UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
DC 20549
 
 
 FORM
10-KSB/A
 (Amendment
No. 1)
  (Mark
One)
  ý
              ANNUAL REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For the Fiscal Year ended
December 31, 2007
    ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For the Fiscal Year ended
December 31, 2007
  Commission File
No. 000-49723
  Money Centers of America,
Inc.
 (Name of
small business issuer in its charter)
 
 DELAWARE
              
              23-2929364(State
      orother
      jurisdiction of incorporation or organization)
              
              (IRS
      Employer Identification No.)
  700
South Henderson Road
 Suite
325
 King
of Prussia, PA 19406
 (Address
      of principal executive offices, Zip
Code)
 
 (610)
354-8888
 (Issuer's
telephone number)
 
 Section registered under Section
12(b) of the Exchange Act:None.
 
 
 Securities
      registered under
                Section 12(g)
      of the Exchange Act:
              
              Name
      of Each Exchange on Which Registered:Common
      Stock, par value $.01 per share
              
              None
 
 Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  ̈
  Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filings requirements for the past 90
days. Yes  ý No   ̈
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.      ý
  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes ̈ No ý
  The
registrant's revenues for the most recent fiscal year were $8,694,549.
  The
aggregate market value of the voting common stock held by non-affiliates of the
issuer as of March 31, 2008 was approximately $3,504,535 (based on the average
closing bid and asked prices of the registrant's common stock in the
over-the-counter market as of March 31, 2008.
  As of
March 31, 2008, 31,751,832 shares of the issuer's common stock, par value $.01
per share, were issued and outstanding.
  Documents
Incorporated by Reference:  None.
  
 Explanatory
Note
  Money
Centers of America, Inc. (the “Company”) is filing this Amendment No. 1 on Form
10-K/A (“Amendment No. 1”) to amend its Annual Report on Form 10-K for the
fiscal year ended December 31, 2007 originally filed with the Securities and
Exchange Commission (the “SEC”) on April 15, 2008 (the “Original Filing”), to
add item 8A(T) which was inadvertently omitted from the Original
Filing.
  This
Amendment No. 1 amends only the items of the Original Filing as specified above,
and all other portions of the Original Filing remain in effect and have not been
amended to reflect events and developments since the original April 15, 2008
filing date.  In accordance with Rule 12b-15 of the Exchange Act, this
Amendment No. 1 on Form 10-KSB/A sets forth the complete text of Item 8A(T) of
Part II of the Registrant’s Form 10-KSB for the year ended December 31, 2007, as
amended, and also includes new Rule 13a-14(a)/15d-14(a) and Rule
13a-14(b)/15d-14(b) certifications as Exhibits 31.1, 31.2, and
32.1.
   
 PART  II
  ITEM
8A(T).      CONTROLS AND PROCEDURES.
  Evaluation
of Disclosure Controls and Procedures.
  As of
December 31, 2007, our Chief Executive Officer and our Chief Financial Officer
evaluated the effectiveness of our disclosure controls and procedures pursuant
to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").  Based upon that evaluation, our Chief
Executive Officer and our Chief Financial Officer concluded that, as of December
31, 2007, our disclosure controls and procedures were effective in ensuring that
material information required to be disclosed in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms, including ensuring that such material information is
accumulated and communicated to our President and our Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosure.
  Changes
in Internal Control Over Financial Reporting
  During
the quarter ended December 31, 2007, there were no changes in our internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
  Management's
Annual Report on Internal Control Over Financial Reporting
  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Exchange Act Rule
13a - 15(f).  Our internal control system was designed to provide
reasonable assurance to our management and the Board of Directors regarding the
preparation and fair presentation of published financial
statements.  All internal control systems, no matter how well
designed, have inherent limitations.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.  Our management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2007.  In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control - Integrated Framework - Guidance for
Smaller Public Companies.  Based on our assessment we believe that, as
of December 31, 2007, our internal control over financial reporting is effective
based on those criteria.
  This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.
  Our
management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.
  
