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): July 7, 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a) On July 7, 2005, the Company dismissed Ernst & Young LLP as the Company's
independent registered public accounting firm. The Audit Committee of the Board
of Directors of the Company participated in and approved the decision.

The reports issued by Ernst & Young LLP on the financial statements of the
Company for the fiscal years ended June 30, 2004 and 2003, did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles, except the reports were
qualified as to a going concern uncertainty.

During the fiscal years ended June 30, 2004 and 2003, and through July 7, 2005,
there were no disagreements with Ernst & Young LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures, which disagreements, if not resolved to Ernst & Young LLP's
satisfaction, would have caused Ernst & Young LLP to make reference to the
subject matter of the disagreements in its reports on the Company's financial
statements for such fiscal years.

During the fiscal years ended June 30, 2004 and 2003, and through July 7, 2005,
there have been no "reportable events" as defined in Item 304(a)(1)(v) of
Regulation S-K.

The Company has requested Ernst & Young LLP to furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether Ernst &
Young LLP agrees with the above statements and, if not, stating the respects in
which it does not agree. A copy of such letter is filed as an Exhibit to this
Form 8-K.

(b) On July 7, 2005, the Company engaged Goldstein Golub Kessler LLP as the
Company's new independent registered public accounting firm to audit the
Company's financial statements.

During the fiscal years ended June 30, 2004 and 2003, and through July 7, 2005,
neither the Company nor someone on its behalf consulted with Goldstein Golub
Kessler LLP regarding (i) either: the application of accounting principles to a

<PAGE>

specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements; or (ii)
any matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions), or a reportable
event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits.

            16.1  Letter of Ernst & Young LLP dated July 13, 2005, regarding
                  change in certifying accountant

<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:  July 13, 2005

                                  EXHIBIT INDEX

Exhibit
No.                                   Description
-------                               -----------

16.1           Letter of Ernst & Young LLP dated July 13, 2005, regarding
               change in certifying accountant
{"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": "05951354"}, "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): July 7, 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a) On July 7, 2005, the Company dismissed Ernst & Young LLP as the Company's
independent registered public accounting firm. The Audit Committee of the Board
of Directors of the Company participated in and approved the decision.

The reports issued by Ernst & Young LLP on the financial statements of the
Company for the fiscal years ended June 30, 2004 and 2003, did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles, except the reports were
qualified as to a going concern uncertainty.

During the fiscal years ended June 30, 2004 and 2003, and through July 7, 2005,
there were no disagreements with Ernst & Young LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures, which disagreements, if not resolved to Ernst & Young LLP's
satisfaction, would have caused Ernst & Young LLP to make reference to the
subject matter of the disagreements in its reports on the Company's financial
statements for such fiscal years.

During the fiscal years ended June 30, 2004 and 2003, and through July 7, 2005,
there have been no "reportable events" as defined in Item 304(a)(1)(v) of
Regulation S-K.

The Company has requested Ernst & Young LLP to furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether Ernst &
Young LLP agrees with the above statements and, if not, stating the respects in
which it does not agree. A copy of such letter is filed as an Exhibit to this
Form 8-K.

(b) On July 7, 2005, the Company engaged Goldstein Golub Kessler LLP as the
Company's new independent registered public accounting firm to audit the
Company's financial statements.

During the fiscal years ended June 30, 2004 and 2003, and through July 7, 2005,
neither the Company nor someone on its behalf consulted with Goldstein Golub
Kessler LLP regarding (i) either: the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements; or (ii)
any matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions), or a reportable
event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits.

            16.1  Letter of Ernst & Young LLP dated July 13, 2005, regarding
                  change in certifying accountant
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:  July 13, 2005

                                  EXHIBIT INDEX

Exhibit
No.                                   Description
-------                               -----------

16.1           Letter of Ernst & Young LLP dated July 13, 2005, regarding
               change in certifying accountant