207,137   $ 12,318,721    $  (853,275)   $ 28,846,345
                                   ============   ===========   ============   ============    ===========    ============


See accompanying notes to consolidated financial statements.


                                      F-6
   25


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






                                                                              YEARS ENDED SEPTEMBER 30,
                                                                    --------------------------------------------
                                                                        2000            1999            1998
                                                                    ------------    ------------    ------------
                                                                                           

Cash flows from operating activities:
    Net income                                                      $  9,169,393    $  2,935,964    $  4,239,626
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                                  1,367,964         813,332         489,201
        Deferred taxes                                                  (738,736)        332,186        (947,457)
        Write-down of investment in 3CI                                1,000,000              --              --
        Gain on sale of property, plant and equipment                         --         (12,195)           (400)
        Changes in assets and liabilities:
            Trade accounts receivable, net                           (14,031,078)     (4,890,981)     (1,513,995)
            Notes and other receivables                                 (254,312)        276,687        (640,104)
            Inventories                                               (4,286,751)        577,015      (2,497,396)
            Prepaids and other assets                                 (1,522,811)        175,316        (136,378)
            Accounts payable and accrued liabilities                   4,417,264       1,999,698        (168,122)
                                                                    ------------    ------------    ------------
        Net cash provided by (used in) operating activities           (4,879,067)      2,207,022      (1,175,025)
                                                                    ------------    ------------    ------------

Cash flows from investing activities:
    Purchases of property, plant and equipment                        (1,230,178)     (1,282,875)       (724,844)
    Proceeds from sale of property, plant and equipment                       --          12,195             400
    Increase in intangible assets                                             --         (81,571)       (116,385)
    Increase in investment in 3CI                                             --              --         (20,804)
                                                                    ------------    ------------    ------------
        Net cash used in investing activities                         (1,230,178)     (1,352,251)       (861,633)
                                                                    ------------    ------------    ------------

Cash flows from financing activities:
    Proceeds from issuance of convertible debentures                  18,000,000              --              --
    Proceeds from borrowings under revolving credit note                 305,366         140,030       1,740,000
    Repayments of notes payable                                         (128,000)       (128,000)       (980,697)
    Proceeds from exercise of warrants and options                     1,349,164         156,895         767,235
    Payments of stock subscriptions                                      382,063              --         360,937
                                                                    ------------    ------------    ------------
        Net cash provided by financing activities                     19,908,593         168,925       1,887,475
                                                                    ------------    ------------    ------------
        Net increase (decrease) in cash and cash equivalents          13,799,348       1,023,696        (149,183)

Cash and cash equivalents at beginning of period                       2,423,844       1,400,148       1,549,331
                                                                    ------------    ------------    ------------
Cash and cash equivalents at end of period                          $ 16,223,192    $  2,423,844    $  1,400,148
                                                                    ============    ============    ============

Supplemental disclosure of cash flow information:
    Cash paid for interest                                          $    529,242    $    459,636    $    462,297
                                                                    ============    ============    ============
    Cash paid for taxes, net of refunds receivable                  $  4,770,100    $  1,539,549    $    451,182
                                                                    ============    ============    ============

Supplemental disclosure of non-cash financing activities:
    Discount on long-term debt for detachable warrants              $  1,155,157    $         --    $         --
                                                                    ============    ============    ============
    Warrants issued for deferred financing costs                    $    416,525    $         --    $         --
                                                                    ============    ============    ============



See accompanying notes to consolidated financial statements.



                                      F-7
   26


                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        SEPTEMBER 30, 2000, 1999 AND 1998



(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS
Tidel Technologies, Inc. (the "Company") is a Delaware corporation which,
through its wholly owned subsidiaries, develops, manufactures, sells and
supports automated teller machines and related software and electronic cash
security systems, primarily in the United States.

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany items have been
eliminated in consolidation.

RECLASSIFICATIONS
Certain amounts in the prior years' consolidated financial statements have been
reclassified to conform with the current year presentation format.

CASH AND CASH EQUIVALENTS
For purposes of consolidated financial statement presentation and reporting cash
flows, all liquid investments with original maturities at date of purchase of
three months or less are considered cash equivalents.

INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined using
the standard cost method and includes materials, labor and production overhead
which approximates an average cost method. Reserves are provided to adjust any
slow moving materials or goods to net realizable values.

PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is calculated on
the straight-line method over the estimated useful lives of the assets.
Expenditures for major renewals and betterments are capitalized; expenditures
for repairs and maintenance are charged to expense as incurred.

INTANGIBLE ASSETS
All intangible assets are amortized using the straight-line method over a period
ranging from 5 to 10 years, with the exception of goodwill, which is amortized
over 40 years.

IMPAIRMENT OF LONG-LIVED ASSETS
The Company's long-lived assets and certain identifiable intangibles and
goodwill are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of any assets may not be recoverable. In
performing the review for recoverability, the Company estimates the future cash
flows expected to result from the use of the asset and its eventual disposition.
If the sum of the expected


                                      F-8
   27


future cash flows (undiscounted and without interest charges) is less than the
carrying amount of the asset, an impairment loss is recognized.

WARRANTIES
Certain products are sold under warranty against defects in materials and
workmanship for a period of one to two years. A provision for estimated warranty
costs is included in accrued liabilities and is charged to operations at the
time of sale.

REVENUE RECOGNITION
Revenues are recognized at the time products are shipped to customers.

RESEARCH AND DEVELOPMENT COSTS
Research and development costs are expensed as incurred. Research and
development costs charged to expense were approximately $2,800,000, $1,700,000
and $1,400,000 for the years ended September 30, 2000, 1999 and 1998,
respectively.

FEDERAL INCOME TAXES
Income taxes are accounted for under the asset and liability method, whereby
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in determining
income or loss in the period that includes the enactment date.

INVESTMENT SECURITIES
In accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" ("SFAS No.
115"), the Company classifies its investment in 3CI Complete Compliance
Corporation ("3CI") as available for sale, with unrealized gains and losses
excluded from earnings and recorded as a component of other comprehensive
income. Declines in fair value below the amortized cost basis of the investments
that are determined to be other than a temporary decline are charged to
earnings.

ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss includes all non-equity holder changes in
stockholders' equity. As of September 30, 2000 and 1999, the Company's only
component of accumulated other comprehensive loss relates to unrealized losses
on its investment in 3CI.

NET INCOME PER SHARE
In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS No. 128"), the Company computes and presents both
basic and diluted earnings per share ("EPS") amounts. Basic EPS is computed by
dividing income available to common stockholders by the weighted-average number
of common shares outstanding for the period, and excludes the effect of
potentially dilutive securities (such as options, warrants and convertible
securities) which are convertible into common stock. Dilutive EPS reflects the
potential dilution from options, warrants and convertible securities.



