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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-K

x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2015

or

o         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.:  000-25244

TRANS WORLD CORPORATION

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code:  (212) 983-3355

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES o  NO x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  YES  o NO  x

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 o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  YES x  NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-X 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-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).  YES o  NO x

The aggregate market value of the Common Stock of the Registrant held by non-affiliates as of June 30, 2015, based upon the average bid and asked price of $3.00 as reported on the OTC Bulletin Board on that date, was $26,463,615.00.  As of March 4, 2016, there were 8,829,011 shares of Common Stock of the Registrant deemed outstanding.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  YES o  NO o

Documents incorporated by reference: Portions of the definitive Proxy Statement prepared for the 2016 Annual Meeting of Stockholders are incorporated by reference into Part II and III of this Form 10-K.

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TRANS WORLD CORPORATION
FORM 1O-K

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Forward Looking Statements

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains certain forward-looking statements including expectations of market conditions, challenges and plans, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is subject to the Safe Harbor provisions created by that statute. Reference is made to Part I, Item 1A “Risk Factors” and to Part II, Item 7 “Management’s  Discussion and Analysis of Financial Condition and Results of Operations — Forward Looking Statements” for a discussion of the Registrant’s qualifications with respect to certain information presented in this Annual Report on Form 10-K.

All references to “$” or “USD” means U.S. dollars, “€” or “EUR” means euros and “Kč” or “CZK” means Czech korunas.  Unless noted otherwise, all USD equivalents of foreign currency amounts are converted at the year-end, December 31, 2015 exchange rates.

Item 1.  Business.

General Development of Business

Trans World Corporation (hereinafter referred to as “we,” “us,” the “Company,” or “TWC” or terms of similar import) was organized as a Nevada corporation in October 1993 for the acquisition, development and management of gambling establishments, to the extent permitted by applicable local laws, featuring live and mechanized gaming, including video gaming devices such as video poker machines, primarily in Louisiana.

In 1998, we revised our operating strategy by shifting our focus to the casino market in Europe.  Furthermore, as a means of diversification of our business, we have also expanded our growth strategy to develop and/or acquire small-to-mid-size hotels of 80-250 rooms located in or near key metropolitan and resort areas of Europe, which may also include gambling operations.

Today, we own and operate three full-service casinos and three four-star hotels.

Our casinos are all in the Czech Republic, located in Ceska Kubice (“Ceska”), Hate (“Route 59”), and Dolni Dvoriste (“Route 55”). The Czech casinos, which conduct business under our registered brand name, American Chance Casinos (“ACC”), are situated at border locations and draw the majority of their customers from Germany and Austria.

Our hotels include the Hotel Savannah and Spa, a 77-room, four-star deluxe hotel, located in Hate, Czech Republic; the Hotel Columbus, a 117-room, four-star property located in Seligenstadt, Germany; and the Hotel Freizeit Auefeld, a 93-room four-star hotel located in Hann Münden, Germany.

Two of our units, the Hotel Savannah and Spa and the Route 59 casino, operate as complementary businesses and are referred to jointly herein as the “Route 59 Complex.”  In addition to the gaming area, guest rooms, and spa, which is operated by an independent contractor, the complex features eight banquet halls for meetings and special events as well as two full-service restaurants and two bars.

ACC’s operating strategy centers on differentiating its products and services from its direct competitors.  Each of the casinos has a distinctive design theme, portraying recognizable historical American cultural periods: the Frank Lloyd-Wright-inspired “Organic Modern” in the 1930’s theme for Ceska; the New Orleans in the 1920’s design for Route 59; and the Miami Beach “Streamline Moderne” in the early 1950’s design for Route 55. Management has strived to create gambling environments with casual and exciting atmospheres, emphasizing entertainment, state-of-the-art equipment, and professionalism.

Effective November 28, 2013, in order to reflect the Company’s industry diversification, we changed the name of our primary Czech operating subsidiary, American Chance Casinos a.s., to “Trans World Hotels & Entertainment, a.s.” (“TWH&E”), while continuing to operate our casinos under the ACC brand, without interruption.  Effective January 1, 2014, in the final stage of consolidation, Trans World Hotels k.s., which owned the Hotel Savannah and the Spa, was merged into TWH&E.

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On September 10, 2014, TWH&E, through its wholly-owned German subsidiary, Trans World Hotels Germany GmbH (“TWHG”), acquired all of the partnership interests of a private family partnership that owned the Hotel Columbus, a four-star, 117-room hotel located in Seligenstadt, near Frankfurt, Germany, for a purchase price of €5.7 million or approximately $6.9 million at the acquisition date, excluding transfer taxes and closing costs. The Hotel Columbus features five meeting rooms, a restaurant and separate breakfast room, each with its own kitchen, two bars, a 32-space parking garage and 43 surface lot parking places, including a satellite parking area located across the street from the hotel.

On June 16, 2015, TWHG acquired 100% of the partnership interests of the general partner and limited partner that owned Hotel Freizeit Auefeld, a 93-room hotel with extensive meeting space and recreational amenities located in Hannoversch Münden (“Hann. Münden”), Germany, for a purchase price of €4.5 million, or approximately $4.95 million at the acquisition date.  The assets acquired by TWHG included: the hotel building and its contents, three food and beverage outlets, ten meeting rooms, an adjoining 13,000 square foot event hall, an adjoining tennis complex with four indoor courts, several additional recreation areas, an independent townhouse comprised of one four-room and one six-room apartment, and the ground lease rights to the land upon which all of the hotel’s assets stand, the lease for which expires on March 1, 2084, but includes both a right of first refusal buyout and lease renewal option in favor of TWHG to year 2154.  Hotel Freizeit Auefeld was built in 1991 and was expanded with new facilities in 2001.

TWC’s hotel operating strategy centers on offering both business and leisure travelers attractive facilities, professional service, comfortable accommodations, and a wide range of amenities, including food and beverage services, conference, and recreational facilities.   The Company uses multiple channels to actively market its hotels to both business and leisure travelers.  Further, management strives to foster strong relationships with local businesses and communities, which primarily support the hotels’ food and beverage, conference and banquet, and recreation facilities.

Following the Hotel Columbus acquisition, the Company began to account for two reportable segments: a casino segment and a hotel segment.  The hotel segment is comprised of the Hotel Columbus and Hotel Freizeit Auefeld while the two independent casinos and Route 59 Complex are included in the casino segment.

While our principal executive offices are located in New York City, we have no operating presence in the United States.  Information about our reporting units and geographic areas of operation is incorporated by reference from Note 1 — “Nature of Business” of the Notes to Consolidated Financial Statements, included in this Annual Report in Part II, Item 8.

Corporate Information

Our corporate offices are located at 545 Fifth Avenue, Suite 940, New York, New York 10017, our telephone number is (212) 983-3355, our website is www.transwc.com and the ACC website is www.acc.cz.  Neither website is a part of this Form 10-K.

Description of Business

TWC is engaged in the acquisition, development and management of niche casino operations in Europe, which feature gaming tables and mechanized gaming devices, such as video slot machines, as well as the acquisition, development and management of small-to-mid-size, four-star hotels, which may include casino facilities.  Our recent expansion into the hotel industry is founded on management’s belief that hotels in the small-to-mid-size class are complementary to our casino brand, 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 gives us greater stability and makes TWC more attractive to potential investors.  TWC’s top management executives include individuals with extensive experience in both the casino and hotel industries.

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Market Overview and Competition

Historically, casinos in Germany and Austria have been characterized by formal atmospheres and a sense of exclusivity.  While this dynamic has changed across Europe over time, ACC was at the forefront of the movement towards more relaxed casino atmospheres.  This, coupled with our emphasis on integrating live entertainment into the gambling experience and creating strong customer loyalty programs, allowed us to become a preferred alternative for many of our patrons.  Further, we have established ACC as a reputable casino company in the Czech Republic through our more than fifteen years of high service standards, consistent professionalism and strict adherence to all local gaming regulations.

As of December 31, 2015, six casinos operate in direct competition with our Ceska casino.  Each of our Route 59 and Route 55 casinos currently has two direct competitors.  Some of these competitors are larger and have financial and/or other resources that are greater than ours.

While we do not consider our gambling business to be seasonal, it is occasionally impacted by extreme weather conditions and major sporting events, such as the FIFA World Cup (“World Cup”) and the UEFA Euro (“Euro Cup,”), which have and can negatively impact attendance at our casinos.  See also Item 1A “Risk Factors — Climate impact.”

