SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.  20549 FORM 10-KSB /X/  
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF  1934 For the Year Ended December 31, 2000 /  /   TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from
__________________ to _____________________. Commission
File No.:  0-25244____________________ TRANS
WORLD CORPORATION (FORMERLY TRANS WORLD GAMIING CORP.)(Exact name of
registrant as specified in its charter) Nevada(State or other jurisdiction of
  incorporation or organization)
  13-3738518(I.R.S. Employer
  Identification No.)545 Fifth Avenue, Suite 940
   New York, New York(Address of
  principal executive offices)
  10017(Zip Code)
 Registrants telephone number, including area
code:  (212) 983-3355 Securities registered pursuant to Section 12(b)
of the Act: NoneSecurities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value
Warrants to Purchase Common Stock ____________________ Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 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  
/  / Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
contained herein, and will not be contained, to the best of Registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB.          /  / The
issuers revenues for the year ended December 31, 2000 were approximately
$14,430,000. As
of March 12, 2001, 11,022,901 shares of Common Stock of the Registrant were
deemed outstanding, and the aggregate market value of the Common Stock of the
Registrant as of that date (based upon the $0.12 closing price of the Common
Stock at that date as reported by the OTC Bulletin Board), excluding
outstanding shares beneficially owned by directors and executive officers, was
approximately $1.3 million. Transitional Small Business Disclosure Format
(check one:   YES   /  /NO   /X/) 
 
 TRANS
WORLD CORPORATION
FORM IO-KSB

TABLE
OF CONTENTS

PART IItem 1
  Description
  of BusinessGeneral
  Development of BusinessCurrent
  OperationsCzech RepublicSpainTerminated
  VenturesLouisiana
  OperationsAccounting
  and Financial IssuesCorporate
  InformationOTC Bulletin
  BoardFinancial Information About
  Industry SegmentsDescription
  of BusinessIndustry OverviewThe
  Company's FacilitiesCzech RepublicSpainFuture OperationsCzech RepublicSpainLong Range
  ObjectiveMarketingCzech RepublicSpainAcquisition
  AgreementsTottenham & CoRegulations
  and LicensingCzech RepublicSpainApplication of Future or
  AdditionalRegulatory
  RequirementsGaming TaxesCompetitionEmployeesItem 2.
  Description
  of PropertyCorporate OfficesLouisianaCzech RepublicSpainItem 3
  Legal
  ProceedingsItem 4
  Submission of Matters to a
  Vote of Security Holders

TABLE
OF CONTENTS

PART IIItem 5.
  Market for Common Equity and
  Related StockholderItem 6.
  Managements Discussion and
  Analysis orPlan of OperationsForward-Looking
  StatementsExchange RatesResults of OperationsRevenuesCosts of RevenuesSelling,
  General and AdministrativeNet LossBusiness UnitsCeska, Czech
  RepublicRozvadov,
  Czech RepublicZnojmo, Czech
  RepublicZaragoza, SpainLiquidity
  and Capital ResourcesPlan of
  OperationsImportant
  Factors to ConsiderAccumulated Deficit;
  Operating Losses; Going ConcernTermination of Louisiana
  Operations in 1999;Need
  to DiversifyTaxation
  of Gaming OperationsDependence
  upon Key PersonnelNeed
  for Additional FinancingInternational
  ActivitiesLicensing
  and RegulationLiability
  InsuranceNo DividendsPossible Adverse Effect of
  Issuance of Preferred StockDilutive
  Effect of WarrantsItem 7.
  Financial
  StatementsItem 8.
  Changes In and Disagreements
  with Accountantson
  Accounting and Financial Disclosure

TABLE
OF CONTENTS

PART III.Item 9.
  Directors and Executive
  Officers, Promoters andControl
  Persons: Compliance with Section16(A)
  of the Exchange Act.Information about the Board
  and its CommitteesAudit CommitteeExecutive CommitteeCompensation
  CommitteeSection 16 (A) Beneficial
  Ownership.
  Reporting
  ComplianceItem 10.
  Executive
  CompensationSummary of Cash and Certain
  Other CompensationOption
  Grants and ExercisesDirectors
  CompensationEmployment/Severance
  Agreements.
  Item 11.
  Security Ownership of
  Certain Beneficial Ownersand ManagementItem 12.
  Certain Relationships and
  Related TransactionsItem 
  l3.
  Exhibits and Reports on Form 8-K(a)Exhibits(b)Reports on
  Form 8-KEXHIBITS INDEXSIGNATURESINDEX
  TO CONSOLIDATED FINANCIAL STATEMENTS

Item 1.  Description of Business.General Development of
Business

Trans World
Corporation (formerly Trans World Gaming Corp.), herein referred to as the
"Company" or "TWC", was organized as a Nevada corporation
in October 1993 to acquire, develop and manage, to the extent permitted by
applicable local laws, gaming establishments featuring live and mechanized
gaming, including video gaming devices such as video poker machines.  With the 1994 acquisition of several
Louisiana-based entities, TWC conducted operations under these guidelines.  In 1998, in response to changes in the laws
governing the legality of operating video gaming devices in the State of
Louisiana and faced with a closing date of June 30, 1999 for its Louisiana
operations as a result of this change in law, TWC amended its operating
strategy by shifting its focus to the casino market in Europe and acquired
three casinos, one of which includes a hotel, and a parcel of land, entered
into a Joint Activity Agreement relative to a fourth casino, and signed a
management contract with regard to a fifth casino.  The Company has closed two of those casinos due to gaming law
changes in Azerbaijan Republic and Kyrgyz Republic, but has opened an
additional casino on the parcel of land that was purchased in 1998.  At present, the Company owns a total of four
casinos and a hotel currently in operation in Europe and has no operating
presence in the United States.

Current Operations:Czech
RepublicOn March 31,
1998, the Company consummated a Stock Purchase Agreement ("Stock Purchase
Agreement") with 21st Century Resorts a.s., an owner-operator of two
casinos, and the owner of property to build a third casino, in the Czech
Republic ("Resorts"), and Gameway Leasing Limited
("Gameway") and Monarch Leasing Limited ("Monarch
Leasing"), two off-shore affiliates of Resorts which leased equipment to
Resorts and the stockholders of Resorts (the "Selling
Stockholders").  Pursuant to the
Stock Purchase Agreement, the Company acquired 100% of the equity interests of
Resorts and its two operating subsidiaries and all of the assets of Gameway and
Monarch Leasing for the purchase price of $12.6 million, including the cost of
initial improvements to the acquired assets. On March 31, 1998, the Company,
with the assistance of Libra Investments, Inc., Los Angeles, California
("Libra") acting as placement agent, borrowed $17.0 million from
fourteen sophisticated, accredited investors (the "Investors") in a
private placement (the "Private Placement"). The loan is represented
by 12% Senior Secured Notes (the "Senior Notes") issued pursuant to
indentures (the "Indentures") by and among TWC, TWG International
U.S. Corporation ("TWGI"), TWG Finance Corp. ("TFC"),
wholly-owned subsidiaries of TWC), and U.S. Trust Company of Texas, N.A.,
Dallas, Texas ("USTCT"), acting as indenture trustee. The Senior
Notes require mandatory prepayments based upon excess cash flow generated by
TWGI from the operation of Resorts and bear interest at the rate of 12% per
annum. (See Periodic Reports Form 8-K and the Amended Periodic Report on Form
8-K/A filed with the Securities and Exchange Commission ("SEC") on
April 14, 1998 and June 15, 1998, respectively.) The proceeds of the Senior
Notes were used to pay the net acquisition costs of, and improvements to,
Resorts totaling approximately $12.6 million, to repay the First Amended Loan
Agreement in the amount of $1.3 million, to cover costs and expenses of $1.4
million relating to the Private Placement and to provide working capital of
$1.7 million.  See Item 6. Managements
Discussion and Analysis or Plan of Operations  Liquidity and Capital
Resources

The assets acquired with the purchase of Resorts consist of a
casino in Ceska Kubice, which is located near the border with Germany, is
patronized, primarily, by Germans and currently has 16 gaming tables and 50
slot machines as well as a bar/restaurant area.  Also included with the purchase is a casino in Rozvadov, which is
located approximately four miles from the regions main highway, not far from
the German border and caters, as in Ceska, to a predominantly German
clientele.  This casino currently has
nine gaming tables and 30 slot machines, and includes a bar/restaurant
area.  The final piece of the purchase
is a parcel of land near Znojmo upon which a third Czech Republic casino was
constructed.  The Znojmo casino opened
in December 1999.  It has an American
Old West theme and draws the bulk of its customers from the northern suburbs of
Vienna, Austria.  The casino currently
has 11 gaming tables and 42 slot machines, and includes a bar/restaurant area.

During the
quarter ended June 30, 1998, the Czech Republic House of Deputies passed an
amendment to Czech gaming law, which effectively banned foreign ownership of
casinos.  In response, the Company
restructured its subsidiaries and Czech legal entities to comply with the
amendment through the use of a new Czech limited liability company and amended
the indentures accordingly (the "Amended Indentures"). The Amended
Indentures relate to, but do not alter, the Senior Notes.

SpainOn April 17,
1998, the Company acquired 90% of Casino de Zaragoza, S.A. (CDZ), which is a
company incorporated in Zaragoza, Spain that holds the exclusive casino license
in the region of Aragon, for approximately $780,000, excluding related
acquisition costs of approximately $678,000, and assumed its outstanding debt
obligations of approximately $4.9 million. 
The debt obligations consisted of taxes payable to the Diputacion de
Aragon (DGA), the Spanish Social Security Authorities and the City Council of
Alfajarin (collectively, the Spanish Taxing Authorities) for which
continuation of deferrals were granted as part of the terms of
acquisition.  In accordance with Spanish
law, in order for a casino company to remain solvent and be permitted to
continue to conduct business, it must have a minimum capitalization of
approximately $1.1 million.  Because
CDZs capital was below that minimum requirement, the approval of both the
CDZ's Board of Directors, which was received in July 1998, and the Council of
Ministers in Spain, which was received in October 1999, were required. The
owner of the remaining 10% of CDZ declined to participate in the
recapitalization.  Under Spanish law,
that 10% interest was diluted to zero once the recapitalization was approved by
the Council of Ministers, bringing the total TWC ownership to 99.92%, after
TWCs transfer of .08% ownership to its representatives for administrative
purposes.  The current CDZ shareholder
distribution is as follows:  TWC, 2,403
shares; Jaime De Vaca, a Director of CDZ, one share; and Andrew Tottenham, the
former President and Chief Operating Officer of TWC, one share.  The single share held by Andrew Tottenham
was purchased by TWC in conjunction with the 1998 acquisition of CDZ, and the
Company has demanded return of this share from Mr. Tottenham as part of the
legal proceedings relating to Mr. Tottenhams June 16, 2000 dismissal from the
Company (See:  Item 3.  Legal Proceedings.)

Due to losses
incurred by CDZ in 1999, its shareholders were required to bring CDZ into
capital compliance with local laws, which dictate that in order for a casino
company to remain solvent and be permitted to continue to conduct business, it
must have a minimum capital of approximately $1.1 million.  This process  was accomplished on a timely basis.

CDZ, which is
located approximately 15 miles outside of Zaragoza, Spain, currently operates
nine gaming tables and 24 slot machines. 
In addition to its gaming area, CDZs facilities include a 37-room
hotel, a bar/restaurant, banquet space, and extensive recreational facilities,
including four shooting ranges.

Aspart of the terms of the April 1998 acquisition of CDZ, the Company negotiated
an agreement with the local representatives of the DGA to allow the casino to
relocate from its present position to the center of downtown Zaragoza, subject
to a decree.  Instead of a decree, the
DGA introduced a law in February 2000, which will allow the casino to relocate
upon issuance of a formal approval by the DGA. 
This law was passed by the local parliament in June 2000, and the
Company has petitioned the DGA for permission to relocate the casino. 
The Company anticipates that the DGA will grant CDZ permission to
relocate by June 2001.  Assuming that
this estimated timeframe proves to be accurate, the Company expects that the
casino will commence operations in its new location in January 2002.  In the meantime, the Company is moving
forward with the design stages of the proposed downtown facility.  Further, the Company believes, based on the
forgoing, that future cooperation and deferral of its debt obligations from the
Spanish Taxing Authorities are anticipated until the casino opens in its
downtown location.  If commencement of
operations at its new location occurs, the Company may be able to generate
sufficient revenues to meet its obligations to the Spanish Taxing Authorities;
however, there can be no assurances that any of the anticipated
events described above will be realized. 
In the event the Company is not granted permission to relocate, it would
likely discontinue its Spanish operations.

In light of the
delays related to relocation of CDZ, the Company negotiated further deferral of
debt obligations to the DGA, and at December 31, 2000, said debt obligation
amounts to approximately $7.9 million.  
See also, Item 6.  Managements Discussion and Analysis or Plan of
Operations  Liquidity and Capital Resources.

On October 15,
1999, the Company borrowed $3.0 in a private placement (October 1999 Private
Placement).  The loan is represented by
12% Senior Secured Notes (October 1999 Senior Notes) issued pursuant to
indentures by and among the Company and an independent indenture trustee.  The October 1999 Senior Notes, which are due
March 2005, require mandatory prepayments based on excess cash flow generated
from Resorts.  Through March 31, 2001,
the Company has not had sufficient cash to make any such prepayments.  The October 1999 Senior Notes are
collateralized, primarily, by all of Resorts gaming equipment and a majority
interest in the capital stock of all of the Companys subsidiaries, except
CDZ.  In addition to the October 1999
Senior Notes, each investor received a proportionate share of warrants to
purchase 1,250,728 shares of the Companys common stock, $.001 par value per
share (Common Stock).

The proceeds of
the October 1999 Senior Notes were used to retire a $1.0 million short-term
debt obligation related to the acquisition of CDZ, to make an interest payment
of approximately $250,000 on said debt, and to finance the equipping, working
capital, and pre-opening costs associated with the opening of the
aforementioned third casino in Znojmo, Czech Republic on the land that had been
previously purchased in conjunction with the issuance of the Senior Notes on
March 31, 1998.

Terminated Ventures:Louisiana OperationsUntil
March 1998, the Companys only gaming operations were two video poker parlors,
the Gold Coin and Toledo Palace, situated at truck stops in Louisiana.  The Companys video poker operations in
Louisiana were managed by Chrysolith, LLC a Louisiana-licensed gaming operator
in which the Company owned 49% of its Class B membership units.  As a result of a voter mandate, which
eliminated video poker in the parishes in Louisiana where the Companys video
poker operations were located, the Company ceased its video poker operations on
June 30, 1999 and subsequently sold its interest in Chrysolith, LLC.

The Company has
also been party to management arrangements of other casinos in Gyandja,
Azerbaijan Republic and Kyrgyz Republic; however, due to local gaming law
changes, the Companys interests in these management arrangements ceased in
1998 and 1999, respectively.

Accounting and Financial
Issues

The Company
has, from time to time, been in technical default of the Amended Indentures and
is so as of December 31, 2000.  TWC has
relied upon the forbearance and waivers from a majority interest of the holders
of the Senior Notes. Value Partners, Ltd., a Texas limited partnership (Value
Partners) represents this majority in interest of the holders of the Senior
Notes. At December 31, 2000, Value Partners owned 59% of the Companys long-term debt and owned
8,257,452 warrants which, upon exercise, would result in Value Partner's
beneficial ownership of Common Stock equaling
60.6% of the Company's issued and outstanding shares of Common
Stock. On February 23, 2001, Value Partners converted 5,657,452 of $0.01
warrants held by it.  With the exercise
of those warrants, Value Partners holds a controlling 51.32% of the Companys
issued and outstanding Common Stock, which does not include the 2,600,000
warrants it also holds.

The
consolidated financial statements accompanying this Report have been prepared
assuming the Company will continue as a going concern. The Company has suffered
significant losses from operations, has a working capital deficit of $8.2
million, and a stockholders' deficit of $20.0 million as of December 31, 2000.
Further, the Company is highly leveraged and, from time to time has been unable
to pay its interest and accounts payable obligations when they become due,
including incomplete payment of the interest payment that was due on September
17, 2000 and non-payment of the interest payment that was due on March 17,
2001.  Waivers of default have been
received from the majority holder of the Senior Notes through the earlier of :
(i) Ten days subsequent to the receipt of any debt or equity financing
collectively in excess of $5.0 million (the Companys contemplated
financing); or (ii) January 1, 2002. 
If the Companys contemplated financing has not occurred by July 2001,
then as a further condition of waiver, the Company will commence monthly
payments of $75,000 to be applied against the past due interest
obligations..  These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Managements plans to improve the
results include the growth of its existing business through the potential
addition of a fourth business unit in the Czech Republic; possible relocation
of the Rozvadov casino; the addition of five gaming tables to the Znojmo
casino; continued marketing campaigns and promotional events; and CDZ's move to
the center of Zaragoza.  Further, the
Companys strategy for the future includes development of hotel divisions in
Europe and the United States.

In an effort to
secure the funding necessary to accomplish these goals, in 2000, Rami Ramadan,
the Companys Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), began actively seeking potential sources of financing with the intent
of using the proceeds of such financing for acquisitions and working capital
and was able to obtain a term sheet from a US-based venture capital firm, which
stipulated that the firm would be willing to provide the Company with funding
subject to payment of a reimbursable one percent Commitment Fee and $75,000,
which would be used to pay the costs associated with completion of the
potential lenders due diligence work. 
The Company submitted a request for $20.0 million financing, and on
November 4, 2000, the Company completed payment of these fees.  Pursuant to this payment, the Company
provided the potential lender with appraisal reports for the existing and
potential acquisition assets, which conform to Uniform Standards of
Professional Appraisal Practice (USPAP) guidelines, and management is
optimistic that it will be successful in its efforts to secure funding from
this source.

Corporate Information

The Company's
corporate offices are located at 545 Fifth Avenue, Suite 940, New York, New
York 10017, and its telephone number is (212) 983-3355.

OTC Bulletin Board

The Company's
Common Stock is currently quoted on the OTC Bulletin Board under the symbol
TWCP.

Financial
Information About Industry Segments

The Company
previously operated in three business areas, which, for accounting purposes,
were consolidated into two industry segments: the ownership and management of
gaming establishments overseas, which includes the operation of a full service
hotel overseas; and the operation of truckstops featuring VLTs.  As a result of the June 30, 1999 termination
of its Louisiana gaming operations, the Company has reported its operations in
Louisiana as discontinued operations.

Description of Business

The Company is
engaged in the acquisition, development and management of niche casino
operations worldwide, which feature gaming tables and mechanized gaming
devices, such as slot and video poker machines, as well as the development and
management of small to midsize hotels, which may include casino
facilities.  On March 31, 1998, the
Company acquired two casinos in the Czech Republic and land upon which a third
casino was built and opened in December 1999. 
The Czech Republic casinos are located close to major border crossings
with Germany in Ceska Kubice and Rozvadov and near the border crossing with
Austria close to Znojmo. CDZ, which was acquired on April 17, 1998, is located
approximately 15 miles outside of Zaragoza, Spain, and is the exclusive casino
licensee in the region of Aragon. (See "- General Development of Business
 Current Operations," above, and "Future Operations," below).

In anticipation
of its expansion in the hotel industry, in July 2000, the shareholders voted to
amend the Companys Articles of Incorporation by changing its name to Trans
World Corporation.  The Companys name
change was based on the importance of the Companys name accurately conveying
its desired identity as an owner/operator of hotels as well as gaming
operations.  TWCs planned expansion in
the hotel industry is founded on managements belief that hotels in the small
to midsize boutique class are complementary to the Companys brand of casinos,
that opportunities in one of these two industries often lead to, or are tied
to, opportunities in the other industry, and that a more diversified portfolio
of assets will give the Company greater stability and make it more attractive
to potential investors.  Further, the
Companys top management is experienced in the hotel industry.

