Exhibit 99.1

UNITED STATES BANKRUTCY COURT
DISTRICT OF DELAWARE


In re:		Case No. 09-10465 (KG)
Midway Games Inc., et. al.,		Jointly Administered
Debtors		Reporting Period: 8/1/09 - 8/31/09

MONTHLY OPERATING REPORT

Document

Affidavit

REQUIRED DOCUMENTS

Form No.

Attached

Schedule of Cash Receipts and Disbursements

MOR-1

Bank Reconciliations, Copies of Bank Statements and Cash Disbursements Journals

MOR-la

Schedule of Professional Fees Paid

MOR-lb

Statements of Operations

MOR-2

Balance Sheets

MOR-3

Status of Postpetition Taxes

MOR-4

Summary of Unpaid Postpetition Accounts Payable

MOR-4

Accounts Receivable Reconciliation and Aging

MOR-5

Debtor Questionnaire

MOR-5

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		10/26/09
Ryan G. O’Desky		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.

Page 1 of 12


In re:		Case No. 09-10465 (KG)
Midway Games Inc., et al.,		Jointly Administered
Debtors		Reporting Period: 8/1/09 to 8/31/09

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


	Midway Home			Midway Amusement Games,			Midway			Midway Games			Midway Home			Midway Sales						Midway Studios - Austin			Midway Studios -
Debtor	Entertainment Inc.			LLC			Interactive Inc.			West Inc.			Studios Inc.			Company, LLC			Surreal Software Inc.			Inc.			Los Angeles Inc.			Midway Games Inc.			Current Month Total
Cash at beginning of the month	$	71,188,686.53		$	(12,612,313.83	)	$	(650.00	)	$	(650.00	)	$	(650.00	)	$	(650.00	)	$	(4,104,386.12	)	$	436,066.31		$	(4,715.70	)	$	(9,313,011.64	)	$	45,587,725.55

RECEIPTS
Trade accounts receivable		2,181,074.98			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			2,181,074.98
Cash held in trust		(2,592,362.52	)		0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			(2,592,362.52	)
Proceeds related to asset/stock sales		740,000.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			1,700,000.00			2,440,000.00
Other		232,884.02			153,602.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			386,486.02
Total Receipts	$	561,596.48		$	153,602.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	1,700,000.00		$	2,415,198.48

DISBURSEMENTS
Cost of goods sold		194,536.22			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			194,536.22
Payroll		549,414.79			394,813.43			0.00			0.00			0.00			0.00			(0.74	)		0.00			0.00			178,541.11			1,122,768.59
Royalties		110,979.71			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			110,979.71
Marketing and advertising		6,235.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			6,235.00
Rent — facilities/equipment/taxes		107,151.30			19,682.50			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			126,833.80
Utilities		13,131.29			23,972.95			0.00			0.00			0.00			0.00			0.00			5,769.82			0.00			0.00			42,874.06
Benefits		37,888.49			31,432.87			0.00			0.00			0.00			0.00			0.00			10,717.65			0.00			0.00			80,039.01
IT equipment		4,088.66			6,704.29			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			10,792.95
Legal		0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			24,028.00			24,028.00
Maintenance		3,768.75			694.45			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			4,463.20
Shipping		417.11			560.94			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			978.05
Supplies		84.06			3,904.27			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			3,988.33
Consultants and contractors		2,432.80			26,994.16			0.00			0.00			0.00			0.00			13,992.74			0.00			0.00			0.00			43,419.70
Board of Directors		0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			54,308.00			54,308.00
Employee expense reports		741.51			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			4,859.76			5,601.27
Taxes		0.00			2,322.18			0.00			0.00			0.00			0.00			615.60			0.00			0.00			0.00			2,937.78
Purchasing cards		0.00			52,764.76			0.00			0.00			0.00			0.00			0.00			0.00			0.00			7,948.75			60,713.51
Subtotal operating disbursements		1,030,869.69			563,846.80			0.00			0.00			0.00			0.00			14,607.60			16,487.47			0.00			269,685.62			1,895,497.18
Incentive Bonus		9,500.00			61,500.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			79,000.00			150,000.00
Subtotal restructuring disbursements		9,500.00			61,500.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			79,000.00			150,000.00
Total Disbursements	$	1,040,369.69		$	625,346.80		$	0.00		$	0.00		$	0.00		$	0.00		$	14,607.60		$	16,487.47		$	0.00		$	348,685.62		$	2,045,497.18
Receipts less disbursements	$	(478,773.21	)	$	(471,744.80	)	$	0.00		$	0.00		$	0.00		$	0.00		$	(14,607.60	)	$	(16,487.47	)	$	0.00		$	1,351,314.38		$	369,701.30
Cash at end of the month	$	70,709,913.32		$	(13,084,058.63	)	$	(650.00	)	$	(650.00	)	$	(650.00	)	$	(650.00	)	$	(4,118,993.72	)	$	419,578.84		$	(4,715.70	)	$	(7,961,697.26	)	$	45,957,426.85


