[LURIO & ASSOCIATES, P.C. LETTERHEAD]
December 17, 2007
VIA ELECTRONIC FILING
LaTonya Reynolds, Esquire
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549
| RE: USA Technologies, Inc. Registration Statement on Form S-1 Filed November 16, 2007 File No. 333-147465 Form 10-K for Fiscal Year Ended June 30, 2007 Filed September 27, 2007 Form 10-Q for Fiscal Quarter Ended September 30, 2007 Filed November 13, 2007 File No. 001-33365 |
Dear Ms. Reynolds:
This office represents USA Technologies, Inc. (the “Company”).
This letter responds to the staff’s comment letter dated December
13, 2007 relating to the above-captioned registration statement and
periodic filings.
Form 10-K for Fiscal Year Ended June 30, 2007
Item 9A. Controls and Procedures, Page 33
This will confirm that as of the end of the period covered
by the Form 10-K for the fiscal year ended June 30, 2007, the
Company’s disclosure controls and procedures were effective to
ensure that the information required to be disclosed by the
Company in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in
the Commission’s rules and forms and to ensure that information
required to be disclosed by the Company in the reports that it
files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to the Company’s management,
including its principal executive and principal financial
officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
This will also confirm that the Company intends to include
the entire foregoing statement in the controls and procedures
section of the Company’s subsequent periodic reports or any
amendments to the Company’s previously filed periodic reports.
This will also confirm that the entire foregoing statement
applies as of the end of the period covered by the Form 10-Q for
the fiscal quarter ended September 30, 2007.
Please contact the undersigned directly at (215) 665-9300
(extension 105) with any questions you may have regarding this
letter.
| Sincerely, | ||
| /s/ Douglas M. Lurio | ||
| Douglas M. Lurio | ||
| cc: | Mr. George R. Jensen, Jr. |
USA Technologies, Inc.
100 Deerfield Lane, Suite 140
Malvern, Pennsylvania 19355
December 17, 2007
| LaTonya Reynolds, Esquire Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: USA Technologies, Inc. (the “Company”) Registration Statement on Form S-1 Registration Statement No. 333-147465 Dear Ms. Reynolds: We respectfully request that the Commission, acting pursuant to Section 8(a) of the Securities Act of 1933, and Rule 461, enter an appropriate order making the above-captioned Registration Statement (the “Registration Statement”) effective on Thursday, December 20, 2007 at 1:00 p.m., or as soon thereafter as practicable. We hereby confirm that we are aware of our statutory responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, as they relate to the Registration Statement. We hereby acknowledge that should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, we do not foreclose the Commission from taking any action with respect to the Registration Statement. We further acknowledge that the actions of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement. We further acknowledge that the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | |
| /s/ George R. Jensen, Jr. | |
| George R. Jensen, Jr. | |
| Chairman and Chief Executive | |
| Officer |