WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                Commission File Number 000-49723

                           NOTIFICATION OF LATE FILING

(Check One): [X] Form 10-K     [ ] Form 11-K        [ ] Form 20-F
             [ ] Form 10-Q     [ ] Form 10-N-SAR

For Year Ending:   December 31, 2006

[  ] 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)

[ X ]    (a)      The reasons  described in  reasonable  detail in Part III of
                  this form could not be eliminated  without  unreasonable
                  effort or expense;

[ X ]             (b) The subject annual report, semi-annual report,
                  transition report on Form 10-K, 20-F, 11-K or Form N-SAR or
                  Form N-CSR, 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
                  subject distribution report on Form 10-D, or portion thereof,
                  will be filed on or before the fifth calendar day following
                  the prescribed due date; and

[ X ]    (c)      The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.


                                    PART III

         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 fiscal year of Money Centers of America, Inc. (the "Company") ended
on December 31, 2006. Accordingly, the Company's Annual Report on Form 10-KSB is
required to be filed by March 31, 2007.

         The Company has been informed by its auditors that they are unable to
complete their audit of the Company's financial statements for the year ended
December 31, 2006 in time for filing by March 31, 2007.

         As a result of the foregoing, the Company was unable to complete its
Annual Report on Form 10-KSB 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

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.

Date:  April 2, 2007                By:  /s/ Jason P. Walsh
       ----------------                  -----------------------------
                                         Jason P. Walsh
                                         Chief Financial Officer


April 2, 2007

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549


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 Annual  Report on Form  10-KSB for the fiscal year ended  December  31, 2006
because our Firm has not yet completed its audit to the  Registrant's  financial
statements  for the year ended  December  31,  2006 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

Very truly yours,

/s/Sherb & Co., LLP

Certified Public Accountants