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 12, 2006

                             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 5.02 Departure of Directors; Election of Directors; Appointment of
Principal Officers

(d) Mr. Albert Passner was appointed to the Board of Directors of the Company on
April 12, 2006, to fill the vacancy  resulting  from the increase in the size of
the Board of Directors to seven members.

      Mr. Passner is a consultant in the fields of physics and engineering. From
1969 to 2001,  Mr.  Passner was a member of the technical  staff at  Lucent/AT&T
Bell Labs. While at Lucent, Mr. Passner participated in many projects, including
designing   systems   in   electronics,    optics,   lasers,   pulsed   magnets,
electron-optics,  cryogenics  and thin  films.  In  addition,  Mr.  Passner  has
authored and co-authored more than fifty publications.  Prior to his thirty plus
years at  Lucent/AT&T  Bell  Labs,  Mr.  Passner  served as an  engineer  at RCA
(1961-1963),  and a  member  of  the  staff  at  Princeton-Penn  Accelerator  in
Princeton, New Jersey (1963-1969). He received a BS in Physics from CCNY in 1960
and an MS in Physics from NYU in 1966.

                                   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 13, 2006
{"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": "06758037"}, "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 12, 2006

                             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 5.02 Departure of Directors; Election of Directors; Appointment of
Principal Officers

(d) Mr. Albert Passner was appointed to the Board of Directors of the Company on
April 12, 2006, to fill the vacancy  resulting  from the increase in the size of
the Board of Directors to seven members.

      Mr. Passner is a consultant in the fields of physics and engineering. From
1969 to 2001,  Mr.  Passner was a member of the technical  staff at  Lucent/AT&T
Bell Labs. While at Lucent, Mr. Passner participated in many projects, including
designing   systems   in   electronics,    optics,   lasers,   pulsed   magnets,
electron-optics,  cryogenics  and thin  films.  In  addition,  Mr.  Passner  has
authored and co-authored more than fifty publications.  Prior to his thirty plus
years at  Lucent/AT&T  Bell  Labs,  Mr.  Passner  served as an  engineer  at RCA
(1961-1963),  and a  member  of  the  staff  at  Princeton-Penn  Accelerator  in
Princeton, New Jersey (1963-1969). He received a BS in Physics from CCNY in 1960
and an MS in Physics from NYU in 1966.

                                   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 13, 2006