SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

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

       Date of report (Date of earliest event reported): December 13, 2005

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

                        Pennsylvania 33-70992 23-2679963

(State or other                 (Commission File              (I.R.S. Employer
jurisdiction of                      Number)                 Identification No.)
incorporation or
 organization)

                          100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355
              (Address of principal executive offices and zip code)

        Registrant's telephone number, including area code: 610-989-0340

                                       n/a
           Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

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

<PAGE>

ITEM 3.02. UNREGISTERED SALES OF SECURITIES

      On December 13, 2005, USA Technologies, Inc. ("USA") sold 40,000,000
shares of its common stock ("Common Stock") at a price of $.10 per share for an
aggregate of $4,000,000. The shares of Common Stock were purchased by certain
clients of Wellington Management Company, LLP, ("Wellington Management") a large
Boston-based institutional manager. Prior to the private placement, certain
clients of Wellington Management had purchased 31,000,000 shares of Common Stock
in the open market, and therefore clients of Wellington Management currently
hold, in the aggregate, 71,000,000 shares of USA Common Stock. The private
placement offering was conducted by USA pursuant to the exemption from
registration set forth in Rule 506 promulgated under the Securities Act of 1933,
as amended (the "Act"). The Common Stock sold in the private placement offering
has not been registered under the Act and may not be offered or sold absent
registration or an applicable exemption from such registration requirements. USA
has agreed to use its best efforts to register for resale under the Act all of
the Common Stock sold in the private placement offering.

      As a condition of the investment, USA has approved and has called for a
special meeting of its shareholders to consider a proposal to effectuate a
1-for-100 reverse split of USA's Common Stock. Pursuant thereto, and assuming
approval by the shareholders, each one hundred shares of USA's Common Stock
would be exchanged for one share of USA Common Stock.

      The summary description of the financing described above does not purport
to be complete and is qualified in its entirety by reference to Stock Purchase
Agreement filed as an Exhibit hereto.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (d) Exhibits.

            4.1 Stock Purchase Agreement dated December 13, 2005, by and between
USA Technologies, Inc. and Wellington Management Company, LLP, as investment
advisor, to certain of its clients.

<PAGE>

            99.1 Press Release issued by the Company dated December 20, 2005

                                   SIGNATURES

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

                                                     USA TECHNOLOGIES, INC.


                                                 By: /s/ George R. Jensen, Jr.
                                                     -------------------------
                                                     George R. Jensen, Jr.
                                                     Chief Executive Officer

Dated: December 19, 2005
{"company-data": {"conformed-name": "USA TECHNOLOGIES INC", "cik": "0000896429", "assigned-sic": "3578", "irs-number": "232679963", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50054", "film-number": "051273559"}, "business-address": {"street1": "100 DEERFIELD LANE", "street2": "SUITE 140", "city": "MALVERN", "state": "PA", "zip": "19355", "phone": "6109890340"}, "mail-address": {"street1": "100 DEERFIELD LANE", "street2": "SUITE 140", "city": "MALVERN", "state": "PA", "zip": "19355"}, "former-company": {"former-conformed-name": "USA ENTERTAINMENT CENTER INC", "date-changed": "19931029"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

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

       Date of report (Date of earliest event reported): December 13, 2005

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

                        Pennsylvania 33-70992 23-2679963

(State or other                 (Commission File              (I.R.S. Employer
jurisdiction of                      Number)                 Identification No.)
incorporation or
 organization)

                          100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355
              (Address of principal executive offices and zip code)

        Registrant's telephone number, including area code: 610-989-0340

                                       n/a
           Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

--------------------------------------------------------------------------------
ITEM 3.02. UNREGISTERED SALES OF SECURITIES

      On December 13, 2005, USA Technologies, Inc. ("USA") sold 40,000,000
shares of its common stock ("Common Stock") at a price of $.10 per share for an
aggregate of $4,000,000. The shares of Common Stock were purchased by certain
clients of Wellington Management Company, LLP, ("Wellington Management") a large
Boston-based institutional manager. Prior to the private placement, certain
clients of Wellington Management had purchased 31,000,000 shares of Common Stock
in the open market, and therefore clients of Wellington Management currently
hold, in the aggregate, 71,000,000 shares of USA Common Stock. The private
placement offering was conducted by USA pursuant to the exemption from
registration set forth in Rule 506 promulgated under the Securities Act of 1933,
as amended (the "Act"). The Common Stock sold in the private placement offering
has not been registered under the Act and may not be offered or sold absent
registration or an applicable exemption from such registration requirements. USA
has agreed to use its best efforts to register for resale under the Act all of
the Common Stock sold in the private placement offering.

      As a condition of the investment, USA has approved and has called for a
special meeting of its shareholders to consider a proposal to effectuate a
1-for-100 reverse split of USA's Common Stock. Pursuant thereto, and assuming
approval by the shareholders, each one hundred shares of USA's Common Stock
would be exchanged for one share of USA Common Stock.

      The summary description of the financing described above does not purport
to be complete and is qualified in its entirety by reference to Stock Purchase
Agreement filed as an Exhibit hereto.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (d) Exhibits.

            4.1 Stock Purchase Agreement dated December 13, 2005, by and between
USA Technologies, Inc. and Wellington Management Company, LLP, as investment
advisor, to certain of its clients.
99.1 Press Release issued by the Company dated December 20, 2005

                                   SIGNATURES

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

                                                     USA TECHNOLOGIES, INC.

                                                 By: /s/ George R. Jensen, Jr.
                                                     -------------------------
                                                     George R. Jensen, Jr.
                                                     Chief Executive Officer

Dated: December 19, 2005