Industry
Overview

Prior to the
amendments to the Czech gaming regulations in December 1998, local
municipalities were empowered to grant casino licenses in their regions. The
amendments to the gaming legislation removed that right from the local
governments and effectively eliminated exclusivity. Since this licensing
change, two casinos have opened in Folmava, Czech Republic, which operate in
direct competition with the Companys Ceska casino due to their proximity.  The Znojmo casino currently has three local
competitors.

In Spain, the
regional government, DGA, which is also the largest creditor of CDZ, signed a
protocol in April 1998 with TWC stating its intent to pass a law allowing the
casino to move to a more favorable location. 
There was opposition by an Aragonian parliamentary party to the new law
unless an amendment that would allow casino-style slot machines in bingo
parlors was included. Rather than agree to this amendment, the DGA decided to
issue a governmental decree, which would circumvent the parliament and allow
CDZ to move from its current location. 
Instead of a decree, the DGA introduced a law in February 2000, which
will allow the casino to relocate upon issuance of formal approval by the
DGA.  This law was passed by the local
parliament in June 2000, and the Company has petitioned the DGA for permission
to relocate the casino, the approval of which is expected by June 2001.

The Company's
Facilities:Czech
RepublicThe Ceska Kubice casino currently has 16 gaming tables, one of
which is an electro-mechanical, eight-position roulette game.  It also has 50 slot machines, including four
newer-style machines, which were introduced in 2000; and parking for
approximately 60 cars. In Rozvadov, there are nine gaming tables, 30 slot
machines, and parking for 40 cars.  In
Znojmo, there are 11 gaming tables; 42 slot machines, 14 of which are
newer-style machines, which were introduced in 2000; and parking for
approximately 120 cars.

SpainThe casino currently
has nine gaming tables, including two double-sided roulette tables, which are
counted as two tables each, and 24 slot machines.  The facility also has 37 sleeping rooms, approximately 7,169
square feet of banquet space, four shooting ranges, a swimming pool, a tennis
court, and 3,557 square feet of space that was formerly operated as a
nightclub.

Future Operations:CzechRepublicIn April 1999,
the Company purchased a parcel of land in Folmava, Czech Republic in the same
region as the existing Ceska casino but nearer to the German border.  The Company is considering constructing a
new casino on this land and relocating the Ceska operation to the new
facility.  This move would give the
casino excellent exposure because it would be situated directly on the border
road, nearer to the border than the access road and future location of Ceskas
principle competitor.  It would also
allow for a larger parking facility than that which exists in Ceska; would
address the issue of capacity constraints on the weekend in that it would allow
for an increase in the number of gaming tables over the existing space; and
would allow for a floor plan to be designed which, unlike the Ceska building,
would optimize the casinos equipment layout.  
Should the casino operation be relocated from Ceska to Folmava, the
Ceska facility may be used as office space and as a training center supporting
all of the Czech casinos.

In 2000, in
response to capacity constraint issues at Rozvadov, the Company expanded the
facility by adding two gaming tables. 
Further, the Company is considering the possibility of relocating the
Rozvadov casino to a sight adjacent to the regions principal highway.  The new sight would provide greater exposure
for the casino and would be designed to accommodate approximately 15 to 20
tables, thereby reducing the capacity constraint issues that the existing
location currently faces.

The casino near Znojmo opened on December 22,
1999, and, in terms of both attendance and Total Drop (the dollar amount of
gaming chips sold), exceeded budgeted expectations
for 2000.  Cash flow limitations
prevented execution of the planned expansion of the number of gaming tables in
2000 from 11 to 16.  In response to
continued growth in business volume at the casino in 2001, which is evidenced
by revenue in excess of expectations by approximately $252,000 and attendance
in excess of expectations by 1,373 through March 21, 2001, orders were placed
for the additional five gaming tables and related equipment in March 2001.   It is anticipated that the new equipment
will be operational in late April or early May 2001.

SpainIn anticipation
of receiving permission to move CDZ to center city Zaragoza, TWC is in the
process of completing negotiations to lease available space in a cinema
adjacent to a downtown hotel location. The cinema was chosen due to its
desirable location, together with the advantages of providing common services
with the hotel, such as food, maintenance, parking and accommodations. CDZ,
which is expected to reopen at this new location within six months after it
receives permission to move pending local planning board approvals, will have
approximately 16 gaming tables and 120 slot machines. The investment required
by TWC upon receipt of the approvals is anticipated to total approximately $5.0
million (See Item 6. "Management's Discussion and Analysis or Plan of
Operation - Liquidity and Capital Resources".)

Except as
described above, the Company has no other specific arrangements or
understandings with respect to the management or acquisition of any gaming
facility. There can be no assurance that the Company will manage or acquire any
other gaming facilities in the future, although it hopes to do so.

Long Range Objectives



TWCs
experience in the gaming industry is evidence of the volatile nature of this
business.  The Company has suffered
significant financial setbacks as a result of unexpected decisions of voters in
Louisiana and foreign governmental authorities in Eastern Europe and Spain,
which forced the closure of profitable gaming operations and, in the case of
Spain, delayed transfer of the casino operation to a potentially more
profitable location.  Moreover, it is
managements view that the poor performance of the Company, combined with the
fact that it is in the gaming industry and the fact that its operations are
overseas, has hampered efforts to secure additional financing for growth in the
gaming industry.

The Companys new corporate-level management, whose backgrounds
are, primarily, in the hotel industry, has endeavored to expand TWCs scope of
operations to include hotels, and believes that the Company is close to
completing several hotel acquisition deals, subject to the availability of the
necessary financing.

Initially, Managements goal is to create two hotel divisions, a
Europe-based division and a U.S.-based division, while expanding the casino
division only in the event that projects with considerable returns
surface.  Hotel acquisitions will be based
on an evaluation of the potential return of projects that arise and the
availability of financing to purchase additional assets.  Management is hopeful that this strategy
will result in growth of the Company to approximately five to ten business units,
which may be enough to provide the Company with a stable cash position.  The hotel assets of the Company, however,
will likely be an assortment of hotels with varying brand names and
classifications.

Assuming that TWC achieves cash flow stability, the Company will
seek to establish or develop a signature property and will create a brand name
for this prototype hotel.  Thereafter,
the Company will expand its newly created chain by adding hotels that, and
transforming hotels to, conform to the Companys established brand image.  Managements long-term goal for the hotel
segment is to endeavor to expand the TWC hotel chain to 40-60 units.  There can be no assurances that managements
plans described in the preceding paragraphs will be realized.

Marketing:Czech RepublicIn 2000, the
Companys marketing strategy for the Czech Republic consisted of a combination
of casino specific initiatives and shared promotions.  In Ceska, where, due to an influx of competition, the casino
experienced erosion of its attendance, the marketing focus was initially on
increasing awareness of the facility. 
Thereafter, the strategy shifted to focusing on improvement in the
quality of players and winning back some of the higher volume players who had
migrated to the new competition. 
Initiatives designed to improve attendance included a three-for-one
entrance promotion, which rewarded casino entrants with non-negotiable playing
chips equal to three times the value of the entrance fee; various theme parties
held throughout the year; an ongoing Ladies Night promotion, whereby no
entrance fee was charged to women attending the casino on the designated night;
and a number of newspaper and radio advertisements.  This strategy was implemented through direct mail campaigns to
former players and the introduction of gold and platinum card level VIP player
programs, which targeted larger players who qualified for enrollment in the
program by meeting a minimum volume of play requirement over the course of a
calendar month, or, in the case of the gold card, by bringing a specified number
of new visitors to the casino. 
Cardholders are entitled to various perks, including free entrance to the casino and free food and
drink in the casino for themselves and from one to four guests, depending upon
which program the cardholder has been enrolled.   The aforementioned three-for-one entrance, theme
parties, Ladies Night, and VIP player card promotions were also implemented in
Rozvadov and Znojmo.  The marketing of
the Rozvadov casino differed from that of Ceska, primarily, by the target audiences
of direct mailings and media advertising. 
In Znojmo, media advertising included extensive use of free standing and
bus mounted billboards, which targeted residents of the northern suburbs of
Vienna.  A comprehensive Vienna
marketing campaign was designed but not implemented in 2000.  Upon installation of the five additional
gaming tables, which were ordered in March 2001, the casino will launch this
campaign.

SpainTWC is
currently marketing the CDZ casino through direct mail pieces, radio spots,
newspaper advertisements and billboard advertising in English and Spanish, as
appropriate.  By Spanish law, casinos
are not permitted to do any direct advertising.  Promotions of the casino, therefore, must be piggybacked on
advertisements of other services that the property offers.  Due to its location and lack of direct
advertising, the casino continues to rely on a core group of regular customers.

Acquisition Agreements:Tottenham & CoOn January 1,
1997, the Company completed the acquisition of Tottenham & Co., which was
founded in 1988 by Andrew Tottenham, the Company's former President and Chief
Operating Officer (COO).  Tottenham
& Co. is engaged in providing consulting services to gaming companies
worldwide. The consideration paid for Tottenham & Co. by the Company
included 500,000 shares of the Company's Common Stock, and warrants to purchase
250,000 shares at an exercise price of $.5938, the bid price of the Company's
Common Stock on the date of the acquisition as reported by the Nasdaq SmallCap
Market System. In addition, the Company issued two promissory notes in the
aggregate principal amount of $200,000 bearing interest at the rate of 10% per
annum and payable on January 1, 2002 (the "Tottenham Notes"). On
December 31, 1998, the Company and Mr. Tottenham converted the Tottenham Notes
and accrued interest totaling $240,000 into 320,000 shares of the Company's
Common Stock. All of the Common Stock, as well as the Common Stock underlying
the warrants, carries certain "piggyback" registration rights.

Regulations and
Licensing:Czech RepublicDuring the
quarter ended June 30, 1998, the Czech Republic House of Deputies passed an
amendment to the gaming law, which restricted foreign ownership of casino
licenses. In response thereto, the Company restructured its subsidiaries and
Czech legal entities to comply with the amendment and was subsequently granted
a ten-year license.  It is anticipated that the foreign ownership
restriction may be lifted in 2001. There can be no assurance that
the authorities in the Czech Republic will not amend the gaming law as it
pertains to foreign ownership of casino licenses. In the event the gaming laws
are amended in the future, it may have a material adverse effect on the
Company's future profitability and operations. Further, there has been
increased competition in the areas where the Company operates because local
municipalities no longer have control over the issuance of casino licenses,
thereby effectively eliminating exclusivity.

SpainThe new law
that would allow CDZ to move to the center of Zaragoza was passed from a
parliamentary committee to the floor of the regional parliament; however, a
certain amendment to the law was of concern to TWC. The proposed amendment
would have allowed bingo operators in Aragon to install casino-style slot
machines. The DGA, which is controlled by the largest party in parliament,
opposed the amendment and decided to issue a governmental decree to circumvent
the parliament and allow the casino to move to the center city.  However, instead of a decree, in February
2000, the DGA introduced a law, which will allow the casino to relocate upon
issuance of a formal approval by the DGA. 
This law was passed by the local parliament in June 2000, and the Company
has petitioned the DGA for final permission to relocate the casino. 
Prior to approval of this petition, the DGA appointed a committee to
develop a set of gaming regulations that would govern the operation of the
casino in downtown Zaragoza.  The first
draft of the regulations has been completed and is currently on display,
whereby interested parties may review the regulations and petition the
committee to make changes to the draft. 
The Company is in possession of a copy of the proposed regulations and will
lobby for modification of any unfavorable stipulations of the proposed
regulations.

In December 2000, CDZ applied for, and was granted, a five-year
extension on their exclusive gaming license for Aragon province.

Application
of Future or Additional Regulatory Requirements

In the future,
the Company intends to seek the necessary licenses, approvals and findings of
suitability for the Company and its personnel in other jurisdictions; however,
there can be no assurance that such licenses, approvals or findings of
suitability will be obtained or will not be revoked, suspended or conditioned
or that the Company will be able to obtain the necessary approvals for its
future activities. If a license, approval or finding of suitability is required
by a regulatory authority and the Company fails to seek or does not receive the
necessary license or finding of suitability, the Company may be prohibited from
owning or operating gaming establishments in that jurisdiction.

Gaming Taxes

Gaming taxes in
the various locations where the Company operates range from 10% to 55% of net
gaming revenues. There can be no assurances that tax rates, fees or other
payments applicable to the Company's gaming operations will not be increased in
the future.

Competition

The Company's
Czech casinos compete with approximately 11 other casinos in the area, with two
new casinos having been constructed recently across the border in Germany. Due
to the exclusivity of the Spanish casino license, the bingo operations in
Zaragoza are CDZ's only direct competition. (See Item 1. "Description of
Business - Industry Overview".)

Employees

As of March 12,
2001, the Company had the equivalent of 475 full-time employees, including
three executive officers.  The
geographical distribution of these employess is as follows: 392 employees in
the Czech Republic; 79 employees in Spain; one employee in Paris; and three
employees in New York. The Company believes that its employee relations are,
with the exception of CDZ, excellent. 
Frustrated by the fact that their wages have been frozen for the last seven
years, in December 2000, CDZs union employees demanded modifications to an
existing, but unsigned, collective bargaining agreement, which would provide
them with retroactive wage increases. 
Given the economic condition of the business, management rejected the
demands of the employees and negotiations reached an impasse.  In response, in late December 2000, the
employees went on strike for a total of seven days.  However, the employees quickly came to the realization that
striking did not provide them with negotiating leverage, and the employees
returned to work on January 2, 2001.  No
further work stoppages have been threatened.

Item 2.Description
of Property.

Corporate Offices

The Company's
corporate offices are located at 545 Fifth Avenue, Suite 940, New York, New
York, occupying 1,559 square feet of office space under a lease at the rental
rate of $5,456.50 per month expiring in December 2004.

In June 2000,
the Company terminated its lease of approximately 1,500 square feet of office
space in London, England, which was occupied by its Development and Human
Resources teams.  Human Resource
functions are now performed at the local level, and the Development team
operates from in-home offices.

Louisiana

The Company's
lease for the Gold Coin was terminated effective July 31, 1999. TWGLa , a
wholly-owned subsidiary of TWC, owned the 20-acre site on which the Woodlands
is located in DeRidder, Louisiana which was sold on October 4, 1999 for
$295,000.

Czech Republic

The Company
leases a 5,000 square foot casino facility in Ceska Kubice under the terms of
an agreement that expires in 2010. The
Company also leases a hotel from a local bank in nearby Krasnahorska for staff
accommodations at the rate of approximately $1,400 per month.  The hotel will continue to be used for staff
accommodations should the casino be relocated to Folmava.

In Rozvadov,
the Company owns the casino building and an adjacent facility for staff
accommodations.

As part of the
acquisition of Resorts (See Item 1. "Description of Business - General
Development of Business"), TWC acquired approximately 10 acres of land
near Znojmo, close to the border in Austria, on which the Company constructed
and  operates a casino. TWC negotiated
an agreement with a local building contractor who financed and built a 5,000
square foot casino facility and leased it to the Company under the terms of a
ten-year lease for approximately $27,000 per month. (See Item 1.
"Description of Business - Future Operations").



Spain

The Company
leases the current CDZ casino facility from the DGA on a month-to-month basis.

Item 3.Legal
Proceedings.

TWGLa, a
wholly-owned subsidiary of TWC, owned certain ownership interests in two gaming
establishments at truckstops in Louisiana, which included (i) an establishment
located at the 76 Plaza in Lafayette, Louisiana known as the "Gold
Coin" (formerly known as the Gold Nugget), which had 50 video lottery
terminals ("VLTs" or "Devices"), and (ii) the Toledo Palace
(the "Toledo Palace"), which the Company established and licensed at
a truckstop located in DeRidder, Louisiana, known as the Woodlands Travel Plaza
(the "Woodlands") and at which TWGLa operated 33 VLTs.  Both the Gold Coin and the Toledo Palace
establishments were licensed to operate only VLTs.   As a result of a referendum in 1996 in 35 parishes in Louisiana,
including the two parishes in which the Gold Coin and the Toledo Palace are
located, it was determined that video poker would cease effective June 30, 1999
(the "Voter Mandate"). In accordance with the Voter Mandate, the
Louisiana gaming authorities terminated the operations at both the Gold Coin
and the Toledo Palace on June 30, 1999. The Company  appealed the
Louisiana State Court's decision to uphold the Voter Mandate to the U.S.
Supreme Court, and in 2000, the U.S. Supreme Court refused to consider the
case, which, effectively, brought to an end the Companys efforts to challenge
the 1996 Voter Mandate.

On October 6,
2000, the Companys former President and Chief Operating Officer, Andrew
Tottenham, commenced an action against the Company in the United States
District Court for the Southern District of New York.  Tottenham seeks to recover for alleged wrongful conduct in
connection with his separation of employment from the Company.  Tottenham has amended his complaint twice,
most recently on January 26, 2001 to interpose a Second Amended Complaint.  In the Second Amended Complaint, Tottenham
alleges claims for (1) $1,153,333.33 for breach of an employment contract, (2)
$93,320 for breach of an oral contract, (3) equitable and monetary damages in
an unspecified amount based on a derivative stockholders suit/breach of
fiduciary duty, (4) monetary damages in an unspecified amount for conversion,
(5) monetary damages in an unspecified amount for fraud, and (6) indemnification
in an unspecified amount.  On February
23, 2001, the Company answered denying the material allegations of Tottenhams
claims, as well as asserting several counterclaims.  The Company believes it has meritorious defenses to Tottenhams
claims and intends to defend against them vigorously.  Discovery has not yet begun and there have been no other motions
or proceedings in the case.

The Company is
not currently involved in any other material legal proceeding nor was it
involved in any other material litigation during the year ended December 31,
2000.

Item
4.Submission
of Matters to a Vote of Security Holders.

No matter was
submitted to a vote of security holders during the fourth quarter of the fiscal
year covered by this Report.

PART II

Item
5.Market for
Common Equity and Related Stockholder Matters.

The Company's
Common Stock is currently quoted on the OTC Bulletin Board under the symbol
TWCP.  The following table sets forth
the high and low prices of the Company's Common Stock for fiscal years 1999 and
2000:

Common Stock
  High
  Low1999First Quarter
  0.44*
  0.24*Second Quarter
  0.59*
  0.26*Third Quarter
  1.50*
  0.31*Fourth Quarter
  0.85*
  0.50*2000First Quarter
  0.53*
  0.38*Second Quarter
  0.39*
  0.28*Third Quarter
  0.28*
  0.19*Fourth Quarter
  0.28*
  0.12*

* Quoted on OTC
Bulletin Board

There were no
quotations for the $8.50 warrants.

