SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WOLFINGTON CHRISTOPHER

(Last)

(First)

(Middle)

700 SOUTH HENDERSON ROAD

SUITE 325

(Street)

KING OF PRUSSIA

19406

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MONEY CENTERS OF AMERICA, INC. [ MCAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	10/15/2004		A		13,945,831	A	$0	13,947,831	D
Common Stock⁽²⁾	10/15/2004		A		3,108,772	A	$0	3,108,772	I	See Note⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)⁽³⁾	$0.01	10/15/2004		D			2,395,000	⁽³⁾	⁽³⁾	Common Stock	2,395,000	$0	0	D
Series A Preferred Stock	$0	10/15/2004		D			973,181	⁽⁴⁾	⁽⁴⁾	Common Stock	9,731,810	$0	0	D
Series A Preferred Stock	$0	10/15/2004		D			270,328	⁽⁵⁾	⁽⁵⁾	Common Stock	2,703,280	$0	0	I	See Note⁽²⁾

Explanation of Responses:

1. On 10/15/ 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 08/10/2004 (the "Agreement"). Pursuant to the terms of the Agreement, each issued and outstanding share of common stock was converted into one share of Money Centers common stock, each issued & outstanding share of iGames' Series A Convertible Preferred Stock was converted into 11.5 shares of Money Centers common stock & certain issued and outstanding warrants to purchase iGames common stock were converted into 1.15 shares of Money Centers' common stock. Accordingly, Mr. Wolfington was issued 11,191,581 shares of Money Centers' common stock upon cancellation of his iGames Series A Convertible Preferred Stock & was issued 2,754,250 shares of Money Centers' common stock upon cancellation of his warrants to purchase iGames' common stock.

2. Pursuant to the terms of the Merger Agreement, 2003 Grantor Retained Annuity Trust of Christopher M. Wolfington was issued 3,108,772 shares of Money Centers' common stock upon cancellation of its iGames' Series A Preferred Stock.

3. Pursuant to the Merger Agreement, these warrants were cancelled in exchange for the issuance of 2,754,250 shares of Money Centers' Common Stock.

4. Pursuant to the Merger Agreement, these shares of Series A Convertible Preferred Stock were cancelled in exchange for the issuance of 11,191,581 shares of Money Centers' Common Stock.

5. Pursuant to the Merger Agreement, these shares of Series A Convertible Preferred Stock were cancelled in exchange for the issuance of 3,108,772 shares of Money Centers' Common Stock.

	Christopher M. Wolfington	10/19/2004
	** Signature of Reporting Person	Date
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