                                      F-9
   28


STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), requires companies to recognize stock-based
expense based on the estimated fair value of employee stock options.
Alternatively, SFAS No. 123 allows companies to retain the current approach set
forth in APB Opinion 25, "Accounting for Stock Issued to Employees", provided
that expanded footnote disclosure is presented. The Company has not adopted the
fair value method of accounting for stock-based compensation under SFAS No. 123,
but has provided the pro forma disclosure required therein.

USE OF ESTIMATES
The preparation of the accompanying consolidated financial statements requires
the use of estimates by management in determining the Company's assets and
liabilities at the date of the consolidated financial statements and the
reported amount of revenues and expenses during the period. Actual results could
differ from these estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments", requires the disclosure of estimated fair
values for financial instruments. Fair value estimates are made at discrete
points in time based on relevant market information. These estimates may be
subjective in nature and involve uncertainties and matters of significant
judgment and therefore, cannot be determined with precision. The Company
believes that the carrying amounts of its financial instruments included in
current assets and current liabilities approximate the fair value of such items
due to their short-term nature. The carrying amount of long-term debt
approximates its fair value because the interest rates approximate market.

(2) MAJOR CUSTOMERS AND CREDIT RISKS

The Company generally retains a security interest in the underlying equipment
that is sold to customers until it receives payment in full. In addition, one
major customer has pledged additional collateral to the Company. 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.

During the year ended September 30, 2000, the Company had sales to one major
customer that accounted for more than 10% of sales in the amount of $44,825,049.
During the year ended September 30, 1999, the Company had such sales to two
major customers in the amounts of $18,554,624 and $4,781,236. During the year
ended September 30, 1998, the Company had such sales to two major customers in
the amounts of $3,526,941 and $3,520,910.

Foreign sales accounted for 6%, 5% and 4% of the Company's total sales during
the years ended September 30, 2000, 1999 and 1998, respectively. Foreign sales
are transacted in U.S. dollars.

(3) NOTES AND OTHER RECEIVABLES

Notes and other receivables consisted of non-trade notes and accounts of
$1,151,680 and $897,368 at September 30, 2000 and 1999, respectively.



                                      F-10
   29
At September 30, 2000, the Company had a note due from a non-affiliated
corporation with an outstanding principal balance of $213,058. The note bears
interest at 12% per annum and is secured by the personal guaranty of the
majority shareholder of the non-affiliated corporation and a pledge of
outstanding common stock of the corporation. The note matures March 31, 2001.
Non-trade accounts also include amounts due from related parties as described in
Note 16.

(4) INVENTORIES

Inventories consisted of the following at September 30, 2000 and 1999:



                                          2000            1999
                                      ------------    ------------
                                                
Raw materials .....................   $  9,047,215    $  5,200,887
Work in process ...................         12,191          36,749
Finished goods ....................      1,244,944         590,852
Other .............................        398,560         384,963
                                      ------------    ------------
                                        10,702,910       6,213,451
Inventory reserve .................       (287,418)        (84,710)
                                      ------------    ------------
                                      $ 10,415,492    $  6,128,741
                                      ============    ============


(5) INVESTMENT IN 3CI

The Company owned 698,464 shares of 3CI common stock at September 30, 2000 and
1999 with a market value of $130,962 ($0.188 per share) and $261,924 ($.375 per
share), respectively. In accordance with the provisions of SFAS No. 115, the
Company recorded an impairment charge of $1,000,000 in September 2000 as the
decline in fair value has been deemed to be other than temporary. In addition,
the Company recorded unrealized losses of $130,962 and $655,159 as components of
other comprehensive income at September 30, 2000 and 1999, respectively.

(6) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at September 30, 2000
and 1999:



                                                      2000          1999         Useful Life
                                                   ----------   ------------    -------------
                                                                        
Machinery and equipment ........................    3,003,498   $  2,235,371     2 - 10 years
Computer equipment and systems .................      963,994        958,332     2 - 7 years
Furniture, fixtures and other improvements .....      951,694        718,645     3 - 5 years
                                                   ----------   ------------
                                                   $4,919,186   $  3,912,348
                                                   ==========   ============


Depreciation expense was $1,245,653, $596,438 and $368,825 for the years ended
September 30, 2000, 1999 and 1998, respectively. Repairs and maintenance expense
was $111,711, $112,637 and $56,330 for the years ended September 30, 2000, 1999
and 1998, respectively.

(7) INTANGIBLE ASSETS

Intangible assets consisted of the following at September 30, 2000 and 1999:



                                      F-11
   30




                                              2000           1999
                                           -----------    -----------
                                                    
Electronic cash security systems:
   Software ............................   $   350,000    $   350,000
   Proprietary technology ..............       417,000        417,000
Other ..................................       350,849        350,849
Goodwill ...............................       583,224        583,224
Accumulated amortization ...............    (1,161,675)    (1,039,364)
                                           -----------    -----------
                                           $   539,398    $   661,709
                                           ===========    ===========


(8) LONG-TERM DEBT

Long-term debt consisted of the following at September 30, 2000 and 1999:



                                                                2000            1999
                                                             -----------    -----------
                                                                      

Revolving credit note payable to bank, due
   April 30, 2002, interest payable monthly
   at prime (8.4% and 8.25% at September 30,
   2000 and 1999, respectively) ..........................   $ 5,200,000    $ 4,894,634
Term note payable to bank, payable in quarterly
   installments of $32,000 plus accrued interest
   at 8.4% through May 31, 2003 ..........................       352,000        480,000
                                                             -----------    -----------
Total long-term debt .....................................     5,552,000      5,374,634
   Less: current maturities ..............................      (128,000)      (128,000)
                                                             -----------    -----------
Long-term debt, less current maturities ..................   $ 5,424,000    $ 5,246,634
                                                             ===========    ===========


The Company has a credit agreement with a bank which provides for a $7,000,000
revolving line of credit, of which $1,800,000 was unused and available at
September 30, 2000, and a $640,000 term loan. The facility is secured by
substantially all of the assets of the Company and its subsidiaries. Borrowings
under the revolving line of credit are limited to the balance of eligible
accounts receivable and inventory, and accrue interest at the prime rate with
certain LIBOR alternatives. The term loan is payable in quarterly principal
installments of $32,000 together with accrued interest at 8.4% per annum.
Borrowings under the revolving line of credit mature in April 2002 and the term
loan matures in May 2003. The credit agreement includes covenants which among
other things, require the maintenance of specified financial ratios, restrict
payments of dividends and limit the amount of capital expenditures. The Company
was in compliance with all covenants at September 30, 2000. Subsequent to
September 30, 2000, the Company amended the credit agreement to increase the
line of credit to $10,000,000.