We compete for guests based primarily on brand name recognition and reputation, location, customer satisfaction, quality of service, amenities, quality of the gaming experience, quality of our accommodations,  room rates,  security and the ability to earn and redeem loyalty program points.  We believe that increased gambling in other locations in or near the markets areas in which we operate, and the increase in popularity of internet gambling, could create additional competition for us and could adversely affect our casino operations and development plans.  Further, the gaming industry in Eastern Europe faces competition from a variety of sources for discretionary consumer spending, including spectator sports and other entertainment and gaming options. Competitive gambling activities include traditional casinos, video lottery terminals, state-sponsored lotteries and other forms of legalized gaming. Additionally, internet gambling and wagering is growing rapidly and affecting competition in our industry. We anticipate competition in this area will become more intense as new web-based ventures enter the industry.

With respect to our hotel segment, in Germany, our Hotel Columbus has six hotel competitors in the Seligenstadt area and surrounding region that it serves, four of which are privately-owned and two of which are part of German hotel chains.  Our Hotel Freizeit Auefeld is the largest hotel in Hann. Münden and no hotel chains are represented in our market.  However, Hotel Freizeit Auefeld does compete with eight smaller, privately-owned, hotel competitors in the Hann. Münden area.

Owing to our quality product, adherence to high standards of hospitality and customer service, professionalism and strict compliance with all local hotel regulations and governances, we believe that we can compete effectively with these hoteliers.

Costs and Effects of Environmental Compliance

We incurred no material costs or effects due to environmental compliance for the years ended December 31, 2015 and 2014.

Research and Development

The Company does not engage in research and development other than internal market research for general business development, does not account for research expenditures separately under generally accepted accounting principles, and did not incur any separate research and development expense for 2015 or 2014.

Available Information - Internet Access

TWC is a “smaller reporting company” under the rules of the Securities and Exchange Commission (“SEC”). Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge on or through our website (www.transwc.com) as soon as reasonably practicable after we electronically file the material with the SEC. In addition, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on

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the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers (including the Company) that file electronically with the SEC.

Our Facilities

Ceska — The Ceska casino, which is located approximately one hour’s driving time from Regensburg, Germany, was acquired through a lease in March 1998 in conjunction with the Company’s entry into the casino market in Europe.  On November 23, 2011, TWC purchased the Ceska casino building, associated land and an adjacent outbuilding and related plot from the town of Ceska Kubice, from which TWC had been renting the facilities.  The acquisition allowed us to undertake much needed capital improvements to the building, as competition in the Ceska area has increased dramatically in recent years.  By the end of 2014, we had invested approximately CZK 48.6 million, or $2.1 million, into our expansion and renovation program that gave the Ceska casino a 1930’s Frank Lloyd-Wright-inspired “Organic Modern” theme.  As of February 29, 2016, the two-story Ceska casino offered 15 gaming tables, including six card tables, seven roulette tables, and a 10-position, Slingshot, multi-win roulette table.  The casino also features 100 video slot machines and a dedicated stage area, for live performances.  Amenities also include a separate dining facility and five luxurious hotel guest rooms.  The address of our Ceska casino is Ceska Kubice 64, Ceska Kubice 345 32, Czech Republic.

Route 59 — Located approximately one hour’s driving time from Vienna, Austria, and opened in December 1999, Route 59 was constructed by the Company on land that had been acquired by TWC in conjunction with our entry into the European casino market in 1998.  As of February 29, 2016, our Route 59 casino, which has a New Orleans in the 1920’s theme, operated 23 gaming tables, consisting of 12 card tables, 10 roulette tables, and a 16-position, Slingshot multi-win roulette table, as well as 144 video slot machines.  In January 2016, work commenced on a project to expand the casino’s existing slot area and introduce 32 additional video slot machines.  The slot area expansion project was completed on February 22, 2016.  Route 59 is located at 199 American Way, Hate-Chvalovice, Znojmo 669 02.

Route 55 — Located approximately 45 minutes driving time from Linz, Austria, and opened in December 2004, Route 55 was constructed by the Company on a parcel of land that had been purchased by TWC in April 2002.   The two-story casino features a 1950’s Miami Beach “Streamline Moderne” style.  As of February 29, 2016, Route 55 offered 21 tables, including 10 card tables, 10 roulette tables, a 16-position, Slingshot multi-win roulette table, as well as 138 video slot machines.  On the mezzanine level, the casino offers an Italian restaurant, an open buffet area, and three luxurious hotel guest rooms.  Similar to the five guest rooms at Ceska, these rooms, when not used as free courtesy accommodations for our VIP players and guests, are rented to other customers.  Route 55 is located at Grenzubergang Wullowitz, Dolni Dvoriste 382 72, Czech Republic.

Hotel Savannah - As a complement to our Route 59 gaming operations, in January 2009, we built and opened Hotel Savannah, a 77-room, four-star deluxe hotel, attached to Route 59 by the hotel’s restaurant, on land that had been acquired by TWC in conjunction with our entry into the European casino market in 1998.  In conjunction with opening the hotel, we also launched a full-service spa, the Spa at Hotel Savannah, which is sub-contracted to a local operator who pays TWC a percentage of its gross revenues, and is attached to the hotel.  The Spa features a large, 22 x 8 meter, indoor pool and Ayurvedic therapy facility,.  Hotel Savannah also features eight banquet halls for meetings and events.  The creation of the Route 59 Complex has proven to be of benefit to Route 59 by attracting additional business to the casino, contributing incremental cash, and enhancing the Company’s overall results.

Hotel Columbus — As of September 1, 2014, we acquired the Hotel Columbus, a four-star 117-room hotel, located in Seligenstadt, a town that is approximately 25 minutes equidistant from Frankfurt city center and the Frankfurt International Airport.  Hotel Columbus features five meeting rooms; a restaurant and separate breakfast room, each with its own kitchen; two bars; a 37-space parking garage; and 43 surface lot parking places, including a satellite parking area located across the street from the Hotel.  Hotel Columbus is located at Am Reitpfad 4, 63500 Seligenstadt-Froschhausen, Germany.

Hotel Freizeit Auefeld — As of June 1, 2015, TWHG acquired the Hotel Freizeit Auefeld, a 93-room, four-star hotel with extensive meeting space and recreational amenities located in Hann. Münden, Germany.  The hotel features three food and beverage outlets; ten meeting rooms; an adjoining 13,000 square foot event hall; an adjoining tennis complex with four indoor courts; and several additional recreation areas.  An independent townhouse comprised of

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one four-room and one six-room apartment was also included in the assets associated with the deal.  Hotel Freizeit Auefeld is located at Hallenbadstrasse 33, 34346 Hann. Münden, Germany.

Our casinos each offer free parking, restaurant and lounge areas, and multiple bars while our hotels each offer free outdoor parking, available garage parking, restaurant and lounge areas, bars, meeting rooms, and in the Hotel Savannah and Hotel Freizeit Auefeld, extensive recreational facilities.  With the exception of the lengthy ground lease for the land on which Hotel Freizeit Auefeld stands, we own the land and buildings that comprise our casino and hotel assets.

Intellectual Property

In the highly competitive gaming and hospitality industries in which we operate, our trade names and logos are important to the success of our business. All of our casinos operate under the trademarked trade name “American Chance Casinos” and feature the radiating crown logo, which we believe has become synonymous in our markets with our reputation for excellence in service, casual fun, international presence and state-of-the-art gaming equipment. In addition, the Hotel Savannah’s flowering tree logo has come to represent luxury and convenience for our overnight guests at our Route 59 Complex. The Company also maintains separate websites for our casinos and three hotels that provide users with updated information, and for the hotels, the ability to make room reservations online.

Long Range Objectives

With the acquisitions of Hotel Columbus and Hotel Freizeit Auefeld in 2014 and 2015 respectively, our current operations consist of three casinos and three hotels, with four units located in Czech Republic and two units located in Germany.  Our recent geographic and industry diversification is consistent with our long-range objective of positioning TWC as an international hotel and casino company.

TWC, the senior management of which is composed of individuals who have extensive experience in both the hotel and casino industries, continues to explore ways to expand the Company’s operations through the acquisition and/or development of complementary gaming and hotel business units, while continuing to maximize the potential of the Company’s existing operations.  Future additions may include stand-alone operations, or complexes with integrated hotel and casino operations, such as the Route 59 Complex.

