Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)              March 1, 2007

                         MONEY CENTERS OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                    000-49723               23-2929364
(State or other jurisdiction    (Commission File Number)    (IRS Employer
    of incorporation)                                     Identification No.)

700 South Henderson Road, Suite 325, King of Prussia, PA           19406
         (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:           (610) 354-8888

                                 Not Applicable
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 40.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c)

Item 1.01         Entry into a Material Definitive Agreement.

     Money Centers of America,  Inc. (the  "Company") and Jason P. Walsh entered
into an amended  and  restated  employment  agreement,  dated March 1, 2007 (the
"Employment  Agreement"),  which amended and restated the employment  agreement,
dated June 14, 2005, by and between the Company and Mr.  Walsh.  Mr. Walsh shall
serve as the Company's Chief Financial Officer and Chief Operating Officer.

     The term of the Employment  Agreement was  retroactive to December 31, 2006
and continues  until the earlier of Mr.  Walsh's death or  termination by either
the  Company or Mr.  Walsh.  Mr.  Walsh's  annual  salary  shall be no less than
$170,000.  Upon  termination of the Employment  Agreement  within six (6) months
following  a change in  control of the  Company  (as  defined in the  Employment
Agreement)  either by the Company without cause or by Mr. Walsh,  Mr. Walsh will
receive severance pay equal to one year's salary.

     In addition,  Mr. Walsh was granted  options to purchase  500,000 shares of
the  Company's  common stock with an exercise  price of $.38 per share under the
Company's  Amended and Restated 2003 Stock Incentive Plan (the  "Options").  The
Options have a term of ten years and are exercisable as follows: (i) Two Hundred
Fifty Thousand  (250,000)  options are exercisable on July 1, 2007; and (ii) Two
Hundred Fifty Thousand  (250,000)  options are exercisable on December 31, 2007,
in each case as long as Mr.  Walsh is employed by the  Company.  The Options are
immediately  exercisable  following a change in control of the  Company.  If Mr.
Walsh's  employment  by the Company is  terminated  by the Company  without good
cause or Mr.  Walsh  elects early  termination  with good  reason,  all unvested
Options automatically vest.

     Mr.  Walsh  has  a  twelve  month   non-competition  and   non-solicitation
restriction  following  termination of his  employment  with the Company for any
reason  other  than  by him  for  good  reason  (as  defined  in the  Employment

     The  above  summary  is  qualified  in its  entirety  by  reference  to the
Employment  Agreement and the Award  Agreement for  Non-Qualified  Stock Option,
dated March 1, 2007, by the Company to Mr.  Walsh,  copies of which are included
as  Exhibits  10.1 and 10.2,  respectively,  of this  Form 8-K and  incorporated
herein by reference.

Item 5.02         Departure of Directors or Principal Officers; Election of
                  Directors; Appointment of Certain Officers; Compensatory
                  Arrangements of Certain Officers.

     Effective  March 1, 2007,  Jason P. Walsh was  appointed  as the  Company's
Chief  Operating  Officer.  He will continue his position as the Chief Financial
Officer  as well.  Mr.  Walsh  has been  employed  by the  Company  as its Chief
Financial Officer since June 14, 2005. Prior to his employment with the Company,
Mr.  Walsh  worked for eight years with  Robert J. Kratz & Company,  a certified
public accounting firm located in Paoli, Pennsylvania.


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                            MONEY CENTERS OF AMERICA, INC.

Date:  March 7, 2007                        By: /s/ Jason P. Walsh
                                                    Jason P. Walsh
                                                    Chief Financial Officer and
                                                    Chief Operating Officer