8-K

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

Date of Report (Date of earliest event reported): April 22, 2010

MIDWAY GAMES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 1-12367
(Commission File Number) 22-2906244
(I.R.S. Employer Identification
Number)

2704 West Roscoe Street, Chicago, Illinois 60618
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (773) 961-2222

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

     On April 22, 2010, the Registrant and its United States subsidiaries (together with the Registrant, the “Debtors”) filed their monthly operating report for the period December 1, 2009 through and including December 31, 2009 (the “Monthly Operating Report”) with the United States Bankruptcy Court for the District of Delaware. A copy of the Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

     The Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any securities of the Registrant. The Monthly Operating Report is limited in scope, covers a limited time period, does not include information about non-U.S. subsidiaries, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable requirements of the Office of the United States Trustee, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the securities of the Registrant, the Monthly Operating Report contains any information beyond that required by the Office of the United States Trustee. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Registrant’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Registrant’s financial condition or operating results for the period that would be reflected in the Registrant’s financial statements or in reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

     This current report and Exhibit 99.1 contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements include, without limitation, the Registrant’s beliefs concerning future business conditions, outlook based on currently available information and statements regarding the Registrant’s expectations concerning the bankruptcy process. The Registrant’s actual results could differ materially from those anticipated in the forward-looking statements as a result of these risks and uncertainties. These risks and uncertainties, include, without limitation, (1) the ability of the Registrant to develop, pursue, confirm and consummate one or more Chapter 11 plans of reorganization or liquidation with respect to the Debtors’ Chapter 11 cases; (2) the ability of the Registrant to obtain court approval of its motions in the Chapter 11 cases pursued by it from time to time; (3) risks associated with third parties seeking and obtaining Court approval to terminate or shorten the exclusivity period for the Registrant to propose and confirm one or more Chapter 11 plans, or the appointment of a Chapter 11 trustee or to convert the cases to Chapter 7 cases; (4) potential adverse developments with respect to the Registrant’s liquidity or results of operations; (5) the ability of the Registrant to fund and execute its business plan; (6) the ability of the Registrant to retain and compensate key executives and other key employees; and (7) any further deterioration in the macroeconomic environment or consumer confidence. Discussion of additional factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations is set forth under “Item 1. Business” in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, and in more recent filings made by the Registrant with the Securities and Exchange Commission. Each forward-looking statement, including, without limitation, financial guidance, speaks only as of the date on which it is made, and the Registrant undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as required by law.

Item 9.01 Financial Statements and Exhibits

          (d) Exhibits

Exhibit No.	Description
99.1	Monthly Operating Report for the period December 1, 2009 through and including December 31, 2009, filed with the United States Bankruptcy Court for the District of Delaware.

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 hereunto duly authorized.

	MIDWAY GAMES INC.
April 28, 2010	By:	/s/ RYAN G. O’DESKY
		Ryan G. O’Desky
		Chief Financial Officer

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUTCY COURT
DISTRICT OF DELAWARE

In re:
Midway Games Inc., et. al.,
Debtors Case No. 09-10465 (KG)
Jointly Administered
Reporting Period: 12/1/09 - 12/31/09

MONTHLY OPERATING REPORT

Schedule of Cash Receipts and Disbursements	MOR-1	X
Bank Reconciliations, Copies of Bank Statements and Cash Disbursements Journals	MOR-la		X
Schedule of Professional Fees Paid	MOR-lb	X
Statements of Operations	MOR-2	X
Balance Sheets	MOR-3	X
Status of Postpetition Taxes	MOR-4		X
Summary of Unpaid Postpetition Accounts Payable	MOR-4	X
Accounts Receivable Reconciliation and Aging	MOR-5	X
Debtor Questionnaire	MOR-5	X

I declare under the penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Ryan G. O’Desky Ryan G. O’Desky	4/21/10  Date
Chief Financial Officer and Treasurer

The Debtors are: Midway Games Inc., Midway Home Entertainment Inc., Midway Amusement Games, LLC, Midway Interactive Inc., Surreal Software Inc., Midway Studios — Austin Inc., Midway Studios — Los Angeles Inc., Midway Games West Inc., Midways Home Studios Inc., and Midway Sales Company, LLC.

1 of 13

In re:
Midway Games Inc., et al.,
Debtors Case No. 09-10465 (KG)
Jointly Administered
Reporting Period: 12/1/09 to 12/31/09

MOR-1: SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE MONTH ENDED DECEMBER 31, 2009