The scheduled maturities of long-term debt outstanding at September 30, 2000 are
summarized as follows: $128,000 in 2001, $5,328,000 in 2002 and $96,000 in 2003.

(9) CONVERTIBLE DEBENTURES

In September 2000, the Company entered into an agreement with two investors (the
"Holders") whereby the Company issued $18,000,000 of the Company's 6%
Convertible Debentures, due September 8, 2004, which are convertible into shares
of the Company's common stock at $9.50 per share. In addition, the Company
issued to the Holders warrants to purchase 378,947 shares of the Company's
common stock, which are exercisable at any time through September 2005 at a
price of $9.80 per share.


                                      F-12
   31


The 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. The conversion
price in effect on any conversion date shall be $9.50 per common share, with the
exception of the put option, as discussed below. In addition, the conversion
ratio is subject to adjustment by an anti-dilution provision with regards to
common share dividends, stock splits, and the granting of stock options and
warrants.

CONVERSION AT THE OPTION OF THE HOLDER

The debentures shall be convertible into shares of common stock at the option of
the Holder at any time following the original issue date. The Holder shall
effect conversions at its option by delivering to the Company the conversion
notice specifying therein the principal amount of debentures to be converted and
the date on which such conversion is to be effected.

CONVERSION AT THE OPTION OF THE COMPANY

The Company may require conversion of all or a portion of the then outstanding
principal amount of the debentures if the per share market value of the
Company's common stock exceeds 150% of the then applicable conversion price for
20 trading days (which need not be consecutive) in a period of 30 consecutive
trading days at any time after registration of the underlying shares, as well as
certain other administrative requirements.

PUT OPTION

The debentures provide for the Holder to put the debentures back to the Company
on either the 270th day or 540th day following the original issue date (the "Put
Dates"). However, 20 days prior to each Put Date, the Company may indicate to
the Holder the maximum amount of cash that the Company will pay upon the Put
Date (the "Maximum Cash Consideration"). If the Holder still elects to put all
or a portion of the debentures, then any amounts in excess of the Maximum Cash
Consideration will convert into shares of common stock at a conversion price
equal to the average of the per share market values for the five trading days
preceding the put date, without regard to the stated conversion price of $9.50
per share.

If the Holder exercises the put option, the Company shall pay the Holder the put
price, up to the Maximum Cash Consideration, within 60 days following the Put
Date (the "Put Payment Date"). If any portion of the Maximum Cash Consideration
of the put price shall not be paid on or prior to the Put Payment Date, then the
Holder shall have the right, no later than 20 trading days following the Put
Payment Date, to either (i) rescind the put notice or (ii) convert all or
portion of the principal amount and interest at a conversion price equal to the
lower of the conversion price and the average of the per share market values
during the ten trading days immediately preceding either the Put Payment Date or
the date the Holder rescinds the put notice, whichever is lower.

As discussed above, the Holders received an aggregate of 378,947 common stock
purchase warrants with an exercise price equal to $9.80 per share, exercisable
at any time prior to the expiration date in September 2005. In addition, the
investment advisors for the transaction received warrants to purchase 189,473
shares of common stock at exercises prices of (i) $10.925 per share as to
157,895 shares and (ii) $11.27 per share as to 31,578 shares.


                                      F-13
   32


The Company calculated the fair value attributable to the Holders' detachable
warrants to be $1,155,157, with a corresponding discount recorded against the
carrying value of the debentures. In addition, the Company attributed a fair
value to the investment advisors' warrants of $416,525, which has been recorded
as deferred financing costs within shareholders' equity. Based on the terms of
the debentures, management has determined that no beneficial conversion features
have been granted to the Holders as a result of this agreement.

(10) ACCRUED LIABILITIES

Accrued liabilities consisted of the following at September 30, 2000 and 1999:



                                             2000          1999
                                         -----------   -----------
                                                 
Wages and related benefits ...........   $ 1,159,588   $   822,928
Reserve for warranty charges .........       899,997       714,325
Taxes:
      Federal income .................       350,167       175,000
      Sales and use ..................       143,725        97,514
      Ad valorem .....................       212,854       159,460
Other ................................       873,933       145,087
                                         -----------   -----------
                                         $ 3,640,264   $ 2,114,314
                                         ===========   ===========


(11) WARRANTS

The Company's registration statement covering the offering and sale by selling
shareholders of the common stock underlying all of the Company's then
outstanding warrants was declared effective in 1997. The warrants related to
grants made in connection with debt and equity issues, acquisitions, directors'
remuneration and various services rendered. During the year ended September 30,
2000, warrants to purchase 1,055,692 shares of common stock were exercised
generating proceeds of $995,587.

During the year ended September 30, 2000, the Company issued warrants to
purchase 693,420 shares of common stock at exercise prices ranging from $1.875
to $11.27 (such prices being equal to or greater than the fair market value of
the common stock at the date of the grants) in connection with the issuance of
convertible debentures and for services rendered. At September 30, 2000, the
Company had outstanding warrants to purchase 1,113,420 shares of common stock
which expire at various dates through September 2005. The warrants have exercise
prices ranging from $0.625 to $11.27 per share and, if exercised, would generate
proceeds to the Company of approximately $6,900,000.

(12) EMPLOYEE STOCK OPTION PLANS

The Company adopted a Long-Term Incentive Plan in 1997 (the "1997 Plan")
pursuant to which the Company's Board of Directors may grant stock options to
officers and key employees. The 1997 Plan authorizes grants of options to
purchase up to 1,000,000 shares of common stock. Options are granted with an
exercise price equal to the fair market value of the common stock at the date of
grant. Options granted under the 1997 Plan vest over four-year periods and
expire no later than 10 years from the date of grant. At September 30, 2000,
there were 955,700 options outstanding, and no additional shares available for
grant under the 1997 Plan.


                                      F-14
   33


The Company's predecessor employee stock option plan, the 1989 Incentive Stock
Option Plan (the "1989 Plan"), was terminated in June 1999. At the date of
termination of the 1989 Plan, there were outstanding options to purchase 438,250
shares of common stock, of which 230,000 were outstanding at September 30, 2000.

The weighted-average fair value per share of stock options granted during 2000,
1999 and 1998 was $1.17, $.78 and $1.39, respectively, on the date of grant,
using the Black Scholes model with the following assumptions: risk-free interest
rate of 5.16%, expected life of 4 years, expected volatility of 80.63%, and an
expected dividend yield of 0% for the 2000 granted options; risk-free interest
rate of 6.0%, expected life of 4 years, expected volatility of 80.16%, and an
expected dividend yield of 0% for the 1999 granted options; and a risk-free
interest rate of 5.62%, expected life of 4 years, expected volatility of 75.66%,
and an expected dividend yield of 0% for the 1998 granted options.