Marketing and Sales

During the year ended December 31, 2015, we maintained and enhanced our marketing and promotional programs for our casinos, focusing primarily on internal and customer-oriented loyalty reward programs and greater use of social media and digital communication methods.  In 2015, we strove to offer higher-value amenities and more giveaways and also to provide live entertainment, in an ongoing effort to secure and enhance our competitive position in the markets that we serve.  The casinos’ event calendars concentrated on key, player-tested, popular events and holidays, while simultaneously focusing on higher player-incentive games designed to reward existing players with redeemable points via our Player’s Loyalty Program, and thereby promote customer loyalty.  In addition, we continued to be a benefactor in a number of community and social programs during the year as a way to further promote our image and make a positive contribution to the communities in which we operate.  We also continued our popular, cultural-themed and holiday-related parties, which feature live entertainment, raffles and complimentary grand buffets.  Further, we aggressively targeted key cities in our media campaigns, most notably Vienna, Linz and Regensburg and the areas surrounding these cities.  With respect to Hotel Columbus and Hotel Freizeit Auefeld, our newest hotel operations in Germany, we focused our sales efforts on targeting corporate business from the surrounding areas and worked to cultivate existing and new local business relationships.

Regulations and Licensing

We are subject to numerous foreign international, national and local government laws and regulations, including those relating to the operation of a casino business, the operation of our hotel business, the preparation and sale of food and beverages, building and zoning requirements, data privacy and general business license and permit requirements, in the various jurisdictions in which we own and operate our properties.  Our ability to acquire and/or develop new casino and/or hotel properties and to remodel, refurbish or add to existing properties is also dependent on obtaining permits from local authorities.  We are also subject to laws governing our relationships with employees, including minimum wage requirements, overtime, working conditions, hiring and firing, non-discrimination for

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disabilities and other individual characteristics, work permits and benefit offerings.  Compliance with these various laws and regulations can affect the revenues and profits of the properties we own and could adversely affect our operations.  We believe that our businesses are conducted in material compliance with all applicable laws and regulations.

Our casino operations are also subject to extensive regulation under the laws, rules and regulations of the jurisdictions where each is located. These laws, rules and regulations generally concern the responsibility, financial stability and character of the stockholders, managers, and persons with financial interests in the gaming operations. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. The Company must also pay gaming and other taxes and conduct its operations so as to maintain its gaming licenses and to maintain its good relations with our regulators that will help us renew our gaming licenses at the appropriate times. Gaming licenses and approvals, once obtained, can be suspended or revoked for a variety of reasons. We cannot assure that we can obtain  all required licenses, renewals and approvals on a timely basis or at all, or that, once obtained, the findings of suitability, licenses and approvals will not be suspended, conditioned, limited or revoked. If we ever are prohibited from operating our casinos or any other property we may own and operate in the future, we would, to the extent permitted by law, seek to recover our investment by selling the property affected, but there are no assurances that we would be able to recover its full value, nor can we assure that future legislative initiatives will not adversely affect our operations.

In 1998, the Czech Republic House of Deputies passed an amendment to the gaming law, which restricted foreign ownership of casino licenses.  In response, we restructured our Czech subsidiaries and legal entities to comply with the amendment and were subsequently granted 10-year gaming licenses or permits, which have since been renewed by the government of the Czech Republic for another 10-year term, expiring in 2018.  These licenses cover all of the casinos we own in the Czech Republic.  The permits are amended each time we add a new operating branch or unit.  The no-cost permits are renewable by application and must be granted as long as the corporate casino operator meets the following conditions: (i) maintenance of the required basic capital, which, in our case, includes a gaming bond of CZK 22 million, or approximately $890,000, for our primary operating subsidiary; (ii) be designated as a public or private stock company (using the Czech abbreviation “a.s.”); (iii) have executive board members of the Czech stock company who do not have criminal records; and (iv) have no overdue taxes.  We have been, and are currently, in full compliance with all such conditions. See also “Taxation,” below.

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 we will be able to obtain the necessary approvals for our future activities.

Iran Sanctions Disclosure

Pursuant to Section 13(r) of the Exchange Act, if during 2015, TWC or any of its affiliates have engaged in certain transactions with Iran or with persons or entities designated under certain executive orders, we would be required to disclose information regarding such transactions in our Annual Report as required under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, or ITRA. During 2015 and 2014, the Company did not engage in any of the law’s enumerated transactions with Iran or with persons or entities related to Iran.

Taxation

As noted above, we are subject to legislative changes that, at times, result in material adverse effects on our results of operations and financial condition.  Such a change occurred on December 15, 2015 when the President of the Czech Republic signed an amendment to the Gaming Law that increased gaming tax rates payable by all gaming operators, including TWC, effective January 1, 2016 (the “2016 Gaming Tax Amendment”).  (See TWC’s Form 8-K, dated December 21, 2015).  As a result of this amendment, gaming taxes on live game revenues increased from 20% to 23% and gaming taxes on slot revenues increased from 20% to 28%.  In addition, the amendment increased the fee per slot machine per day to CZK 80 (approximately $3.30) from CZK 55 (approximately $2.25). The amendment became law on December 28, 2015, when it was published as Act No. 380/2015 Coll. in the official Collection of Laws, maintained by the Czech Ministry of the Interior.  See also, Part I, Item 1A. “Risk Factors — Potential changes in legislation and regulation of our operations.”

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Gaming Taxes

In December 2011, the Czech parliament passed sweeping gaming tax legislation (“2012 Gaming Tax Law”), which took effect on January 1, 2012.  Our Czech gaming operations were subject to the 2012 Gaming Tax Law through the year ended December 31, 2015.  Thereafter, those operations will be subject to the 2016 Gaming Tax Amendment (see below) and thereafter until the law is further revised.  The changes in the gaming tax law are summarized below:

Gaming taxes are payable by the 25th day following the end of each calendar quarter, while corporate income tax is paid by June 30th of the subsequent year.  Estimated quarterly income tax payments have also been required to be paid since the third quarter of 2013.  TWC was current on all of its Czech tax payments at December 31, 2015 and through the date of this report.

TWC’s management estimates that, for the year ended December 31, 2016, gaming taxes as a percentage of gaming revenue will increase to approximately 27.7% from 20.9% in 2015, which will have a material adverse effect on the Company’s gaming income before taxes.

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TWC’s gaming-related taxes and fees for the years ended December 31, 2015 and 2014 are summarized in the following table:

Corporate Income Taxes

Effective January 1, 2012, in conjunction with other changes to gaming tax rates, the Czech government instituted an effective corporate income tax, currently 19.0%, on all income, including gaming income, which prior to the law changes were subject only to gaming taxes.  The income tax rate in Germany is 30.0%.  For the year ended December 31, 2015, the Company incurred an estimated net income tax expense of $1.4 million, inclusive of an estimated deferred income tax benefit of $266,000.  The prior year income tax expense of $1.3 million included a previous year estimated income tax credit of $10,000.   We did not incur any corporate income taxes in Germany from our hotel operations for the years ending December 31, 2015 and 2014, due to the losses associated with acquisition-related closing costs incurred in the year of acquisition.

Value Added Taxes

In conformity with the European Union (“EU”) taxation legislation, the Czech Republic’s value added tax (“VAT”) has gradually increased from 5%, when that country joined the EU in 2004, to 21%, the effective rate since 2013.  Unlike in other industries, VATs are not recoverable for gaming operations.  The recoverable VAT under the Hotel Savannah, Hotel Columbus and Hotel Freizeit Auefeld operations was not material for the years ended December 31, 2015 and 2014, respectively.

Our Employees

As of December 31, 2015, we had a total of 552 employees, of which 91 work in Ceska; 166 in Route 59; 155 in Route 55; 45 in Hotel Savannah; 35 in Hotel Columbus; 39 in Hotel Freizeit Auefeld; 16 in our shared services offices, located at our Ceska Casino; and five in the Company’s headquarters in New York.  None of our employees are represented by a union nor are we a party to any labor contract.

Item 1A.  Risk Factors.

We have described below what we currently believe to be the material risks and uncertainties in our business.