Debtor	Midway Home Entertainment Inc.		Midway Amusement Games, LLC			Midway Interactive Inc.			Midway Games West Inc.			Midway Home Studios Inc.			Midway Sales Company, LLC			Surreal Software Inc.			Midway Studios — Austin Inc.		Midway Studios — Los Angeles Inc.			Midway Games Inc.			Current Month Total
Cash at beginning of the month	$	71,951,238.57		($14,028,518.74	)		($6,332.90	)		($650.00	)		($650.00	)		($650.00	)		($4,165,365.44	)	$	401,638.61		($4,715.70	)		($11,729,605.47	)	$	42,416,388.93
RECEIPTS
Trade accounts receivable		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			0.00
Cash held in trust		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			0.00
Proceeds related to asset sales		1,626.35		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			1,626.35
Other		180,255.61		82,522.48			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			262,778.09
Total Receipts	$	181,881.96	$	82,522.48		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00	$	0.00		$	0.00		$	64,404.44
DISBURSEMENTS
Cost of goods sold		12.22		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			12.22
Payroll		0.00		580,792.13			0.00			0.00			0.00			0.00			0.00			0.00		0.00			63,251.03			644,043.16
Royalties		0.00		14,419.59			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			14,419.59
Sales commissions		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			—
Rent — facilities/equipment/taxes		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			2,129.00			2,129.00
Utilities		36.66		10,621.45			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			10,658.11
Benefits		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			—
Insurance		0.00		30,750.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			30,750.00
IT equipment		12,931.89		129.89			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			13,061.78
Legal		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			8,236.36			8,236.36
Maintenance		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			—
Shipping		2,428.63		189.51			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			2,618.14
Supplies		0.00		960.54			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			960.54
Consultants and contractors		11,500.00		10,378.37			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			21,878.37
Board of Directors		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			0.00
Employee expense reports		0.00		1,073.49			0.00			0.00			0.00			0.00			0.00			0.00		0.00			674.01			1,747.50
Taxes		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			0.00
Purchasing cards		0.00		102.80			0.00			0.00			0.00			0.00			0.00			0.00		0.00			3,970.68			4,073.48
Subtotal operating disbursements		26,909.40		649,417.77			0.00			0.00			0.00			0.00			0.00			0.00		0.00			78,261.08			754,588.25
US Trustee fees		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			0.00
Huron Consulting Group		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			0.00
Blank Rome LLP		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			383,188.28			383,188.28
Ernst & Young LLP — Midway Auditors		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			27,684.00			27,684.00
Dewey & LeBoeuf LLP		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			40,922.08			40,922.08
Milbank, Tweed, Hadley & McCloy LLP		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			411,127.85			411,127.85
Richards, Layton & Finger, P.A.		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			22,805.96			22,805.96
FTI Consulting, Inc.		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			834,703.62			834,703.62
Incentive Bonus		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			0.00
Lazard Frères and Co. LLC		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			242,028.36			242,028.36
De Pardieu Brocas Maffer		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			0.00
Epiq Bankruptcy Solutions		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00						22,900.38 22,900.38
Kramer Levin Naftalis		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			0.00			0.00
Subtotal restructuring disbursements		0.00		0.00			0.00			0.00			0.00			0.00			0.00			0.00		0.00			1,985,360.53			1,985,360.53
Total Disbursements	$	26.509.40	$	649,417.77		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00	$	0.00		$	2,063,621.61		$	2,739,948.78
Receipts less disbursements	$	154,972.56		($566,895.29	)	$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00	$	0.00			($2,063.621.61	)		($2,475,544.34	)
Cash at end of the month	$	72,106.211.13	$	(14,595,414.03	)	$	(6,332.90	)	$	(650.00	)	$	(650.00	)	$	(650.00	)	$	(4,165,365.44	)	$	401,638.61	$	(4,715.70	)		($13,793,227.08	)		$39,940,844.59

General Notes:

1)	Cash balances may not be same as the bank statements or ledger balances as they do not reflect unavailable funds, outstanding checks and other timing differences.
2)	Included in the cash at the end of the month is one restricted letter of credit at Midway Studios — Austin Inc. (MSA) for $24,860.
3)	Disbursements reflect when the disbursement accounts are funded rather than when the item clears the bank.
4)	Timing of receipts and internal accounting can cause period-end discrepancies in respective intercompany reporting.
5)	Because there were no transfers to debtors in possession accounts or estate disbursements made by outside sources, the total disbursements line above will be used to calculate U.S. Trustee quarterly fees.
6)	U.S. Trustee quarterly fees are paid by Midway Games Inc. (MGI) on behalf of each Debtor and expenses are allocated based on fees calculated for each Debtor.
7)	Proceeds from asset sales reported at MHE were received upon completion of the sale of certain fixed assets to various third parties.
8)	Other cash receipts reported at MHE include amounts received upon completion of services by certain Key Employees of the Debtors under the Transition Services Agreement with WBEI. The proceeds were used to pay incentives to these Key Employees.

FORM MOR-1

2 of 13

In re:
Midway Games Inc., et al.,
Debtors Case No. 09-10465 et seq. (KG)
Jointly Administered
Reporting Period: 12/1/09-12/31/09

MOR-1A: BANK RECONCILIATIONS CERTIFICATION

I, Ryan G. O’Desky, Chief Financial Officer and Treasurer of Midway Games Inc., hereby certify that, to the best of my knowledge, information, and belief, all of the Debtors’ bank account balances for the reporting period ended December 31, 2009 have been reconciled to monthly bank statements in an accurate and timely manner. The attached schedule lists each of the Debtors’ bank accounts and the book balance of the respective account as of the end of the reporting period. No bank accounts were opened or closed during the reporting period.