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 were two restricted letters of credit at Midway Home Entertainment Inc. (MHE) for $225,000 and at Midway Studios — Austin Inc. (MSA) for $26,103.01. Withdrawals by the beneficiary were made in August 2009 related to the MSA letter of credit.

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)		The cash held in trust at MHE represents collections of accounts receivable, pursuant to the Transition Services Agreement, on behalf of Warner Bros. Entertainment Inc. (WBEI) subsequent to the sale of accounts receivable to WBEI on July 10, 2009. These amounts collected were remitted to WBEI during the month but are not included in disbursements used to calculate U.S. Trustee quarterly fees.

8)		Proceeds from asset sales reported at MHE were received upon completion of the sale of assets to THQ Inc. (THQ) on August 19, 2009, pursuant to the Asset Purchase Agreement. On August 18, 2009, the Bankruptcy Court approved the sales by MHE of its stock in certain non-Debtor foreign subsidiaries. Pursuant to the Intercompany Claims Agreement approved in connection therewith, MGI received $1.7 million in cash.

9)		Other cash receipts reported at MHE and MAG were 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.

Page 2 of 12


In re:		Case No. 09-10465 et seq.(KG)
Midway Games Inc., et al.,		Jointly Administered
Debtors		Reporting Period: 8/1/09 - 8/31/09

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 August 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		10/26/09
Ryan G. O’Desky		Date
Chief Financial Officer and Treasurer

FORM MOR-1A

Page 3 of 12

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE


In re:		Case No. 09-10465 (KG)
Midway Games Inc., et al.,		Jointly Administered
Debtors		Reporting Period: 8/1/09 to 8/31/09

MOR-1A: DEBTORS’ BANK ACCOUNTS


Debtor	Bank/Institution	Account Number		Book Balance

Midway Home Entertainment Inc.	Wells Fargo Bank N.A.		#583884	$	225,000.00
Midway Home Entertainment Inc.	Wells Fargo Bank N.A.		#4030110425	$	3,085.13
Midway Home Entertainment Inc.	Bank of America		#8765261617	$	55,421.48
Midway Home Entertainment Inc.	Bank of America		#8666525641	$	126,859.28
Midway Home Entertainment Inc.	Bank of America		#8188615313	$	50,274.25
Midway Home Entertainment Inc.	Bank of America		#8188615318	$	44,336,131.38

Midway Amusement Games, LLC	Bank of America		#8765763067	$	39,871.74
Midway Amusement Games, LLC	Bank of America		#8666305125	$	203,319.95	(1)
Midway Amusement Games, LLC	Bank of America		#8666018766	$	8,385.51
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	$	26,103.01
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	$	34,067.16
Midway Games Inc.	Bank of America		#8666302112	$	766,956.90
Midway Games Inc.	Bank of America		#8188615332	$	(10.00	)

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


NOTES:

(1)		The difference between this book balance and the bank balance of $104,234.87 occurred primarily as a result of a timing difference in when certain incentive payments were cashed and when they were recorded on the books. These incentive payments were made in August but were included in the posting of the September 11 payroll.

Page 4 of 12


In re: Midway Games Inc., et al., Debtors		Case No. 09-10465 (KG) Jointly Administered Reporting Period: 8/1/09-8/31/09

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										$	597,922.83	$	38,604.36
Kramer Levin Naftalis 2										$	232,546.50	$	4,786.13
Mesirow Financial 2										$	50,000.00	$	0.00
Dewey & LeBoeuf LLP 3										$	327,788.40	$	9,752.12
Ernst & Young, LLP 4										$	111,439.20	$	386.00
Milbank, Tweed, Hadley & McCloy LLP 5										$	1,039,455.60	$	134,522.55
Richards, Layton & Finger, P.A. 6										$	84,939.60	$	15,761.48
FTI Consulting, Inc. 7										$	212,299.26	$	338.75
Lazard Frères & Co. LLC 8										$	101,785.71	$	1,094.98
Huron Consulting Group 9										$	89,377.40	$	0.00
						$	0.00	$	0.00	$	2,847,554.50	$	205,246.37


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

FORM MOR-1B

Page 5 of 12


In re: Midway Games Inc., et al., Debtors		Case No. 09-10465 (KG) Jointly Administered Reporting Period: 8/1/09 to 8/31/09

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


				Midway
	Midway Home			Amusement			Midway		Midway Games		Midway Home		Midway Sales		Surreal Software			Midway Studios -			Midway Studios -			Midway Games
	Entertainment, Inc.			Games, LLC			Interactive Inc.		West Inc.		Studios Inc.		Company, LLC		Inc.			Austin Inc.			Los Angeles Inc.			Inc.			Adjustments and		Total of All
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)		Debtors

REVENUES
Gross sales	$	3,856.00		$	—		$	—	$	—	$	—	$	—	$	—		$	—		$	—		$	—		$	—	$	3,856.00
Royalty and other revenue (2)		—			(312,523.87	)		—		—		—		—		—			—			—			—			—		(312,523.87	)
Allowances		—			—			—		—		—		—		—			—			—			—			—		—

Net revenues		3,856.00			(312,523.87	)		—		—		—		—		—			—			—			—			—		(308,667.87	)

COST OF GOODS SOLD
Product costs and distribution		50,857.68			—			—		—		—		—		—			—			—			—			—		50,857.68
Royalties (3)		(37,577.25	)		—			—		—		—		—		—			—			—			—			—		(37,577.25	)
Product development costs		—			—			—		—		—		—		—			—			—			—			—		—

Total cost of goods sold		13,280.43			—			—		—		—		—		—			—			—			—			—		13,280.43

Gross profit		(9,424.43	)		(312,523.87	)		—		—		—		—		—			—			—			—			—		(321,948.30	)

OPERATING EXPENSES
Rent expense (4)		151,205.25			(40,562.39	)		—		—		—		—		60,025.63			449,508.55			7,745.72			—			—		627,922.76
Insurance		39,883.64			33,342.89			—		—		—		—		460.39			749.65			14.75			172,814.71			—		247,266.03
Payroll and benefits		633,404.96			169,486.20			—		—		—		—		245.07			—			—			165,804.95			—		968,941.18
All other research and development (5)		157,033.17			148,410.50			—		—		—		—		81,150.16			38,313.18			(58,936.25	)		—			—		365,970.76
All other selling and marketing		41,915.92			23,280.33			—		—		—		—		—			—			—			463.99			—		65,660.24
All other administrative		20,119.52			105,197.33			—		—		—		—		—			—			—			733,142.02			—		858,458.87
(Gain) Loss on sale of assets (6)		(15,325,481.23	)		(602,252.17	)		—		—		—		—		(326,734.74	)		909,871.14			96,666.35			(3,230,335.56	)		—		(18,478,266.21	)

Total operating expenses		(14,281,918.77	)		(163,097.31	)		—		—		—		—		(184,853.49	)		1,398,442.52			45,490.57			(2,158,109.89	)		—		(15,344,046.37	)

OTHER INCOME AND EXPENSES
Interest income		9,089.93			—			—		—		—		—		—			—			—			28.88			—		9,118.81
Interest expense		—			(4.18	)		—		—		—		—		—			—			—			(9,814.82	)		—		(9,819.00	)
Other income and (expense), net (7)		(332,951.06	)		2,027.26			—		—		—		—		—			—			—			—			—		(330,923.80	)

Income (loss) before reorganization items		13,948,633.21			(147,403.48	)		—		—		—		—		184,853.49			(1,398,442.52	)		(45,490.57	)		2,148,323.95			—		14,690,474.08

REORGANIZATION ITEMS
Professional fees (8)		—			—			—		—		—		—		—			—			—			797,765.70			—		797,765.70
U.S. Trustee quarterly fees (9)		6,100.00			3,500.00			—		—		—		—		—			—			—			5,750.00			—		15,350.00

Total reorganization expenses		6,100.00			3,500.00			—		—		—		—		—			—			—			803,515.70			—		813,115.70
Provision for income taxes		109,398.00			—			—		—						—			—			—			—			—		109,398.00

Net income (loss)	$	13,833,135.21		$	(150,903.48	)	$	—	$	—	$	—	$	—	$	184,853.49		$	(1,398,442.52	)	$	(45,490.57	)	$	1,344,808.25		$	—	$	13,767,960.38


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 August 2009.

(2)		The negative amount primarily represents adjustments to previously recorded accruals based on cash received, which was less than what had been accrued.

(3)		The negative amount represents an adjustment to a royalty accrual based on actual data received; the previous accruals had been based on estimated data.

(4)		As a result of the rejection of certain lease contracts by the Debtors with permission from the Bankruptcy Court, all security deposits and the restricted cash supporting one of the letters of credit were charged to rent expense in August 2009. Also as a result of the rejection of the lease contracts, the deferred rent liability that had been previously recorded to equalize rent expense over the lease term was reversed, resulting in negative expense for August 2009.

(5)		The negative amount recorded at Midway Studios — Los Angeles Inc. represents the reversal of relocation accruals; as of August 2009 all relocation payments had been made to employees.

(6)		These amounts include the net gain or loss resulting from the difference between the consideration received by the Debtors and the net book value of the assets assumed and liabilities settled related to the sale of assets to THQ Inc. and the sale of stock in the Debtors’ European subsidiaries (including all transactions consummated under the Intercompany Claims Agreement). These amounts also include the writedown of fixed asset net book values to zero, as the remaining fixed assets have no substantive value to the Debtors.

(7)		The amount recorded at MHE primarily represents the currency exchange loss recorded resulting from the transactions consummated related to the sale of stock in the Debtors’ European subsidiaries and the Intercompany Claims Agreement.

(8)		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 August 31, 2009. No allocation of the benefits of such fees has been made to any other Debtor or non-Debtor entities. In addition to the amounts reported in this line item, $1,174,330.95 in fees have either been submitted to the Bankruptcy Court for approval or have been approved by the Bankruptcy Court but payment had not yet been made as of August 31, 2009.

(9)		U.S. Trustee Quarterly Fees are estimated and are expected to be invoiced and paid in October 2009 for the period from July-September 2009.

FORM MOR-2

Page 6 of 12


In re:		Case No. 09-10465(KG)
Midway Games Inc., et al.,		Jointly Administered
Debtors		Reporting Period: 8/1/09 to 8/31/09

MOR-3: BALANCE SHEETS
AUGUST 31, 2009


	Midway Home			Midway Amusement			Midway Interactive		Midway Games			Midway Home		Midway Sales
	Entertainment Inc.			Games, LLC			Inc.		West Inc.			Studios Inc.		Company, 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	$	44,578,064.10		$	251,790.66		$	—	$	—		$	—	$	—
Restricted cash		—			—			—		—			—		—
Receivables, net		(338,692.05	)		149,450.33			—		—			—		—
Inventories		2,117.80			—			—		—			—		—
Prepaid expenses and other current assets		172,352.07			601,362.84			—		—			—		—

TOTAL CURRENT ASSETS		44,413,841.92			1,002,603.83			—		—			—		—

Assets held for sale		—			—			—		—			—		—
Property and equipment, net (2)		—			—			—		—			—		—
Investment in subsidiaries (3)		—			—			29,265,000.00		(29,265,000.00	)		—		—
Due from Debtors		231,631,187.64			308,143,577.27			430,000.00		32,428,938.86			—		—
Due from non-Debtor MGI subsidiaries		195,040.75			—			—		—			—		—

TOTAL ASSETS	$	276,240,070.31		$	309,146,181.10		$	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		589,646.40			146,365.77			—		—			—		—
Accrued compensation and related benefits (5)		(29,060.35	)		(239,023.48	)		—		—			—		—
Accrued royalties		188,342.17			—			—		—			—		—
Accrued selling and marketing		180,605.99			—			—		—			—		—
Other accrued liabilities		531,283.33			2,573,386.20			—		—			—		—

TOTAL POST-PETITION LIABILITIES		1,460,817.54			2,480,728.49			—		—			—		—

LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition) (6)
Secured liabilities	$	1,086.71		$	—		$	—	$	—		$	—	$	—
Priority liabilities		475,566.78			940,880.31			—		—			—		—
Non-priority liabilities		245,766,669.48			564,272,667.90			22,957,000.00		48,011,629.43			—		—

TOTAL PRE-PETITION LIABILITIES		246,243,322.97			565,213,548.21			22,957,000.00		48,011,629.43			—		—

Due to Debtors		10,590,594.74			19,941,323.39			—		—			—		—
Due to non-Debtor MGI subsidiaries		—			—			—		—			—		—
Deferred income taxes		12,903,100.00			—			—		—			—		—

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)		3,336,991.54			(278,489,418.99	)		3,988,000.00		(44,661,690.57	)		—		—
Postpetition contributions (distributions) (draws) (5)		—			—			—		—			—		—
Treasury stock		—			—			—		—			—		—

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		5,042,235.06			(278,489,418.99	)		6,738,000.00		(44,847,690.57	)		—		—

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	276,240,070.31		$	309,146,181.10		$	29,695,000.00	$	3,163,938.86		$	—	$	—

FORM MOR-3

Page 7 of 12



In re:		Case No. 09-10465(KG)
Midway Games Inc., et al.,		Jointly Administered
Debtors		Reporting Period: 8/1/09 to 8/31/09

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


	Surreal Software			Midway Studios -			Midway Studios -			Midway Games
	Inc.			Austin Inc.			Los Angeles 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	$	5,810.17		$	35,599.42		$	2,428.41		$	801,014.06		$	45,674,706.82
Restricted cash		—			—			—			251,103.01			251,103.01
Receivables, net		—			—			—			13.81			(189,227.91	)
Inventories		—			—			—			—			2,117.80
Prepaid expenses and other current assets		—			10,833.13			—			14,890.87			799,438.91

TOTAL CURRENT ASSETS		5,810.17			46,432.55			2,428.41			1,067,021.75			46,538,138.63

Assets held for sale		—			—			—			2,346,400.00			2,346,400.00
Property and equipment, net (2)		—			—			—			458,827.67			458,827.67
Investment in subsidiaries (3)		—			—			—			21,472,773.11			21,472,773.11
Due from Debtors		—			253,368.44			156,098.21			657,608,969.62			1,230,652,140.04
Due from non-Debtor MGI subsidiaries		—			—			—			3,798,333.69			3,993,374.44

TOTAL ASSETS	$	5,810.17		$	299,800.99		$	158,526.62		$	686,752,325.84		$	1,305,461,653.89


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES NOT SUBJECT TO COMPROMISE (Post-petition)
Amounts due to Insiders (4)		—			—			—			—			—
Accounts payable		37,260.04			69,081.87			(2,695.56	)		800,339.46			1,639,997.98
Accrued compensation and related benefits (5)		29,892.82			(15,857.49	)		(5,894.61	)		19,350.51			(240,592.60	)
Accrued royalties		—			—			—			—			188,342.17
Accrued selling and marketing		—			—			—			—			180,605.99
Other accrued liabilities		49,083.71			71,575.38			5,920.11			2,439,799.99			5,671,048.72

TOTAL POST-PETITION LIABILITIES		116,236.57			124,799.76			(2,670.06	)		3,259,489.96			7,439,402.26

LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition) (6)
Secured liabilities	$	—		$	4,029.62		$	—		$	—		$	5,116.33
Priority liabilities		174,824.30			49,081.40			4,884.62			275,066.23			1,920,303.64
Non-priority liabilities		49,208,204.23			64,739,220.37			30,531,064.78			338,044,123.76			1,363,530,579.95

TOTAL PRE-PETITION LIABILITIES		49,383,028.53			64,792,331.39			30,535,949.40			338,319,189.99			1,365,455,999.92

Due to Debtors		3,677,681.97			728,114.57			45,635.41			33,839,887.05			68,823,237.13
Due to non-Debtor MGI subsidiaries		—			—			—			—			—
Deferred income taxes		—			—			—			—			12,903,100.00

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)		(57,358,145.90	)		(67,920,612.00	)		(34,014,551.21	)		(202,316,455.97	)		(677,435,883.10	)
Postpetition contributions (distributions) (draws) (5)		—			—			—			—			—
Treasury stock		—			—			—			(9,783,034.77	)		(9,783,034.77	)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(53,171,136.90	)		(65,345,444.73	)		(30,420,388.13	)		311,333,758.84			(149,160,085.42	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	5,810.17		$	299,800.99		$	158,526.62		$	686,752,325.84		$	1,305,461,653.89

FORM MOR-3

Page 8 of 12



In re:		Case No. 09-10465(KG)
Midway Games Inc., et al.,		Jointly Administered
Debtors		Reporting Period: 8/1/09 to 8/31/09

MOR-3: BALANCE SHEETS
AUGUST 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; this “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 were written down as losses on sales of investments.

(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 entities or non-Debtor MGI subsidiaries. There were no amounts due to Insiders outside of the normal course of business as of August 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. Also, the amount reported by Midway Studios — Los Angeles represents relocation amounts owed that are reported as pre-petition liabilities by MHE, as the employees affected were (as of the petition date, and continue to be to the extent they have not been terminated) employees of MHE. 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 MGI. 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 as a result. 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

Page 9 of 12


In re: Midway Games Inc., et al., Debtors		Case No. 09-10465 et seq. (KG) Jointly Administered Reporting Period: 8/1/09-8/31/09

MOR-4: DECLARATION REGARDING THE STATUS OF POSTPETITION TAXES
FOR THE REPORTING PERIOD ENDED AUGUST 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.¹


10/26/09 Date		/s/ Ryan G. O’Desky 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

Page 10 of 12


In re: Midway Games Inc., et al., Debtors		Case No. 09-10465 (KG) Jointly Administered Reporting Period: 8/1/09 to 8/31/09

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	$	19,597.54	$	263,081.58	$	211,423.72	$	50,129.26	$	64,950.65	$	609,182.75

Professional Fees 1	$	0.00	$	259,863.90	$	182,856.24	$	24,378.17	$	57,344.35	$	524,442.66


Total Postpetition Accounts Payable	$	19,597.54	$	522,945.48	$	394,279.96	$	74,507.43	$	122,295.00	$	1,133,625.41

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, $22,344.35 to Huron Consulting, $24,378.17 to Richards, Layton & Finger, $182,856.24 to Blank Rome and $259,863.90 to Milbank, Tweed, Hadley & McCloy for Restructuring Professional Fees not included on MOR-lb because the Debtors were not yet authorized to pay these amounts.

FORM MOR-4

Page 11 of 12


In re: Midway Games Inc., et. al., Debtors		Case No. 09-10465 (KG) Jointly Administered Reporting Period: 8/1/09 to 8/31/09

MOR-5: ACCOUNTS RECEIVABLE RECONCILATION AND AGING


ACCOUNTS RECEIVABLE RECONCILATION	Amount
Total trade accounts receivable at the beginning of the reporting period	$	(355,534.64	)
+ Amounts billed during the period		3,856.00
- Amounts collected and adjusted during the period		14,139.18
- Amounts sold to third parties during the period		0.00

Total trade accounts receivable at the end of the reporting period	$	(337,539.46	)


ACCOUNTS RECEIVABLE AGING	Amount
0 - 30 days old	$	0.00
31 - 60 days old		0.00
61 - 90 days old		(176.00	)
90 + days old		(337,363.46	)
Total trade accounts receivable		(337,539.46	)
Royalty receivables		149,450.33
Other receivables		13.81
Allowance for doubtful accounts		(1,152.59	)

Net receivables	$	(189,227.91	)

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.

MOR-5: DEBTOR QUESTIONNAIRE


Must be completed each month		Yes	No
1.	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

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)		Pursuant to a sale order previously approved by the Bankruptcy Court, the Debtors sold certain assets to THQ Inc. on August 19, 2009, for $740,000 in cash plus other consideration.

FORM MOR-5

Page 12 of 12

MIDWAY GAMES INC 8-K