Before making an investment decision with respect to our Common Stock, you should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference in this Annual Report on Form 10-K. We also face other risks and uncertainties beyond what is described below.  Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.  Further, past financial performance may not be a reliable indication of future performance and historical trends should not be used to anticipate results or trends in future periods. This Annual Report on Form 10-K is qualified in its entirety by these risk factors. If any of the following risks actually occur, our business, financial condition, results of operations and prospects could be materially and adversely affected. If this were to happen, the value of our Common Stock could decline significantly. You could lose all or part of your investment.

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Regulation and licensing

Our gambling operations are subject to regulation by each federal and local jurisdiction in which we operate. Each of our officers may be subject to strict scrutiny and approval from the gaming commission or other regulatory body of each jurisdiction in which we conduct gambling operations.  Furthermore, the operations of our casinos are contingent upon maintaining all necessary regulatory licenses, permits, approvals, registrations, findings of suitability, orders and authorizations. The laws, regulations and ordinances requiring these licenses, permits and other approvals generally relate to the operations of the casinos, the payment of taxes, the responsibility, financial stability and character of the owners and managers of gambling operations, as well as persons financially interested or involved in gambling operations.  All of our casinos are duly licensed by the Ministry of Finance of the Czech Republic (the “MOF”), and we are subject to ongoing regulation to maintain these operations.

Czech regulatory authorities have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke a registration, gaming license or related approval and to approve changes in our operations. The suspension or revocation of any license which may be granted to us could significantly harm our business, financial condition, results of operations and prospects.  Any change in the laws, regulations or licenses applicable to our business or a violation of any current or future laws or regulations applicable to our business or gaming licenses could require us to make substantial expenditures or could otherwise negatively affect our gambling operations.

Potential changes in legislation and regulation of our operations

Laws and regulations governing the conduct of gambling activities and the obligations of gaming companies in any jurisdiction in which we have or in the future may have gambling operations are subject to change and could impose additional operating, financial or other burdens on the way we conduct our business.

Moreover, legislation to prohibit, limit, or burden our gambling business may be introduced in the future in the Czech Republic or elsewhere where gambling has been legalized. In addition, from time to time, legislators and special interest groups (which may include our competitors) have proposed legislation that would expand, restrict or prevent gambling operations or which may otherwise adversely impact our operations in the jurisdictions in which we operate. Any expansion of gambling or restriction on or prohibition of our gambling operations, increase in gaming taxes, or enactment of other adverse regulatory changes could have a material adverse effect on our business, financial condition, operating results and prospects.

Gaming legislation is introduced in the Czech Parliament from time to time. In October 2014, the MOF, the national governmental authority that regulates gambling in the Czech Republic, introduced proposed legislation that would, if approved, among other things, limit the number of gambling establishments, limit the number of slot machines, shorten license periods, require security bonds for each casino operation by location, limit betting amounts and the amount of losses per hour and per month permitted for players, limit the duration of each individual’s playtime and the pace of certain live games, prohibit the serving of complimentary food, beverage or cigarettes, link slot machines to an MOF database, create an online database of gamblers that is linked to the MOF, and give local municipalities more power over gambling establishments.

In addition to the 2016 Gaming Tax Amendment that became effective on December 28, 2015 for the calendar year 2016 and forward, the MOF has also stated publicly that it is also contemplating the introduction of an additional tax law that could further increase gaming tax rates. The draft law, which is currently under committee review in the Czech parliament, is open to comment by interested parties, review by other government agencies, and review by the European Union.  The proposed legislation is also subject to parliamentary procedure that could include amendments that could materially change the proposal, and amendment and/or ratification in the Czech Senate, all of which could occur in 2016. Because the parameters and effects of this proposed legislation are still speculative, at this point in time, the Company cannot predict what the ultimate statute will contain, whether it will be passed in the Czech Parliament, or whether it will be signed by the Czech President. Therefore, we cannot, as of the date of this report, specifically predict any proposed legislation or its effect on the results of operations or financial condition of the Company.  However, if any or all of this proposed legislation is adopted in its current form, it would have a material adverse effect on our results of operation, financial condition and business prospects.

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Taxation of gambling operations

Gambling operators are typically subject to significant taxes, which may increase at any time. Material increases in these taxes or fees would adversely affect our business, results of operations, financial condition and prospects. The Czech Republic currently has a number of laws related to various taxes imposed by governmental authorities. Applicable taxes include VAT, gaming tax, corporate income tax, and payroll (social) taxes.  In December 2011, the Czech government passed sweeping gaming tax legislation that became effective in 2012.  In this new tax law, the government eliminated the “charity contribution tax” scheme and, in lieu of it, changed the existing revenue-based, tiered rate gaming tax structure to a flat 20% gaming tax on all gambling revenues, plus an applicable corporate income tax of 19% on adjusted net income derived from any revenue sources, including gambling.  These tax law changes have negatively and materially impacted our results of operations since 2012.

In December 2015, the Czech government passed an amendment to the gaming tax law which effectively and significantly raised the gaming tax rates.  The amendment is effective for the calendar year 2016 and forward. See also “Gaming Tax” section under “Taxation” above. These tax law changes, together with other legal compliance areas (for example, customs and currency control matters) are subject to review and investigation by a number of different Czech governmental authorities, which are authorized by law to impose fines, penalties and interest charges.  These reviews may create additional tax risks that, if applied to TWC, could have a material adverse effect on our business, results of operations, financial condition and prospects.

General economic trends are unfavorable

The recent worldwide economic downturn in 2009 and the anemic economic growth that followed as well as the current debt and immigrant crises in the EU, had, and may, in the future, continue to have a negative impact on our financial performance.  Lingering adverse conditions in local, regional, national and global markets could negatively impact our operations in the future. During periods of economic contraction like that recently experienced, certain costs can remain fixed or even increase, while revenues decline. The gambling services we provide are similar to other leisure activities in that they depend on personal discretionary expenditures, which are likely to decline during economic downturns. Continued adverse developments affecting economies throughout the world, and particularly in Europe, including a general tightening of the availability of credit, unemployment, deflation, political or economic turmoil, government debt crises, acts of war or terrorism, natural disasters, declining consumer confidence or significant declines in world stock markets could lead to a further reduction in discretionary spending on entertainment and leisure activities, which could adversely affect our business, financial condition, results of operations and prospects.  In some cases, even the perception of an impending economic downturn or the continuation of a recessionary climate can be enough to discourage consumers from spending on leisure activities. We cannot predict at this time what the full effect and extent of a possible global recession and the subsequent extended period of slow-growth in Europe will be on our business, financial condition, or results of operations.

We face significant competition

We operate in the highly competitive gaming industry with a large number of participants, many of which have financial and other resources that are greater than ours. The gaming industry faces competition from a variety of sources for discretionary consumer spending including spectator sports and other entertainment and gaming options, as well as home entertainment alternatives. Competitive gambling activities include traditional casinos, video lottery terminals, internet gaming, sports betting, state-sponsored lotteries and other forms of legalized gaming in the Czech Republic, Germany, Austria and in other jurisdictions.  Moreover, these established gambling jurisdictions could award additional gaming licenses or permit the expansion of existing gambling operations. If additional gaming opportunities become available near our operations, such gaming opportunities could have a material, adverse impact on our business, financial condition, results of operations and prospects.

Additionally, internet gaming and wagering is growing rapidly and is affecting competition in our industry.  Web-based businesses may offer consumers a wide variety of events to wager on, including other games, racetracks and sporting events. Unlike most web-based gaming companies, we pay taxes in the jurisdictions in which we operate and our operations require ongoing capital expenditures for both their continued smooth operations, maintenance, renovation and growth. We could also face significantly greater costs in operating our business compared to these “virtual” internet gaming companies. We cannot offer the same number of gaming options as internet-based gaming companies. Many internet-based gaming companies are located off-shore and avoid regulation under applicable Czech laws. These companies may divert wagering dollars from live wagering venues, such as our casinos. The continued

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growth and success of these on-line ventures could have a material, adverse impact on our business, financial condition, results of operations and prospects.

Our principal hotel competitors are other operators of full-service and select-service properties, including other major hospitality chains with well-established and recognized brands.  We also compete against smaller hotel chains and privately owned hotels.  If we are unable to compete successfully, our revenues or profits may decline or our ability to maintain or increase our market share may be diminished.  We compete for guests based primarily on location, customer satisfaction, room rates, quality of service, amenities, and quality of accommodations.  Most of our competitors are larger than we are, based on the number of properties they manage, franchise or own, or based on the number of rooms or geographic locations where they operate.  Many of our competitors also have recognizable brands, participate with online travel merchants and have a large number of members participating in their guest loyalty programs which may enable them to attract more customers and more effectively retain such guests.  Our competitors generally also have greater financial and marketing resources than we do, which could allow them to improve their properties and expand their marketing efforts in ways that could affect our ability to compete for guests effectively.

