Replies to post #624 on USA Technologies Inc (USAT)

[FUNMAN]

Gileon7 is impossible to believe since Gileon7 cannot reconcile claims of falsified information with the documented financial progress in USAT's 10Q's and 10'K's.

Gileon7 should report disputes with USAT's audit committee. If Gileon7 receives no satisfaction, then the next step Gileon7 should take is to report the claims and misdeeds to the SEC.

Otherwise, Gileon7's assertions about the state of USAT today are irrelevant.


CHARTER OF THE
AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
USA TECHNOLOGIES, INC.
I. Purpose
The Audit Committee (the “Committee’) is appointed by the Board of Directors (the “Board”) of
USA Technologies, Inc. (the “Company”) to assist the Board in monitoring (1) the integrity of the
financial statements of the Company, (2) the independent auditor’s qualifications and
independence, (3) the performance of the Company’s internal audit function and independent
auditors, and (4) the compliance by the Company with legal and regulatory requirements.
The Committee shall prepare the report required by the rules of the Securities and Exchange
Commission (the “Commission”) to be included in the Company’s annual proxy statement.
II. Committee Membership Composition
A. The Audit Committee shall be comprised of three or more Directors (as determined from time
to time by the Board), each of whom shall meet the independence requirements of the Nasdaq
Stock Market, Inc. Each member of the Audit Committee shall have the ability to understand
fundamental financial statements. In addition, at least one member of the Audit Committee shall
have past employment experience in finance or accounting, professional certification in
accounting, or any other comparable experience or background which results in the individual’s
financial sophistication, including being or having been a chief executive officer, chief financial
officer, or other senior officer with financial oversight responsibilities. At least one member of
the Committee shall be an “audit committee financial expert” as defined by the Commission.
B. The members of the Committee shall be appointed by the Board and may be replaced by the
Board. Unless a Chairperson is elected by the Board, the members of the Committee may
designate a Chairperson by majority vote of the full Committee membership.
III. Meetings
The Committee shall meet as often as it determines, but not less frequently than quarterly and
each time the Company proposes to issue an earnings press release. The Committee shall meet
periodically with management, the internal auditors and the independent auditor in separate
executive sessions. The Committee may request any officer or employee of the Company or the
Company’s outside counsel or independent auditor to attend a meeting of the Committee or to
meet with any members of, or consultants to, the Committee.
IV. Responsibilities and Duties
The Committee shall have the sole authority to appoint or replace the independent auditor
(subject, if applicable, to shareholder ratification). The Committee shall be directly responsible
for the appointment, compensation, retention and oversight of the work of the independent
auditor (including resolution of disagreements between management and the independent auditor
regarding financial reporting) and any other registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other audit, review or attest services