As of March 12,
2001, there were (a) 11,022,901 outstanding shares of Common Stock held of
record by approximately 79 persons; (b) outstanding options to purchase an
aggregate of 876,000 shares of Common Stock; (c) outstanding $8.50 Warrants to
purchase an aggregate of 1,511,429 shares of Common Stock, which have since
expired; (d) outstanding $0.01 Series D Warrants to purchase an aggregate of
2,185,245 shares of Common Stock issued in connection with the March 1996
financing; (e) outstanding $11.55 Warrants to purchase an aggregate of 151,143
shares of Common Stock, which have since expired; (f) outstanding $13.50
Warrants to purchase an aggregate of 151,143 shares of Common Stock, which have
since expired; (g) outstanding $1.50 Series B Warrants to purchase an aggregate
of 3,200,000 shares of Common Stock issued in connection with the restructuring
of certain long-term debt; (h) outstanding $1.00 Series A Warrants to purchase
an aggregate of 960,000 shares of Common Stock issued in connection with the
sale of certain debt instruments; (i) outstanding $.5938 Warrants to purchase
an aggregate of 250,000 shares of Common Stock issued in connection with the
acquisition of Tottenham & Co. (see Item 1. "Description of Business -
Acquisition Agreements"); (j) outstanding $.50 warrants to purchase an
aggregate of 220,760 shares of Common Stock issued in connection with the 1997
Promissory Note, which have since expired, (See Item 6."Management's
Discussion and Analysis or Plan of Operation - Liquidity and Capital
Resources"); (k) outstanding $.01 warrants to purchase an aggregate of
104,225 shares of Common Stock issued in connection with the debt financing to fund
the Bishkek Casino transaction, which have since expired; (l) outstanding $0.01
Series C to purchase an aggregate of 1,013,090 shares of Common Stock issued in
connection with the March 1998 Private Placement, with 6,074,362 of this series
having been exercised; and (m) outstanding $0.01 Series G warrants to purchase
an aggregate 125,073 shares of Common Stock issued in connection with the
October 1999 Private Placement and the October 1999 Senior Notes. (See Item 6.
"Management's Discussion and Analysis or Plan of Operation - Liquidity and
Capital Resources".)

Item
6.Management's
Discussion and Analysis or Plan of Operations.

Forward-Looking
Statements

This Form
10-KSB/A contains certain forward-looking statements. For this purpose, any
statements contained in this Form 10-KSB/A that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will,"
"expects," "believes," "anticipates,"
"estimates," or "intends" or comparable terminology are
intended to identify certain forward-looking statements in this and other
sections of the Form 10-KSB/A.  These
statements by their nature involve substantial risks and uncertainties, and
actual results may differ materially depending on a variety of factors,
including those set forth in the section below entitled "Important Factors
to Consider."

Exchange Rates

Due to the fact
that the Companys operations are all located overseas, the results of the
Company are subject to the impact of fluctuations in exchanges rates.  Currencies in which business is conducted in
these overseas operations include German Marks, which are the basis of chip
values and slot machine coin and bill acceptors in Ceska and Rozvadov, Czech
Republic; Austrian Schillings, which are the basis of chip values and slot
machine coin and bill acceptors in Znojmo, Czech Republic; Czech Korunas, which
is the currency in which payroll and some payable items are paid in the Czech
Republic; Spanish Pesetas, which is the currency in which all aspects of the
CDZ are conducted; and Euros, which have a locked exchange rate with German
Marks, Austrian Schillings, and Spanish Pesetas.  Given the fact that several of the currencies in which the
Company conducts business are tied to the Euro, the impact of exchange rate
fluctuations can be measured comparing only the Euro to the United States
Dollar (USD) rate of exchange and the Czech Koruna to the USD rate of
exchange.

The actual 2000
and 1999 operating results in local currency for the Companys European
operations have been converted to USDs using the average exchange rates of each
quarterly period, which are
depicted in the following table.

Period
  USD
  Czech
  Koruna
  2000
  Czech
  Koruna
  1999
  Euro
  2000
  Euro
  1999January through March
  $1.00
  36.5027
  33.5464
  1.0132
  .8919April through June
  $1.00
  38.8697
  35.5368
  1.0708
  .9458July through September
  $1.00
  39.1083
  34.7184
  1.1045
  .9542October through December
  $1.00
  40.1016
  35.0303
  1.1506
  .9638

The balance
sheet totals of the Companys foreign subsidiaries at December 31, 2000 were
converted to USDs using the prevailing exchange rates at December 31, 2000,
which are depicted in the following table.

As
  Of
  USD
  Czech Koruna
  EuroDecember
  31, 2000
  $1.00
  37.6081
  1.0615

The decline of
the Euro and Czech Koruna to the USD in 2000 had a material affect on the
Companys results in 2000.  Exchange
rate fluctuations reduced the Companys total revenue in the year ended
December 31, 2000 by $1.8 million.  This
revenue reduction was largely offset by $1.7 million in reductions in expenses
related to exchange rate variances.  The
net effect of the strengthening of the USD on the Companys Net Loss was
$72,618 for the year, and equals the difference between the year 2000 results
in local currency converted to USDs using the year 2000 quarterly rates of
exchange between the local currencies and the USD and the year 2000 results in
local currency converted to USDs using the year 1999 quarterly rates of
exchange between the local currencies and the USD.

The weakening
of the Euro against the USD in 2000 is further illustrated in the following
table, which compares the month-by-month USD equivalents in Euros in 1999 and
2000 as well as the month-by-month percentage increase in the value of the US
Dollar versus the Euro year over year.

MONTH
  USD
  Euro 1999
  Euro 2000
  USD Increase from '99 to '00Jan
  1.000
  0.8749
  1.0235
  17%Feb
  1.000
  0.9060
  1.0290
  14%Mar
  1.000
  0.9316
  1.0406
  12%Apr
  1.000
  0.9440
  1.0969
  16%May
  1.000
  0.9563
  1.0758
  12%Jun
  1.000
  0.9685
  1.0512
  9%Jul
  1.000
  0.9338
  1.0829
  16%Aug
  1.000
  0.9487
  1.1196
  18%Sep
  1.000
  0.9389
  1.1375
  21%Oct
  1.000
  0.9476
  1.1892
  25%Nov
  1.000
  0.9916
  1.1664
  18%Dec
  1.000
  0.9959
  1.0620
  7%

Results of Operations

The following discussion and analysis relates to the financial
condition and results of operations of the Company for the year ended December
31, 2000 and comparison of those results to the year ended December 31, 1999
(previous year or prior year).

This
information should be read in conjunction with the Company's Consolidated
Financial Statements and notes appearing elsewhere herein. All amounts in the
following discussions have been rounded to the nearest thousand except where
indicated.

Year
Ended December 31, 2000 Compared to Year Ended December 31, 1999

Results of Operations
  For
  the Years Ended December 31,2000
  1999Revenue
  $14,430
  $12,294Loss from continuing operations
  (6,266)
  (6,763)Income from discontinued operations (1)
  
  354Net Loss
  (6,266)
  (6,409)Earnings/(loss) per common share; basic and
  diluted
  $(1.17)
  $(1.78)Weighted average common shares outstanding;
  basic and diluted
  5,365,000
  3,598,000




(1)         Discontinued operations consist of the
Gold Coin and Toledo Palace.

Revenues

At $14.4
million, total revenue for the year ended December 31, 2000 improved by $2.1
million or 17.4% over total revenue for the year ended December 31, 1999.  The overall revenue improvement was the
result of revenue growth derived from the Companys newest casino in Znojmo,
Czech Republic, which opened on December 22, 1999 as well as 20.3% revenue
growth in Rozvadov and modest, 2.4% improvement of the revenues produced by
CDZ.  In aggregate, this increase in
revenue more than offset a 23.1% decline in revenue production of the Companys
largest casino, which is located in Ceska, Czech Republic, and reduction of
revenues produced by the Management Company, which benefited from revenues of
the now defunct Bishkek casino in 1999. 
Further, the exchange rate variances discussed above served to reduce the
total revenues of the Company by $1.8 million versus the total revenue that
would have been achieved had the exchange rates in the year 2000 mirrored those
of 1999.

Cost of Revenues

Cost of Revenues consists of the direct costs of operating the
Czech Republic and Spain casinos, primarily in the areas of labor, security,
and general office expenses.  Costs of
revenues in 2000 were approximately $7.8 in the year ended December 31, 2000,
which represents a decrease of $350,000 versus the year ended December 31,
1999.  In reality, the actual local
currency Cost of Revenue expenditures of the foreign business units increased
in the year ended December 31, 2000; 
however, when these expenditures are translated into USDs using the
prevailing exchange rates of 2000, the total decreases by $1.0 million.  While Cost of Revenue expenses decreased by
16.7% in Ceska due to reduced activity, Cost of Revenues from the new casino in
Znojmo coupled with modest volume related increases in Rozvadov and CDZ
resulted in a net increase in overall Cost of Revenue expenditures in local
currency.

Selling, General and Administrative

Selling, general and administrative (SG&A) expenses were
$6.2 million in 2000, which represents a 42.1% increase over 1999. This
increase can be attributed to the addition of the casino in Znojmo, the
SG&A costs of which were magnified in 2000 due to costs associated with the
startup of the casino, the fact that $1.0 million in SG&A costs were
allocated to discontinued operations in 1999, and, in offset to these
influences, as above, fluctuation of the exchange rates served to decrease the
year 2000 SG&A expenditures by $778,000 in comparison to 1999.

Depreciation
and amortization, which consists, primarily, of amortization of assets acquired
during 1998 and 1999, decreased from $2.8 million in 1999 to $2.6 million in
1999 due, primarily, to a $164,000 decrease in this expense for Resorts, which,
as above, was, primarily, the result of the impact of exchange rate
fluctuations.

Interest
expense for the year ended December 31, 2000 was $4.0 million compared to $3.6
million for the year ended December 31, 1999. The increase is due, primarily,
to twelve months of interest on the $3.0 million Indenture being incurred in
2000 versus approximately two and one half months of interest having been
incurred on this debt in 1999.

Net Loss

The Company
incurred a loss from continuing operations of approximately $6.3 million for
the year ended December 31, 2000 as compared to $6.8 million in the year ended
December 31, 1999, an improvement of 7.9%.

Business Units:The Company's
results in 2000 are derived from a full year of activity of the European
operations and the Corporate Headquarters in New York.  The following table depicts the operating
results by business unit based on actual exchange rates:

Year Ended December 312000
  1999 (1)
  VarianceCeska, Czech RepublicTotal number of guests
  
  62,232
  
  57,566
  4,666Average "Drop per Head" (2)
  
  $338
  
  $386
  $(48)Total drop ($000) (3)
  
  21,040
  
  22,197
  (1,157)Win percentage (4)
  
  18.2%
  
  20.7%
  (2.5)Total revenue ($000)
  
  4,732
  
  6,156
  (1,424)Operating expenses ($000)
  
  (3,003)
  
  (3,882)
  879Management fees ($000) (5)
  
  (890)
  
  (808)
  (82)Income from operations exclusive of interest
  and depreciation and amortization ($000)
  839
  
  1,466
  (627)Rozvadov, Czech RepublicTotal number of guests
  
  34,270
  
  33,359
  911Average "Drop per Head" (2)
  
  $269
  
  $187
  $81Total drop ($000) (3)
  
  9,202
  
  6,241
  2,961Win percentage (4)
  
  16.9%
  
  19.8%
  (2.9)Total revenue ($000)
  
  2,071
  
  1,752
  319Operating expenses ($000)
  
  (1,439)
  
  (1,453)
  14Management fees ($000) (5)
  
  (322)
  
  (312)
  (10)Income (loss) from operations exclusive of
  interest and depreciation and amortization ($000)
  310
  
  (12)
  322Znojmo, Czech Republic (6)Total number of guests
  
  53,634
  
  3,900
  49,734Average "Drop per Head" (2)
  
  $285
  
  $320
  $(35)Total drop ($000) (3)
  
  15,310
  
  1,249
  14,061Win percentage (4)
  
  16.2%
  
  19.9%
  (3.7)Total revenue ($000)
  
  3,654
  
  342
  3,313Operating expenses ($000)
  
  (3,027)
  
  (228)
  (2,800)Management fees ($000) (5)
  
  (595)
  
  (96)
  (499)Income from operations exclusive of interest
  and depreciation and amortization ($000)
  32
  
  19
  13Zaragoza, SpainTotal number of guests
  
  23,729
  
  24,219
  (490)Average "Drop per Head" (2)
  
  $515
  
  $610
  $(95)Total drop ($000) (3)
  
  12,217
  
  14,774
  (2,557)Win percentage (4)
  
  23.4%
  
  16.5%
  6.9Total revenue ($000)
  
  3,970
  
  3,877
  93Operating expenses ($000)
  
  (4,784)
  
  (5,574)
  790Management fees ($000) (5)
  
  -
  
  -
  -Loss from operations exclusive of interest and
  depreciation and amortization ($000)
  (814)
  
  (1,697)
  883Management Company, New YorkTotal revenue ($000)
  
  3
  
  167
  (164)Eliminations ($000) (7)
  
  613
  
  1,303
  (690)Operating expenses ($000)
  
  (2,340)
  
  (2,666)
  326Management fees ($000) (5)
  
  
  1,807
  
  1,216
  591Income from operations exclusive of interest
  and depreciation and amortization ($000)
  83
  
  20
  63Grand TotalTotal number of guests
  
  173,865
  
  119,044
  54,821Average "Drop per Head" (2)
  
  $332
  
  $373
  $(41)Total drop ($000) (3)
  
  57,769
  
  44,461
  13,308Win percentage (4)
  
  18.6%
  
  19.2%
  (0.6)Total revenue ($000)
  
  14,430
  
  12,294
  2,136Operating expenses ($000)
  
  (13,980)
  
  (12,498)
  (1,482)Management fees ($000) (5)
  
  0
  
  0
  0Income (loss) from operations exclusive of
  interest and depreciation and amortization ($000)
  450
  
  (204)
  654





(1)
  Includes continuing
  operations only.(2)
  The per guest average
  dollar value of gaming chips purchased.(3)
  The total value of all
  gaming chips purchased.(4)
  The ratio of table
  game revenues to the value of all gaming chips purchased.(5)
  Eliminated In
  consolidation.(6)
  Operations commenced
  December, 1999.(7)
  Consists of gaming
  equipment leases and other business unit billbacks that are eliminated in
  consolidation.Ceska,
Czech RepublicThe casino in
Ceska, Czech Republic faced major challenges from rival casinos in 2000, and
the declines in Drop per Head and total revenue reflect the effect of that
competition.  In September 1999, a
second casino opened in Folmava, which is the village that lies between Ceska
and the German border, and in April 2000, two casinos opened in Germany, which,
due to their location, operate in direct competition with the Companys Ceska
casino, whose clientele is predominantly German.  In response, the Company launched a series of aggressive
marketing campaigns and promotions, which were designed to attract back former
players who had migrated to the competition and to stimulate visitation from
new players.  While efforts to increase
awareness of the casino were successful, as evidenced by the 4,666 growth in
attendance in the year ended December 31, 2000 versus the previous year, the
casino experienced a marked deterioration of its Drop per Head, due to the fact
that the attendance included a large number of novice players, who are
typically low volume players.  As a
result of this and the influence of the fluctuation of exchange rates, the
Total Drop for the year ended December 31, 2000 decreased by $1.2 million
versus the year ended December 31, 1999. 
This decline, coupled with a Win percentage that was 2.5 percentage
points lower in the year ended December 31, 2000 than the prior year, resulted
in a year over year decline of $1.4 million in total revenue in 2000 versus
1999.  Further, the Win percentage in
2000 was negatively affected by some of the promotional programs that were
introduced during the year in an effort to increase attendance.  For example, a three-for-one entrance
promotion, which was implemented in July 2000, drove down the Win percentage
through exclusion of these chips in calculation of the Win.  Under the terms of the promotion, visitors
received the equivalent of three times the cost of entrance to the casino in
non-negotiable playing chips.  The value
of these chips was deducted from the casinos Win each day, thereby reducing
the Win percentage, which is a function of the Total Drop exclusive of the
non-negotiable chips.  Due to the
allocation of a portion of the regions administrative costs to the new casino
in Znojmo, the benefits of economies of scale, and the effect of exchange rate
fluctuations, operating expenses in Ceska were reduced by $879,000 in the year
ended December 31, 2000 versus total year 1999.  As a result, the impact of the $1.4 million revenue decline in
the year ended December 31, 2000 versus the previous year was reduced by
$800,000 at the Income from Operations Exclusive of Interest and Depreciation
and Amortization level.

Rozvadov, Czech RepublicThe casino in
Rozvadov experienced gains in both attendance and Drop per Head in the year
ended December 31, 2000 versus the year ended December 31, 1999.  Despite a 2.9 percentage point decline in
Win percentage in the year ended December 31 2000 versus the prior year, which,
as in Ceska, was partly due to the negative impact of several entrance
promotions on the Win percentage, total revenue in the year ended December 31,
2000 improved by $319,000 versus the prior year, inclusive of the influence of
the decline of European currencies against the USD.  Rozvadovs improvement can, in part, be attributed to the
addition of two gaming tables in 2000. 
The tables were added due to overcrowded conditions, particularly on
weekends, which the casino experienced on a regular basis.  While the attendance growth in 2000 versus
the prior year might suggest a larger number of novice players in the mix, the
additional tables allowed the casinos higher volume players to produce more in
peak periods.  Prior to the addition of
these tables, regular customers sometimes had difficulty finding seats open at
the casinos tables on weekends due to the presence of many casual
players.  Operating expenses in Rozvadov
in the year ended December 31, 2000 were only slightly higher than the previous
year, which resulted in a flow through to Income from Operations exclusive of
Interest and Depreciation and Amortization of 92.6% of the revenue growth from
the year ended December 31, 1999 to the year ended December 31, 2000 or
$323,000 versus $349,000.



Znojmo, Czech RepublicThe attendance
of 53,634 at the Companys newest casino in Znojmo, Czech Republic, which
opened on December 22, 1999, exceeded expectations and was second to that of
only Ceska in the year ended December 31, 2000.  Since its opening, business volume has grown steadily in Znojmo,
and as of March 21, 2001, the casino has the highest attendance, Total Drop, and
total revenue figures of any of the Companys four casinos.  The Znojmo casino is located on the border
between the Czech Republic and Austria and draws the majority of its clients
from the northern suburbs of Vienna. 
The casual and lively atmosphere of this American Old West theme casino
sits in stark contrast to the formal ambience of the Viennese casinos and has
proven to be a popular alternative for many Austrian gamblers.  Local competition to the Companys Znojmo
casino includes two casinos operated by Novomatic, the slot manufacturer, and
one casino operated by Casinos Austria. 
The Companys casino has, based on observations with regard to the
volume of business at these establishments, dramatically outperformed its local
competitors due to, what management believes, is its superior location and the
quality of its product, both in terms of physical plant and service.  Total revenue for the Znojmo casino in the
year ended December 31, 2000 was approximately $3.7 million.  This total was negatively influenced by the
16.2 win percentage that was realized in the year ended December 31, 2000,
which was the lowest of the Companys four casinos and was due, primarily, to
the inexperience of its dealers and staffing shortages in the first few months
of operation.  In addition, the effect
of the entrance charge policy of giving the equivalent of 300 Austrian
schillings in non-negotiable playing chips in exchange for payment of the 250
Austrian Schilling entrance fee impacted the win percentage by more than two
percentage points.  Znojmos Income from
Operations Exclusive of Interest and Depreciation and Amortization was $31,000
in the year ended December 31, 2000. 
This total, which represents .8% of the total revenue generated by the
casino during the period, reflects the fact that a number of start-up expenses
were incurred during the year, including, marketing costs related to the Grand
Opening parties, which were held in January 2000, and non-capitalized
construction related costs.

Znojmo opened
with eleven gaming tables but has ample space to expand to twenty tables.  In light of crowded conditions experienced
by the casino in peak periods, an additional five gaming tables were ordered in
March 2001, and it is anticipated that these tables will be put into operation
by early May 2001.  Further, the Company
has prepared an extensive marketing campaign, which targets the residents of
Vienna, and intends to implement this program in the fall of 2001.