Fluctuations in currency exchange rates could adversely affect our business

Our facilities in the Czech Republic represent a significant portion of our business, and the revenue generated is generally denominated in EUR and the expenses incurred by these facilities are largely denominated in CZK, while revenues and expenses from our two hotels in Germany are denominated in EUR.  The potential depreciation in the value of either of these currencies against the USD would adversely impact the revenue and operating profit from our operations when translated into USD, which would have a corresponding effect on our consolidated results of operations.  (See also “Item 7A. Quantitative and Qualitative Disclosure about Market Risk — Foreign Currency Exchange Rate Risk”).  We do not currently hedge our exposure to fluctuations of these foreign currencies, and there is no guarantee that we will be able to successfully hedge any future foreign currency exposure, if we subsequently choose to do so in the future.

We are subject to the business, financial and operating risks inherent to the hospitality industry

Our hotel segment is subject to a number of business, financial and operating risks inherent to the hospitality industry, including:

Any of these factors could limit or reduce the prices we charge for our hospitality products or services, including the rates our properties charge for accommodations. These factors can also increase our costs or affect our ability to develop or acquire new properties or maintain and operate our existing properties. As a result, any of these factors can reduce our profits and limit our opportunities for growth.

Need to diversify

Prior to 2014, all of our operations were primarily located in the Czech Republic.  Therefore, any future adverse legislation in the Czech Republic may have an adverse impact on our Czech operations, financial results, financial

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condition and prospects.  To counteract this risk, we acquired the Hotel Columbus in Seligenstadt, Germany, in September 2014 and, in June 2015, the Hotel Freizeit Auefeld in Hann. Münden, Germany.  We have earmarked a sizable portion of the Company’s cash reserves for expansion and are currently seeking to develop and/or acquire additional interests in gambling operations and/or hotels in other European countries.  However, there can be no assurance that we will be able to develop or acquire such new operations in the future.

Need for additional financing

Although we have achieved net income for the thirteenth consecutive year, pursuant to our growth strategies, we may require additional debt and/or equity financing for the acquisition and development of new businesses or business units.  We may also need to access the capital markets or otherwise obtain additional funds to finance acquisitions, the continuing maintenance, renovation, or re-theming of currently owned facilities or the development of new operations.  There is no guarantee that we will be able to obtain such financing or funds in the future on favorable terms to us, or at all.

Dependence upon key personnel

Our ability to successfully implement our strategy of expansion, manage the existing casinos, and maintain a competitive position will continue to depend, in large part, on the ability of Mr. Rami S. Ramadan, the Company’s President, Chief Executive Officer (“CEO”), and Chief Financial Officer (“CFO”).  The Company is also dependent upon other key employees, casino managers, and consultants, whom we retain from time to time.

International activities

Our operations are completely outside of the United States. Operating internationally involves additional risks including, but not limited to 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, terrorism, 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 our financial condition or results of operations.

Climate impact

The operations of our facilities are subject to disruptions or reduced patronage as a result of severe weather conditions, natural disasters and other casualty events, including loss of service due to casualty, forces of nature, mechanical or electrical or telecommunications failure, traffic and road conditions, extended or extraordinary maintenance, flood, wind, snow, ice or other severe weather conditions.  As the majority of our casino clientele travel from German and Austrian border regions by automobile, we are highly dependent on the volume and frequency of these players’ visitations.  Inclement weather conditions on the roads to our casinos can serve to substantially reduce the number of visitations, which occurred in the first and second quarter of 2013.  On the other hand, warm and favorable outdoor weather can also divert players to alternative activities, such as family outings.  The frequency and strength of any of these aforementioned climate conditions could have a material adverse effect on our business, results of operations, and prospects.

Liability insurance

We may not have sufficient insurance coverage in the event of a catastrophic property or casualty loss. We may also suffer disruption of our business in the event of a terrorist attack (at our premises or elsewhere), or other catastrophic property or casualty loss, or be subject to claims by third parties injured or harmed while visiting our locations. While we currently carry adequate general liability insurance and business interruption insurance, such insurance may not be sufficient to cover all losses in such event.

No dividends

We have not paid any dividends to date on our Common Stock.  Currently, our plan is to retain future earnings, if and when generated, for investment in our current operations and for future project developments.  Any future determination to pay dividends will be at the discretion of TWC’s Board of Directors (our “Board”) and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments and

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such other factors as our Board deems relevant.  See the “Dividend” section of Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividends.”

Dilutive effect of options, warrants, restricted stock and deferred stock compensation

As of February 29, 2016, there were options outstanding to purchase 665,000 shares of our Common Stock, plus 436,842 shares issuable under the Company’s Deferred Compensation Plan and 75,000 shares of performance-tied restricted stock, which, if all were vested and exercised, would represent 11.8% of the 10,005,853 fully-diluted shares outstanding as of such date.  The issuance of such securities would have a dilutive effect on any earnings per share that we may generate when the earnings per share are evaluated on a fully-diluted basis.

Possible adverse effect of issuance of preferred stock

Our Articles of Incorporation authorize the issuance of 4,000,000 shares of “blank check” preferred stock, with designations, rights and preferences to be determined from time to time by our Board. Accordingly, our Board is empowered, without further stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the dividend rights and/or 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.  Our Board 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.

Failure to maintain the security of personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information, or a violation of the Company’s privacy and security policies with respect to such information

In connection with our business, we collect and retain large volumes of certain types of personally-identifiable, financial and other information pertaining to our customers, stockholders and employees. Such information includes, but is not limited to, large volumes of customer identity and credit and payment card information. The legal, regulatory and contractual environment surrounding information security and privacy is constantly evolving and under increasing attack by cyber-criminals in the U.S. and Europe. A significant actual or potential theft, loss, fraudulent use or misuse of customer, employee or our corporate data by cybercrime or otherwise, non-compliance with our contractual or other legal obligations regarding such data, or a violation of our privacy and security policies with respect to such data could adversely impact our reputation, business integrity, and ultimately, our business prospects, and could result in fines, litigation or regulatory action against us.

Item 1B. Unresolved Staff Comments.

None.

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Item 2. Properties.

A summary of our properties as of February 29, 2016 is presented below in square feet and in square meters:

(1)         Casino segment.

(2)         Hotel segment.

(3)         This property is subject to a mortgage from Bank Sparkasse Langen-Seligenstadt.  See Note 4 of the Notes to the Consolidated Financial Statements, included in this Annual Report in Part II, Item 8.

(4)         TWC owns all buildings and facilities, but all underlying land is leased from the County of Göttingen.  This property is subject to two loans: Bank Sparkasse Hann. Munden bank loan and a seller-carried loan.  See Note 4 of the Notes to the Consolidated Financial Statements, included in this Annual Report in Part II, Item 8.

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Our Corporate Offices

Our corporate offices are located at 545 Fifth Avenue, Suite 940, New York, New York, occupying 1,915 square feet of office space pursuant to a five-year lease, expiring in March 2020.

We believe that our existing office and other operating properties are in good condition and are sufficient and suitable for the conduct of our business. In the event we need to expand our operations, we believe that suitable space will be available on commercially reasonable terms.

Czech Republic

On November 23, 2011, we acquired the Ceska casino building and associated land and an adjacent outbuilding and related parcel of land from the town of Ceska Kubice, from which we had been renting the facilities.  We built out the casino by constructing an annex building to it, making it the largest casino we own to date.  See Part I, Item 1, “Our Facilities” above for more details.

We also own a parcel of raw land in the town of Folmova, Czech Republic, near the German border, approximately a quarter mile away from our Ceska casino.

In Hate, we own the casino building and a parcel of land upon a portion of which the casino building sits.  On another portion of this land, we constructed and opened Hotel Savannah and the Spa, which are connected to the Route 59 casino, thereby creating the Route 59 Complex.  We opened the hotel on January 14, 2009, and on April 16 of the same year, we held the official launch of Hotel Savannah and the Spa. The combined facilities have become a thriving entertainment complex that has attracted visitors and regular guests and players from the surrounding region.