The Company applied APB Opinion No. 25 in accounting for its Plans and,
accordingly, no compensation cost has been recognized for its stock options in
the consolidated financial statements. Had the Company determined compensation
cost based on the fair value at the grant date for its stock options under SFAS
No. 123, the Company's net income would have been reduced to the pro forma
amounts indicated as follows:



                                                2000             1999           1998
                                           -------------   -------------   -------------
                                                                  
Net income:
   As reported .........................   $   9,169,393   $   2,935,964   $   4,239,626
   Pro forma ...........................       8,976,867       2,717,847       4,087,605

Basic earnings per share:
   As reported .........................            0.55            0.18            0.27
   Pro forma ...........................            0.54            0.17            0.26

Diluted earnings per share:
   As reported .........................            0.50            0.17            0.25
   Pro forma ...........................            0.49            0.16            0.24


At September 30, 2000, the range of exercise prices was $0.88 to $1.75 per share
under the 1989 Plan and $1.25 to $2.50 per share under the 1997 Plan. At
September 30, 2000 and 1999, the weighted-average remaining contractual life of
the outstanding options was 7.07 years and 6.8 years, respectively. Stock option
activity during the periods indicated was as follows:



                                            Number of    Weighted average
                                              shares      exercise price
                                            ---------    ----------------
                                                   
Balance at October 1, 1997 ...............    759,550      $   1.78
   Granted ...............................     10,000          2.31
   Canceled ..............................    (15,000)        (1.16)
                                            ---------
Balance at September 30, 1998 ............    754,550          1.80
   Granted ...............................    442,400          1.25
   Canceled ..............................    (36,200)        (1.70)
                                            ---------
Balance at September 30, 1999 ............  1,160,750          1.59
   Granted ...............................    277,500          1.88
   Exercised .............................   (252,550)        (1.40)
                                            ---------
Balance at September 30, 2000 ............  1,185,700          1.70
                                            =========




                                      F-15
   34


At September 30, 2000 and 1999, the number of options exercisable was 324,250
and 438,250, respectively, at weighted average prices of $1.79 per share and
$1.34 per share, respectively.

(13) INCOME TAXES

Income tax expense (benefit) attributable to income from operations consisted of
the following for the years ended September 30, 2000, 1999, and 1998:



                                                    2000           1999           1998
                                                -----------    -----------    -----------
                                                                     
Federal current tax expense .................   $ 5,576,736    $ 1,376,010    $   225,755
State current tax expense ...................            --         91,804        414,451
Federal deferred tax expense (benefit) ......      (738,736)       233,854       (849,125)
State deferred tax expense (benefit) ........            --         98,332        (98,332)
                                                -----------    -----------    -----------
                                                $ 4,838,000    $ 1,800,000    $  (307,251)
                                                ===========    ===========    ===========


Income tax expense (benefit) differed from the amounts computed by applying the
U.S. statutory federal income tax rate of 34% to pretax income from operations
as a result of the following:



                                                             2000          1999            1998
                                                          -----------   -----------    -----------
                                                                              
Computed "expected" tax expense .......................   $ 4,762,514   $ 1,610,228    $ 1,337,007
Change in valuation allowances ........................            --            --     (1,938,458)
State taxes, net of benefit ...........................            --       125,490        208,639
Nondeductible items and permanent differences .........        46,687        56,632         36,355
Other .................................................        28,799         7,650         49,206
                                                          -----------   -----------    -----------
                                                          $ 4,838,000   $ 1,800,000    $  (307,251)
                                                          ===========   ===========    ===========


The tax effects of temporary differences that were the sources of the deferred
tax assets consisted of the following at September 30, 2000 and 1999:



                                                   2000            1999
                                                -----------    -----------
                                                         
Deferred tax assets:
   Fixed assets .............................   $   152,009    $        --
   Intangible assets ........................       188,510        176,091
   Accounts receivable ......................       152,333        192,752
   Inventories ..............................       359,269        204,642
   Investment in 3CI ........................       605,001        560,474
   Accrued expenses .........................       421,237        368,633
   Other ....................................        59,459             --
                                                -----------    -----------
      Total gross deferred tax assets .......     1,937,818      1,502,592
   Less: valuation allowance ................      (265,001)      (560,474)
                                                -----------    -----------
      Net deferred tax assets ...............     1,672,817        942,118

   Other deferred tax liabilities ...........            --          8,037
                                                -----------    -----------
Net deferred tax assets .....................   $ 1,672,817    $   934,081
                                                ===========    ===========


In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will be realized. The Company has established a valuation allowance for
such deferred tax assets to the extent such amounts are not expected to be
utilized.


                                      F-16
   35


(14) EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators of the
basic and diluted computations for the years ended September 30, 2000, 1999 and
1998:



                                                                    Weighted
                                                        Net      Average Shares  Per Share
                                                      Income       Outstanding    Amount
                                                   ------------  --------------  ---------
                                                                        
Year Ended September 30, 2000:
Basic earnings per share .......................   $  9,169,393     16,630,482   $   0.55
Effect of dilutive warrants and options ........             --      1,862,849      (0.05)
                                                   ------------   ------------   -------
Diluted earnings per share .....................   $  9,169,393     18,493,331   $   0.50
                                                   ============   ============   =======

Year Ended September 30, 1999:
Basic earnings per share .......................   $  2,935,964     16,008,639   $   0.18
Effect of dilutive warrants and options ........             --        959,773      (0.01)
                                                   ------------   ------------   -------
Diluted earnings per share .....................   $  2,935,964     16,968,412   $   0.17
                                                   ============   ============   =======

Year Ended September 30, 1998:
Basic earnings per share .......................   $  4,239,626     15,569,849   $   0.27
Effect of dilutive warrants and options ........             --      1,326,839      (0.02)
                                                   ------------   ------------   -------
Diluted earnings per share .....................   $  4,239,626     16,896,688   $   0.25
                                                   ============   ============   =======


(15) COMMITMENTS AND CONTINGENCIES

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.