Zaragoza, SpainFueled by an
exceptionally high win percentage and despite a decrease in attendance and Drop
per Head in the year ended December 31, 2000, CDZ experienced a 2.4% growth in
total revenue versus the prior year. 
This modest revenue growth, coupled with a $790,000 reduction in
operating expenses, resulted in a $883,000 improvement of the Income from
Operations Exclusive of Interest and Depreciation and Amortization in the year
ended December 31, 2000 versus the previous year.  However, due to CDZs location, laws preventing direct
advertising of the casino, its high operating and overhead costs, its limited
number of guest rooms, and the poor condition of other parts of the facility,
the casino continued to incur losses in the year ended December 31, 2000, and
the Loss from Operations Exclusive of Interest and Depreciation and
Amortization for the year, which was also positively influenced by exchange
rate fluctuations, was $814,000.

CDZ relies on the revenue produced by a core
group of high volume players, and clearly, the revenue derived from this
limited group is not sufficient to sustain the operation, even in a year like
2000, when the casino experienced a healthy 23.4 win percentage.  Any future success of CDZ is dependent upon
its relocation to downtown Zaragoza.  In
December 2000, the casino was granted a five year extension to its exclusive
gaming license in Aragon province, and the Company continues to pursue
relocation of the casino to the center of Zaragoza (See:  Item 1. 
Description of Business.)  The status of the intended move to
downtown Zaragoza is as follows.  An
understanding has been reached with an agency of the provincial government, the
DGA, to allow the casino to execute this move, subject to the issuance of a
decree.  However, instead of issuing a
decree, in February 2000, the DGA introduced a law, which was passed by the
local parliament in June 2000, to allow the casino to relocate upon issuance of
a formal approval by the DGA.  The
Company has petitioned the DGA for permission to relocate the casino.  The Company believes that if it obtains the
DGAs approval and if it raises the necessary capital (anticipated to
approximate $6.0 million) to facilitate the relocation of the casino, it will
commence operations in its new location in January 2002.  In the meantime, the Company is moving
forward with the design stages of the proposed downtown facility.

Liquidity and Capital Resources

The Company's
working capital deficit, defined as current assets minus current liabilities,
increased $4.2 million to a deficit of $8.2 million at December 31, 2000 from a
working capital deficit at December 31, 1999 of $4.0 million.  The increase was due, primarily, to accrued
but unpaid interest on the Senior Notes.

For the year
ended December 31, 2000, the Company had net cash provided by continuing
operations of $813,000.  This was primarily
a result of a $6.3 million loss from continuing operations, $2.6 million of
depreciation and amortization, $735,577 of non-cash interest related to the
amortization of debt discount recorded in connection with the warrants issued
with the March 1998 and October 1999 Private Placements and a $3,720,000 net
increase in cash attributable to changes in operating assets and
liabilities.  For the year ended
December 31, 2000, net cash used in investing activities of $284,000 which was
for the purchase of property and equipment. 
For the year ended December 31, 2000, net cash used in financing
activities of $156,000 included proceeds from a short-term obligation of
$600,000, $426,000 of repayments of other short-term obligations and payments
of $330,000 for deferred financing costs.

The Company
has, from time to time, been in technical default of the Amended Indentures and
is so as of December 31, 2000.  TWC
relies upon the forbearance and waivers on the default of certain covenants
from Value Partners, which represents a majority in interest of the holders of
the Senior Notes. The Company has borrowed other amounts from Value Partners
from time to time (some of which have been in technical default for which
forbearance or waivers have been granted). 
At December 31, 2000, Value Partners owned 66% of the Company's
long-term debt and owned warrants to acquire 61.2% of the Company's issued and
outstanding shares of Common Stock.  On
February 23, 2001, Value Partners converted 5,657,452 of $0.01 warrants held by
it.  With the exercise of those
warrants, Value Partners holds a controlling 51.32% of the Companys issued and
outstanding Common Stock, which does not include 2,600,000 warrants it holds.

Interest
payments under the terms of the Senior Notes were paid when due on March 17,
2000 and were partially paid when due on September 17, 2000.    In March 2001, the Company received
waivers on all defaults (including the incurrence of additional indebtedness
discussed in the next paragraphs) under the March 1998 Senior Notes and October
1999 Senior Notes.  These waivers shall
be effective through the earlier of: 
(i) Ten days subsequent to the receipt of any debt or equity financing
collectively in excess of $5.0 million (the Companys contemplated
financing); or (ii) January 1, 2002. 
If the Companys contemplated financing has not occurred by July 2001,
then as a further condition of waiver, the Company will commence monthly
payments of $75,000 to be applied against the past due interest
obligations.  Managements plan to cure
the current technical default of the Amended Indentures and to avoid future
such occurrences includes the securing of additional financing, the proceeds
from which would be used to implement some of the strategies discussed in the
Plan of Operations, to acquire new Business Units, and to provide the Company
with additional working capital as well as the conversion of a portion of the
existing bond debt to Common Stock. 
Management has discussed the debt conversion issue with the Companys
majority holder of the Senior Notes and is optimistic that a minimum of $4.8
million of the Companys $24.8 million Indenture debt plus the accrued interest
on this debt will be converted to Common Stock before December 31, 2001.

In accordance
with Spanish law, in order for a casino company to remain solvent it must have
a minimum capitalization of approximately $1.1 million and such
recapitalization required the approval of both the CDZ's Board of Directors
(received in July 1998) and the Council of Ministers in Spain (received in
October 1999).  The owner of the
remaining 10% of CDZ declined to participate in the recapitalization and under
Spanish law that 10% interest was diluted to zero once the recapitalization had
been approved by the Council of Ministers, bringing the total TWC ownership to
99.92%, after TWCs transfer of .08% ownership to its representatives for
administrative purposes.

The Company
estimates that approximately $5.0 million will be required to execute the CDZ
casino relocation to downtown Zaragoza, assuming permission is received from
the DGA for such move.

During the
years ended December 31, 2000, 1999 and 1998, DGA granted the Company a
deferral of approximately $1.8 million in taxes on gaming winnings accruing
during 1997-1999.  Furthermore, in April
1999, the Company reached an agreement with the Spanish Social Security
Authorities to defer approximately $1.2 million related to all debts generated
in 1997 and the first quarter of 1998.

If the Company
does not make its payments according to the receivership schedule and is unable
to obtain further deferral from the Spanish Taxing Authorities, the debt would
become immediately payable and revert to pre-receivership levels.  Management has indicated that, based on its
discussions with Spanish Taxing Authorities, further deferral of payments until
the casino opens in downtown Zaragoza is expected.

In March 2001,
Value Partners, Ltd, the majority holder of the Senior Notes, granted TWC
forbearance and waiver of restrictions regarding incurrence of additional
indebtedness in order to enable TWCs subsidiaries in the Czech Republic to
secure an operating loan.  On March 20,
2001 said operating loan was secured in the amount of approximately $792,000
and is collateralized by the Companys parcel of land in Folmava, Czech
Republic and the casino and staff buildings in Rozvadov, Czech Republic.  Proceeds from the loan were used to pay the
approximately $231,000 remaining balance of an existing operating loan in the
Czech Republic and to pay approximately $561,000 in gaming taxes owed to the
local authorities for the year ended December 31, 2000.  The loan, which has an 18-month term and
bears interest at a rate of 6.9% per annum, will be repaid in monthly installments
from April 20, 2001 through December 20, 2002.

Plan
of Operations

TWC management
will continue to develop marketing and operational strategies designed to
increase attendance and revenues at its existing locations in the Czech
Republic and Spain.

In 2000, the
Company added one electro-mechanical roulette table to its Ceska casino and
replaced four of its existing slot machines with newer-style slots. The
Rozvadov casino was expanded by two gaming tables, leaving it with a total of
nine tables currently in operation.  In
Znojmo, fourteen existing slot machines were replaced with newer machines of a
type that are generally preferred by the casinos target Austrian clients.
Orders have been placed for an additional five gaming tables for Znojmo, which
will be put into operation sometime in late April or early May 2001.

Further, the
Company has acquired land close to the German border near Ceska Kubice, at
Folmava, Czech Republic and is considering building a casino to replace the
existing facility. Management believes that the new location would be more
accessible to its main target market in Germany and will result in improved
attendance and play.  The Company is
also studying a proposed project to develop a fourth casino in the Czech
Republic.

TWC continues
to petition the DGA of Aragon province in Spain to grant CDZ final permission
to relocate its casino operation to the city center.  This approval is expected by the end of June 2001, and management
anticipates that the new casino location will commence operations in January
2002.

Important Factors to
Consider:Accumulated
Deficit; Operating Losses; Going ConcernOn December 31,
2000, the Company had an accumulated deficit of approximately $36.6 million and
a working capital deficit of $8.2 million. For the year ended December 31,
2000, the Company incurred a net loss of approximately $6.3 million. The
ability of the Company to achieve profitability depends upon the successful
operation of gaming establishments in the Czech Republic and Spain, their
expansion and relocation, and the diversification of its operations to include
other sources of revenue. There can be no assurance that the Company will
achieve profitability as a result of these operations or otherwise. The
Company's independent public accountants' have issued their report dated March
2, 2001 (except for Note 13, which is as of April 2, 2001) with an explanatory
paragraph relating to the Company's ability to continue as a going concern.



Termination
of Louisiana Operations in 1999; Need to DiversifyAt this time,
the Company has operations in the Czech Republic and Spain, but no gaming
operations in the United States. The Company is currently seeking to develop or
acquire interests in gaming operations and hotels at other locations; however,
there can be no assurance that the Company will be able to develop or acquire
such new operations in the future.

Taxation of Gaming OperationsGaming
operators are typically subject to significant taxes and fees in addition to
federal and state corporate income taxes, and such taxes and fees are subject
to increase at any time. Any material increase in these taxes or fees would
adversely affect the results of operations of the Company. The Czech Republic
currently has a number of laws related to various taxes imposed by governmental
authorities. Applicable taxes include value added tax, corporate tax, charity
tax, and payroll (social) taxes, together with others. In addition, laws
related to these taxes have not been in force for significant periods, in
contrast to more developed market economies; therefore, implementing
regulations are often unclear or nonexistent. Accordingly, few precedents with
regard to issues have been established. Often, differing opinions regarding
legal interpretations exist both among and within government ministries and organizations,
creating uncertainties and areas of conflict. Tax declarations, together with
other legal compliance areas (for example, customs and currency control
matters) are subject to review and investigation by a number of authorities,
which are authorized by law to impose extremely severe fines, penalties and
interest charges. These facts create tax risks in the Czech Republic
substantially more significant than typically found in countries with more
developed tax systems. Management believes that it has adequately provided for
tax liabilities; however, the risk remains that relevant authorities in the
Czech Republic and in Spain could take differing positions with regard to
interpretive issues and the effect on amounts paid for taxes, fines, penalties,
and interest could be significant.

Dependence upon Key PersonnelThe Company's
ability to successfully implement its strategy of expansion and
diversification, manage the Czech and Spanish casinos, and maintain a
competitive position will continue to depend, in large part, on the ability of
Mr. Ramadan.  Prior to joining TWC, Mr.
Ramadan served as Executive Vice President of Finance for the Ian Schrager
Hotels and also held financial positions with Hyatt Hotels, Euro-Disney and
Meridien Hotels.  The Company may also
be highly dependent upon other key employees, casino managers and consultants
whom the Company may retain from time to time. Although Mr. Ramadan has an
employment agreement with the Company that continues for an additional year and
includes the possibility for extensions, there can be no assurances that the
Company will be able to continue to retain Mr. Ramadan or any of such other
personnel.

Need for Additional FinancingThe Company
believes, although there can be no assurance, that existing cash, together with
anticipated cash flows from operations, will be sufficient to satisfy its
current obligations for the next twelve months.   The expected cash flow will not be sufficient to settle existing
past due interest and other obligations. 
Further, the Company will require additional capital for the relocation
of the Ceska and CDZ casinos as well as the expansion of the casino near Znojmo
and other growth opportunities. If such additional financing does not
materialize, this would have a materially adverse effect on the financial
condition and operations of the Company. The Company requires additional debt
and/or equity financing for the acquisition of other businesses.  The Company's ability to obtain additional
financing may be limited for a number of reasons, including the fact that
because the Company is highly-leveraged, a substantial portion of the Company's
assets are subject to liens, and the Companys poor past performance. There can
be no assurance that such financing will be available on terms favorable to the
Company or at all.

Because the
Company is highly leveraged, it is more vulnerable to extended economic
downturns and reduces the Company's ability to respond to changing economic and
industry conditions. This high leverage may adversely impact the holders of the
Company's equity securities by impairing the Company's ability to obtain
additional financing needed for working capital, capital expenditures,
acquisitions or general corporate purposes.

Under the terms
of the 12% Senior Secured Notes, any additional financing will require the
consent of the existing holders of these Notes to subordinate the current debt
to a new loan, the collateral for which would include assets of the Company
that were pledged in conjunction with the issuance of the 12% Senior Secured
Notes.

In 2000, after
consultation with the Companys majority holder of the Senior Notes, Mr.
Ramadan began actively seeking potential sources of financing with the intent
of using the proceeds of such financing to acquire one or more hotels and to
provide the Company with additional working capital.  He was able to obtain a term sheet from a US-based venture
capital firm, which stipulated that the firm would be willing to provide the
Company with funding subject to payment of a reimbursable one percent
Commitment Fee and $75,000, which would be used to pay the costs associated
with completion of the potential lenders due diligence work.  The Company submitted a request for $20.0
million financing, and on November 4, 2000, the Company completed payment of
these fees.  Pursuant to this payment,
the potential lender began its due diligence work.  The Company has provided the potential lender with appraisal
reports for the existing and potential acquisition assets, which conform to
USPAP guidelines, and management is optimistic that it will be successful in
its efforts to secure funding from this source.

International ActivitiesSince July 1,
1999, the Company's operations were totally outside of the United States.
Operating internationally involves additional risks relating to such things as
currency exchange rates, different legal or regulatory environments, political
and economic risks relating to the stability or predictability of foreign
governments, differences in the manner in which different cultures do business,
difficulties in staffing and managing foreign operations, differences in
financial reporting, operating difficulties, different types of criminal
threats and other factors. The occurrence of any of these risks, if severe
enough, could have a material adverse effect on the financial condition or
results of operations of the Company.

Licensing and RegulationThe Company's
operations are subject to regulation by each local jurisdiction in which it
operates or plans to operate business, as well as federal laws and the laws of
any foreign country. Each of the Company's officers, and directors, and in
certain instances, persons who have more than a 5% income or profit interest
in, or who exercise significant influence over the activities of the Company,
may be subject to strict scrutiny and approval from the gaming commission or
other regulatory body of each jurisdiction in which the Company may conduct
gaming operations.

The failure to
obtain any license for properties upon which the Company plans to operate or
manage a gaming establishment in the future would have a materially adverse
effect on the Company's business. Obtaining required licenses can be time
consuming and costly with no assurance of success. In addition, the Company is
subject to changes in the laws of the jurisdictions in which it operates, which
could materially limit the Company's ability to conduct business profitably. In
the event that a required license is not granted for any particular location,
the Company's options would include effecting a transfer of substantially all
of its related gaming assets to a different location or selling its interest in
the gaming operations at that location to a third party. There can be no
assurance that the Company would be able to relocate gaming assets or sell its
interests on acceptable terms or at all, and the inability to do so would have
a materially adverse effect upon the business and prospects of the Company.

Liability InsuranceThe Company
currently maintains and intends to maintain general liability insurance in each
of those locations in which it operates. There can be no assurance that
liability claims will not exceed the coverage limits of such policies or that
such insurance will continue to be available on commercially reasonable terms
or at all. There can be no assurance that such insurance will be adequate to
cover unanticipated liabilities.

No DividendsThe Company has
not paid any dividends to date on its Common Stock, and does not expect to
declare or pay any dividends in the foreseeable future. The Company intends to
retain future earnings, if any are generated, for investment in its business.

Possible
Adverse Effect of Issuance of Preferred StockThe Company's
Articles of Incorporation authorize the issuance of 2,000,000 shares of
"blank check" Preferred Stock, with designations, rights and
preferences determined from time to time by its Board of Directors.
Accordingly, the Company's Board of Directors is empowered, without further
stockholder approval, to issue Preferred Stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of the Common Stock. In the event of issuance,
the Preferred Stock could be used, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company. The
Company has no current plans to issue any shares of Preferred Stock. However,
there can be no assurance that Preferred Stock will not be issued at some time
in the future.

Dilutive Effect of WarrantsIn March 1998,
in connection with the completion of the Private Placement, the Company issued
warrants to purchase approximately 9.5 million shares of the Company's Common
Stock. In addition, in connection with the restructuring of the Senior Notes,
in March 1998 the Company issued approximately 3.2 million warrants to purchase
the Company's Common Stock.  The Company
also issued approximately 1.25 million warrants to purchase the Companys
Common Stock in connection with the October 1999 Private Placement.  The issuance of such securities will have a
dilutive effect on any earnings that the Company might generate when the
earnings are evaluated on a diluted basis. Together these warrants represented
at December 31, 2000, 260% of the Company's issued and outstanding shares of
Common Stock.  On February 23, 2001,
Value Partners, the  majority holder of
the Senior Notes, converted 5,657,452 of $0.01 warrants held by it, which
reduces the total warrants outstanding to 8,210,075, which represents 74.5% of
the 11,022,901 outstanding shares of 
Common Stock.

Item 7.Financial
Statements.

The following
items are included in this Report:

Consolidated Financial Statements



Independent
  Auditors' Report
  F-1Consolidated
  Balance Sheet
  F-2Consolidated Statements of
  Operations and Comprehensive Loss
  F-3Consolidated Statements of
  Stockholders' Deficit
  F-4Consolidated Statements of Cash
  Flows
  F-5-6Notes to Consolidated Financial
  Statements
  F-7-21Audit Report
  for CDZ
  F-22

INDEPENDENT AUDITORS'
REPORT





Board of Directors
Trans World Corporation



We have audited the accompanying consolidated
balance sheet of Trans World Corporation. (formerly Trans World Gaming Corp.)
and Subsidiaries as of December 31, 2000, and the related consolidated
statements of operations and comprehensive loss, stockholders' deficit and cash
flows for the years ended December 31, 2000 and 1999.  These consolidated financial statements are the responsibility of
the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.  We did
not audit the financial statements of a majority-owned subsidiary, which
statements reflect total assets of approximately $1,746,000 as of December 31,
2000, and total revenues of approximately $3,905,000 and $3,877,000  for the years ended December 31, 2000 and
1999, respectively.  Those financial
statements were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to the amounts included for the
majority-owned subsidiary, is based solely on the reports of the other auditors.

We conducted our audits in
accordance with auditing standards generally accepted in the United States of
America.  Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors provide a
reasonable basis for our opinion.

In our opinion, based on
our audits and the reports of other auditors, the consolidated financial
statements referred to above present fairly, in all material respects, the
consolidated financial position of Trans World Corporation and Subsidiaries as
of December 31, 2000, and the consolidated results of their operations and
their cash flows for the years ended December 31, 2000 and 1999, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going
concern.  As discussed in Note 1 to the
consolidated financial statements, the Company has suffered significant losses
from operations and has a working capital deficit and a stockholders deficit
at December 31, 2000.  These conditions
raise substantial doubt about the Companys ability to continue as a going
concern.  Managements plans regarding
those matters are also described in Note 1. 
The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



/s/  Rothstein, Kass & Company, P.C.