In April 2002, we acquired a parcel of land in Dolni Dvoriste, Czech Republic.  On this parcel, we constructed what was at the time, our largest casino, Route 55, which was completed and opened in December 2004.

On an annual basis, we also lease accommodations for staff in Ceska Kubice, Hate (Route 59) and in Dolni Dvoriste (Route 55).

Germany

In September 2014, we acquired a four-star 117-room hotel, Hotel Columbus, located in the suburbs of Seligenstadt, Germany, about a 20-minute, equidistant drive from Frankfurt city center and the Frankfurt International Airport.  Hotel Columbus was constructed in 2001 and was operated profitably at the time of purchase by a private family primarily as a business hotel.  Hotel Columbus currently has 99 single rooms and 18 double rooms.  It also features six meeting rooms, a spacious restaurant and separate breakfast room, each with its own kitchen, two bars, a 37-place parking garage and 43 surface lot parking places.

In June 2015, we acquired a 93-room four-star hotel, Hotel Freizeit Auefeld, located in Hann. Münden, Germany.  The hotel includes extensive meeting space and recreational amenities and features three food and beverage outlets, ten meeting rooms, an adjoining 13,000 square foot event hall, and an adjoining tennis complex with four indoor courts; several additional recreation areas; and an independent townhouse comprised of one four-room and one six-room apartment.   The Company owns all the buildings and facilities, but the underlying land is leased from the County of Göttingen.

Item 3. Legal Proceedings.

We may be, from time to time, a party to various legal proceedings and administrative actions, all arising from the ordinary course of business.  We are not currently involved in any material legal proceeding nor were we involved in any material litigation during the year ended December 31, 2015 and through the date of the filing of this report.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our Common Stock is quoted on the Over-The-Counter Markets Group (“OTCQB”) under the symbol “TWOC.”

Return Analysis

The stock performance graph and related information presented below is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.

The following graph illustrates a five-year comparison of cumulative total return performance of our Common Stock from December 31, 2010 through December 31, 2015, and compares it to the cumulative total return of the “NASDAQ Composite” and the “S&P SmallCap 600” indices.   The comparison assumes a $100 investment on December 31, 2010, in our Common Stock and in each of the foregoing indices, and assumes reinvestment of dividends, if any.  We paid no dividends during this period.

The above table is not intended to forecast future performance of our Common Stock.

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Market Prices and Liquidity

As of February 29, 2016, our stock price was $2.53.  The following table sets forth the high and low prices of the Company’s Common Stock for fiscal years 2014 and 2015 as quoted on OTCQB. All such quotations reflect inter-dealer prices, without retail mark up, mark down or commission, and may not represent actual transactions.  There is minimal market liquidity for our Common Stock, as 88.6% of the stock was, as of February 29, 2106, held by institutional investors.  Thus, infrequent and minor trades can occur, which typically precipitate wide spreads in the “bid” and “ask” quotes of our Common Stock, on any given day.

As of February 29, 2016, there were 8,829,011 outstanding shares of Common Stock held of record by approximately 300 shareholders and outstanding options to purchase an aggregate of 665,000 shares of Common Stock, of which 452,500 are exercisable.  At such date, there were also 75,000 shares of restricted stock, none of which have vested.  In addition, there are 436,842 shares of Common Stock issuable under the Company’s Deferred Compensation Plan at February 29, 2016.

On November 12, 2012, TWC’s board of directors approved a renewable stock repurchase program, in accordance with the retirement method, authorizing the repurchase of up to 500,000 shares of the Company’s Common Stock, over a 12-month period.  The program was allowed to expire on November 12, 2014, its second anniversary.

Dividends

We have not paid any dividends to date on our Common Stock.  Currently, our plan is to retain future earnings, if and when generated, for investment in our current operations and for future project developments.  Any future determination to pay dividends will be at the discretion of our Board and will depend on our financial condition, capital requirements, restrictions contained in current or future financing instruments and such other factors as our Board deems relevant.

Sales of Unregistered Equity Securities — Use of Proceeds from Registered Securities

On August 15, 2014, we issued to each of Mr. Julio E. Heurtematte, Jr. and Mr. Geoffrey B. Baker (the “Former Directors”) 6,985 (or a total of 13,970) authorized but unregistered shares of the Common Stock, plus to each a check for approximately $38 representing the cumulative residual balance of their quarterly deferments. These stock and cash issuances were in full satisfaction of TWC’s obligation (which amounted to an aggregate of approximately $70,000) to them under the Company’s Deferred Compensation Plan, as a result of their separation of service as a director of the Company.

The issuance of the shares of the Company’s Common Stock to the Former Directors was effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and in Section 4(a)(2) of the Securities Act, based on the following: (a) the Former Directors confirmed to the Company that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) the Former Directors confirmed to the Company that they were acquiring the Common Stock for their personal accounts and not with a view towards distribution or sale thereof; (c) there was no public offering, advertising or general

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solicitation with respect to the issuance of the Common Stock; (d) the Company instructed its Transfer Agent and Registrar to issue share certificates representing the Common Stock to the Former Directors that contain a legend putting the public on notice that such shares are “restricted securities;” and (e) the Former Directors confirmed in writing to the Company that the shares of Common Stock being issued have not been registered under the Securities Act or any state securities laws, and are “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and the Common Stock can only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.  We did not issue or sell any unregistered equity securities in 2015.

On November 2, 2015, we issued to Mr. Malcolm M.B. Sterrett, a former director, 7,806 shares of the Common Stock, plus a check for $43 representing the cumulative residual balance of his quarterly deferments, resulting from his separation of service as a director pursuant to the terms of the Company’s Deferred Compensation Plan.  These shares were registered under the Company’s Form S-8, which became effective immediately upon its filing on September 18, 2015.  As such shares were issued in lieu of cash for director’s fees, no proceeds were received by TWC.

Item 6. Selected Financial Data.

The selected financial data below has been derived from our audited consolidated financial statements (except for the variance data) and should be read in conjunction with Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K, which provide for a detailed discussion of the accounting policies that we believe require complex and subjective judgments that could potentially affect reported results.  Variances are presented according to the impact to the respective year’s Consolidated Statements of Operations and are unaudited.  Our historical results are not necessarily indicative of the results expected for any future period.

Income statement data:

Balance sheet data:

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Information set forth in this discussion and analysis (as well as in other sections of this Form 10-K) contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. The Private Securities Litigation Reform Act of 1995 (the “PSLRA”) provides certain “safe harbor” provisions for forward-looking statements.  All forward-looking statements made in this Annual Report on Form 10-K are made pursuant to the PSLRA. The reader is cautioned that such forward-looking statements are based on information available at the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.  Forward-looking statements speak only as of the date the statement was made.  We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.  Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.  Important factors that could cause actual results to differ materially from expectations include those factors described in Item 1A, “Risk Factors” of this Annual Report on Form 10-K.

Further information on potential factors that could affect our financial condition, results of operations and business are included in this Annual Report and our other filings with the SEC.  You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us. You should read this discussion with the financial statements and other financial information included in this report.  Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Performance Measures and Indicators

In discussing the consolidated results of operations, we may use or refer to performance measures and indicators that are common to the gaming industry, such as: (i) total drop, the dollar value of gaming chips purchased in a given period; (ii) drop per head (“DpH”), the per guest average dollar value of gaming chips purchased; (iii) slot revenue per head, the per guest average dollar value of revenue generated in our slot machines; (iv) our net win, the difference between gaming wagers and the amount paid out to patrons; and (v) our win percentage (“WP”), the ratio of net win to total drop, or commonly referred to as “hold percentage.”  We may also use or refer to performance measures and indicators common to the hospitality industry, such as: (i) occupancy rate, the percentage derived from rooms sold to available rooms; (ii) average daily rate (“ADR”), the average of room rental rates paid per day; and (iii) revenue per available room (“RevPAR”), revenue generated per available room.  In this report and in our quarterly and annual earnings release, we may use or refer to another performance measure, earnings before income taxes, depreciation and amortization (“EBITDA”).  All of these measures and indicators are non-GAAP financial measures that we believe provide useful information to investors and potential investors, as well as to others who might be interested in purchasing shares of TWC Common Stock. This belief is based on conversations and meetings our management has had with our investors where the substance of these talks has typically centered on historical and prospective EBITDA measurements. Based on management’s observations, even though the EBITDA and other noted measurements are not “GAAP,” they do enhance investors’ understanding of the Company’s business. In short, these performance measurements give an analytic view of the Company’s operational earnings and EBITDA, in particular, reflects earnings on a cash-basis, excluding the impact of debt obligations, taxes and (non-cash) depreciation and amortization.

