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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
On October 15, 2004, Money Centers of America, Inc., a Delaware corporation ("Money Centers"), became the successor of iGames
Entertainment, Inc., a Nevada corporation ("iGames"), pursuant to the terms of a Merger Agreement dated as of August 10,
2004 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of common
stock was converted into one share of Money Centers common stock, each issued and outstanding share of iGames' Series A
Convertible Preferred Stock was converted into 11.5 shares of Money Centers common stock and certain issued and outstanding
warrants to purchase iGames common stock was converted into 1.15 shares of Money Centers common stock. |
(2) |
Accordingly, 2003 Grantor Retained Annuity Trust of Christopher M. Wolfington was issued 3,108,772 shares of Money Centers'
common stock in exchange for 270,328 shares of its iGames Series A Preferred Stock and 2003 Irrevocable Trust of Christopher
M. Wolfington was issued 621,759 shares of Money Centers' common stock in exchange for 54,066 shares of its iGames Series A
Preferred Stock. Reporting person has become the beneficial owner of more than 10% of Money Centers common stock as a
result of acting as trustee of 2003 Grantor Retained Annuity Trust of Christopher M. Wolfington and 2003 Irrevocable Trust
of Christopher M. Wolfington. The reporting person does not have a pecuniary interest in any of the shares held by these
trusts and disclaims beneficial ownership of such shares, except in his capacity as trustee of these trusts. |