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): March 17, 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 7.01.  Regulation FD Disclosure.

      On March 17, 2005, USA Technologies, Inc. held its annual meeting of
shareholders. The full text of the speech of George R. Jensen, Jr., Chief
Executive Officer and Chairman, presented at the meeting is attached as Exhibit
99.1 to this Current Report on Form 8-K.

      Statements in Exhibit 99.1 that are not strictly historical are "forward
looking" statements within the meaning of the safe harbor provisions of the
federal securities laws. Investors are cautioned that such statements are only
predictions, and speak only as of March 17, 2005, the date of the presentation.
USA Technologies does not assume any obligation to update such information in
the future. USA Technologies' actual results in the future may differ materially
from those projected in the forward looking statements due to risks and
uncertainties that exist in USA Technologies' operations and business
environment including but not limited to: the ability to achieve positive cash
flow or to ever operate profitably, including the ability to keep expenses at
current levels; the ability to maintain or increase revenues in the future; the
ability to install our products or sell our products in the future, including
the eZ-APN, VMIQ2, e-Suds machines, Sony kiosks, or our energy management
products; the risk of commercialization of USA's Technologies' products; and
whether our patents are valuable and actually would present licensing
opportunities.

                                   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:  March 22, 2005



<PAGE>




EXHIBIT INDEX

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

99.1               Speech of George R. Jensen, Jr. at March 17, 2005 Annual
                   Shareholder's Meeting
{"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": "05696665"}, "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): March 17, 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 7.01.  Regulation FD Disclosure.

      On March 17, 2005, USA Technologies, Inc. held its annual meeting of
shareholders. The full text of the speech of George R. Jensen, Jr., Chief
Executive Officer and Chairman, presented at the meeting is attached as Exhibit
99.1 to this Current Report on Form 8-K.

      Statements in Exhibit 99.1 that are not strictly historical are "forward
looking" statements within the meaning of the safe harbor provisions of the
federal securities laws. Investors are cautioned that such statements are only
predictions, and speak only as of March 17, 2005, the date of the presentation.
USA Technologies does not assume any obligation to update such information in
the future. USA Technologies' actual results in the future may differ materially
from those projected in the forward looking statements due to risks and
uncertainties that exist in USA Technologies' operations and business
environment including but not limited to: the ability to achieve positive cash
flow or to ever operate profitably, including the ability to keep expenses at
current levels; the ability to maintain or increase revenues in the future; the
ability to install our products or sell our products in the future, including
the eZ-APN, VMIQ2, e-Suds machines, Sony kiosks, or our energy management
products; the risk of commercialization of USA's Technologies' products; and
whether our patents are valuable and actually would present licensing
opportunities.

                                   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:  March 22, 2005
EXHIBIT INDEX

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

99.1               Speech of George R. Jensen, Jr. at March 17, 2005 Annual
                   Shareholder's Meeting