Exchange Rates

Due to the fact that the Company’s operations are located principally in two European countries, the Czech Republic and Germany, our financial results are subject to the influence of fluctuations in foreign currency exchange rates.  The revenue generated by our Czech operations is generally denominated in EUR and the majority of the expenses incurred by these facilities are generally denominated in the local currency, the CZK, while both the revenue and expenses from our two German hotels are denominated in EUR.  As our primary reporting subsidiary, TWH&E, is a Czech entity, all revenues and expenses, regardless of sources of origin, including those of the German hotels, are recognized in the Czech currency and translated to USD for reporting purposes.  A substantial change in the value of

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either the CZK and/or the EUR in relation to each other and/or to the value of the USD would have an impact on the results from our operations when translated into USD.  We do not hedge our foreign currency holdings (see also “Item 7A - Quantitative and Qualitative Disclosures about Market Risk”).

The actual 2015 and 2014 operating results in local currency for the Czech casino units and Hotel Savannah were converted to USD using the average of the daily exchange rates of each month in the reporting periods, while the monthly operating results of the German hotel operation, Hotel Columbus and Hotel Freizeit Auefeld, were converted from EUR to CZK, then converted to USD, using the respective average of the daily exchange rates of each month in the reporting periods.  The monthly average exchange rates for the CZK versus the USD and EUR, respectively, are presented in the following graphical chart.

The balance sheet totals of our foreign subsidiaries at December 31, 2015 were converted to USDs using the prevailing interbank exchange rates, as found at www.oanda.com, which are depicted in the following table.

Critical Accounting Policies

Our Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Certain of the accounting policies require management to apply significant judgment in defining the estimates and assumptions for calculating financial estimates. These judgments are subject to an inherent degree of uncertainty. Management’s judgments are based on our historical experience, terms of various past and present agreements and contracts, industry trends, and information available from other sources, as appropriate. There can be no assurance that actual results will not differ from those estimates. Changes in these estimates could adversely affect our financial position or our results of operations.

We have determined that the following accounting policies and related estimates are critical to the preparation of our Consolidated Financial Statements:

Goodwill

Goodwill represents the excess of the cost of the Company’s subsidiaries over the fair value of their net assets at the date of acquisition.  In the CZ, this consisted of the Ceska casino and a parcel of land in Hate (upon a portion of which the Route 59 Casino and Hotel Savannah are situated).  In Germany, it consists of the newly acquired Hotel Freizeit Auefeld.  Goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test.  Goodwill impairment tests require the Company to first assess qualitative factors, which include macroeconomic conditions, financial performance, and industry and market considerations, to determine whether it is necessary to perform a two-step quantitative goodwill impairment test.  TWC assesses the potential impairment of goodwill

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annually, as of September 30th, and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Upon completion of such review, if impairment is found to have occurred, a corresponding charge to earnings will be recorded.  In light of the recent acquisition of German assets, TWC’s allocation of its Czech goodwill over two geographical reporting units, which are components of the casino segment, have been renamed and classified as the “Pilsen reporting unit” (“PRU”), which consists of the Ceska casino, and the “South Moravia reporting unit” (“SMRU”), which consists of the land in Hate. The German goodwill is derived from the newly-acquired Hotel Freizeit Auefeld, and is represented by the “Lower Saxony reporting unit” (“LSRU”).

As required, we performed the required annual assessment at September 30, 2015 and 2014, respectively, and determined that goodwill was not impaired in either assessment.  There were no indicators of impairment present during the fourth quarter of 2015 and 2014; therefore we determined that there was no need to perform a goodwill impairment test at December 31, 2015 and 2014.  We expect to perform our next required annual assessment of goodwill during the third quarter of 2016.  (See also the Notes to the Consolidated Financial Statements, included in this Annual Report in Part II, Item 8).

Other Significant Accounting Policies

Our other significant accounting policies are disclosed as follows:

·                  Income Taxes - Note 2 “— Income Taxes” of the Notes to the Consolidated Financial Statements, included in this Annual Report in Part II, Item 8.

·                  Business Acquisitions - Note 2 “— Business Acquisitions” of the Notes to the Consolidated Financial Statements, included in this Annual Report in Part II, Item 8.

Results of Operations

The following discussion and analysis relates to our consolidated financial position and results of operations for the years ended December 31, 2015 and 2014.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

For the year ended December 31, 2015, we generated approximately $42.4 million in consolidated total revenues, which was 10.2%, or $3.9 million, higher than that achieved in the previous year, attributable in large part to the full year operation of Hotel Columbus, which was acquired on September 1, 2014 and the partial year of operation, beginning on June 1, 2015, of Hotel Freizeit Auefeld.  The revenue improvements were supported by year-over-year (“YOY”) double-digit increases in both live-game and slot attendances. Although consolidated live game revenue decreased by 10.0%, when compared with the prior year, due primarily to a 22.3% decline in DpH and a 1.4

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percentage point (“ppt”) decline in our consolidated WP, when compared to last year, our consolidated slot revenue increased by 13.9% YOY, offsetting the reduction in live game revenue.  The Hotel Savannah and Spa saw a 9.3% YOY decrease in total revenue, mainly from a lower ADR, despite a 1.3 ppt occupancy rate increase.  The reported revenue and ADR decreases were largely due to the strong USD’s effect on foreign exchange rates.  Our hotel segment, which consists of the two German hotels, contributed $3.6 million, or 8.6%, of our consolidated total revenue for 2015.  Despite the negative impact of foreign exchange rate fluctuations over the course of the year on our reported revenues, which was an annualized average of 17.5% from CZK to USD, the strength of the local revenue improvement has largely offset this impact.

The operating expenses of the casino segment decreased by 2.1% over the prior year, largely from lower payroll expenses and gaming equipment rentals, while the operating expenses of the hotel segment in 2015 included the full year’s operation of the Hotel Columbus, which operated only four months in the 2014 calendar year.  Furthermore, the 2015 operating costs of the hotel segment included seven months of operation of the newly-acquired Hotel Freizeit Auefeld, purchased on June 16, 2015.  In 2015, our slot lease expense was $2.3 million versus $2.6 million in 2014 despite a net addition of 24 slot machines on lease, as a result of the impact of foreign exchange translation.

Unlike in U.S.-based casinos, visitors to the TWC’s casinos are required by Czech law to register at the entrance reception by presenting acceptable forms of picture identification, which effectively permits the Company to track the frequency of their visits and, to a limited extent, the duration of each visit.  As an incentive to its players, the Company offers a Premium Club card i.e. a “loyalty” card program, whereby cash-less cards are used by players to earn points (ie. :Loyalty Points”), according to their volume and duration of their play, redeemable for prizes, food and beverage (“F&B”), and/or additional play.  Further, TWC provides complimentary drinks and buffets to all of its casino guests.  In addition to these general amenities, TWC also issues different classes of loyalty cards, depending on the relative level of play time. These loyalty cards entitle the holders and a set number of the holders’ guests to various additional benefits.  These cards are granted based on the frequency of players’ visits and the aggregate total drop for a pre-determined number of visits.  The Company also grants certain other privileges to its VIP players, at the casino management’s discretion, such as ordering free a la carte from our restaurant facilities, opening private gaming tables, extending a casino’s operating hours, and/or providing free hotel or room accommodations.  The complimentary F&B and hotel accommodations costs were recognized in the gaming departmental expenses, which totaled $2.5 million, or 6.9% of gaming revenues, from continuing operations, for the year ended December 31, 2015, versus approximately $2.6 million, or 7.3% of gaming revenues, from continuing operations, a year ago.  General gifts and giveaways, which were also recognized in the gaming department expenses, excluding personal gifts, represented $836,000 or 2.3% of gaming revenues for 2015, compared with $837,000, or 2.4% of gaming revenues, for 2014.

The complimentary year-end personal gifts, mainly consisting of Loyalty Points, were booked as special promotion expenses under marketing department expenses and totaled approximately $103,000 for 2015, versus $60,000 for 2014, with the increase in 2015 being due to a higher number of gifts having been given out.