The Company leases office and warehouse space, transportation equipment and
other equipment under terms of operating leases which expire through 2004.
Rental expense under these leases for the years ended September 30, 2000, 1999
and 1998 was approximately $500,388, $366,128 and $382,000, respectively. The
Company has approximate future lease commitments as follows:



                                    Amount
                                 -----------
                              
Year Ending September 30:
   2001 ......................   $   542,642
   2002 ......................       365,835
   2003 ......................       294,901
   2004 ......................        97,968
Thereafter ...................            --
                                 -----------
                                 $ 1,301,346


(16) RELATED PARTY TRANSACTIONS

From time to time, the Company provides certain administrative and clerical
services to three entities with which certain directors have an affiliation.
Fees earned by the Company for these services were $26,000 and $42,000 for the
years ended September 30, 1999 and 1998; however, the Company earned


                                      F-17
   36


no such fees for the year ended September 30, 2000. Amounts due to the Company
from these entities totaled $238,207 and $260,532 at September 30, 2000 and
1999, respectively.

In September 2000, the Company loaned $141,600 to Michael F. Hudson, Executive
Vice President of the Company, in a six-month promissory note bearing interest
at 10% per annum. Subsequent to September 2000, the Company loaned Mr. Hudson an
additional $100,000 on similar terms and conditions.



                                      F-18
   37


                                                                      SCHEDULE I
                            TIDEL TECHNOLOGIES, INC.
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                              (PARENT COMPANY ONLY)
                            CONDENSED BALANCE SHEETS



                                                                      SEPTEMBER 30,
                                                               ----------------------------
                                                                   2000            1999
                                                               ------------    ------------
                                                                         
                                    ASSETS
Current Assets:
    Cash and cash equivalents                                  $ 12,967,697    $    148,962
    Notes and other receivables                                     877,494         761,410
    Prepaid expenses and other assets                                58,999          48,970
                                                               ------------    ------------
        Total current assets                                     13,904,190         959,342

Investment in 3CI, at market value                                  130,962         261,924

Property, plant and equipment, at cost                              128,680         125,394
    Accumulated depreciation                                       (100,219)        (85,411)
                                                               ------------    ------------
        Net property, plant and equipment                            28,461          39,983

Investment in subsidiaries, at equity                            24,547,001      14,001,431
Receivables from subsidiaries                                     6,992,517       1,418,142
Deferred tax asset                                                  431,627              --
Other assets                                                      1,333,452           6,015
                                                               ------------    ------------
        Total assets                                           $ 47,368,210    $ 16,686,837
                                                               ============    ============

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
    Current maturities of long-term debt                       $    128,000    $    128,000
    Accounts payable                                                173,465          41,591
    Accrued liabilities                                           1,151,557         243,716
                                                               ------------    ------------
        Total current liabilities                                 1,453,022         413,307

Long-term debt, net of current maturities                           224,000         352,000
Convertible debentures, net of discount of $1,155,157            16,844,843              --
                                                               ------------    ------------
        Total liabilities                                        18,521,865         765,307
                                                               ------------    ------------
Commitments and contingencies

Shareholders' Equity:
    Common stock, $.01 par value, authorized 100,000,000
        shares; issued and outstanding 17,376,210 and
        16,067,968 shares, respectively                             173,762         160,680
    Additional paid-in capital                                   17,207,137      14,299,373
    Retained earnings                                            12,318,721       3,149,328
    Deferred financing costs                                       (416,525)             --
    Stock subscriptions receivable                                       --        (382,063)
    Accumulated other comprehensive loss                           (436,750)     (1,305,788)
                                                               ------------    ------------
        Total shareholders' equity                               28,846,345      15,921,530
                                                               ------------    ------------
        Total liabilities and shareholders' equity             $ 47,368,210    $ 16,686,837
                                                               ============    ============


See accompanying notes to condensed financial information of registrant.


                                      S-1
   38


                            TIDEL TECHNOLOGIES, INC.
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                              (PARENT COMPANY ONLY)
             CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME




                                                                     YEARS ENDED SEPTEMBER 30,
                                                            --------------------------------------------
                                                                2000            1999            1998
                                                            ------------    ------------    ------------
                                                                                   

Revenues                                                    $         --    $         --    $         --

Costs and expenses:
Selling, general and administrative                            1,202,709         992,790         738,433
Depreciation and amortization                                     14,808          16,612          13,474
                                                            ------------    ------------    ------------
    Operating loss                                            (1,217,517)     (1,009,402)       (751,907)

Interest income (expense), net                                    56,112          29,929         (18,322)
                                                            ------------    ------------    ------------
Loss before equity in income of subsidiaries and taxes        (1,161,405)       (979,473)       (770,229)

Equity in income of subsidiaries                              10,545,570       3,590,437       3,895,705
Write-down of investment in 3CI                               (1,000,000)             --              --
                                                            ------------    ------------    ------------
Income before taxes                                            8,384,165       2,610,964       3,125,476

Income tax benefit                                               785,228         325,000       1,114,150
                                                            ------------    ------------    ------------
Net income                                                     9,169,393       2,935,964       4,239,626

Other comprehensive income (loss), net of tax:
   Unrealized (loss) gain on investment in 3CI                  (130,962)       (655,159)        342,774
   Less: reclassification adjustment for realized loss
        included in net income                                 1,000,000              --              --
                                                            ------------    ------------    ------------
        Other comprehensive income (loss)                        869,038        (655,159)        342,774
                                                            ------------    ------------    ------------
Comprehensive income                                        $ 10,038,431    $  2,280,805    $  4,582,400
                                                            ============    ============    ============


See accompanying notes to consolidated financial statements.


                                      S-2
   39

                            TIDEL TECHNOLOGIES, INC.
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                              (PARENT COMPANY ONLY)
                       CONDENSED STATEMENTS OF CASH FLOWS




                                                                          YEARS ENDED SEPTEMBER 30,
                                                                     2000            1999            1998
                                                                 ------------    ------------    ------------
                                                                                        
Cash flows from operating activities:
    Net income                                                   $  9,169,393    $  2,935,964    $  4,239,626
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                                  14,808          16,612          13,474
        Deferred taxes                                               (431,627)       (325,000)     (1,114,150)
        Write-down of investment in 3CI                             1,000,000              --              --
        Equity in income of subsidiaries                          (10,545,570)     (3,590,437)     (3,895,705)
        Changes in assets and liabilities:
            Notes and other receivables                              (116,084)       (346,183)        (92,540)
            Prepaid expenses and other assets                      (1,337,466)        946,965        (609,325)
            Receivables from subsidiaries                          (5,574,375)        395,890         835,308
            Accounts payable and accrued liabilities                1,039,715          (9,284)        (56,908)
                                                                 ------------    ------------    ------------
        Net cash provided by (used in) operating activities        (6,781,206)         24,527        (680,220)
                                                                 ------------    ------------    ------------

