TRANS WORLD GAMING CORP
10QSB/A, 1998-10-01
AUTO DEALERS & GASOLINE STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A


        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998


               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ___________ TO _______________


                         Commission File Number 0-25244


                            TRANS WORLD GAMING CORP.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

              Nevada                                      13-3738518
    -----------------------------                       ----------------
   (State or other jurisdiction of                     (I.R.S.  Employer
    incorporation or organization)                     Identification No.)


                           One Penn Plaza, Suite 1503
                          New York, New York 10119-0002
                   ------------------------------------------
                    (Address of principal executive offices)


                                 (212) 563-3355
                  -------------------------------------------
                 (Issuer's telephone number including area code)


Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the past
12 months (or for such shorter period that the Registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days. YES X NO ___.

Shares of the Registrant's Common Stock, par value $.001, outstanding as of
September 28, 1998: 3,044,286.

Transitional Small Business Disclosure Format (Check One): YES ___  NO X.


================================================================================

<PAGE>



The purpose of this Form 10-QSB/A is to revise certain information set forth in
the Form 10-QSB for the quarter ended June 30, 1998 in Part I, Item 1: Condensed
Consolidated Financial Statements, as filed with the Securities and Exchange
Commission on August 14, 1998. Part I, Item 1, as revised, is set forth below:



FINANCIAL INFORMATION
Item 1. Condensed Consolidated Statements

                            TRANS WORLD GAMING CORP.
                      Condensed Consolidated Balance Sheet
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                     June 30,
                                                                                       1998
                                                                                    ------------
<S>                                                                                <C>
ASSETS 
                                                                                    (unaudited)
CURRENT ASSETS
             Cash & equivalents                                                          $3,766
             Accounts/Notes receivable                                                     1121
             Inventories                                                                     65
             Other current assets                                                           197
                                                                                    ------------
             Total current assets                                                         5,149
                                                                                    ------------

PROPERTY AND EQUIPMENT -net                                                               2,744
                                                                                    ------------

OTHER ASSETS
             Investment at equity                                                            75
             Goodwill                                                                    17,636
             Deferred debt issuance costs, net                                              464
             Deposits and deferred costs on investments                                     979
             Deferred costs and other assets                                                224
                                                                                    ------------
             Total other assets                                                          19,378
                                                                                    ------------

TOTAL ASSETS                                                                            $27,271
                                                                                    ============

LIABILITIES AND STOCKHOLDERS EQUITY/(DEFICIT)

CURRENT LIABILITIES
             Current portion of long term debt                                           $1,797
             Accounts payable and accrued expenses                                        3,390
                                                                                    ------------
             Total current liabilities                                                    5,187
                                                                                    ------------

LONG TERM DEBT, net of current portion                                                   27,205
                                                                                    ------------

STOCKHOLDERS EQUITY/(DEFICIT)
             Capital stock                                                                    3
             Additional paid-in-capital                                                   8,896
             Stock warrants outstanding                                                     537
             Accumulated deficit                                                        (14,557)
                                                                                    ------------
             Total stockholders equity/(deficit)                                         (5,121)
                                                                                    ------------

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY/(DEFICIT)                                     $27,271
                                                                                    ============

</TABLE>

               See accompanying notes to the financial statements


<PAGE>

                            TRANS WORLD GAMING CORP.
                  CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                      (In thousands except per share data)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                    Six months ended                      Three months ended
                                                        June 30,                               June 30,
                                        ----------------------------------          -------------------------
                                                1998                 1997                  1998         1997
                                                ----                 ----                  ----         ----
<S>                                     <C>                   <C>                    <C>            <C>

Revenues                                      $6,358               $3,396                $4,789       $1,725

Costs and expenses

Cost of revenue                                4,845                2,107                 3,857        1,114
Administrative                                   979                  595                   769          267
Depreciation and Amortization                    903                  182                   802           99
                                        -------------         ------------          -------------------------
Total costs and expenses                       6,727                2,884                 5,428        1,480
                                        -------------         ------------          -------------------------

Earnings/(loss) from operations                 (369)                 512                  (639)         245

Interest expense                                 925                  354                   670          182
                                        -------------         ------------          -------------------------

Earnings/(loss) before taxes                  (1,294)                 158                (1,309)          63

Provision for tax                                101                   30                   101           12
                                        -------------         ------------          -------------------------

Net earnings/(loss)                          ($1,395)                $128               ($1,410)         $51
                                        =============         ============          =========================

Earnings/(loss) per share - basic             ($0.46)               $0.04                ($0.46)       $0.02

Weighted Average of Common
shares used in computing basic
earnings/(loss) per share                      3,044                3,044                 3,044        2,794


</TABLE>


               See accompanying notes to the financial statements


<PAGE>



                            TRANS WORLD GAMING CORP.
                 Condensed Consolidated Statement of Cash Flows
                                 (In thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                  Six months ended June 30,
                                                              ----------------------------------
                                                                 1998                  1997
                                                              ------------          ------------
<S>                                                            <C>                  <C>

Cash flows provided by operating activities                        $1,274                  $291


Cash flows used by investing activities                           (14,953)                 (314)


Cash flows provided/(used) by financing activities                 17,247                  (211)
                                                              ------------          ------------


Net increase/(decrease) in cash                                     3,568                  (234)


Cash - beginning of period                                            198                   489
                                                              ------------          ------------


Cash - end of period                                               $3,766                  $255
                                                              ============          ============

</TABLE>




               See accompanying notes to the financial statements




<PAGE>




         The further purpose of this Form 10-QSB/A is to revise certain
information which appeared in Part I, Item 2: Management's Discussion and
Analysis of Financial Condition or Plan of Operation - Liquidity and Capital
Resources," as follows:

         a)       The first  sentence in the first  paragraph  in this section 
on page 8 is deleted in its entirety and replaced with:

                  "The Company's working capital, defined as current assets
                  minus current liabilities, increased $1.0 million to $0.1
                  million for the six months ended June 30, 1998 from a working
                  capital deficit of ($0.9 million) at December 31, 1997."

         b)       The second  sentence in the third  paragraph in this Section 
on page 8 is deleted in its entirety and replaced with:

                  "The Company will repay the principal and accrued interest in
                  nine equal monthly installments starting June 1, 1998 from
                  available cash flow, excluding cash flow from the European
                  casinos."




<PAGE>



                                   SIGNATURES

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


Date:    September 29, 1998                   TRANS WORLD GAMING CORP.


                                              By:  /s/ Dominick J. Valenzano
                                                   -------------------------
                                                       Dominick J. Valenzano
                                                       Chief Financial Officer




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