mca_12b25-033108.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
Commission
File Number 000-49723
NOTIFICATION
OF LATE FILING
(Check
One): [ ] Form
10-K [ ] Form
11-K [ ] Form 20-F [X] Form
10-Q [ ]
Form 10-N-SAR
For
Quarter Ended: March 31, 2008
[ ] Transition
Report on Form 10-K [ ] Transition
Report on Form 10-Q
[ ] Transition
Report on Form 20-F
[ ] Transition Report on Form
N-SAR
[ ] Transition
Report on Form 11-K
For the
Transition Period Ended:_________________________________.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
Full Name
of Registrant: Money
Centers of America, Inc.
Address
of Principal Executive Office (Street and Number): 700 S.
Henderson Road, Suite 325
City,
State and Zip Code: King of
Prussia, PA
19406
PART
II
RULE
12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check appropriate box)
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[ X ]
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(a)
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The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or
expense;
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[
X
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before
the 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
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[
X
]
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART
III
NARRATIVE
State
below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)
The first
quarter of Money Centers of America, Inc. (the "Company") ended on March 31,
2008. Accordingly, the Company’s Quarterly Report on Form 10-QSB is
required to be filed by May 15, 2008.
The
Company has been informed by its auditors that they are unable to complete their
review of the Company’s financial statements for the quarter ended March 31,
2008 in time for filing by May 15, 2008.
As a
result of the foregoing, the Company was unable to complete its Quarterly Report
on Form 10-QSB on a timely basis and to do so would have required it to use
unreasonable effort and to incur unreasonable expense.
PART
IV
OTHER
INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
Jason P.
Walsh (610)
354-8888
(Name) (Area
Code) (Telephone
Number)
(2) Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X]
Yes [ ] No
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
[ ]
Yes [X] No
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
MONEY
CENTERS OF AMERICA, INC.
(Name of
Registrant as specified in Charter)
Has duly
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date: May 15,
2008
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By: /s/ Jason P.
Walsh
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Jason P. Walsh
Chief Financial Officer
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May 15,
2008
Securities
and Exchange Commission
450 Fifth
Street N.W.
Washington,
D.C. 20549
Gentlemen:
This
letter is written in response to the requirement of Rule 12b-25(c) under the
Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II of
Form 12b-25.
We are
the independent auditors of Money Centers of America, Inc. (the
“Registrant”). The Registrant has stated in Part III of its filing on
Form 12b-25 that it is unable to timely file, without unreasonable effort or
expense, its Quarterly Report on Form 10-QSB for the quarter ended March 31,
2008 because our Firm has not yet completed its review of the Registrant's
financial statements for the quarter ended March 31, 2008 and is therefore
unable to furnish the required opinion on such financial
statements.
We hereby
advise you that we have read the statements made by the Registrant in Part III
of its filing on Form 12b-25 and agree with the statements made
therein.
Very
truly yours,
/s/Sherb
& Co., LLP
Certified
Public Accountants
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