Cash flows from investing activities:
    Purchases of property, plant and equipment                         (3,286)        (18,555)        (11,512)
    Increase in investment in 3CI                                          --              --         (20,804)
    Investment in subsidiaries                                             --          (2,000)             --
                                                                 ------------    ------------    ------------
        Net cash used in investing activities                          (3,286)        (20,555)        (32,316)
                                                                 ------------    ------------    ------------

Cash flows from financing activities:
    Proceeds from issuance of convertible debentures               18,000,000              --         640,000
    Repayments of notes payable                                      (128,000)       (128,000)       (972,000)
    Proceeds from exercise of warrants                              1,349,164         156,895         767,235
    Payments of stock subscriptions                                   382,063              --         360,937
                                                                 ------------    ------------    ------------
        Net cash provided by financing activities                  19,603,227          28,895         796,172
                                                                 ------------    ------------    ------------
        Net increase in cash and cash equivalents                  12,818,735          32,867          83,636

Cash and cash equivalents at beginning of year                        148,962         116,095          32,459
                                                                 ------------    ------------    ------------
Cash and cash equivalents at end of year                         $ 12,967,697    $    148,962    $    116,095
                                                                 ============    ============    ============

Supplemental disclosure of cash flow information:
    Cash paid for interest                                       $     40,769    $     48,751    $     93,559
                                                                 ============    ============    ============
    Cash paid for taxes, net of refunds receivable               $  4,770,100    $  1,055,730    $    451,182
                                                                 ============    ============    ============

Supplemental disclosure of non-cash financing activities:
    Discount on long-term debt for detachable warrants           $  1,155,157    $         --    $         --
                                                                 ============    ============    ============
    Warrants issued for deferred financing costs                 $    416,525    $         --    $         --
                                                                 ============    ============    ============



See accompanying notes to condensed financial information of registrant.



                                      S-3
   40


                            TIDEL TECHNOLOGIES, INC.
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                              (PARENT COMPANY ONLY)
             NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT


(A) LONG-TERM DEBT AND CONVERTIBLE DEBENTURES

Long-term debt and convertible debentures consisted of the following at
September 30, 2000 and 1999:



                                                              2000            1999
                                                          ------------    ------------
                                                                    
Term note payable to bank, payable in quarterly
   installments of $32,000 plus accrued interest
   at 8.4% through May 31, 2003 .......................        352,000         480,000
Convertible debentures, due September 2004,
   less unamortized discount of $1,155,157,
   interest payable quarterly at 6% ...................     16,844,843              --
                                                          ------------    ------------
Total .................................................     17,196,843         480,000
   Less: current maturities ...........................       (128,000)       (128,000)
                                                          ------------    ------------
Total, less current maturities ........................   $ 17,068,843    $    352,000
                                                          ============    ============


(B) GUARANTEES

The parent company and its subsidiaries have guaranteed the revolving credit
note issued by its wholly owned operating company, Tidel Engineering, L.P., to a
bank in the maximum principal amount of $7,000,000 due April 30, 2002 (the
"Revolving Credit Note"). At September 30, 2000, $5,200,000 was outstanding
pursuant to the Revolving Credit Note. Subsequent to September 30, 2000, the
Company amended the credit agreement to increase the line of credit to
$10,000,000.

(C) DIVIDENDS FROM SUBSIDIARIES

No dividends have been paid to the parent company by its subsidiaries as of
September 30, 2000. The Company's wholly owned operating company, Tidel
Engineering, L.P., is restricted from paying dividends to the parent company and
its subsidiaries pursuant to the Revolving Credit Note.

(D) INCOME TAXES

The parent company and its subsidiaries (collectively the "Companies") have
entered into a tax sharing agreement providing that each of the Companies will
be responsible for its tax liability for the years that the Companies were
included in the parent company's consolidated income tax returns. Income taxes
have been allocated to each of the Companies based on its pretax income and
calculated on a separate company basis. Further, the agreement provides for
reimbursements to the parent company for payment of the consolidated tax
liability based on the allocations, and compensates each of the Companies for
use of its losses or tax credits. As a result of the agreement, the parent
company recognized tax benefits of $785,228, $325,000 and $1,114,150 for the
years ended September 30, 2000, 1999 and 1998, respectively.


                                      S-4
   41


                            TIDEL TECHNOLOGIES, INC.
                  CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                              (PARENT COMPANY ONLY)
             NOTES TO CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                   (CONTINUED)


(E) AFFILIATED TRANSACTIONS

From time to time, the Company provides certain administrative and clerical
services to three entities with which certain directors have an affiliation.
Fees earned by the Company for these services were $26,000 and $42,000 for the
years ended September 30, 1999 and 1998; however, the Company earned no such
fees for the year ended September 30, 2000. Amounts due to the Company from
these entities totaled $238,207 and $260,532 at September 30, 2000 and 1999,
respectively.

In September 2000, the Company loaned $141,600 to Michael F. Hudson, Executive
Vice President of the Company, in a six-month promissory note bearing interest
at 10% per annum. Subsequent to September 2000, the Company loaned Mr. Hudson an
additional $100,000 on similar terms and conditions.

The subsidiaries paid annual management fees to the parent company in the
aggregate amount of $250,000, $180,000 and $180,000 during the fiscal years
ended September 30, 2000, 1999 and 1998, respectively. In addition, the parent
company bills the subsidiaries for direct expenses paid on their behalf and from
time to time makes interest bearing advances for working capital purposes.



                                      S-5
   42


                                                                     SCHEDULE II

                    TIDEL TECHNOLOGIES, INC. AND SUBSIDIARIES
                        VALUATION AND QUALIFYING ACCOUNTS




                                                              ADDITIONS
                                               BALANCE AT     CHARGED TO     CHARGED TO                    BALANCE AT
                                                BEGINNING     COSTS AND        OTHER                         END OF
         CLASSIFICATION                         OF PERIOD      EXPENSES       ACCOUNTS      DEDUCTIONS       PERIOD
         --------------                       ------------   ------------   ------------   ------------   ------------
                                                                                           

For the year ended September 30, 2000:
        Allowance for doubtful accounts       $    566,917   $    500,000   $         --   $    618,880   $    448,037
        Inventory reserve                           84,710        370,000             --        167,292        287,418
                                              ------------   ------------   ------------   ------------   ------------
                                              $    651,627   $    870,000   $         --   $    786,172   $    735,455
                                              ============   ============   ============   ============   ============

For the year ended September 30, 1999:
        Allowance for doubtful accounts       $    693,613   $         --   $         --   $    126,696   $    566,917
        Inventory reserve                          495,000         80,000             --        490,290         84,710
                                              ------------   ------------   ------------   ------------   ------------
                                              $  1,188,613   $     80,000   $         --   $    616,986   $    651,627
                                              ============   ============   ============   ============   ============