Roseland, New Jersey
March 2, 2001, except for Note 13, which
 is as of April 2, 2001

TRANS WORLD CORPORATION AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEET
December 31, 2000(in thousands, except for per
share data)




ASSETSCURRENT ASSETSCash
  $1,285Other current assets
  269Total current assets
  1,554PROPERTY
  AND EQUIPMENT, net
  4,724OTHER
  ASSETSGoodwill, less accumulated amortization of $5,949
  8,409Deposits and other assets
  1,2209,629$15,907LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT
  LIABILITIESShort-term debt
  $320Accounts payable
  940Interest payable
  3,203Taxes payable to Spanish taxing authorities,
  current portion
  3,113Accrued expenses and other current liabilities
  2,141Total
  current liabilities
  9,717LONG-TERM
  LIABILITIESLong-term debt
  21,284Other long-term liabilities
  4,94326,227COMMITMENTS
  AND CONTINGENCIESSTOCKHOLDERS'
  DEFICITPreferred stock, $.001 par value, 2,000 shares
  authorized,none issuedCommon stock $.001 par value, 50,000 shares
  authorized,5,365 shares issued and outstanding
  5Additional paid-in capital
  15,016Accumulated other comprehensive income
  1,508Accumulated deficit
  (36,566)Total
  stockholders' deficit
  (20,037)$15,907See accompanying notes to consolidated financial statements






TRANS WORLD CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
Years Ended December 31, 2000 and 1999
(in thousands, except for per share data)


2000
  1999REVENUES
  $14,430
  $12,294COSTS
  AND EXPENSESCost of revenues
  7,799
  8,149Depreciation and amortization
  2,624
  2,839Selling, general and administrative
  6,181
  4,34916,604
  15,337LOSS
  FROM OPERATIONS
  (2,174)
  (3,043)OTHER
  INCOME (EXPENSE)Interest income
  30
  40Interest expense
  (4,007)
  (3,601)Foreign exchange loss
  (115)
  (217)Other
  
  58(4,092)
  (3,720)LOSS
  FROM CONTINUING OPERATIONS
  (6,266)
  (6,763)DISCONTINUED
  OPERATIONS,income from operations of discontinuedtruckstop segment
  
  354NET
  LOSS
  $(6,266)
  $(6,409)WEIGHTED
  AVERAGE COMMON SHARES OUTSTANDING, basic and diluted
  5,365
  3,598INCOME
  (LOSS) PER COMMON SHARE, basic and dilutedFrom continuing operations
  $(1.17)
  $(1.88)From discontinued operations
  
  0.10Net loss
  $(1.17)
  $(1.78)COMPREHENSIVE
  LOSSNet
  loss
  $(6,266)
  $(6,409)Other
  comprehensive income, foreign currencytranslation adjustment
  473
  923Comprehensive
  loss
  $(5,793)
  $(5,486)See accompanying notes to consolidated financial statements

TRANS WORLD CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
Years Ended December 31, 2000 and 1999
(in thousands, except for per share data)




Accumulated
  Other
  Comprehensive
  IncomeAdditional
  Paid-in
  Capital
  
  Total
  Stockholders'DeficitCommon Stock
  Accumulated
  DeficitShares
  AmountBalances,January 1, 1998
  3,364
  $3
  $14,373
  $112
  $(23,891)
  $(9,403)Issuance
  of warrants
  
  
  625
  
  
  625Exercise
  of warrants
  2,001
  2
  18
  
  
  20Foreign
  currency translation adjustment
  
  
  
  923
  
  923Net
  loss
  
  
  
  
  (6,409)
  (6,409)Balances,December 31, 1998
  5,365
  5
  15,016
  1,035
  (30,300)
  (14,244)Foreign
  currency translation adjustment
  
  
  
  473
  
  473Net
  loss
  
  
  
  
  (6,266)
  (6,266)Balances, December
  31, 1999
  5,365
  $5
  $15,016
  $1,508
  $(36,566)
  $(20,037)See accompanying notes to consolidated financial statements

TRANS WORLD CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2000 and 1999
(in thousands, except for per share data)


2000
  1999CASH FLOWS FROM OPERATING ACTIVITIESNet loss
  $(6,266)
  $(6,409)Less income from discontinued operations
  
  354Loss from continuing operations
  (6,266)
  (6,763)Adjustments to reconcile loss from continuing
  operationsto net cash provided by (used in)
  continuing operations:Depreciation and amortization
  2,624
  2,839Noncash interest
  735
  542Increase (decrease) in cash
  attributable to changesin operating assets and
  liabilities:Other current assets
  527
  (145)Other assets
  7
  (85)Accounts payable, accrued expenses and other
  liabilities
  3,186
  2,369Net cash provided by (used in) continuing
  operations
  813
  (1,243)Net cash provided by discontinued operations
  
  379NET CASH PROVIDED BY (USED IN) OPERATING
  ACTIVITIES
  813
  (864)CASH FLOWS FROM INVESTING ACTIVITIESPurchases of property and equipment
  (284)
  (2,422)Payment for deposit
  
  (34)Proceeds from the sale of property of discontinued
  operations
  
  379NET CASH USED IN INVESTING ACTIVITIES
  (284)
  (2,077)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from short-term debt
  600
  450Payments of short-term debt
  (426)
  (1,360)Payments of deferred financing costs
  (330)Proceeds from long-term debt
  
  3,000Proceeds from exercise of warrants
  
  20NET CASH PROVIDED BY (USED IN) FINANCING
  ACTIVITIES
  (156)
  2,110EFFECT OF EXCHANGE RATE CHANGES ON CASH
  (22)
  (190)NET INCREASE (DECREASE) IN CASH
  351
  (1,021)CASHBeginning of year
  934
  1,955End of year
  $1,285
  $934See accompanying notes to consolidated financial statements

TRANS WORLD CORPORATION AND SUBSIDIARIES



CONSOLIDATED
STATEMENTS OF CASH FLOWS (CONTINUED)
Years Ended December 31, 2000 and 1999
(in thousands, except for per share data)


2000
  1999SUPPLEMENTAL
  DISCLOSURES OF CASH FLOW INFORMATION,cash paid during the year for:Interest
  $2,078
  $2,515Income taxes, foreign
  $15
  $162SUPPLEMENTAL
  DISCLOSURES OF NONCASH INVESTING ANDFINANCING
  ACTIVITIESIssuance of stock warrants with debt
  $-
  $625Note payable forgiven in connection with sale of
  subsidiary
  $-
  $206See accompanying notes to consolidated financial statements

TRANS WORLD
CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In thousands, except for per share
data)

NOTE 1-          Nature of
Business and Going Concern Consideration

OverviewTrans World Corporation (formerly Trans World Gaming
Corp.) and Subsidiaries (collectively the "Company"), a Nevada corporation,
is primarily engaged in the gaming business in the Czech Republic and
Spain.   Its United States gaming
operations ceased as of June 30, 1999 (see Note 12).Gaming Operations-Czech RepublicThe Company owns and
operates two casinos in the western Czech Republic, close to the border of the
German State of Bavaria.  The larger
casino, located in Ceska Kubice, currently has sixteen gaming tables and fifty
slot machines. The smaller casino, located in Rozvadov, currently has nine
gaming tables and thirty slot machines. 
Additionally, the Company owns and operates a casino in the southern
Czech Republic, close to the border of Austria.  This newly-opened casino, located in Hate (near Znojmo),
currently has eleven gaming tables and forty-two slot machines.Gaming Operations-SpainThe Company has a majority
interest in a company, Casino de Zaragoza, S.A. ("CDZ"), that owns
the license to operate the only casino in the Spanish province of Aragon.  The casino, with nine gaming tables and
twenty-four slot machines, is currently situated fifteen miles outside of
Zaragoza.  As part of the terms of the
April 1998 acquisition of CDZ, the Company negotiated an agreement with the
local representatives of  an agency of
the provincial government, the Diputacion General de Aragon ("DGA")
to allow the casino to relocate from its present position to the center of
downtown Zaragoza, subject to a decree. 
However, instead of a decree, in February 2000, the DGA introduced a
law, which will allow the casino to relocate upon issuance of formal approval
by the DGA.  This law was passed by the
local parliament in June 2000 and the Company has petitioned the DGA for
permission to relocate the casino.  The Company anticipates that the DGA will
grant CDZ permission to relocate by June 2001, and assuming that this estimated
timeframe proves to be accurate, the Company expects that it will commence
operations in its new location in January 2002.  In the meantime, the Company is moving forward with the design
stages of the proposed downtown facility. 
In the event the Company is not granted permission to relocate, it would
likely discontinue its Spanish operations.Discontinued Gaming Operations-United StatesUntil March 1998, the Companys only gaming operations
were two video poker parlors (Gold Coin and Toledo Palace) situated at
truck stops in Louisiana. The Companys video poker operations in Louisiana
were managed by Chrysolith, LLC (Chrysolith), a Louisiana-licensed video
gaming operator in which the Company owned 49% of its Class B membership units.As a result of parish
(county) votes to eliminate video poker in the parishes in Louisiana where the
Companys video poker operations are located, the Company ceased  its video poker operations on June 30,
1999.NOTE 1-          Nature of Business and Going Concern Consideration
(Continued)

Going Concern ConsiderationThe accompanying
consolidated financial statements have been prepared assuming the Company will
continue as a going concern.  The
Company has suffered significant losses from operations and has a working
capital deficit of $8,163 and a stockholders deficit of $20,037 as of December
31, 2000.  Furthermore,the Company is highly leveraged with debt
and was unable to meet its September 2000 and March 2001 interest payments in
full (see Note 4).
These conditions raise substantial doubt
about the Companys ability to continue as a going concern.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.Managements plan includes the securing of
additional financing, the proceeds from which would be used to (i) pay past due
interest obligations (discussed above); (ii) provide the Company with
additional working capital to implement marketing and operational strategies
designed to increase attendance and revenues at its existing locations in the
Czech Republic and Spain and (iii) acquire additional business units.  Moreover, management has discussed the
potential conversion of a portion of the Company's existing debt with the
majority bondholder and is optimistic that a minimum of $4,800 of the Companys
$24,800 in total debt will be converted to equity before December 31, 2001.In the Czech Republic, the
Company has acquired land close to the German border near Ceska Kubice and is
considering building a casino to replace the existing facility. Management
believes that the new location would be more accessible to its main target
market in Germany and would result in improved attendance and play.  The Company is also studying a proposed
project to develop a fourth casino in the southwestern Czech Republic.  In Spain, the Company continues to petition
the DGA of Aragon province in Spain to grant CDZ final permission to relocate its
casino operation to the city center.  This approval is expected by the end of June 2001, and management
anticipates that the new casino location will commence operations in January
2002.Further, management's plans
include an expansion/diversification strategy to counter the affects of seasonality
on the Company's cash flows. The goals of the growth strategy are to expand and
diversify the Company's portfolio of operations by adding hotels to the mix of
business.There can be no assurances that managements
plans, as discussed in the preceding paragraphs, will be realized.NOTE 2-          Summary of
Significant Accounting Policies

Principles of Consolidation-The consolidated
financial statements include the accounts of the Company and its wholly-owned
and majority-owned subsidiaries.  All
significant intercompany balances and transactions have been eliminated in
consolidation.Cash-Cash consists of cash in banks and on hand.  The Company maintains its bank accounts at
several financial institutions which, at times, may exceed Federal Deposit
Insurance Corporation (FDIC) insured limits. 
In addition, the Companys foreign cash, aggregating $1,260 at December
31, 2000, is not insured by the FDIC. 
The Company has not incurred any losses in such accounts and believes it
is not exposed to any significant credit risk on cash.Property and Equipment-Property and
equipment is stated at cost less accumulated depreciation and
amortization.  The Company provides for
depreciation and amortization using the straight-line method over the following
estimated useful lives:Asset
  Estimated
  Useful LifeBuilding and improvements
  45 yearsGaming equipment
  4-12 yearsFurniture, fixtures and
  other equipment
  3-8 yearsPre-opening and development costs-Pre-opening
and development costs incurred in connection with the pursuit and development
of new gaming projects in various jurisdictions are expensed as incurred.Goodwill-Goodwill,
which represents the excess of cost of acquired companies over the fair value
of their net assets at dates of acquisition, is being amortized on a
straight-line basis over 7 years.The carrying value of
goodwill is periodically reviewed by the Company based upon the expected future
undiscounted operating cash flows of the related business.Foreign Currency Translation-For foreign
subsidiaries whose functional currency is the local foreign currency, balance
sheet accounts are translated at exchange rates in effect at the end of the
year and statement of operations accounts and cash flows are translated at
average exchange rates for the year. 
Resulting translation adjustments are included in accumulated other
comprehensive income.Loss Per Common Share-Loss per
common share is based on the weighted average number of common shares
outstanding.The Company complies with
Statement of Financial Accounting Standards (SFAS) 128, Earnings Per Share,
which requires dual presentation of basic and diluted earnings per share.  Basic earnings per share excludes dilution
and is computed by dividing income available to common stockholders by the
weighted-average common shares outstanding for the year.  Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.Since the effect of
outstanding warrants and options is antidilutive, they have been excluded from
the Company's computation of loss per common share.NOTE 2-          Summary of
Significant Accounting Policies (Continued)

Income Taxes-The Company complies with SFAS 109, Accounting for Income Taxes, which
requires an asset and liability approach to financial accounting and reporting
for income taxes.  Deferred income tax
assets and liabilities are computed for differences between the financial
statement and tax bases of assets and liabilities that will result in future
taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable
income.  Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.Casino Revenue-Casino revenue is
the net win from gaming activities, which is the difference between gaming
wagers less the amount paid out to patrons, plus revenue generated from
ancillary services.Promotional Allowances-Promotional
allowances primarily consist of food and beverages furnished gratuitously to
customers.  For the years ended December
31, 2000 and 1999, revenues do not include the retail amount of food and
beverage of $395 and $128, respectively, provided gratuitously to
customers.  The cost of these items of  $365 and $55, respectively, is included in
cost of revenues.Fair Value of Financial
Instruments-The fair values of
the Companys assets and liabilities which qualify as financial instruments
under SFAS No. 107, Disclosures about Fair Value of Financial Instruments,
approximate their carrying amounts presented in the consolidated balance sheet
at December 31, 2000.Use of Estimates-The preparation of
financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could
differ from those estimates.Impairment of Long-Lived Assets-The Company
periodically reviews the carrying value of its long-lived assets in relation to
historical results, as well as managements best estimate of future trends,
events and overall business climate.  If
such reviews indicate that the carrying value of such assets may not be
recoverable, the Company would then estimate the future cash flows
(undiscounted and without interest charges). 
If such future cash flows are insufficient to recover the carrying
amount of the assets, then impairment is triggered and the carrying value of
any impaired assets would then be reduced to fair value.Reclassifications-Certain prior year
amounts have been reclassified to conform to the 2000 presentation.Debt issuance costs-Cost incurred in
connection with certain of the Companys debt financing were deferred and
amortized on a straight-line basis over the term of the related debt.  Amortization of debt issuance costs were
$145 for the year ended December 31, 1999.NOTE 3-          Property and
Equipment

At December 31, 2000,
property and equipment consists of the following:Land
  $1,105Building and improvements
  877Gaming equipment
  1,699Furniture, fixtures and other equipment
  2,256Construction in progress
  2886,225Less accumulated depreciation and amortization
  (1,501)$4,724NOTE 4-          Long-Term
Debt

At December 31, 2000,
long-term debt consists of the following:12% Senior Secured Promissory Notes (a) (d)
  $17,00012% Secured Senior Bonds (b)
  4,80012% Senior Secured Note (c) (d)
  3,00024,800Less unamortized debt discount
  (3,516)$21,284(a)
  In
  March 1998, the Company borrowed $17,000 ($9,000 from Value Partners, Ltd. 
  "Value Partners") in a private placement (March 1998 Private
  Placement).  The loan is represented
  by 12% Senior Secured Notes (March 1998 Senior Notes) issued pursuant to
  indentures by and among the Company and an independent indenture
  trustee.  The March 1998 Senior Notes,
  which are due March 2005, require mandatory prepayments based upon excess
  cash flows generated from the Company's Czech subsidiary, 21st
  Century Resorts a.s. ("Resorts"). 
  The March 1998 Senior Notes are collateralized by substantially all of
  Resorts gaming equipment and a majority interest in the capital stock of all
  of the Companys subsidiaries (except CDZ). 
  In addition to the March 1998 Senior Notes, each investor received a
  proportionate share of warrants to purchase 7,087 shares of the Companys
  common stock.Of
  the $17,000 principal amount of notes and warrants issued in the March 1998
  Private Placement, the Company allocated approximately $4,700 as the
  estimated value of the warrants issued with the notes.  This amount is being amortized as
  additional interest expense with a corresponding increase to notes payable
  over the lives of the respective notes using the effective interest method
  until such notes are repaid.  At
  December 31, 2000, approximately $1,683 has been amortized and the remaining
  balance of approximately $3,017 at December 31, 2000 is reflected as a
  reduction of notes payable.(b)
  As
  a condition to the March 1998 Private Placement, the Company was required to
  renegotiate the terms and conditions of the 12% Secured Senior Bonds (Senior
  Bonds) originally due June 30, 1999.  In March 1998, the Company and the holders of the Senior Bonds
  agreed to amend such indebtedness as follows:  (i) the principal and interest obligations was to be paid only
  from excess cash flow generated from the terminated Louisiana operations and
  Bishkek operations; (ii) the maturity date was extended to December 31, 2005;
  (iii) the ability to convert the Senior Bonds into the Companys common stock
  was terminated; (iv) the holders of the Senior Bonds received Series A
  warrants and Series B warrants. Value Partners hold $3,000 of the Senior
  Bonds.  The Senior Bonds were
  collateralized by all of the Companys Louisiana assets.(c)
  In
  October 1999, the Company borrowed $3,000 ($2,700 from Value Partners) in a
  private placement ("October 1999 Private Placement").  The loan is represented by 12% Senior
  Secured Notes ("October 1999 Senior Notes") issued pursuant to
  indentures by and among the Company and an independent indenture trustee.  The October 1999 Senior Notes, which are
  due March 2005, require mandatory prepayments based upon excess cash flows
  generated from Resorts.  The October
  1999 Senior notes are collateralized by primarily all of Resort's gaming
  equipment and a majority interest in the capital stock of all of the
  Company's subsidiaries (except CDZ). 
  In addition to the October 1999 Senior Notes, each investor received a
  proportionate share of warrants to purchase 1,251 shares of the Company's
  common stock (see Note 10).Of
  the $3,000 principal amount of notes and warrants issued in the October 1999
  Private Placement, the Company allocated approximately $625 as the estimated
  value of the warrants issued with the notes. 
  This amount is being amortized as additional interest expense with a
  corresponding increase to notes payable over the lives of the respective
  notes using the effective interest method until such notes are repaid.  At December 31, 2000, approximately $126
  has been amortized and the remaining balance of approximately $499 at
  December 31, 2000 is reflected as a reduction of notes payable.(d)
  The
  Company was not in compliance with certain covenants (nonpayment of interest
  -see Note 1) of its long-term
  debt obligations.  In March 2001, the
  Company received waivers on the defaults from the holder of the majority in
  interest of those debt instruments (Value Partners)(see Note 13).NOTE 5-          Accrued
Expenses and Other Current Liabilities

At December 31, 2000, accrued expenses and other
current liabilities consists of the following:Accrued Czech gaming and charity taxes
  $1,067Other
  1,074$2,141NOTE 6-          Commitments
and Contingencies