/s/ Ryan G. O’Desky   Ryan G. O’Desky
Chief Financial Officer and Treasurer 4/21/10 
  Date

FORM MOR-1A

3 of 13

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

In re:	Case No. 09-10465 (KG)
Midway Games Inc., et al.,	Jointly Administered
Debtors	Reporting Period: 12/1/09 to 12/31/09

MOR-1A: DEBTORS’ BANK ACCOUNTS

Debtor	Bank/Institution	Account Number		Book Balance
Midway Home Entertainment Inc.	Wells Fargo Bank N.A.		#583884	$	0.00
Midway Home Entertainment Inc.	Wells Fargo Bank N.A.		#4030110425	$	0.00
Midway Home Entertainment Inc.	Bank of America		#8765261617	$	205,421.48
Midway Home Entertainment Inc.	Bank of America		#8666525641	$	56,217.49
Midway Home Entertainment Inc.	Bank of America		#8188615313	$	50,289.49
Midway Home Entertainment Inc.	Bank of America		#8188615318	$	38,107,389.98
Midway Amusement Games, LLC	Bank of America		#8765763067	$	189,210.74
Midway Amusement Games, LLC	Bank of America		#8666305125	$	55,294.59
Midway Amusement Games, LLC	Bank of America		#8666018766	$	3,292.51
Midway Amusement Games, LLC	Wells Fargo Bank N.A.		#4030010797	$	0.00
Midway Amusement Games, LLC	JP Morgan		#806021788	$	0.00
Surreal Software Inc.	Bank of America		#8765216044	$	4,309.96
Midway Studios — Austin Inc.	Wells Fargo Bank N.A.		#561549	$	24,860.00
Midway Studios — Austin Inc.	Bank of America		#8765216049	$	35,599.42
Midway Studios — Los Angeles Inc.	Bank of America		#8765216063	$	2,428.41
Midway Games Inc.	Bank of America		#8666302112	$	0.00
Midway Games Inc.	Bank of America		#8765763147	$	535,810.64
Midway Games Inc.	Bank of America		#8666302112	$	502,445.52
Midway Games Inc.	Bank of America		#8188615332		($10.00	)

The Debtors affirm that no bank accounts were opened in the period.

4 of 13

In re:	Case No. 09-10465 (KG)
Midway Games Inc., et al.,	Jointly Administered
Debtors	Reporting Period: 12/1/09-12/31/09

MOR-1B: SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID

	Period			Amount			Check			Amount Paid				Filing to Date
Payee	Covered			Approved		Payer	Date		Number	Fees		Expenses		Fees		Expenses
Blank Rome LLP 1		9/1/09-9/30/09		$	129,120.11	Midway Games Inc.		12/09/09	ACH:4143	$	123,058.80	$	6,061.31
Blank Rome LLP 1		10/1/09-10/31/09		$	142,382.05	Midway Games Inc.		12/09/09	CHK:74769	$	138,101.20	$	4,280.85
Blank Rome LLP 1		8/1/09-10/31/09	*	$	254,068.17	Midway Games Inc.		12/09/09	CHK:74769	$	111,686.12			$	2,023,473.31	$	69,323.31
Kramer Levin Naftalis 2														$	232,546.50	$	4,786.13
Mesirow Financial 2														$	50,000.00	$	0.00
Dewey & LeBoeuf LLP 3		2/12/09-2/28/09		$	40,922.08	Midway Games Inc.		12/09/09	CHK:74771	$	38,362.40	$	2,559.68	$	457,688.50	$	12,311.80
Ernst & Young, LLP 4		8/1/09-9/30/09		$	19,388.00	Midway Games Inc.		12/09/09	CHK:74772	$	19,236.00	$	152.00
Ernst & Young, LLP 4		10/1/09-10/31/09		$	2,849.20	Midway Games Inc.		12/09/09	CHK:74773	$	2,551.20	$	298.00
Ernst & Young, LLP 4		8/1/09-10/31/09*		$	5,446.80	Midway Games Inc.		12/09/09	CHK:74773	$	5,446.80			$	168,823.80	$	836.00
Milbank, Tweed, Hadley & McCloy LLP 5		9/1/09-9/30/09		$	255,835.93	Midway Games Inc.		12/09/09	WIR:28057074	$	230,661.80	$	25,174.13
Milbank, Tweed, Hadley & McCloy LLP 5		10/1/09-10/31/09		$	54,826.47	Midway Games Inc.		12/09/09	CHK:74776	$	50,465.60	$	4,360.87
Milbank, Tweed, Hadley & McCloy LLP 5		8/1/09-10/31/09	*	$	100,465.45	Midway Games Inc.		12/09/09	CHK:74776	$	100,465.45			$	2,366,481.75	$	201,848.93
Richards, Layton & Finger, P.A. 6		10/1/09-10/31/09		$	11,863.76	Midway Games Inc.		12/09/09	CHK:74781	$	10,763.60	$	1,100.16
Richards, Layton & Finger, P.A. 6		8/1/09-10/31/09	*	$	10,942.20	Midway Games Inc.		12/09/09	CHK:74781	$	10,942.20			$	244,915.00	$	30,024.14
FTI Consulting, Inc. 7		8/1/09-10/31/09	*	$	179,960.00	Midway Games Inc.		12/09/09	CHK:74774	$	179,960.00
FTI Consulting, Inc. 7		7/1/09-10/31/09		$	654,743.62	Midway Games Inc.		12/09/09	CHK:74774	$	639,840.00	$	14,903.62	$	1,465,174.07	$	20,443.70
Lazard Frères & Co. LLC 8		6/1/09-7/31/09		$	242,028.36	Midway Games Inc.		12/09/09	WIR: 28056713	$	240,000.00	$	2,028.36	$	581,785.71	$	7,890.64
Huron Consulting Group 9														$	94,857.40	$	0.00
De Pardieu Brocas Maffei 10														$	9,210.59	$	0.00
										$	1,901,541.17	$	60,918.98	$	7,694,956.63	$	347,464.65