For the year ended September 30, 1998:
        Allowance for doubtful accounts       $    750,347   $     50,000   $     16,435   $    123,169   $    693,613
        Inventory reserve                          512,000         40,000             --         57,000        495,000
                                              ------------   ------------   ------------   ------------   ------------
                                              $  1,262,347   $     90,000   $         --   $    180,169   $  1,188,613
                                              ============   ============   ============   ============   ============





                                      S-6
   43


                                INDEX TO EXHIBITS


EXHIBITS
Except as otherwise indicated, the following documents are incorporated by
reference as Exhibits to this Report [the inclusion of certain Exhibits herein
through incorporation by reference to "Form 10 of the Company" refer in each
case to the indicated Exhibits as listed in Item 15.2 of the Company's Form 10
dated November 7, 1988 as amended by Form 8 dated February 2, 1989]:


      Exhibit
      Number                                Description
      -------                               -----------

        3.01.              Copy of Certificate of Incorporation of American
                           Medical Technologies, Inc. (filed as Articles of
                           Domestication with the Secretary of State, State of
                           Delaware on November 6, 1987 and incorporated by
                           reference to Exhibit 2 to Form 10 of the Company).

        3.02.              Copy of By-Laws of the Company (incorporated by
                           reference to Exhibit 3 to Form 10 of the Company).

        3.03.              Amendment to Certificate of Incorporation dated July
                           16, 1997 (incorporated by reference to Exhibit 3 of
                           the Company's Report on Form 10-Q for the quarterly
                           period ended June 30, 1997).

        4.01.              Copy of form of series BOD common stock purchase
                           warrants of the Company issued to each of the seven
                           directors of the Company as of October 23, 1995, each
                           such warrant providing for the purchase of 50,000
                           shares of common stock at an exercise price of $0.625
                           per share (incorporated by reference to Exhibit 4.15.
                           of the Company's Report on Form 10-K for the year
                           ended September 30, 1995).

        4.02.              Credit Agreement dated April 1, 1999 by and among
                           Tidel Engineering, L.P., Tidel Technologies, Inc. and
                           Chase Bank of Texas, N.A. (incorporated by reference
                           to Exhibit 4.02 of the Company's Report on Form 10-K
                           for the year ended September 30, 1999).

        4.03.              Promissory Note dated April 1, 1999 executed by Tidel
                           Engineering, L.P. payable to the order of Chase Bank
                           of Texas Commerce, N.A. (incorporated by reference to
                           Exhibit 4.03 of the Company's Report on Form 10-K for
                           the year ended September 30, 1999).

        4.04.              Term Note dated April 1, 1999, executed by Tidel
                           Engineering, L.P. and Tidel Technologies, Inc.
                           payable to the order of Chase Bank of Texas, N.A.
                           (incorporated by reference to Exhibit 4.04 of the
                           Company's Report on Form 10-K for the year ended
                           September 30, 1999).

                                      E-1
   44

        4.05.              Security Agreement (Personal Property) dated as of
                           April 1, 1999, by and between Tidel Engineering, L.P.
                           and Chase Bank of Texas, N.A. (incorporated by
                           reference to Exhibit 4.05 of the Company's Report on
                           Form 10-K for the year ended September 30, 1999).

        4.06.              Security Agreement (Personal Property) dated as of
                           April 1, 1999, by and between Tidel Cash Systems,
                           Inc. and Chase Bank of Texas, N.A. (incorporated by
                           reference to Exhibit 4.06 of the Company's Report on
                           Form 10-K for the year ended September 30, 1999).

        4.07.              Security Agreement (Personal Property) dated as of
                           April 1, 1999, by and between Tidel Services, Inc.
                           and Chase Bank of Texas, N.A. (incorporated by
                           reference to Exhibit 4.07 of the Company's Report on
                           Form 10-K for the year ended September 30, 1999).

        4.08.              Unconditional Guaranty Agreement dated April 1, 1999
                           executed by Tidel Technologies, Inc. for the benefit
                           of Chase Bank of Texas, N.A. (incorporated by
                           reference to Exhibit 4.08 of the Company's Report on
                           Form 10-K for the year ended September 30, 1999).

        4.09.              Unconditional Guaranty Agreement dated April 1, 1999
                           executed by Tidel Services, Inc. for the benefit of
                           Chase Bank of Texas, N.A. (incorporated by reference
                           to Exhibit 4.09 of the Company's Report on Form 10-K
                           for the year ended September 30, 1999).

        4.10.              Unconditional Guaranty Agreement dated April 1, 1999
                           executed by Tidel Cash Systems, Inc. for the benefit
                           of Chase Bank of Texas, N.A. (incorporated by
                           reference to Exhibit 4.10 of the Company's Report on
                           Form 10-K for the year ended September 30, 1999).

        4.11.              Pledge and Security Agreement (Stock) dated April 1,
                           1999 executed by Tidel Technologies, Inc. for the
                           benefit of Chase Bank of Texas, N.A. (incorporated by
                           reference to Exhibit 4.11 of the Company's Report on
                           Form 10-K for the year ended September 30, 1999).

        4.12.              Pledge and Security Agreement (Limited Partnership
                           Interest) dated April 1, 1999 executed by Tidel
                           Services, Inc. for the benefit of Chase Bank of
                           Texas, N.A. (incorporated by reference to Exhibit
                           4.12 of the Company's Report on Form 10-K for the
                           year ended September 30, 1999).

        4.13.              Pledge and Security Agreement (Limited Partnership
                           Interest) dated April 1, 1999 executed by Tidel Cash
                           Systems, Inc. for the benefit of Chase Bank of Texas,
                           N.A. (incorporated by reference to Exhibit 4.13 of
                           the Company's Report on Form 10-K for the year ended
                           September 30, 1999).

        4.14.              Patent Assignment dated as of March 31, 1999 executed
                           by Tidel Engineering, Inc. to Tidel Engineering, L.P.
                           (incorporated by reference to

                                      E-2
   45


                           Exhibit 4.14 of the Company's Report on Form 10-K for
                           the year ended September 30, 1999).

        4.15.              Patent Security Agreement dated April 1, 1999
                           executed by Tidel Engineering, L.P. for the benefit
                           of Chase Bank of Texas, N.A. (incorporated by
                           reference to Exhibit 4.15 of the Company's Report on
                           Form 10-K for the year ended September 30, 1999).

        4.16.              Trademark Assignment dated as of March 31, 1999
                           executed by Tidel Engineering, Inc. to Tidel
                           Engineering, L.P. (incorporated by reference to
                           Exhibit 4.16 of the Company's Report on Form 10-K for
                           the year ended September 30, 1999).

        4.17.              Trademark Security Agreement dated April 1, 1999
                           executed by Tidel Engineering, L.P. for the benefit
                           of Chase Bank of Texas, N.A. (incorporated by
                           reference to Exhibit 4.17 of the Company's Report on
                           Form 10-K for the year ended September 30, 1999).

        4.18.              Revolving Credit Note dated September 30, 1999
                           executed by Tidel Engineering, L.P. payable to the
                           order of Chase Bank of Texas, Inc. (incorporated by
                           reference to Exhibit 4.18 of the Company's Report on
                           Form 10-K for the year ended September 30, 1999).

        4.19.              First Amendment to Credit Agreement dated April 1,
                           1999 by and between Tidel Engineering, L.P., Tidel
                           Technologies, Inc. and Chase Bank of Texas, N.A.
                           (incorporated by reference to Exhibit 4.19 of the
                           Company's Report on Form 10-K for the year ended
                           September 30, 1999).

        4.20.              Form of Convertible Debenture dated September 8, 2000
                           (incorporated by reference to Exhibit 4.1 of the
                           Company's Report on Form 8-K dated September 8,
                           2000).

        4.21.              Form of Common Stock Purchase Warrant dated September
                           8, 2000 (incorporated by reference to Exhibit 4.2 of
                           the Company's Report on Form 8-K dated September 8,
                           2000).

       10.01.              Copy of 1989 Incentive Stock Option Plan of the
                           Company (incorporated by reference to Appendix A of
                           the Company's Proxy Statement filed under Regulation
                           14A with respect to the Annual Meeting of
                           Shareholders held June 13, 1989).



                                      E-3
   46


       10.02.              Copy of Lease Agreement dated February 21, 1992
                           between the Company, as Lessee, and San Felipe Plaza,
                           Ltd., as Lessor, related to the occupancy of the
                           Company's executive offices (incorporated by
                           reference to Exhibit 10.10. of the Company's Report
                           on Form 10-K for the year ended September 30, 1992).

       10.03.              Copy of Lease dated as of December 9, 1994 (together
                           with the Addendum and Exhibits thereto) between
                           Booth, Inc., a Texas corporation, as Landlord and
                           Tidel Engineering, Inc., as Tenant, covering
                           approximately 65,000 square feet of manufacturing and
                           office premises at 2310 McDaniel Drive, Carrollton,
                           Texas (incorporated by reference to Exhibit 10.7. of
                           the Company's Report on Form 10-K for the year ended
                           September 30, 1994).

       10.04.              Copy of Agreement dated October 30, 1991 between ACS
                           and Tidel Engineering, Inc. (incorporated by
                           reference to Exhibit 10.14. of the Company's Report
                           on Form 10-K for the year ended September 30, 1992).

       10.05.              Copy of EFT Processing Services Agreement dated
                           February 3, 1995 by, between and among Affiliated
                           Computer Services, Inc. ("ACS"), AnyCard
                           International, Inc. and the Company related to the
                           electronic fund transfer services to be provided by
                           ACS to AnyCard (incorporated by reference to Exhibit
                           10.9. of the Company's Report on Form 10-K for the
                           year ended September 30, 1995).

       10.06.              Copy of Amendment No. 1 dated as of September 14,
                           1995 to Exhibit 10.05. above (incorporated by
                           reference to Exhibit 10.10. of the Company's Report
                           on Form 10-K for the year ended September 30, 1995).

       10.07.              Copy of Purchase Agreement dated February 3, 1995
                           between ACS and AnyCard International, Inc. related
                           to the purchase by ACS of AnyCard Systems
                           (incorporated by reference to Exhibit 10.11. of the
                           Company's Report on Form 10-K for the year ended
                           September 30, 1995).

       10.08.              Copy of Amendment No. 1 dated as of September 14,
                           1995 to Exhibit 10.07. above (incorporated by
                           reference to Exhibit 10.12. of the Company's Report
                           on Form 10-K for the year ended September 30, 1995).

       10.09.              Copy of Amendment No. 2 dated as of September 15,
                           1997 to Exhibit 10.02. above (incorporated by
                           reference to Exhibit 10.14. of the Company's report
                           on Form 10-K for the year ended September 30, 1997).

       10.10.              Convertible Debenture Purchase Agreement dated
                           September 8, 2000 by and between the Registrant and
                           Montrose Investments Ltd. (incorporated by reference
                           to Exhibit 10.1 of the Company's Report on Form 8-K
                           dated September 8, 2000).


                                      E-4
   47


       10.11.              Registration Rights Agreement dated September 8, 2000
                           by and between the Registrant and Montrose
                           Investments Ltd. (incorporated by reference to
                           Exhibit 10.2 of the Company's Report on Form 8-K
                           dated September 8, 2000).

       10.12.              Subordination Agreement dated September 8, 2000 by
                           and among the Registrant, Tidel Engineering, L.P.,
                           Montrose Investments Ltd. and The Chase Manhattan
                           Bank (incorporated by reference to Exhibit 10.3 of
                           the Company's Report on Form 8-K dated September 8,
                           2000).

       10.13.              Second Amendment to Credit Agreement dated September
                           8, 2000 by and among the Registrant, Tidel
                           Engineering, L.P. and The Chase Manhattan Bank
                           (incorporated by reference to Exhibit 10.4 of the
                           Company's Report on Form 8-K dated September 8,
                           2000).

       21.01.              The Registrant has three subsidiaries doing business
                           in the names set forth below:

                                                           State of     Percent
                           Name                         Incorporation    Owned
                           ----                         -------------    -----

                           Tidel Cash Systems, Inc.        Delaware      100%
                           AnyCard International, Inc.     Delaware      100%
                           Tidel Services, Inc.            Delaware      100%

      *27.01.              Financial data schedule.

       99.01.              Employment agreement, dated January 1, 2000, between
                           the Company and James T. Rash (incorporated by
                           reference to Exhibit 99.1 of the Company's Report on
                           Form 10-Q for the quarterly period ended March 31,
                           2000).

       99.02.              Employment agreement, dated January 1, 2000, between
                           Tidel Engineering, L.P. and Mark K. Levenick
                           (incorporated by reference to Exhibit 99.2 of the
                           Company's Report on Form 10-Q for the quarterly
                           period ended March 31, 2000).

       99.03.              Employment agreement, dated January 1, 2000, between
                           Tidel Engineering, L.P. and Michael F. Hudson
                           (incorporated by reference to Exhibit 99.3 of the
                           Company's Report on Form 10-Q for the quarterly
                           period ended March 31, 2000).

    ----------------

    * -- Filed herewith.

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