Our hotel segment’s operating expenses were $1.9 million for 2015, versus $467,000 for the four-month period in 2014 of Hotel Columbus only.

General and administrative expenses increased by 14.3%, or $1.2 million, in part due to higher marketing expenditures and overhead expenses related to the full-year operation of Hotel Columbus and the seven-month operation of Hotel Freizeit Auefeld, which we did not own in 2014.

Corporate expenses were up 3.8%, or $142,000, from the year-ago period, partly due to several factors, including higher insurance premiums, increased board of directors’ fees, and by higher employee incentive-related expenses as a result of significantly better operating results achieved in 2015.

Depreciation expense increased by 14.3%, from the addition of Hotel Freizeit Auefeld in June 2015 and the full year’s depreciation expense of Hotel Columbus.

Interest expense in 2015 comprised of the full year’s interest payments on the loan from Bank Sparkasse Langen-Seligenstadt (the “Sparkasse Seligenstadt Loan”) to acquire Hotel Columbus, and seven months of interest on both the Bank Sparkasse Hann. Münden (the “Sparkasse Hann. Münden Loan”) and a seller-financed loan (the “Seller Loan”) on the Hotel Freizeit Auefeld.  In 2014, it represented four months of interest on the Sparkasse Seligenstadt Loan.

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The increase of $86,000, or 6.6%, in foreign income tax, arising solely from our Czech operation, was due largely from a higher taxable income base.  There was no income tax liability incurred from the TWHG entity, the Germany holding company of Hotel Columbus and Hotel Freizeit Auefeld, due to the losses associated with acquisition costs incurred for Hotel Columbus in 2014 and Hotel Freizeit Auefeld in 2015.

Therefore, for the year ended December 31, 2015, we achieved net income of approximately $3.9 million, a $1.2 million, or 46.2%, increase over the prior year’s $2.6 million.

During the past eight years, inflation has not been a major factor that has materially affected the Company’s operating results. We have generally recovered costs associated with any nominal inflation through price adjustments in our food and beverage and hotel room pricing, and in 2016, we expect to continue to apply the same principle uniformly throughout our operations. However, primarily due to competitive market and other economic pressures, any such future increases in costs associated with our casino or hotel operations and maintenance of our properties may not be completely recovered by the Company.

Our Business Units:

Casino Segment

Ceska, Czech Republic

For 2015, Ceska posted a 2.2% total revenue decline versus 2014, despite a 23.5% increase in overall attendance.  The lower revenue was due to a 33.1% decline in players’ DpH, which contributed to a 17.1% reduction in total drop.  Slot revenue increased by 0.9% from the prior year, due to a 23.0% surge in slot attendance.  Operating expenses were down by 6.0% from a year ago, mainly from lower amenity expenses, including free F&B and giveaways, while overhead expenses were up 5.9% to last year, largely due to higher marketing and promotional activities, which were partly offset by lower expenses in repairs and maintenance and utility costs.

Route 55, Czech Republic

In 2015, Route 55’s revenue declined by 3.9% from the previous year, due to a combination of a 13.0% reduction in live games revenue, precipitated by a 2.3 ppt decline in the WP, coupled with a 12.2% decrease in DpH, despite a 11.9% increase in overall attendance.  The continuing shift in its clientele mix from live games toward slots contributed to a 1.3% YOY slot revenue improvement, and is also reflected in the 67.7% slot revenue composition of total revenue, compared with 64.3% in the prior year.  Although operating costs were down 4.3% from a year ago, primarily due to lower revenue-driven gaming taxes and lower amenity expenses, overhead expenses were up by 1.9%, due to higher marketing and promotional expenses.

Route 59, Czech Republic

In 2015, Route 59’s attendance was up by 31.1% from last year, resulting from an aggressive push in the players’ loyalty program, coupled with effective internal promotional activities.  Although live game revenue was down 9.1% to last year, due to a higher proportion of losses to regular players, which in turn contributed to a 2.1 ppt reduction in WP, increase in slot revenue more than compensated for the live game revenue decline, due to slot attendance increase of 28.5%.  Thus, on the strength of slot business gains, total revenue rose by 14.5%.  Operating costs in 2015 were up by 3.4%, when compared to last year, primarily from increases in revenue-driven costs, such as gaming taxes, and to volume-driven costs, such as players’ amenities.  Overhead costs were up by 13.8% due principally to higher marketing and promotional expenses, which were partially offset by lower utility expenses.  The business improvement was also, in part, attributable to the synergic operation of the adjoining Hotel Savannah and the Spa, which supports and enhances the casino operation.

Hotel Savannah and the Spa, Czech Republic

Despite a YOY occupancy improvement of 1.3 ppts, the hotel posted a 9.3% decline in total revenue, as discounted packages reduced ADR by 12.9% when compared with last year.  The reduction in ADR was partly due to the effect of the stronger USD on foreign exchange rates.  A weaker hospitality market in Vienna contributed to reduced corporate travel and meetings in the region where the hotel is located.  As a consequence, operating and overhead expenses were aggressively reduced, by 11.1% and 7.9%, respectively, versus the prior year.  As a result, hotel earnings improved by 32.3% from the year-ago period.  The Hotel Savannah plays a crucial role as part of the Route 59 Complex by helping to attract new and existing players to the casino.

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Hotel Segment

Hotel Columbus, Germany

Year 2015 was the first full-year of operation of the hotel, which was acquired on September 1, 2014.  Since the acquisition, we hired a hotel director and have laid the foundation for a more structured organization and operation and have adopted a more aggressive sales strategy.  The hotel is relatively modern and was profitable in 2015, even excluding the one-time credit of approximately $149,000 derived from the bargain purchase of the hotel in 2014 (See Note 13 - “Acquisition and Purchase Price Allocation” of the Notes to the Consolidated Financial Statements, included in this Annual Report in Part II, Item 8). Our management plans to further improve the operation and enhance the hotel’s revenues and profitability in future years, through targeting sales to more local and corporate businesses.

Hotel Freizeit Auefeld, Germany

The acquired hotel began operation as of June 1, 2015, and has undergone some minor physical and operational enhancements to improve the operation.  A soft renovation of all guest rooms (such as linens, curtains, towels, etc.) is expected to be completed by late March 2016, and select public areas, as well as complete renovation of the hotel’s main kitchen, is in process, which will improve the product and drive ADR growth.  As the partial year operation in 2015 included acquisition costs and a real estate transfer tax expense (similar to that paid at Hotel Columbus in 2014) of approximately $206,000, the hotel incurred an operating loss for 2015.  Management expects that the hotel’s renovation will help stimulate business in 2016 and beyond.

Liquidity and Capital Resources

At December 31, 2015, we had a working capital surplus of $4.0 million, compared with a working capital surplus of $1.8 million at December 31, 2014.  We were able to increase our working capital base, through the acquisition of the Hotel Freizeit Auefeld in June 2015, which was primarily funded by a bank loan from Bank Sparkasse and the Seller-Loan.

For the year ended December 31, 2015, our net cash provided by operating activities was $7.2 million, which primarily consisted of approximately $3.9 million from net income; approximately $1.9 million from depreciation and amortization; increases in accrued expenses and other current liabilities aggregating $1.1 million, that included an accrual of $200,000 for the Hotel Freizeit Auefeld real estate transfer tax; increases in foreign income tax and gaming tax accruals of $908,000 and $577,000, respectively, which were partially offset by the reductions in prepaid expenses, other current assets and deposits aggregating $663,000, which includes a security deposit equaling one year’s principal and interest on the Sparkasse Hann. Münden loans, as well as a decrease of $191,000 in accounts payable.

Our net cash used in investing activities totaled $1.2 million, which included a payment of €250,000, or $273,000, to the seller for the acquisition of the Hotel Freizeit Auefeld on June 16, 2015, as well as $944,000 in capital improvements to our properties, partially offset by approximately $5,000 of proceeds from the sale of assets.

Our net cash used in financing activities consisted of principal payments on the Sparkasse Seligenstadt Loan, the Sparkasse Hann. Münden Loan and the Seller Loan, plus payments on capital leases.

We continue to review development and acquisition projects, which, if implemented, may require us to obtain additional debt and/or equity financing.  There is no guarantee that such funds will be available to us at favorable terms or at all, in which case we may decide to reduce or revise our development plans.

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We are also obligated under various contractual commitments.  The following is a summary of our contractual commitments over the next five years, as of December 31, 2015: