UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
March 5, 2004
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(Date of earliest event reported)
Trans World Corporation
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(Exact name of registrant as specified in its charter)
Nevada 0-25244 13-3738518
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(State or other jurisdiction Commission file number) (IRS Employer
of incorporation) Identification No.)
545 Fifth Avenue, Suite 940, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
(212) 983-3355
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
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Exhibit Index appears on Page 2
ITEM 5. Other Events and Required FD Disclosure.
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On March 4, 2004, the Registrant filed a Certificate of Amendment to its
Articles of Incorporation that will cause the number of its authorized shares
of common stock, $0.001 par value per share, to be decreased from 950,000,000
to 9,500,000 and cause the number of its issued and outstanding shares to be
decreased from 503,145,175 to approximately 5,032,000, with no change in par
value. All share fractions will be rounded up to the next whole share so that
no stockholder will be cashed out, issued a fractional share or scrip or be
entitled to dissent and seek the fair value of his, her or its shares under
the General Corporation Law of Nevada.
On March 5, 2004, the Registrant issued a press release announcing this
reverse stock split, which will have a record date as of the close of the
markets on April 2, 2004, and be effective as of 12:01 a.m. on April 5, 2004.
On and after the effective date, all share certificates will represent the
lesser number of shares pursuant to the terms of the reverse stock split.
After the effective date, stockholders will be required to exchange their old,
pre-split certificates for new, post-split certificates.
On April 5, 2004, the Registrant's post-split shares will be identified
by new CUSIP No. 89336R 20 7.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibit Number Description
______________ ___________
3.1 Certificate of Amendment to Articles of Incorporation.
99.1 Press Release dated March 5, 2004.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANS WORLD CORPORATION
Date: March 5, 2004 /s/ Rami S. Ramadan
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Rami S. Ramadan
Chief Executive Officer and
Chief Financial Officer
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