*	Amounts paid represent 20% of the fees included in the original fee applications for services covering these dates. These 20% amounts were originally held back per the order of the Bankruptcy Court and were paid on 12/09/09.
1	Lead bankruptcy counsel for the Debtors
2	Lead counsel and financial advisors working on behalf of Thomas Parties
3	Special counsel to the independent members of the post-petition Board of Directors of the Debtors
4	Independent auditor to the Debtors
5	Counsel to the Official Committee of Unsecured Creditors
6	Co-counsel to the Official Committee of Unsecured Creditors
7	Financial advisor to the Official Committee of Unsecured Creditors
8	Investment banker to the Debtors
9	Bankruptcy consultants to the Debtors
10	Counsel to the Official Committee of Unsecured Creditors

FORM MOR-1B

5 of 13

In re:	Case No. 09-10465 (KG)
Midway Games Inc., et al.,	Jointly Administered
Debtors	Reporting Period: 12/1/09 to 12/31/09

MOR-2: STATEMENTS OF OPERATIONS
FOR THE MONTH ENDED DECEMBER 31, 2009

				Midway
	Midway Home			Amusement			Midway Interactive		Midway Games		Midway Home		Midway Sales		Surreal Software			Midway Studios —			Midway Studios —
	Entertainment Inc.			Games, LLC			Inc.		West Inc.		Studios Inc.		Company, LLC		Inc.			Austin Inc.			Los Angeles Inc.			Midway Games Inc.			Adjustments and
Case number for individual Debtors	09-10467			09-10466			09-10468		09-10472		09-10473		09-10474		09-10469			09-10470			09-10471			09-10465			Allocations (1)		Total of All Debtors
REVENUES
Gross sales	$	—		$	—		$	—	$	—	$	—	$	—	$	—		$	—		$	—		$	—		$	—	$	—
Royalty and other revenue	$	—			19.74			—		—		—		—		—			—			—			—			—		19.74
Allowances		—			—			—		—		—		—		—			—			—			—			—		—
Net revenues		—			19.74			—		—		—		—		—			—			—			—			—		19.74
COST OF GOODS SOLD
Product costs and distribution		(20,250.76	)		—			—		—		—		—		—			—			—			—			—		(20,250.76	)
Royalties		(367.93	)		—			—		—		—		—		—			—			—			—			—		(367.93	)
Product development costs		—			—			—		—		—		—		—			—			—			—			—		—
Total cost of goods sold		(20,618.69	)		—			—		—		—		—		—			—			—			—			—		(20,618.69	)
Gross profit		20,618.69			19.74			—		—		—		—		—			—			—			—			—		20,638.43
OPERATING EXPENSES
Rent expense		(427.21	)		(6,698.50	)		—		—		—		—		—			—			—			(34,786.06	)		—		(41,911.77	)
Insurance		(32,491.86	)		39,027.19			—		—		—		—		(1,452.97	)		15,685.53			—			3,336.48			—		24,104.37
Payroll and benefits		1,332.70			373,656.64			—		—		—		—		—			—			—			81,495.79			—		456,485.13
All other research and development		58,388.35			(11,447.53	)		—		—		—		—		(49.93	)		(102.48	)		(210.78	)		—			—		46,577.63
All other selling and marketing		160.95			—			—		—		—		—		—			—			—			—			—		160.95
All other administrative		11,612.96			46,012.87			—		—						—			—			—			56,682.95			—		114,308.78
Total operating expenses		38,575.89			440,550.67			—		—		—		—		(1,502.90	)		15,583.05			(210.78	)		106,729.16			—		599,725.09
Net Profit (Loss) Before Other Income & Expenses		(17,957.20	)		(440,530.93	)		—		—		—		—		1,502.90			(15,583.05	)		210.78			(106,729.16	)		—		(579,086.66	)
OTHER INCOME AND EXPENSES
Interest income		8,203.47			—			—		—		—		—		—			—			—			7.44			—		8,210.91
Other (income) and expense, net (4)		—			(2,309,521.43	)		—		—		—		—		—			—			—			—			—		(2,309,521.43	)
Income (loss) before reorganization items		(9,753.73	)		1,868,990.50			—		—		—		—		1,502.90			(15,583.05	)		210.78			(106,721.72	)		—		1,738,645.68
REORGANIZATION ITEMS
Professional fees (2)		—			—			—		—		—		—		—			—			—			585,476.80			—		585,476.80
U.S. Trustee quarterly fees (3)		450.00			625.00			—		—		—		—		—			—			—			2,000.00			—		3,075.00
Total reorganization expenses		450.00			625.00			—		—		—		—		—			—			—			587,476.80			—		588,551.80
Provision for income taxes		—			—			—		—						—			—			—			—			—		—
Net income (loss)	$	(10.203.73	)	$	1,868,365.50		$	—	$	—	$	—	$	—	$	1,502.90		$	(15.583.05	)	$	210.78		$	(694,198.52	)	$	—	$	1,150,093.88