 2
  ITEM
      13.
              EXHIBITS
  Exhibit
                Number
              Description3.1
              Money
      Centers of America, Inc. Amended and Restated Certificate of Incorporation
      (incorporated by reference to Exhibit 3.1 of the Current Report on Form
      8-K filed on October 19, 2004).3.2
              Money
      Centers of America, Inc. Amended and Restated Bylaws (incorporated by
      reference to Exhibit 3.2 of the Current Report on Form 8-K filed on
      October 19, 2004).4.1
              Form
      of Specimen Stock Certificate.4.2
              Form
      of Baena Warrant (incorporated by reference to Exhibit 4.1 to the Current
      Report on Form 8-K filed January 8, 2007).10.1
              Amended
      and Restated 2003 Stock Incentive Plan (incorporated by reference to
      Exhibit 10.2 of Form 10-KSB filed on July 13, 2004)10.2
              Employment
      Agreement dated as of January 2, 2004 by and between iGames Entertainment,
      Inc. and Christopher M. Wolfington (incorporated by reference to Exhibit
      10.1 of Form 10-KSB filed on July 13, 2004).10.3
              Amendment
      to Employment Agreement dated as of March 20, 2006 by and between Money
      Centers of America, Inc. and Christopher M. Wolfington (incorporated by
      reference to Exhibit 10.3 to the Quarterly Report on Form 10-QSB for the
      fiscal quarter ended March 31, 2006 filed on May 22,
  2006).10.3
              Amended
      and Restated Employment Agreement dated as of March 1, 2007, but effective
      December 31, 2006 by and between Money Centers of America, Inc. and Jason
      P. Walsh.10.4
              Credit
      and Security Agreement dated December 28, 2006 between Money Centers of
      America, Inc. and Baena Advisors, LLC (incorporated by reference to
      Exhibit 10.1 to the Current Report on Form 8-K filed January 8,
      2007).10.5
              $4,750,000
      Promissory Note dated December 28, 2006 from Money Centers of America,
      Inc. to Baena Advisors, LLC (incorporated by reference to Exhibit 10.2 to
      the Current Report on Form 8-K filed January 8, 2007).10.8
              Amendment
      to Credit and Security Agreement dated December 28, 2006 between Money
      Centers of America, Inc. and Mercantile Capital, L.P. (incorporated by
      reference to Exhibit 10.3 to the Current Report on Form 8-K filed January
      8, 2007).10.9
              $2,525,000
      Amended and Restated Promissory Note dated December 28, 2006 from Money
      Centers of America, Inc. to Mercantile Capital, L.P. (incorporated by
      reference to Exhibit 10.4 to the Current Report on Form 8-K filed January
      8, 2007).10.10
              Software
      Development Agreement effective September 1, 2004 by and between Money
      Centers of America, Inc. and IntuiCode LLC.  (incorporated by
      reference to Exhibit 10.8 to the Registration Statement on Form SB-2 filed
      on February 14, 2004 (File No.  333-122819)14
              Code
      of Ethics (incorporated by reference to Exhibit 14 of Form 10-KSB filed on
      July 13, 2004)21
              Subsidiaries
      of Money Centers of America, Inc. (incorporated by reference to Exhibit 21
      of Form 10-KSB filed April 15, 2008)31.1
              Certification
      dated July 2, 2008 pursuant to Exchange Act Rule 13a-14(a) or
      15d-14(a) of the Principal Executive Officer and the Principal Financial
      Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002 by Christopher M. Wolfington, Chief Executive
    Officer.31.2
              Certification
      dated July 2, 2008 pursuant to Exchange Act Rule 13a-14(a) or
      15d-14(a) of the Principal Accounting Officer as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002 by Jason P. Walsh,
      Chief Financial Officer.32
              Certification
      dated July 2, 2008 pursuant to 18 U.S.C.  Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by
      Christopher M. Wolfington, Chief Executive Officer and Jason P. Walsh,
      Chief Financial Officer.
  3
  SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Annual Report on Form 10-KSB to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of
Philadelphia, Commonwealth of Pennsylvania.
  Money
      Centers of America, Inc.Date:
      July 2, 2008
                By:
                /s/ Christopher
      M. WolfingtonChristopher
      M. WolfingtonChief
      Executive Officer
  In
accordance with the Exchange Act, this report had been signed below by the
following persons on behalf of the registrant in the capacities and on the dates
indicated.
  /s/
      Christopher M. WolfingtonChristopher
      M. WolfingtonChief
      Executive Officer and DirectorDate:  July 2,2008
 
 /s/
      Jason P. WalshJason
      P. WalshChief
      Financial Officer (principal financial officer and
                Principal
      accounting officer)Date:  July 2,2008
 
 /s/
      Jeremy SteinJeremy
      SteinDirectorDateJuly 2,2008
 
 /s/ Dennis GomesDennis
      GomesDirectorDate
      July 2,2008
 
 /s/
      John Ziegler, Jr.John
      Ziegler, Jr.DirectorDate:
      July 2,2008
 
 /s/
      Terry ContrerasTerry
      ContrerasDirectorDate:
      July 2,2008