Lease Obligations - The Company is obligated under operating leases
relative to its various facilities expiring through 2010.Future aggregate minimum
annual rental payments under all of these leases for the next five years are as
follows:Year
  ending December 31,2001
  $4102002
  3802003
  3822004
  3822005
  331Rent expense under these
leases amounted to approximately $465 and $120 for the years ended December 31,
2000 and 1999, respectively.Employment Agreements -The Company has entered
into employment agreements with certain of its executives, which provide for
annual compensation plus, in most cases, participation in future benefit
programs and stock options plans.  Future
annual compensation under these employment agreements is as follows:Year
  ending December 31,2001
  $7742002
  3112003
  158$1,243Consulting Agreements-The Company has entered into consulting agreements in Czech Republic
until 2005.  Future annual payments
under these consulting contracts are $62 for the year ended December 31, 2001
and $27 for each of the next four years ending thereafter.Foreign activities-During the years ended December 31, 2000 and
1999, a substantial amount of the Companys operations were outside of the
United States (see Note 11).  Operating
internationally involves additional risks relating to such things as currency
exchange rates, different legal and regulatory environments, political and
economic risks relating to the stability or predictability of foreign
governments, differences in the manner in which different cultures do business,
difficulties in staffing and managing foreign operations, differences in
financial reporting, operating difficulties, different types of criminal
threats and other factors.  The
occurrence of any of these risks, if severe enough, could have a material
adverse effect on the consolidated financial position, results of operations
and cash flows of the Company.Collective agreement-The Company has yet to sign the collective
agreement with its Spanish workforce for the years 1994 through 2000.  In the opinion of the Company's management,
the resolution of this matter will not have a material adverse effect on the
consolidated financial position, results of operations or cash flows of the
Company.Litigation
(former President and Chief Operating Officer)-On October 6, 2000, the Companys former
President and Chief Operating Officer ("former President") commenced
an action against the Company in the United States District Court for the
Southern District of New York.  The
former President seeks to recover for alleged wrongful conduct in connection
with his separation of employment from the Company.  The former President has amended his complaint twice, most
recently on January 26, 2001 to interpose a Second Amended Complaint.  In the Second Amended Complaint, the former
President alleges claims for (1) $1,153 for breach of an employment contract,
(2) $93 for breach of an oral contract, (3) equitable and monetary damages in
an unspecified amount based on a derivative stockholders suit/breach of
fiduciary duty, (4) monetary damages in an unspecified amount for conversion,
(5) monetary damages in an unspecified amount for fraud, and (6)
indemnification in an unspecified amount.On February 23, 2001, the Company answered
denying the material allegations of the former Presidents claims, as well as
asserting several counterclaims.  The
Company believes it has meritorious defenses to the former Presidents claims
and intends to defend against them vigorously. 
Discovery has not yet begun and there have been no other motions or
proceedings in the case.  Accordingly,
no provision for liability to the Company that may result upon adjudication has
been made in the accompanying consolidated financial statements.Other litigation-The Company is involved in certain legal
actions that arose in the normal course of business.  In the opinion of the Companys management, the resolution of
these matters will not have a material adverse effect on the consolidated
financial position, results of operations or cash flows of the Company.Temporary receivership-On January 25, 1997 (prior to the
Companys acquisition of CDZ), the directors of CDZ filed an application in
Court of First Instance number 11 of Zaragoza to declare CDZ in temporary
receivership.  Temporary receivership
was granted on June 23, 1997.On April 17, 1998 (the date of the Companys
acquisition of CDZ), CDZ signed a composition with creditors, most notably the
DGA, the Spanish Social Security Authorities and the City Council of Alfajarin
(Spanish Taxing Authorities  see Note 8), which set the terms of payment to
the Spanish Taxing Authorities and other creditors for debts existing as of
January 25, 1997. The composition with the Spanish Taxing Authorities and other
creditors resulted in a debt reduction of approximately $1,743.  This reduction was accounted for as a
reduction of goodwill.During the years
ended December 31, 2000 and 1999, DGA granted the Company a deferral of
approximately $1,784 in taxes on gaming winnings accruing during
1997-2000.  Furthermore, in April 1999,
the Company reached an agreement with the Spanish Social Security Authorities
to defer approximately $1,211 related to all debts generated in 1997 and the
first quarter of 1998.At December 31, 2000, taxes payable to Spanish Taxing
Authorities consists of the following:Gaming tax
  $5,215Property tax
  802Social security
  1,341Other
  5867,944Less current portion
  (3,113)Long-term portion
  $4,831Future aggregate payments to
the Spanish Taxing Authorities are due as follows:Year
  ending December 31,2001
  $3,1132002
  7772003
  4372004
  7352005
  1,070Thereafter (through 2009)
  1,812$7,944If the Company does not make
its payments according to the schedule and is unable to obtain further deferral
from the Spanish Taxing Authorities, the debt would become immediately payable
and revert to pre receivership levels. Management has indicated that, based on
its discussions with Spanish Taxing Authorities, further deferral of payments
will be granted to such time that the Company commences operations in its
contemplated new location in downtown Zaragoza.Spain  Minimum Capital and Other
Requirements-In accordance with Spanish law, in order
for a casino company to remain solvent, and avoid compulsory dissolution, it
must maintain a minimum capital level (two hundred million pesetas) as defined
by Revised Spanish Corporation Law and Aragons Gaming Law.(see Note 13) Further, CDZs shareholders must compensate for accumulated
losses.  In connection with the second
requirement and the Companys expectation of the DGAs permission to relocate (see Note 1), the Company will inject
capital to CDZ to facilitate the move and construction of the newly located
Spanish casino and effectively, sufficiently compensate for accumulated
losses.  In the event the Company is not
granted permission to relocate, it would likely discontinue its Spanish
operations.Taxing Jurisdiction-The Czech Republic
currently has a number of laws related to various taxes imposed by governmental
authorities.  Applicable taxes include
value added tax ("VAT"), corporate tax, and payroll (social) taxes,
together with others.  In addition, laws
related to these taxes have not been in force for significant periods, in
contrast to more developed market economies; therefore, regulations are often
unclear or nonexistent.  Accordingly,
few precedents with regard to issues have been established.  Often, differing opinions regarding legal
interpretations exist both among and within government ministries and
organizations, thus, creating uncertainties and areas of conflict.  Tax declarations, together with other legal
compliance areas (as examples, customs and currency control matters) are
subject to review and investigation by a number of authorities, who are enabled
by law to impose extremely severe fines, penalties and interest charges.  These facts create tax risks in the Czech
Republic substantially more significant than typically found in countries with
more developed tax systems.  Management
believes that it has adequately provided for tax liabilities.NOTE 7-          Stockholders
Deficit

In October 1999, in
connection with the issuance of certain debt instruments (see Note 4), the Company
has allocated $625 as the estimated value of the warrants issued with the debt
instruments.  Upon surrender of a
warrant, the holder is entitled to purchase one share of the Companys common
stock for $.01.  The warrants expire on
various dates through March 31, 2008.During 1999, certain Series
C and Series E warrant holders exercised warrants to purchase 2,001 shares of
the Company's common stock.NOTE 8 -Other
Balance Sheet Items

Other Current Assets-Included in other
current assets at December 31, 2000 is accounts receivable originating from
Spanish operations of $87, lease prepayments of $109 and other items
aggregating $73.Deposits and Other Assets-Included in deposits and
other assets at December 31, 2000 is approximately $612 in restricted deposits
relating to Czech license bond requirements, $330 in deferred financing costs
and other items aggregating $278.Short-term Debt-At December 31, 2000,
short-term debt primarily consisted of a working capital loan payable in
installments through September 2001. 
The debt, which was collateralized by the Company's casino in Rozvadov
and guaranteed by Resorts, bore interest at approximately 10% and was subject
to certain covenants (see Note 13).Other Long-term Liabilities-Included in other long-term
liabilities at December 31, 2000 are taxes payable to Spanish Taxing
Authorities of $4,831 (see Note 6)
and other items aggregating $112.NOTE 9 -Income Taxes

At December 31, 2000, the
Company had U.S. and foreign net operating loss carryforwards of approximately
$20,412 and $10,907, respectively, available to offset certain future taxes
payable.  These net operating loss
carryforwards resulted in an estimated $7,961 and $3,817 of U.S. and foreign,
respectively, deferred tax assets at December 31, 2000.  A full valuation allowance has been
established for these deferred tax assets since their realization is considered
unlikely.  Further, a change in the
ownership of a majority of the fair market value of the Company's common stock
could delay or limit the utilization of existing U.S. net operating loss
carryforwards.  The U.S. net operating
loss carryforwards expire between 2009 and 2020.  The foreign net operating loss carryforwards expire between 2002
and 2010.The following table
presents the U. S. and foreign components of pretax loss from continuing
operations before income taxes for the years ended December 31, 2000 and 1999:2000
  1999U.S.
  $(7,699)
  $(4,976)Foreign
  1,433
  (1,787)$(6,266)
  $(6,763)The following table
presents the principal reasons for the differences between the effective tax
rate and the U.S. federal statutory income tax rate for the years ended
December 31, 2000 and 1999:2000
  1999U.S federal statutory income tax rate
  (34%)
  (34%)Effect of nondeductibility of goodwillamortization and impairment
  10
  10Effect of net operating loss carryforwardsand valuation allowances, net
  24
  29Other
  
  (5)-%
  -%NOTE 10 -Warrants and
Stock Options

WarrantsIn connection with the
October 1999 Private Placement(see Note 4), the Company issued Series G
Warrants to purchase 1,251 shares of the Company's common stock with an
exercise price of $.01 per share expiring March 31, 2008.For the years ended
December 31, 2000 and 1999, warrant activity is as follows:Price
  Per
  Share
  Balances,
  January 1,
  1999
  Granted1999
  Exercised
  1999
  Expired 1999
  Balances,
  December 31,
  1999 and 2000 (a)$13.50
  
  151
  
  
  (151)11.55
  
  151
  
  
  (151)8.50
  
  1,511
  
  
  (1,511)1.50
  
  3,200
  
  
  
  3,2001.00
  
  960
  
  
  
  9600.59
  
  250
  
  
  
  2500.50
  
  221
  
  
  (221)0.01
  
  9,598
  1,251
  (2,001)
  
  8,84816,042
  1,251
  (2,001)
  (2,034)
  13,258(a)    There was no warrant activity during the year ended December 31,
2000.All warrants outstanding at
December 31, 2000 are exercisable.Stock Option PlansThe Company has incentive
and nonstatutory stock option plans under which certain key employees may
purchase up to a total of 2,000 common shares of the Company.  Under the incentive stock option plan, the exercise
price can not be less than the fair market value of a share on the date of
grant or at 110 percent of the fair market value on the date of grant, if, any
employee owns more than 10 percent of the total combined voting power of all
classes of outstanding stock of the Company. 
In addition, the incentive stock option plan provided for automatic
grant of an option to purchase 2 shares of common stock to non-employee
directors on a quarterly basis.  In the
case of a nonstatutory stock option, the exercise price may be any amount
determined by the Board on the date of grant, but not less than the par value
of the stock subject to the option.During 1999, in light of
diminishing shares remaining available for grant to non-employee directors, the
Company's Board of Directors approved the 1999 Non-Employee Director Stock
Option Plan (the "1999 Plan"), which was amended in July 2000.  Under the 1999 Plan, an aggregate of 250
shares of the Company's common stock were reserved for issuance pursuant to
options issued pursuant to the 1999 Plan. 
The 1999 Plan provides for an automatic grant of an option to purchase 2
shares of common stock to non-employee directors on a quarterly basis through
the second quarter of 2000 and 2.5 shares of common stock on a quarterly basis
thereafter.  Under the 1999 Plan, the
exercise price shall equal the fair market value of the Company's common stock
on the date of grant.  Options issued
under the 1999 Plan shall be immediately exercisable over ten years.The activity in the stock
option plans is as follows:Options
  Range
  AverageBalance outstanding,January 1, 1999
  639
  $0.24-9.00
  $0.93Granted
  131
  0.24-0.83
  0.50Balance outstanding,December 31, 1999
  770
  0.24-9.00
  0.86Granted
  227
  0.17-0.55
  0.35Balance outstanding,December 31, 2000
  997
  $0.17-9.00
  $0.74Exercisable,December 31, 2000
  997
  $0.17-9.00
  $0.74There were no options
exercised during 2000 or 1999.  The
option price per share was equal to or above the market value of the underlying
stock on the date of grant.  Options
generally expire between five and ten years after the date of grant or earlier
upon termination as defined in the plans.The Company complies with
the disclosure-only provisions of SFAS 123, Accounting for Stock-Based
Compensation.The Company applies
Accounting Principles Board Opinion No. 25 and related interpretations in
accounting for its stock option plans and, accordingly, no compensation cost
has been recognized because stock options granted under the plans were at
exercise prices which were equal to or above the market value of the underlying
stock at date of grant.  Had
compensation expenses been determined as provided by SFAS 123 using the
Black-Scholes option-pricing model, the pro forma effect on the Companys net
loss and per share amounts would have been:2000
  1999Net lossAs reported
  $(6,266)
  $(6,409)Pro forma
  (6,337)
  (6,469)Loss per common share,basic and dilutedAs reported
  $(1.17)
  $(1.78)Pro forma
  (1.18)
  (1.80)The fair value of each
option grant is calculated using the following weighted average assumptions:2000
  1999Expected life (years)
  5
  5Risk-free rate
  6%
  5%Volatility
  140%
  154%Dividend yield
  0%
  0%NOTE 11 -       Information
Concerning Geographic Areas

During the years ended
December 31, 2000 and 1999, the Company operated principally in three
geographic areas:  the Czech Republic,
Spain and the United States.  The
following table presents information about the Company by geographic area.  There were no material amounts of sales or
transfers among geographic areas.Czech
  Republic
  Spain
  United
  States
  Other
  Eliminations
  Consolidated2000Revenues
  $10,458
  $3,905
  $2,083
  $105
  $(2,121)
  $14,430Long-lived
  assets
  9,055
  3,850
  3
  225
  
  13,1331999Revenues
  $8,250
  $3,877
  $5,549
  $167
  $(2,519)
  $15,324Long-lived
  assets
  10,475
  4,711
  9
  346
  
  15,541NOTE
12 -Discontinued Operations

The Company's United States gaming operations
ceased as of June 30, 1999.  Summary
operating results of discontinued operations for the year ended December 31,
1999 is as follows:Revenues
  $3,030Costs
  and expensesCost of revenues
  1,506Depreciation and amortization
  145Selling general and administrative
  1,0252,676Income
  from operations
  $354NOTE 13-Subsequent Events

In February 2001,
Value Partners exercised warrants to purchase 5,657 shares of the Company's
common stock at $0.01 per share.In March 2001, the Company received waivers on
all defaults (including the incurrence of additional indebtedness discussed in
the next paragraph) under the March 1998 Senior Notes and October 1999 Senior
Notes through the earlier of:  (i) Ten
days subsequent to the receipt of any debt or equity financing collectively in
excess of $5,000 (the Companys contemplated financing); or (ii) January 1,
2002.  If the Companys contemplated
financing has not occurred by July 2001, then as a further condition of waiver,
the Company will commence monthly payments of $75 to be applied against the
past due interest obligations.In March 2001, the
Company executed an approximate $792 Czech bank note payable in monthly
payments through December 2002.  The
note bears interest at approximately 7% per annum and is collateralized by
certain Czech property.  The proceeds of
this note were primarily used to retire a certain short-term obligation and pay
Czech gaming taxes.In April 2001, the
Company satisfied its Spanish subsidiaries minimum capital requirement.REPORT OF INDEPENDENT AUDITORS



Board of
DirectorsCasino de Zaragoza, S.A.



We have audited the
consolidated balance sheet of CASINO DE ZARAGOZA, S.A. AND SUBSIDIARIES as of
December 31, 2000, and the related consolidated statements of operations,
shareholders equity and cash flows for the year then ended (not presented
separately herein). These financial statements are the responsibility of Casino
de Zaragoza, S.A.s management. Our responsibility is to express an opinion on
these financial statements based on our audits.We conducted our audits in
accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.In our opinion, the
financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Casino de Zaragoza, S.A. and
Subsidiaries as of December 31, 2000, and the consolidated results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles in the United States of America.The consolidated financial
statements have been prepared assuming that the Company will continue as a
going concern. As more fully described in Note 7, the Company suffered
significant losses from operations and has a working capital deficit and a
stockholders deficit at December 31, 2000, that raises substantial doubt about
its ability to continue as a going concern. Managements plans in regard to
these matters are also described in Note 7. The consolidated financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and
classification of liabilities that might result from the outcome of this
uncertainty./S/ ERNST & YOUNG



Represented by:
Juan Pedro Gómez QuirogaZaragoza, SpainMarch 30, 2001





Item
8.Changes In
and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

PART III

Item
9.Directors
and Executive Officers, Promoters and Control Persons; Compliance with Section
16(A) of the Exchange Act.

The following
table provides information as of March 12, 2001 with respect to each of the
Company's directors and each Executive Officer:

Name
  Age
  Position in the Company
  Director or Executive SinceRami
  S. Ramadan
  51
  CEO,
  CFO, President and Director
  1999Julio
  E. Heurtematte, Jr.(1)
  65
  Director
  1998Malcolm
  M.B. Sterrett(1)
  58
  Director
  1998Geoffrey
  B. Baker (1,2)
  52
  Director
  1999





(1)
  Member of Audit Committee and Compensation
  Committee.(2)
  Mr. Baker, who was appointed to a fill a
  vacancy on the Board of Directors on December 22, 1998, resigned from his
  position on May 13, 1999 and rejoined the Board on August 4, 1999.

Rami S.
Ramadanhas served as CEO/CFO since July 12, 1999 and
President since August 2000. His most recent prior position had been Executive
Vice President of Finance for the Ian Schrager Hotels from November 1997 to
July 1999. Prior to that, Mr. Ramadan held senior financial positions with
Hyatt Hotels from January 1994 to November 1997, Euro Disney from October 1990
to December 1993 and Meridien Hotels from September 1975 to September 1990.

Julio E.
Heurtematte, Jr.Mr. Heurtematte currently is a private consultant, specializing in
international projects, trade and investments and has acted in such capacity
since 1989. From 1963 to 1989, Mr. Heurtematte served with the Inter-American
Development Bank in several capacities, most recently as its Deputy Manager for
Project Analysis.

Malcolm M.
B. Sterrett.
Mr. Sterrett is a private investor. From 1989 to 1993, he was a partner at the
law firm of Pepper Hamilton & Scheetz, Washington, D.C. From 1988 to 1989,
he served as General Counsel to the U.S. Department of Health and Human
Services and from 1982 to 1988 he was a Commissioner on the U.S. Interstate
Commerce Commission. Prior thereto, he was Vice President and General Counsel
to the United States Railway Association and served as Staff Director and
Counsel to the U.S. Senate Committee on Commerce, Science and Transportation.

Geoffrey
B. Baker.Mr. Baker is a private investor. 
From 1983 to the present, Mr. Baker has been a member of the private
investment firm, Baker & Donaldson. 
From 1977 to 1982, he was Legislative Director to U. S. Senator Lowell
P. Weicker, Jr. and from 1975 to 1977, he served on the Senate Committee on
Commerce as a minority staff member for surface transportation.

Information about the
Board and its Committees:The Companys
Board of Directors manages the business and affairs of the Company. Meetings of
the Board are held quarterly and on an as-needed basis. The Board has
established several committees, described below, which also meet on an
as-required basis during the year. The Board held seven meetings during the
Company's fiscal year ended December 31, 2000. No director of the Company
attended fewer than 75% of the total number of meetings of the Board or
meetings of committees of the Board during the year ended December 31, 2000.

The Board of
Directors has established the following committees:

Audit CommitteeThe Audit
Committee reviews and approves internal accounting controls, internal audit
operations and activities, the Company's annual report and audited financial
statements, the selection of the Company's independent auditors, the activities
and recommendations of the Company's independent auditors, material changes in
the Company's accounting procedures, the Company's policies regarding conflicts
of interest and such other matters as may be delegated by the Board. The Audit
Committee, composed of Messrs. Baker, Heurtematte and Sterrett, all
non-employee directors, met once in 2000.

