================================================================================

                       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): April 11, 2006

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

       Pennsylvania              000-50054              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  5.05  Amendments  to the  Registrant's  Code of  Ethics,  or  Waiver  of a
Provision of the Code of Ethics

On and effective  April 11, 2006, the Board of USA  Technologies,  Inc.  ("USA")
approved a revised and restated Code of Business Conduct and Ethics (the "Code")
that applies to all employees, officers and directors of USA.

      The revisions consist of technical and non-substantive  amendments as well
as the addition of the following:

      o     Section   6,   titled    "Conflict   of   Interest   and   Corporate
            Opportunities,"  clarifies  USA's policy on conflicts of interest by
            providing some instances when conflicts may arise,  and by requiring
            employees, officers and directors to disclose such conflicts.

      o     Section 6 was also  added to clarify  that the use of USA  property,
            information or position for personal gain is improper.

      o     The restated  Code  provides  for a  Compliance  Officer who will be
            responsible for enforcement of the Code.

      The revised and restated Code is annexed to this report as Exhibit 14.1.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (d)   Exhibits.

            14.1  USA Technologies, Inc. Code of Business Conduct and Ethics

<PAGE>

                                   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:  April 17, 2006


<PAGE>

                                  EXHIBIT INDEX

Exhibit No.     Description

14.1            USA Technologies, Inc. Code of Business Conduct and Ethics
{"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": "06761734"}, "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): April 11, 2006

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

       Pennsylvania              000-50054              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  5.05  Amendments  to the  Registrant's  Code of  Ethics,  or  Waiver  of a
Provision of the Code of Ethics

On and effective  April 11, 2006, the Board of USA  Technologies,  Inc.  ("USA")
approved a revised and restated Code of Business Conduct and Ethics (the "Code")
that applies to all employees, officers and directors of USA.

      The revisions consist of technical and non-substantive  amendments as well
as the addition of the following:

      o     Section   6,   titled    "Conflict   of   Interest   and   Corporate
            Opportunities,"  clarifies  USA's policy on conflicts of interest by
            providing some instances when conflicts may arise,  and by requiring
            employees, officers and directors to disclose such conflicts.

      o     Section 6 was also  added to clarify  that the use of USA  property,
            information or position for personal gain is improper.

      o     The restated  Code  provides  for a  Compliance  Officer who will be
            responsible for enforcement of the Code.

      The revised and restated Code is annexed to this report as Exhibit 14.1.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (d)   Exhibits.

            14.1  USA Technologies, Inc. Code of Business Conduct and Ethics
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:  April 17, 2006
EXHIBIT INDEX

Exhibit No.     Description

14.1            USA Technologies, Inc. Code of Business Conduct and Ethics