USA Technologies, Inc.
100 Deerfield Lane, Suite 140
Malvern, Pennsylvania 19355
December 20, 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:
This will follow up with your telephone conversation of this
morning with our counsel, Douglas M. Lurio, Esquire, regarding the
Company’s acceleration request dated December 17, 2007, relating to
the above-captioned Registration Statement. This will confirm that
the Company acknowledges that the Company may not assert staff
comments and 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.
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Very truly yours, /s/ George R. Jensen, Jr. |