NOTES:

GENERAL — In the ordinary course of business, individual Debtors may make payments to third parties on behalf of other Debtor entities. When this occurs, receivable and payable amounts are recorded at the paying and receiving entities, respectively, for the value of each such payment made. Amounts owed by Debtor entities to other Midway Games Inc. (MGI) subsidiaries are repaid in accordance with company policy. For example, all payroll-related payments are made to employees through Midway Home Entertainment Inc. (MHE) and the related expenses are reported by each employee’s legal entity; each legal entity with employees incurs a liability to MHE for the amounts paid. Also, no Insider Compensation expenses outside of the normal course of business were incurred during the period presented.

(1)	In performing the accounting for its day-to-day operations. MGI and its Debtor and non-Debtor affiliates had previously allocated common expenses among MGI subsidiaries and capitalized qualifying product development expenses in accordance with U.S. generally accepted accounting principles (GAAP). As a result of the reduced amount of these common expenses and the discontinuation of the capitalization of product development expenses, no amounts were reported in the Adjustments and Allocations column for December 2009.
(2)	Professional Fees, which are paid by MGI, are recorded as expense when incurred. All of these fees represent accruals and have not been paid as of December 31, 2009. No allocation of the benefits of such fees has been made to any other Debtor or non-Debtor entities.
(3)	U.S. Trustee Quarterly Fees are estimated and were invoiced and paid in January 2010 for the period from October-December 2009.
(4)	Write-off of Deposit Sales Leaseback account.

FORM MOR-2

6 of 13

In re:	Case No. 09-10465(KG)
Midway Games Inc., et al.,	Jointly Administered
Debtors	Reporting Period: 12/1/09 to 12/31/09

MOR-3: BALANCE SHEETS
DECEMBER 31, 2009

	Midway			Midway								Midway		Midway
	Home			Amusement			Midway		Midway			Home		Sales
	Entertainment			Games,			Interactive		Games			Studios		Company,
	Inc.			LLC			Inc.		West Inc.			Inc.		LLC
Case number for individual Debtors	09-10467			09-10466			09-10468		09-10472			09-10473		09-10474
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	38,419,318.44		$	247,797.84		$	—	$	—		$	—	$	—
Restricted cash		—			—			—		—			—		—
Receivables, gross		409,666.00			67,831,98			—		—			—		—
Allowances		(409,666.00	)		(67,831.98	)		—		—			—		—
Receivables, net		0.00			—			—		—			—		—
Inventories		—			—			—		—			—		—
Prepaid expenses and other current assets		13,646.99			13,327.48			—		—			—		—
TOTAL CURRENT ASSETS		38,432,965.43			261,125.32			—		—			—		—
Restricted cash		—			—			—		—			—		—
Assets held for sale		—			—			—		—			—		—
Capitalized product development costs (3)		—			—			—		—			—		—
Property and equipment, net (2)		0.00			(0.00	)		—		—			—		—
Investment in subsidiaries (3)		—			—			29,265,000.00		(29,265,000.00	)		—		—
Due from Debtors		239,868,805.32			310,090,681.88			430,000.00		32,428,938.86			—		—
Due from non-Debtor MGI subsidiaries		195,040,77			—			—		—			—		—
TOTAL ASSETS	$	278,496,811.52		$	310,351,807.20		$	29,695,000.00	$	3,163,938.86		$	—	$	—
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES NOT SUBJECT TO COMPROMISE (Post-petition)
Amounts due to Insiders (4)		—			—			—		—			—		—
Accounts payable		1,026,955.25			88,299.99			—		—					—
Accrued compensation and related benefits (5)		14,077.86			(19,434.22	)		—		—			—		—
Accrued royalties		168,188.75			—			—		—			—		—
Accrued selling and marketing		1,355.35			—			—		—			—		—
Deferred revenue		—			—			—		—					—
Current portion of long-term debt		—			—			—		—			—		—
Convertible senior notes, less unamortized discount		—			—			—		—					—
Other accrued liabilities		403,751.20			(355,785.16	)		—		—			—		—
TOTAL POST-PETITION LIABILITIES		1,614,328.41			(286,919.39	)		—		—			—		—
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition) (6)
Secured liabilities	$	1,086.71		$	—		$	—	$	—		$	—	$	—
Priority liabilities		409,119.25			868,739.94			—		—			—		—
Non-priority liabilities		245,794,138.85			564,106,878.04			22,957,000.00		48,011,629.43			—		—
TOTAL PRE-PETITION LIABILITIES		246,204,344.81			564,975,617.98			22,957,000.00		48,011,629.43			—		—
Due to Debtors		12,592,140.86			21,872,897.16			—		—			—		—
Due to non-Debtor MGI subsidiaries		—			—			—		—			—		—
Deferred income taxes		13,012,498.00			—			—		—			—		—
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock		1,000.00			—			—		—					—
Additional paid-in capital		1,704,243.52			—			2,750,000.00		(186,000.00	)		—		—
Retained earnings (accumulated deficit)		3,368,255.92			(276,209,788.55	)		3,988,000.00		(44,661,690.57	)		—		—
Postpetition contributions (distributions) (draws) (5)		—			—			—		—			—		—
Treasury stock		—			—			—		—			—		—
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		5,073,499.44			(276,209,788.55	)		6,738,000.00		(44,847,690.57	)		—		—
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	278,496,811.52		$	310,351,807.20		$	29,695,000.00	$	3,163,938.86		$	—	$	—

FORM MOR-3

7 of 13

In re:	Case No. 09-10465(KG)
Midway Games Inc., et al.,	Jointly Administered
Debtors	Reporting Period: 12/1/09 to 12/31/09

MOR-3: BALANCE SHEETS (continued)
DECEMBER 31, 2009

							Midway
				Midway			Studios —			Midway
	Surreal Software			Studios —			Los Angeles			Games
	Inc.			Austin Inc.			Inc.			Inc.			Total of All Debtors
Case number for individual Debtors	09-10469			09-10470			09-10471			09-10465			(1)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	4,309.96		$	35,599.42		$	2,428.41		$	1,038,246.16		$	39,747,700.23
Restricted cash		—			—			—			24,860.00			24,860.00
Receivables, gross		—			—			—			—			477,497.98
Allowances		—			—			—			—			(477,497.98	)
Receivables, net		—			—			—			—			0.00
Inventories		—			—			—			—			—
Prepaid expenses and other current assets		—			—			—			1,200.00			28,174.47
TOTAL CURRENT ASSETS		4,309.96			35,599.42			2,428.41			1,064,306.16			39,800,734.70
Restricted cash		—			—			—			—			—
Assets held for sale		—			—			—			—			—
Capitalized product development costs (3)		—			—			—			—			—
Property and equipment, net (2)		—			(0.00	)		—			—			(0.00	)
Investment in subsidiaries (3)		—			—			—			21,472,773.11			21,472,773.11
Due from Debtors		—			253,368.44			156,098.20			659,603,281.22			1,242,831,173.92
Due from non-Debtor MGI subsidiaries		—			—			—			3,798,333.69			3,993,374.46
TOTAL ASSETS	$	4,309.96		$	288,967.86		$	158,526.61		$	685,938,694.18		$	1,308,098,056.19
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES NOT SUBJECT TO COMPROMISE (Post-petition)
Amounts due to Insiders (4)		—			—			—			—			—
Accounts payable		10,980.05			68,979.39			(2,906.34	)		(101,525.52	)		1,090,782.82
Accrued compensation and related benefits (5)		11,216.52			4,698.95			(5,894.61	)		2,691.63			7,356.13
Accrued royalties		—			—			—			—			168,188.75
Accrued selling and marketing		—			—			—			—			1,355.35
Deferred revenue		—			—			—			—			—
Current portion of long-term debt		—			—			—			—			—
Convertible senior notes, less unamortized discount		—			—			—			—			—
Other accrued liabilities		(16,103.22	)		113,621.75			11,871.31			3,425,283.82			3,582,639.70
TOTAL POST-PETITION LIABILITIES		6,093.35			187,300.09			3,070.36			3,326,449.93			4,850,322.75
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition) (6)
Secured liabilities	$	—		$	4,029.62		$	—		$	—		$	5,116.33
Priority liabilities		172,202.55			47,932.43			4,884.62			228,056.03			1,730,934.82
Non-priority liabilities		49,191,595.71			64,740,369.34			30,531,064.78			338,089,036.87			1,363,421,713.02
TOTAL PRE-PETITION LIABILITIES		49,363,798.26			64,792,331.39			30,535,949.40			338,317,092.90			1,365,157,764.17
Due to Debtors		3,718,461.56			700,934.94			32,792.16			42,085,044.33			81,002,271.01
Due to non-Debtor MGI subsidiaries		—			—			—			—			—
Deferred income taxes		—			—			—			—			13,012,498.00
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock		—			—			—			935,403.55			936,403.55
Additional paid-in capital		4,187,009.00			2,575,167.27			3,594,163.08			522,497,846.03			537,122,428.90
Retained earnings (accumulated deficit)		(57,271,052.21	)		(67,966,765.83	)		(34,007,448.39	)		(211,440,107.79	)		(684,200,597.42	)
Postpetition contributions (distributions) (draws) (5)		—			—			—			—			—
Treasury stock		—			—			—			(9,783,034.77	)		(9,783,034.77	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(53,084,043.21	)		(65,391,598.56	)		(30,413,285.31	)		302,210,107.02			(155,924,799.74	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	4,309.96		$	288,967.86		$	158,526.61		$	685,938,694.18		$	1,308,098,056.19

FORM MOR-3

8 of 13

In re:	Case No. 09-10465(KG)
Midway Games Inc., et al.,	Jointly Administered
Debtors	Reporting Period: 12/1/09 to 12/31/09

MOR-3: BALANCE SHEETS
DECEMBER 31, 2009

NOTES:

GENERAL — In the ordinary course of business, individual Debtors may make payments to third parties on behalf of other Debtor entities. When this occurs, receivable and payable amounts are recorded at the paying and receiving entities, respectively, for the value of each such payment made. Amounts owed by Debtor entities to other Midway Games Inc. (MGI) subsidiaries are repaid in accordance with company policy. For example, all payroll-related payments are made to employees through Midway Home Entertainment Inc. (MHE) and the related employee’s legal entity; each legal entity with employees incurs a liability to MHE for the amounts paid.

(1)	Each individual entity’s balances are presented in their respective columns. The “Total of All Debtors” column is provided to show the balances of the combined Debtor entities as a whole for information purposes only.
(2)	As a result of the sales of assets to WBEI and THQ Inc., the remaining fixed assets of the Debtors except for those being used at its corporate offices (recorded at MGI) were determined to have a value of zero. Therefore, these balances have been written down to zero.
(3)	Investment in subsidiaries represent amounts invested by certain MGI subsidiaries in other MGI subsidiaries. Negative amounts are reported in this line item by the investee subsidiary to represent the amounts invested in that subsidiary.
(4)	Insiders are defined as directors and officers of any Debtor entity or non-Debtor MGI subsidiary. There were no amounts due to Insiders outside of the normal course of business as of December 31, 2009.
(5)	Accrued compensation and related benefits exclude amounts owed as of the petition date for paid time off, severance, relocation and supplemental insurance; these amounts are included in the Pre-petition Liabilities section. Certain amounts have been paid post-petition related to these pre-petition amounts owed. The accruals for paid time off fluctuate based on employees’ usage of paid time off earned. Similarly, the liability for paid time off for MGI employees is recorded by Midway Amusement Games, LLC (MAG), but is reported as a pre-petition liability by MGL. In both of these instances, accrued compensation and related benefits reported by the Debtor entities that incurred the liability have been reduced by these amounts. The accrued compensation and benefits amounts owed to employees who were hired by WBEI and THQ Inc. in connection with those asset sales have been removed from the books as these amounts are now the responsibility of the purchasers.
(6)	Pre-petition liabilities as of the current balance sheet date include post-petition amounts paid or applied, pursuant to Bankruptcy Court orders, to claims previously reported as of the petition date in the Schedules of Assets and Liabilities.

FORM MOR-3

9 of 13

In re:	Case No. 09-10465 et seq. (KG)
Midway Games Inc., et al.,	Jointly Administered
Debtors	Reporting Period: 12/1/09-12/31/09

MOR-4: DECLARATION REGARDING THE STATUS OF POSTPETITION TAXES
FOR THE REPORTING PERIOD ENDED DECEMBER 31, 2009

Ryan G. O’Desky hereby declares and states:

1. I am Chief Financial Officer and Treasurer for Midway Games Inc. and its affiliated debtors and debtors in possession (the “Debtors”) in Case No. 09-10465 et seq. (KG) (Jointly Administered). I am familiar with the Debtors’ day-to-day operations, business affairs and books and records.

2. All statements in this Declaration are based on personal knowledge, review of the relevant documents, discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors’ operations and financial condition. I am authorized to submit this Declaration on behalf of the Debtors.

3. To the best of my knowledge, information, and belief, during the reporting period the Debtors filed all necessary federal, state, and local tax returns and made all required and undisputed postpetition tax payments in connection therewith on a timely basis or, the Debtors have promptly addressed any late tax filings (and made any corresponding payments) that may have been missed during the reporting period due to unintentional oversight.

4/21/10	/s/ Ryan G. O’Desky
Date	Ryan G. O’Desky
Chicago, Illinois	Chief Financial Officer and Treasurer

¹ The Debtors use Ceridian, a third party payroll processor, for the remittance of payroll taxes. Ceridian is responsible for remitting both the employee and employer portion of payroll tax liabilities to the appropriate jurisdictions. Moreover, by first day orders entered by the Court on February 13, 2009, the Debtors received authority to pay certain prepetition payroll and “trust fund” taxes.

FORM MOR-4

10 of 13

In re:	Case No. 09-10465 (KG)
Midway Games Inc., et al.,	Jointly Administered
Debtors	Reporting Period: 12/1/09 to 12/31/09

MOR-4: SUMMARY OF UNPAID POSTPETITION ACCOUNTS PAYABLE

	Number of Days Past Due
	Current		0-30		31-60		61-90		over 90		Total
Accounts Payable	$	0.00	$	18,335.69	$	3,289.15	$	0.00	$	111,760.68	$	133,385.52
Professional Fees 1	$	0.00	$	0.00	$	0.00	$	0.00	$	57,344.35	$	57,344.35
Total Postpetition Accounts Payable	$	0.00	$	18,335.69	$	3,289.15	$	0.00	$	169,105.03	$	190,729.87

Notes

The postpetition accounts payable reported represents open and outstanding trade vendor invoices that have been entered into the Debtors’ accounts payable system during the period that the Debtors intend to pay in accordance with the various orders of the Bankruptcy Court. This summary does not include any accruals for invoices not yet received or approved which may be included in accounts payable on the balance sheet.

1) Includes $35,000.00 to FD-Ashton Partners and $22,344.35 to Huron Consulting for Restructuring Professional Fees not included on MOR-lb because the Debtors were not yet authorized to pay these amounts.

FORM MOR-4

11 of 13

In re:
Midway Games Inc., et. al,	Case No. 09-10465 (KG)
Debtors	Jointly Administered
	Reporting Period: 12/1/09 to 12/31/09

MOR-5: ACCOUNTS RECEIVABLE RECONCILATION AND AGING

ACCOUNTS RECEIVABLE RECONCILATION	Amount
Total trade accounts receivable at the beginning of the reporting period	$	409,666.00
+ Amounts billed during the period		—
- Amounts collected and adjusted during the period	$	0.00
Total trade accounts receivable at the end of the reporting period	$	409,666.00

ACCOUNTS RECEIVABLE AGING	Amount
0 - 30 days old	$	0.00
31 - 60 days old		0.00
61 - 90 days old		—
90 + days old	$	409,666.00
Total trade accounts receivable	$	409,666.00
Royalty receivables		67,831.98
Other receivables		—
Allowance for doubtful accounts		(477,497.98	)
Net receivables	$	0.00

General Notes

1)	All trade accounts receivable and related allowances are reported at Midway Home Entertainment Inc.
2)	Trade accounts receivable are aged from invoice date based on individual customer credit terms.
3)	Royalty receivables are not aged and are reported at Midway Amusement Games, LLC.
4)	Receivable allowances are not aged.
5)	All trade accounts receivable from customers with invoiced amounts outstanding, net of discounts and allowances, were sold to Warner Bros. Entertainment Inc. on July 10, 2009. The remaining trade accounts receivable amounts relate to customers for which only credit memos and/or outstanding price protection remained that had not been previously applied to invoices. All customer credits were moved to current liabilities in October 2009.

MOR-5: DEBTOR QUESTIONNAIRE

Must be completed each month		Yes	No
l.	Have any assets been sold or transferred outside of the normal course of business this reporting period? If yes, provide an explanation below.	X — see (1) below and Exhibit A
2.	Have any funds been disbursed from any other account than a debtor in possession account this reporting period? If yes, provide an explanation below.		X
3.	Have all post petition tax returns been timely filed? If no, provide an explanation below.	X
4.	Are workers compensation, general liability, and other necessary insurance coverages in effect? If no, provide an explanation below.	X
5.	Has any bank account been opened during the period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to Delaware Local Rule 4001-3.		X

(1) Property, plant and equipment and other miscellaneous assets previously used by certain of the Debtors were sold pursuant to the Court’s de minimus Asset sale during December 2009 for a total of $1,626.35 in cash. See attached detail for these sales. These assets were no longer usable by the Debtors.

FORM MOR-5

12 of 13

In re:
Midway Games Inc., et. al.,	Case No. 09-10465 (KG)
Debtors	Jointly Administered
	Reporting Period: 12/1/09 to 12/31/09

MOR-5: ACCOUNTS RECEIVABLE RECONCILATION AND AGING
EXHIBIT A - ASSET SALES DETAIL

			AMOUNT OF
PURCHASER / ADDRESS	SALE DATE	ASSETS SOLD (QUANTITY)	CASH RECEIVED
Liquid 8 Technology Inc. 15 West 26th Street 9th Floor New York, NY 10010	12/21/2009	Office Supplies & Equipment	$	573.00	(1	)
Eric Muellner	12/17/2009	Office Supplies & Equipment	$	60.00	(1	)
Edward Boon	12/8/2009	Office Supplies & Equipment	$	100.00	(1	)
Kwa Kwakyi	12/8/2009	Office Supplies & Equipment	$	60.00	(1	)
Kenneth Fedesna	12/17/2009	Office Supplies & Equipment	$	400.00	(1	)
Patrick Delahanty	12/4/2009	Office Supplies & Equipment	$	113.35	(1	)
Rosemary Hackett	12/4/2009	Office Supplies & Equipment	$	320.00	(1	)
Total of all sales			$	1,626.35

Notes

1) Amounts paid were a single amount for all items purchased and were not assigned values per item.

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