Compensation CommitteeThe
Compensation Committee sets the compensation for executive officers of the
Company and sets the terms of grants of awards under the Company's 1993
Incentive Stock Option Plan (the "1993 Plan"), the Company's 1998
Stock Option Plan (the "1998 Plan"), the 1999 Non-Employee Director
Stock Option Plan and any other equity-based compensation plans adopted by the
Company. The Compensation Committee, composed of Messrs. Baker, Heurtematte and
Sterrett,  met once in 2000.

Section
16(a) Beneficial Ownership Reporting Compliance

Section 16(a)
of the Exchange Act requires the Company's officers, directors and persons who
own more than 10% of the Company's Common Stock to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (SEC)
and the National Association of Securities Dealers, Inc. by certain dates. The Companys directors and executive
officers did not satisfy these filing requirements for the fiscal year ended
December 31, 2000.The
directors and executive officers are in the process of preparing these reports
to be filed with the SEC.  On February
23, 2001, Value Partners, the Companys majority bondholder, converted
5,657,452 of $0.01 warrants held by it, which leaves Value Partners with a
controlling 51.32% of the Companys issued and outstanding Common Stock, based
on its report of ownership filed with the SEC and forwarded to the Company. The Company knows of no other person who owns 10% or more of the
Company's Common Stock.

Item 10.            Executive Compensation.

Summary of Cash and
Certain Other Compensation:The following
table sets forth the cash and non-cash compensation paid or earned during the
fiscal years ending December 31, 2000, 1999, and 1998 by the Chief Executive
Officer(s) and Chief Financial Officer of the Company (the "Named
Officers") during those periods.

Summary Compensation TableLong Term CompensationYear
  Salary
  Bonus
  Other Annual Compensation
  Stock Options (5)
  All Other Compensation (6)Rami Ramadan(1)
  2000
  $300,000
  --
  --
  100,000
  $5,450President, Chief Executive Officer and Chief
  Financial Officer
  1999
  150,000
  --
  --
  100,000
  2,200Andrew Tottenham(2)
  2000
  99,959
  --
  --
  --
  --Former President and Chief
  1999
  195,000
  --
  --
  --
  --Operating Officer
  1998
  180,000
  --
  --
  25,000
  9,000Stanley Kohlenberg(3)
  2000
  --
  --
  2,000
  --
  --Former President and Chief
  1999
  180,000
  --
  --
  --
  --Executive Officer
  1998
  43,750
  --
  --
  25,000
  42,500Dominick J. Valenzano(4)
  2000
  12,308
  --
  --
  --
  --Former Chief Financial
  1999
  120,000
  --
  --
  --
  --Officer
  1998
  120,000
  --
  --
  25,000
  4,300





(1)
  Mr. Ramadan joined the Company as its CEO and
  CFO, July 12, 1999.  He was elected
  the Companys President in August 2000.(2)
  Mr. Tottenham was elected President and
  CEO of the Company as of January 1, 1997 and became President and COO on
  September 16, 1998.  Mr. Tottenhams
  employment was terminated on June 16, 2000 (See: Item 3. Legal Proceedings.)(3)
  Mr. Kohlenberg served as President and CEO of
  the Company from March 6, 1996 to December 31, 1996 and again from September
  16, 1998 to June 30, 1999, the date of his resignation. Under the terms of a
  severance agreement dated May 23, 1999, Mr. Kohlenberg received six months
  salary and participated in the Company's health plan for that period.(4)
  Mr. Valenzano resigned from the Company on
  August 5, 1999. Under the terms of a severance agreement, executed on August
  5, 1999, Mr. Valenzano received six months salary and participated in the
  Company's health plan for six months following such termination.(5)
  Amounts shown represent the number of
  qualified stock options granted each year. 
  With the exception of Mr. Valenzanos options, which have expired,
  options listed are exercisable; the option price per share was equal to or
  above the market value of the underlying stock on the date of grant.(6)
  The amounts shown represent the cost of a
  leased automobile provided to Messrs. Tottenham, Valenzano and Ramadan by the
  Company for each year indicated and represent a consulting fee paid to Mr.
  Kohlenberg under the terms of a Consulting Agreement which terminated on
  September 15, 1998.

Option Grants and ExercisesThe following
table summarizes certain information concerning individual grants of options
during fiscal 2000 to the executive officers named in the Summary Compensation
Table above and the potential realizable value of the options held by such
persons at December 31, 2000.

Options Granted in Fiscal 2000
Individual Grants

Shares of Common Stock Underlying Options Granted
  
  % of Total Options Granted to Employees in Fiscal Year
  
  Exercise of Base Price ($/SH)
  Expiration DateRami S. Ramadan
  100,000
  
  50%
  
  $0.55
  07/12/05

No options were
exercised by the executive officers named in the Summary Compensation Table
during fiscal 2000.

The following
table summarizes the option values held by the executive officers named in the
Summary Compensation Table as of December 31, 2000.

Aggregate
Option Exercises in Fiscal 2000 and
Fiscal 2000 Year-End Option Value Table

Number of Unexercised Options
  At December 31, 2000
  Value of Unexercised in the
  Money Options at December 31, 2000Name
  Shares of Acquired on Exercise
  Exercisable
  Unexercisable
  Exercisable
  UnexercisableRami S. Ramadan
  
  200,000
  0
  0
  0Andrew Tottenham
  
  127,000
  0
  0
  0

Directors CompensationAs of July
2000, non-employee directors receive a cash retainer fee of $2,500 per quarter,
plus $1,000 per Board meeting and $750 per Committee meeting.  All members of the Board are reimbursed for
out-of-pocket expenses in connection with attending Board meetings. Pursuant to
the 1999 Non-Employee Director Stock Option Plan adopted at the 1999 Annual Meeting
and amended by the Board in July 2000, each non-employee director is provided
with an automatic grant of a non-qualified option to purchase 2,500 shares of
Common Stock on the date following each fiscal quarter in which the director
serves. Each such option (i) has a ten-year term, (ii) has an exercise price
per share equal to 100% of the fair market value of one share of Common Stock
on the date of grant, and (iii) becomes fully exercisable on the date of grant.



Employment/Severance AgreementsRami S. Ramadan.Effective July 12, 1999, the Company
entered into a three year employment agreement with Mr. Ramadan pursuant to
which he will serve as the Company's CEO and CFO at an annual salary of
$300,000. Mr. Ramadan is eligible to participate in the 1998 Plan, Executive
Compensation Plan and any present or future employee benefit plans. He also
will be reimbursed for reasonable travel and out-of-pocket expenses necessarily
incurred in the performance of his duties. Mr. Ramadan will also receive three
separate equal annual installments of options to acquire the Company's Common
Stock, each of which shall have a five-year term commencing upon the date on
which each installment is granted. Upon commencement of the employment
agreement, Mr. Ramadan received 100,000 options exercisable at $0.50 per share;
upon commencement of the second year of the employment agreement an additional
100,000 options exercisable at $0.55 per share were granted; and upon
commencement of the third year of the employment agreement, the final
installment of 100,000 options exercisable at $0.61 per share will be granted.
Upon commencement of the second and third year of the employment agreement, the
exercise price for all unexercised options granted in the preceding year will
be increased to the current year's exercise price up to $0.61. In the event the
employment agreement is terminated other than for cause, as defined in the
agreement, within six months of the commencement date, the Company shall pay to
Mr. Ramadan one year's salary in a lump sum within 30 days of the notice of
termination. If the agreement is terminated other than for cause at anytime
after six (6) months following commencement of the employment agreement, Mr.
Ramadan will receive two years' salary.

Andrew Tottenham.Effective as of January 1, 1997, the Company entered into a five-year
employment agreement with Mr. Tottenham pursuant to which he served as the
Company's President and Chief Operating Officer until his employment was
terminated on June 16, 2000.  (See Item
3. Legal Proceedings.)

Stanley Kohlenberg.Effective July 12, 1999, the Company and Mr. Kohlenberg entered into a
severance agreement, pursuant to which Mr. Kohlenberg resigned as Chief
Executive Officer of the Company on June 30, 1999. Mr. Kohlenberg received
severance payments equal to six (6) months salary and continued to participate
in the Company's benefit plans for six (6) months. Mr. Kohlenberg continued to
serve as Chairman of the Company's Board of Directors until his resignation on
February 8, 2000.

Item
11.   Security Ownership of Certain
Beneficial Owners and Management.

The following
table sets forth information regarding the beneficial ownership of the Common
Stock as of March 12, 2001, unless otherwise noted, (a) by each shareholder who
is known by the Company to own beneficially more than 5.0% of the outstanding
Common Stock, (b) by each director, (c) by each executive officer named in the
Summary Compensation Table below, excluding Mr. Tottenham whose employment was
terminated June 16, 2000, and by all executive officers and directors as a
group. Unless otherwise noted, each of the shareholders listed in the table or
included within a group listed in the table possesses sole voting and
investment power with respect to the shares indicated subject to community
property laws where applicable. The business address for each director and
officer of the Company is 545 Fifth Avenue, Suite 940, New York, New York
10017.

Name of Beneficial Owner
  Number of Shares of Common Stock
  Beneficially Owned (1)
  Percentage of Ownership (1)Value Partners, Ltd.
  8,257,452  (2)
  60.6%Anasazi Partners Limited Partnership
  1,135,667  (3)
  9.6%Ravich Children Permanent Trust
  1,250,727  (4)
  11.3%C.P. Baker & Co., Ltd.
  3,332,537  (5)
  24.2%U.S. Bancorp.
  681,647  (6)
  11.2%Andrew Tottenham
  1,205,500  (7)
  10.7%Rami S. Ramadan
  200,000  (8)
  1.8%Julio E. Heurtematte
  61,691 
  (9)
  *Malcolm M.B. Sterrett
  61,691(10)
  *Geoffrey B. Baker
  57,691(11)
  *All directors and the executive officer
  as a group
                  (4 persons)
  442,764(12)
  3.6%*              Less
  than 1%.

(1)
  The percentage of outstanding shares is based
  on 11,022,901 shares outstanding as of March 12, 2001 (the Calculation
  Date) and, for certain individuals and entities, on reports filed with the
  SEC or on information provided directly to the Company by such individuals or
  entities.  A person is deemed to be
  the beneficial owner of securities that can be acquired by such person within
  60 days from the Calculation Date upon the exercise of options or warrants.
  Each beneficial owners percentage ownership is determined by assuming that
  options or warrants that are held by such person (but not those held by any
  other person) are exercisable within 60 days from the date of the Voting
  Record Date have been exercised.  Included are shares of Common Stock issuable upon the exercise
  of options or warrants to purchase the Companys Common Stock.(2)
  Value Partners, Ltd. is a Texas limited
  partnership, whose business address is 4514 Cole Avenue, Suite 808, Dallas,
  Texas 75205. Includes warrants to purchase: 600,000 shares of Common Stock at
  an exercise price of $1.00, expiring December 31, 2005; and 2,000,000 shares
  of Common Stock at an exercise price of $1.50 per share, expiring December
  31, 2005.(3)
  Anasazi Partners, Ltd. is a Massachusetts
  limited partnership whose business address is 120 Boylston Street, Suite 800,
  Boston, Massachusetts 02116.  Includes
  warrants to purchase 200,000 shares of Common Stock at an exercise price of
  $1.00 per share, expiring December 31, 2005 (of these warrants, 50,000 were
  acquired from New Generation, Ltd. in 1999); and 666,667 shares of Common
  Stock at an exercise price of $1.50 per share, expiring December 31, 2005).(4)
  The business address for the Ravich Childrens
  Permanent Trust is 8730 Wilshire Blvd., Beverly Hills, California  90021.(5)
  The business address for C.P. Baker & Co.
  is 120 Boylston Street, Suite 800, Boston, Massachusetts 02116.  Includes: 
  599,000 shares of Common Stock of which Mr. Christopher P. Baker, President
  of C.P. Baker & Co., is the record holder; 10,000 shares of stock of
  which C.P. Baker & Company, Ltd., an affiliate of Mr. Baker, holds of
  record; warrants to purchase 1,856,870 shares of Common Stock at an exercise
  price of $0.01, expiring June 30, 2002, that may be exercised by Mr. Baker
  and/or his affiliates, C. P. Baker & Company, Ltd. and C. P. Baker
  Venture Fund I; warrants to purchase 200,000 shares of Common Stock at an
  exercise price of $1.00, expiring December 31, 2005, that may be exercised by
  Anasazi Partners, also an affiliate of C.P. Baker & Co.; and warrants to
  purchase 666,667 shares of Common Stock at an exercise price of $1.50,
  expiring December 31, 2005, that may be exercised by Anasazi Partners.  See also note (3) above.(6)
  The business address for U.S. Bancorp. is
  11766 Wilshire Boulevard, Suite 870, Los Angeles, California 90025.  Represents warrants to purchase 681,647
  shares of Common Stock at an exercise price of $.01 per share, expiring March
  31, 2008, which were acquired from Credit Suisse First Boston Management
  Corporation in October 1999.(7)
  Includes 623,500 shares of Common Stock
  (240,000 shares were issued to Mr. Tottenham upon conversion of the Tottenham
  Notes on December 31, 1998) and 1,000 shares and 1,000 shares subject to
  non-qualified options granted to Andrew Tottenham under the 1993 Plan on
  October 2, 1996 and on December 31, 1996, respectively, and 100,000 shares
  and 25,000 shares subject to incentive options granted to Mr. Tottenham on
  December 31, 1997 and December 31, 1998 respectively, all of which fully
  vested on the dates of grant. Also includes 187,500 shares subject to
  immediately exercisable warrants, which were granted to Mr. Tottenham on
  January 1, 1997. Also includes 205,000 shares of Common Stock owned by Robin
  Tottenham (80,000 shares were issued to Mrs. Tottenham upon conversion of the
  Tottenham Notes on December 31, 1998), the wife of Mr. Tottenham and the
  daughter of Stanley Kohlenberg, a former officer and director of the Company,
  and 62,500 shares subject to immediately exercisable warrants that were
  granted to Mrs. Tottenham on January 1, 1997. Does not include shares owned
  by Stanley Kohlenberg, Mr. Tottenhams father-in-law, as to which beneficial
  ownership is disclaimed.(8)
  Consists of shares subject to incentive
  options granted to Mr. Ramadan on July 12, 1999 and 2000, all of which were
  fully vested on the date of grant.(9)
  Includes warrants to purchase 41,691 shares of
  Common Stock at an exercise price of $.01 per share expiring March 31, 2008;
  1,000 shares of Common Stock subject to non-qualified options granted to Mr.
  Heurtematte under the 1998 Plan at the end of each calendar quarter ended
  June 30, 1998 through December 31, 1998 and 2,000 shares of Common Stock
  subject to non-qualified options granted under the 1999 Director Plan at the
  end of each calendar quarter ended March 31, 1999 through June 30, 2000, and
  2,500 shares of  Common Stock subject
  to non-qualified options granted under the 1999 Director Plan at the end of
  each calendar quarter ended September 30, 2000 through December 31, 2000, all
  of which were fully vested on the dates of grant.(10)
  Includes warrants to purchase 41,691 shares of
  Common Stock at an exercise price of $.01 per share expiring March 31, 2008;
  1,000 shares of Common Stock subject to non-qualified options granted to Mr.
  Sterrett under the 1998 Plan at the end of each calendar quarter ended June
  30, 1998 through December 31, 1998 and 2,000 shares of Common Stock, subject
  to non-qualified options, granted under the 1999 Director Plan at the end of
  each calendar quarter ended since March 31, 1999 through June 30, 2000, and
  2,500 shares of  Common Stock subject
  to non-qualified options granted under the 1999 Director Plan at the end of
  each calendar quarter ended September 30, 2000 through December 31, 2000, all
  of which were fully vested on the dates of grant.(11)
  Includes warrants to purchase 41,691 shares of
  Common Stock at an exercise price of $.01 per share expiring March 31, 2008;
  1,000 shares of Common Stock subject to non-qualified options granted to Mr.
  Baker under the 1993 Plan at December 31, 1998, 2,000 shares of Common Stock,
  subject to non-qualified options, granted under the 1999 Director Plan for
  the calendar quarter ended March 31, 1999 and 2,000 shares of Common Stock
  subject to non-qualified options granted under the 1999 Director Plan at the
  end of each quarter ended since September 31, 1999 through June 30, 2000, and
  2,500 shares of  Common Stock subject
  to non-qualified options granted under the 1999 Director Plan at the end of
  each calendar quarter ended September 30, 2000 through December 31, 2000, all
  of which were fully vested on the dates of grant.(12)
  See Notes (8), (9), (10) and (11) above.

Item
12.Certain Relationships and Related
Transactions.

On March 31,
1998, the Company, with the assistance of Libra, acting as placement agent,
borrowed $17.0 million from fourteen investors in the Private Placement. The
loan is represented by the Senior Notes issued pursuant to the Indentures by
and among TWC, TWGI, TFC and USTCT. The Indentures were amended on October 29,
1998 in connection with the restructuring of the Company's ownership of Resorts
as a result of the change in the Czech gaming law, which restricted foreign
ownership of Czech casinos. The Amended Indentures, however, did not alter the
underlying basis of the Senior Notes. The Senior Notes require mandatory
prepayments based upon excess cash flow generated by TWGI from the operation of
the Czech casinos acquired in the Resorts acquisition and bear interest at the
rate of 12% per annum. The proceeds of the Senior Notes were used to pay the
net acquisition costs of, and improvements to, Resorts totaling $12.6 million,
to repay the First Amended Loan Agreement in the amount of $1.3 million, to
cover costs and expenses of $1.4 million relating to the Private Placement and
to provide working capital of $1.7 million. 
Interest payments under the terms of the Senior Notes were paid when due
on March 17, 2000 and were partially paid when due on September 17, 2000.   In March 2001, the Company received waivers
on all defaults (including the incurrence of additional indebtedness discussed
in the next paragraphs) under the March 1998 Senior Notes and October 1999
Senior Notes.  These waivers shall be
effective through the earlier of:  (i)
Ten days subsequent to the receipt of any debt or equity financing collectively
in excess of $5.0 million (the Companys contemplated financing); or (ii)
January 1, 2002.  If the Companys
contemplated financing has not occurred by July 2001, then as a further
condition of waiver, the Company will commence monthly payments of $75,000 to
be applied against the past due interest obligations.On October 15, 1999, the
Company borrowed $3.0 million ($2.7 million from Value Partners) in the October
1999 Private Placement.  The loan is
represented by the October 1999 Senior Notes issued pursuant to indentures by
and among the Company and an independent indenture trustee.  The October 1999 Senior Notes, which are due
March 2005, require mandatory prepayments based on excess cash flow generated
from Resorts.  The October 1999 Senior
Notes are collateralized, primarily by all of Resorts gaming equipment and a
majority interest in the capital stock of all of the Companys subsidiaries
(except CDZ).  In addition to the
October 1999 Senior Notes, each investor received a proportionate share of
warrants to purchase 1,251,000 shares of the Companys Common Stock.

The proceeds of
the October 1999 Senior Notes were used to retire a $1.0 million short-term
debt obligation related to the acquisition of the CDZ casino, to make an
interest payment of approximately $250,000 on said debt, and to finance the
equipment, working capital, and pre-opening costs associated with the opening
of a third casino in the Czech Republic on land that had been previously
purchased.  That casino, located near
Znojmo, opened on December 22, 1999.

The Company
has, from time to time, been in technical default of the Amended Indentures and
has relied upon the forbearance and waivers from a majority interest of the
holders of the Senior Notes. Value Partners represents a majority in interest
of the holders of the Senior Notes. The Company has borrowed other amounts from
Value Partners from time to time (some of which have been in technical default
for which forbearance or waivers have been granted) and may seek to borrow
additional funds or obtain equity investments from Value Partners in the
future. At December 31, 2000, Value Partners owned 66% of the Company's
long-term debt and owned warrants to acquire 61.2% of the Company's issued and
outstanding shares of outstanding Common Stock.  On February 23, 2001, Value Partners converted 5,657,452 of $0.01
warrants held by it.  With the exercise
of those warrants, Value Partners holds a controlling 51.32% of the Companys
issued and outstanding Common Stock, which does not include the 2,600,000
warrants it also holds.

Item
13.   Exhibits and Reports on Form 8-K.

(a)ExhibitsReference is made to the Exhibit
Index hereinafter contained.

A copy of any exhibits listed or referred to
herein will be furnished at a reasonable cost to any person who was a
shareholder of the Company as of April 2, 2001, upon written request from any
such person. Requests should be sent to: Rami S. Ramadan, Chief Executive
Officer, Trans World Corporation, 545 Fifth Avenue, Suite 940, New York, New
York 10017.(b)Reports on Form 8-KDuring the last quarter of the year ended
December 31, 2000, the Company did not file a Periodic Report on Form 8-K with
the SEC.TRANS WORLD CORPORATIONEXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB/A
FOR THE YEAR ENDED DECEMBER 31, 2000


Item No
  Item
  
  Method of Filing2
  Deed of Sale of Shares Authenticated
  Mr. Jose Maria Badia Gasco, Notary of Zaragoza, dated April 17, 1998
  
  Incorporated by reference to Exhibit 2
  contained in the Form 8-K/A file don July 2, 1998 (File No. 0-25244)3.1(a)
  3.1(b)
  Articles of Incorporation
  Certificate of Amendment to Articles of Incorporation
  
  Incorporated by reference to Exhibit
  3.1 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).
  Filed herewith3.2
  Bylaws
  
  Incorporated by reference to Exhibit
  3.2 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).4.1
  Specimen Common Stock Certificate
  
  Incorporated by reference to Exhibit
  4.1 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).4.2
  Specimen Redeemable Common Stock
  Purchase Warrant
  
  Incorporated by reference to Exhibit
  4.2 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).4.3
  Form of Warrant Agreement
  
  Incorporated by reference to Exhibit
  4.3 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).4.4
  Confidential Private Placement
  Memorandum dated June 17, 1996
  
  Incorporated by reference to Exhibit
  4.4 contained in Form 10-KSB for the fiscal year ended December 31, 1996.
  (File No. 0-25244)4.5
  Supplement No. 1 dated January 14, 1997
  to Confidential Private Placement Memorandum dated June 17, 1996
  
  Incorporated by reference to Exhibit
  4.5 contained in Form 10-KSB for the fiscal year ended December 31, 1996.
  (File No. 0-25244)4.6
  Indenture dated as of November 1, 1996
  between the Company and Trans World Gaming of Louisiana, Inc., as Issuer, and
  U.S. Trust Company of Texas, N.A., as Trustee
  
  Incorporated by reference to Exhibit
  4.6 contained in Form 10-KSB for the fiscal year ended December 31, 1996.
  (File No. 0-25244)4.7
  Form of 12% Secured Convertible Senior
  Bond due June 30, 1999
  
  Incorporated by reference to Exhibit
  4.7 contained in Form 10-KSB for the fiscal year ended December 31, 1996.
  (File No. 0-25244)4.8
  Form of Warrant to Purchase Common
  Stock dated July 1, 1996
  
  Incorporated by reference to Exhibit
  4.8 contained in Form 10-KSB for the fiscal year ended December 31, 1996.
  (File No. 0-25244)4.9
  Form of Warrant for Purchase of Shares
  of Common Stock dated January 1, 1997
  
  Incorporated by reference to Exhibit
  4.9 contained in Form 10-KSB for the fiscal year ended December 31, 1996.
  (File No. 0-25244)4.10
  Form of Non-Negotiable Promissory Note
  dated January 1, 1997
  
  Incorporated by reference to Exhibit
  4.10 contained in Form 10-KSB for the fiscal year ended December 31, 1996. (File
  No. 0-25244)4.11
  First Amended Senior Secured Promissory
  Note dated December 19, 1997
  
  Incorporated by reference to Exhibit
  4.11 contained in Form 10-KSB for the fiscal year ended December 31, 1997
  filed on March 30, 1998. (File No. 0-25244)4.12
  Form of Warrant for Purchase of Shares
  of Common Stock dated January 15, 1998
  
  Incorporated by reference to Exhibit
  4.12 contained in Form 10-KSB for the fiscal year ended December 31, 1997
  filed on March 30, 1998. (File No. 0-25244)4.13
  Lenders Waiver and Option Agreement
  dated March 9, 1998
  
  Incorporated by reference to Exhibit
  4.13 contained in Form 10-KSB for the fiscal year ended December 31, 1997
  filed on March 30, 1998. (File No. 0-25244)4.14
  Indenture dated March 31, 1998 among
  the Company, TWC International U.S. Corporation, TWC Finance Corp. and U.S.
  Trust Company of Texas, N.A.
  
  Incorporated by reference to Exhibit
  4(I) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)4.15
  Series C Warrant to Purchase Common
  Stock dated March 31, 1998
  
  Incorporated by reference to Exhibit
  4(II) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)4.16
  Indenture dated March 31, 1998 between
  TWC International U.S. Corporation and U.S. Trust Company of Texas, N.A.
  
  Incorporated by reference to Exhibit
  4(III) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)4.17
  Consent to Amend Indenture, Bonds and
  Warrants dated March 25, 1998 by and between the Company, Trans World Gaming
  of Louisiana, Inc., U.S. Trust Company of Texas, N.A., and certain
  individuals
  
  Incorporated by reference to Exhibit
  4(IV) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)4.18
  4.19
  First Amended Indenture dated March 31,
  1998 among the Company, TWGLa and U.S. Trust Company of Texas, N.A.
  First Amended Indenture dated March 31,1998 among the Company, TWGLa and U.S.
  Trust Company of Texas, N.A.
  
  Incorporated by reference to Exhibit
  4(V) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)
  Incorporated by reference to Exhibit 4(V) contained in the Form 8-K filed on
  April 14, 1998 (File No. 0-25244)4.20
  Series A Warrant to Purchase Common
  Stock dated March 31, 1998
  
  Incorporated by reference to Exhibit
  4(VI) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)4.21
  Series B Warrant to Purchase Common
  Stock dated March 31, 1998
  
  Incorporated by reference to Exhibit
  4(VII) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)4.22
  Agreement
  to Amend Warrants dated March 31, 1998 among the Company and the named
  Holders
  
  Incorporated by reference to Exhibit
  4(VIII) contained in the Form 8-K filed on April 14, 1998 (File No. 0-25244)10.1
  Agreement
  for Exchange of Shares dated July 12, 1994,between the Company and the
  shareholders of Lee Young Enterprises, Inc.
  
  Incorporated by reference to Exhibit
  10.1 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.2
  Asset Purchase Agreement dated as of
  September 21,1994, between the Company and Prime Properties, Inc.
  
  Incorporated by reference to Exhibit
  10.2 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.3
  Agreement of Sale dated as of September
  21, 1994, between the Company and Prime Properties, Inc.
  
  Incorporated by reference to Exhibit
  10.3 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.4
  Form of Lease between Prime Properties,
  Inc. and the Company.
  
  Incorporated by reference to Exhibit
  10.4 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.5
  Agreement dated September 21, 1994,
  among Chrysolith, LLC, Prime Properties, Inc., Monarch Casinos, Inc. of
  Louisiana, and the Company.
  
  Incorporated by reference to Exhibit
  10.5 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.6
  Asset Purchase Agreement dated
  September 21, 1994, between Chrysolith L.L.C. and Monarch
  
  Incorporated by reference to Exhibit
  10.6 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.7
  Lease (with option) dated May 10, 1994
  among Lula Miller, Inc., Charles A. Jones III and Kelly McCoy Jones, as
  Lessor, and Monarch, as Lessee.
  
  Incorporated by reference to Exhibit
  10.7 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.8
  Offer to Purchase dated October 4,
  1994, among Trans World Gaming of Louisiana, Inc., Monarch, Lula Miller,
  Inc., Charles A. Jones III and Kelly McCoy Jones.
  
  Incorporated by reference to Exhibit
  10.8 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.9
  Memorandum of Agreement dated March 18,
  1994, between the Company and Yves Gouhier and Camille Costard to acquire
  shares of Casino Cherbourg S.A., as amended 
  (English translation, except amendment is in French.)
  
  Incorporated by reference to Exhibit
  10.9 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.10
  Shareholder Agreement dated April 7,
  1994, between the Company and Michael A. Edwards, as the shareholders of
  Monarch
  
  Incorporated by reference to Exhibit
  10.10 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.11
  Employment Agreement dated March 6,
  1996 between the Company and Stanley Kohlenberg
  
  Incorporated by reference to Exhibit
  10.11 contained in the Form 10-KSB for the fiscal year ended December 31,
  1995 (File No. 0-25244).10.12
  Employment Agreement between the
  Company and Dominick J. Valenzano
  
  Incorporated by reference to Exhibit
  10.12 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.13
  1993 Incentive Stock Option Plan
  
  Incorporated by reference to Exhibit
  10.13 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.14
  Form of 4 1/2% Bridge Note
  
  Incorporated by reference to Exhibit
  10.14 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.15
  Form of 10% Secured Bridge
  
  Incorporated by reference to Exhibit
  10.15 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.16
  Collateral Mortgage relating to the
  Woodlands Travel Plaza.
  
  Incorporated by reference to Exhibit
  10.16 contained in the registration statement on Form SB-2 (File No.
  33-85446-A).10.17
  Operating Agreement dated as of
  December 22, 1994 between the Company and Chrysolith relating to the Gold
  Coin.
  
  Incorporated by reference to Exhibit
  10.17 contained in the Form 10-KSB for the fiscal year ended December 31,
  1994 (File No. 0-25244).10.18
  
  
  Note in principal amount $75,000 payable
  by Monarch (and assumed by the Company).
  
  Incorporated by reference to Exhibit
  10.18 contained in the Form 10-KSB for the fiscal year ended December 31,
  1994 (File No. 0-25244).10.19
  
  
  Lease Agreement dated May 1, 1993
  between National Auto/Truck Stops, Inc. and Prime Properties with respect to
  the 76 Plaza
  
  Incorporated by reference to Exhibit
  10.19 contained in the Form 10-KSB for the fiscal year ended December 31,
  1995 (File No. 0-25244).10.20
  
  
  Agreement and General Release dated as
  of March 6, 1996 between the Company and R. K. Merkey.
  
  Incorporated by reference to Exhibit
  10.20 contained in the Form 10-KSB for the fiscal year ended December 31,
  1995 (File No. 0-25244).10.21
  
  
  Forbearance Agreement dated January 19,
  1996 between the Company and Chrysolith
  
  Incorporated by reference to Exhibit
  10.21 contained in the Form 10-KSB for the fiscal year ended December 31,
  1995 (File No. 0-25244).10.22
  
  
  Letter Agreement dated January 30, 1996
  between the Company and Chrysolith regarding forbearance payments
  
  Incorporated by reference to Exhibit
  10.22 contained in the Form 10-KSB for the fiscal year ended December 31,
  1995 (File No. 0-25244).10.23
  
  
  Consulting Agreement dated January 1,
  1997 between the Company and Stanley Kohlenberg
  
  Incorporated by reference to Exhibit
  10.23 contained in the Form 10-KSB for the fiscal year ended December 31,
  1996 (File No. 0-25244).10.24
  
  
  Employment Agreement dated December 26,
  1996 between the Company and Andrew Tottenham
  
  Incorporated by reference to Exhibit
  10.24 contains in Form 10-KSB for the fiscal year ended December 31, 1996
  (File No. 0-25244).10.25
  
  
  Employment Agreement date February 1,
  1997 between the Company and Christopher Moore
  
  Incorporated by reference to Exhibit
  10.25 contained in Form 10-KSB for the fiscal year ended December 31, 1996
  (File No. 0-25244).10.26
  
  
  Cancellation Agreement dated as of
  October 3, 1996 between the Company and Mid-City Associates
  
  Incorporated by reference to Exhibit
  10.26 contained in the Form 10-KSB for the fiscal year ended December 31,
  1996 (File No. 0-25244).10.27
  
  
  Agreement of Lease dated as of October
  2, 1996 between the Company and Mid-City Associates
  
  Incorporated by reference to Exhibit
  10.27 contained in the Form 10-KSB for the fiscal year ended December 31,
  1996 (File No. 0-25244).10.28
  
  
  Stock Purchase Agreement dated as of
  January 1, 1997 among the Company, Andrew Tottenham and Robin Tottenham
  
  Incorporated by reference to Exhibit
  10.28 contained in the Form 10-KSB for the fiscal year ended December 31,
  1996 (File No. 0-25244).10.29
  
  
  Employment Agreement dated April 15,
  1997 between the Company and James Hardman
  
  Incorporated by reference to Exhibit
  10.29 contained in Form 10-KSB for the fiscal year ended December 31, 1997
  filed on March 30, 1998. (File No. 0-25244)10.30
  
  
  Stock Purchase Agreement dated as of
  January 20, 1998 between the Company and 21st Century Resorts
  
  Incorporated by reference to Exhibit
  10.30 contained in Form 10-KSB for the fiscal year ended December 31, 1997
  filed on March 31, 1998. (File No. 0-25244)10.31
  
  
  Form of the Subscription Agreement for
  the Private Placement
  
  Incorporated by reference to Exhibit
  10.31 contained in Form 10-KSB for the fiscal year ended December 31, 1997
  filed on March 31, 1998. (File No. 0-5244)10.32
  
  
  Escrow Agreement dated March 17, 1998
  among the Company, TWC Finance Corp., TWC International U.S. Corporation as
  Issuer and U.S. Trust Company of Texas, N.A., as Trustee
  
  Incorporated by reference to Exhibit
  10.32 contained in Form 10-KSB for the fiscal year ended December 31, 1997
  filed on March 30, 1998. (File No. 0-25244)10.33
  
  
  Consulting Agreement between
  Chrysolith, L.L.C. and Lee Young dated January 1, 1997
  
  Incorporated by reference to Exhibit 10
  contained in the Form 10-QSB for the quarter ended June 30, 1996 filed on
  August 14, 1996 (File No. 0-25244)10.34
  
  
  Purchase Agreement dated as of April
  15, 1997 among the Company, James R. Hardman, Jr. and Multiple Application
  Tracking System
  
  Incorporated by reference to Exhibit
  10.34 contained in the Form 10-Q for the quarter ended March 31, 1997, filed
  on May 9, 1997 (File No. 0-25244)10.35
  
  
  License Agreement dated as of April 15,
  1997 between the Company and James R. Hardman, Jr.
  
  Incorporated by reference to Exhibit
  10.35 contained in the Form 10-Q for the quarter ended March 31, 1997, filed
  on May 9, 1997 (File No. 0-25244)10.36
  
  
  Loan Agreement dated June 11, 1997 between
  the Company and Value Partners
  
  Incorporated by reference to Exhibit
  10.36 contained in the Form 8-K filed on June 17, 1997 (File No. 0-25244)10.37
  
  
  $350,000 Senior Promissory Note dated
  June 11, 1997
  
  Incorporated by reference to Exhibit 10.37
  contained in the Form 8-K filed on June 17, 1997 (File No. 0-25244)10.38
  
  
  Joint Activity Agreement dated March
  31, 1997 between Mr. Mahmud Avdiyev and Tottenham & Co., d/b/a Art
  Marketing Ltd.
  
  Incorporated by reference to Exhibit
  10.38 contained in the Form 8-K filed on June 17, 1997 (File No. 0-25244)10.39
  
  
  Loan Agreement dated October 27, 1997,
  between Value Partners, and the Company
  
  Incorporated by reference to Exhibit
  10.39 contained in the Form 10-QSB for the quarter ended September 30, 1997,
  filed on November 12, 1997 (File No. 0-25244)10.40
  
  
  $262,500 Senior Promissory Note dated
  October 27, 1997
  
  Incorporated by reference to Exhibit
  10.40 contained in the Form 10-QSB for the quarter ended September 30, 1997,
  filed on November 12, 1997 (File No. 0-25244)10.41
  
  
  Warrant
  to Purchase Common Stock dated November 27, 1997
  
  Incorporated
  by reference to Exhibit 10.41 contained in the Form 10-QSB for the quarter
  ended September 30, 1997, filed on November 12, 1997 (File No. 0-25244)10.42
  
  
  Employment
  Agreement between the Company and Rami S. Ramadan dated July 12, 1999
  
  Incorporated
  by reference to Exhibit 10.42 contained in the Form 8-K filed on July 13,
  1999 (File No. 0-25244)10.43
  
  
  Severance
  Agreement between the Company and Stanley Kohlenberg dated May 23, 1999
  
  Incorporated
  by reference to Exhibit 10.43 contained in the Form 8-K filed on July 13,
  1999 (File No. 0-25244)10.44
  
  
  Severance
  Agreement among the Company, Trans World Gaming of Louisiana, TWC
  International U.S. Corporation and TWC Finance Corp. and Dominick J.
  Valenzano dated July 12, 1999
  
  Incorporated
  by reference to Exhibit 10.44 contained in the Form 8-K filed on July 13,
  1999 (File No. 0-25244)10.45
  
  
  Form
  of Lease Agreement between London Investments s.r.o. and the Company
  
  Incorporated
  by reference to Exhibit 10.45 contained in the Form 8-K filed on July 13,
  1999 (File No. 0-25244)10.46
  
  
  1998
  Incentive Stock Option Plan
  
  Incorporated
  by reference to Exhibit 10.46 contained in the Form 10-KSB filed on May 26,
  2000 (File No. 0-25244)10.47
  
  
  1999
  Non-Employee Director Stock Option Plan
  
  Incorporated
  by reference to Exhibit 10.47 contained in the Form 10-KSB filed on May 26,
  2000 (File No. 0-25244)10.48
  
  
  Form
  12% Secured Senior Note due March 2005
  
  Incorporated
  by reference to Exhibit 10.48 contained in the Form 10-KSB filed on May 26,
  2000 (File No. 0-25244)10.49
  
  
  Form
  of Warrant to Purchase Common Stock dated October 15, 1999
  
  Incorporated
  by reference to Exhibit 10.49 contained in the Form 10-KSB filed on May 26,
  2000 (File No. 0-25244)16.1
  
  
  Letter
  from Bederson & Co. (the Companys former independent public accountants)
  relating to a change of accountants
  
  Incorporated
  by reference to Exhibit 16.1 contained in the Form 10-QSB for the fiscal year
  ended December 31, 1995, filed on November 12, 1997 (File No. 0-25244)16.2
  
  
  Letter
  from Pannell, Kerr, Forster PC (the Companys former independent public
  accountants) relating to a change of accountants
  
  Incorporated
  by reference to Exhibit 16.2 contained in the Form 8-K filed on February 25,
  1999 (File No. 0-25244)21.0
  
  
  Subsidiaries
  
  Filed
  herewith (File No. 0-25244)SIGNATURES

Pursuant to the
requirements of Section 13 or 15 of the Securities Exchange Act of 1934, the
Issuer has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.



TRANS WORLD CORPORATION(registrant)



Dated:  
  April 02, 2001By:
  /s/ Rami S. RamadanRami S. RamadanChief Executive Officer/Chief Financial
  Officer(Principal Executive and Financial Officer)

Pursuant to the
requirements of the Securities Exchange Act of 1934, this Report has been
signed by the following persons on behalf of the Issuer on April 02, 2001 in
the capacities indicated.

Signature and Title/s/ Rami S. RamadanDirector/s/ Geoffrey B. BakerDirector/s/ Malcolm M.B. SterrettDirector/s/ Julio E. Heurtematte, Jr.Director