**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM10-Q**
| **(Mark One)** | ** **                                                                                   |
|----------------|----------------------------------------------------------------------------------------------|
| **x**          | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**Forthe quarterly period ended March 31, 2007**

**OR**
| **o** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------------|

 

**Forthe transition period from                      to                    **

**CommissionFile Number 333-123179**

**BLACKGAMING, LLC**

(Exact Name ofRegistrant as Specified in its Charter) 

| **Nevada**                                                        |   | **20-8160036**                             |
|-------------------------------------------------------------------|--------|--------------------------------------------|
| (State or Other  Jurisdiction   of Incorporation or Organization) |   | (I.R.S. Employer    Identification Number) |
|                                                              |   |                                       |
| **10777  West Twain Avenue, Las Vegas, NV**                       |   | **89135**                                  |
| (Address of  Principal Executive Offices)                         |   | (Zip Code)                                 |

 

**(702) 577-9209x4828**

(Registrant’sTelephone Number, Including Area Code)

Indicate by check markwhether the Registrant (1) has filed all reports required by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the Registrant was required to file such reports)and (2) has been subject to such filing requirements for the past 90days.    Yes  x    No o

Indicate by check markwhether the Registrant is a large accelerated, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check One)
| Large Accelerated Filer o | Accelerated Filer o | Non-accelerated filer x |
|---------------------------|---------------------|-------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).  Yes  o No  x

Number of shares ofcommon stock outstanding of Virgin River Casino Corporation as of May 1,2007:   100 shares of common stock.

Number of shares of common stock outstanding of B & B B, Inc. as ofMay 1, 2007: 16.75 shares of common stock.

 

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| **PART I – FINANCIAL  INFORMATION**                                                                           |
|--------------------------------------------------------------------------------------------------------------------|
|                                                                                                               |
| ITEM 1. FINANCIAL  STATEMENTS.                                                                                     |
| *Condensed  Consolidated Balance Sheets-March 31, 2007 (unaudited) and December 31, 2006*                          |
| *Condensed  Consolidated Statements of Operations (unaudited) For the Three Months Ended  March 31, 2007 and 2006* |
| *Condensed  Consolidated Statements of Cash Flows (unaudited) For the Three Months Ended  March31, 2007 and 2006*  |
| *Notes to  Condensed Consolidated Financial Statements (unaudited)*                                                |
| ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF  OPERATIONS               |
| ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                |
| ITEM 4. CONTROLS  AND PROCEDURES                                                                                   |
|                                                                                                               |
| **PART II – OTHER  INFORMATION**                                                                              |
|                                                                                                               |
| ITEM 1.    LEGAL  PROCEEDINGS                                                                  |
| ITEM 1A. RISK FACTORS                                                                                              |
| ITEM 2.    UNREGISTERED  SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                        |
| ITEM 3.    DEFAULTS  UPON SENIOR SECURITIES                                                    |
| ITEM 4.    SUBMISSION  OF MATTERS TO A VOTE OF SECURITY HOLDERS                                |
| ITEM 5.    OTHER  INFORMATION                                                                  |
| ITEM 6.    EXHIBITS                                                                            |
|                                                                                                               |
| **SIGNATURES**                                                                                                     |

 

2

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**PART I – FINANCIALINFORMATION**

## **Item1.  Financial Statements.**

**BlackGaming, LLC and Subsidiaries**

### **Condensed Consolidated Balance Sheets(in thousands)**

| ** **                                        | ** ** | **March 31,** | ** ** | **December 31,** | ** ** |
|---------------------------------------------------|------------|--------------------|------------|-----------------------|------------|
| ** **                                        | ** ** | **2007**           | ** ** | **2006**              | ** ** |
| ** **                                        | ** ** | **(unaudited)**    | ** ** | ** **            | ** ** |
| ** **                                        | ** ** | ** **         | ** ** | ** **            | ** ** |
| **Assets**                                        |       |               |       |                  |       |
| Current assets:                                   |       |               |       |                  |       |
| Cash and cash  equivalents                        |       | $                  | 18,821     |                  | $          | 11,118 |   |
| Accounts  receivable                              |       | 3,256              |       | 2,788                 |       |
| Related party  receivables                        |       | 116                |       | 384                   |       |
| Inventories                                       |       | 1,757              |       | 1,655                 |       |
| Property held  for vacation interval sales        |       | 420                |       | 420                   |       |
| Prepaid expenses                                  |       | 4,434              |       | 5,060                 |       |
| Current assets  held for sale                     |       | 307                |       | 244                   |       |
| Current portion  of notes receivable              |       | 324                |       | 349                   |       |
| Total current assets                              |       | 29,435             |       | 22,018                |       |
| Property and equipment,  net                      |       | 122,572            |       | 122,163               |       |
| Assets held for sale,  net                        |       | 9,098              |       | 9,116                 |       |
| Notes receivable, less  current portion.          |       | 744                |       | 880                   |       |
| Goodwill and other  intangible assets, net        |       | 38,428             |       | 39,294                |       |
| Deferred financing fees                           |       | 7,460              |       | 7,860                 |       |
| Other assets                                      |       | 838                |       | 363                   |       |
| Total assets                                      |       | $                  | 208,575    |                  | $          | 201,694 |   |
| ** **                                        | ** ** | ** **         | ** ** | ** **            | ** ** |
| **Liabilities and Members’  Deficit**        | ** ** | ** **         | ** ** | ** **            | ** ** |
| Current liabilities:                              |       |               |       |                  |       |
| Bank overdraft                                    |       | $                  | 1,048      |                  | $          | 1,770 |   |
| Current portion  of gaming equipment financing    |       | 4,300              |       | 4,933                 |       |
| Accounts payable                                  |       | 2,011              |       | 2,105                 |       |
| Current  liabilities held for sale                |       | 356                |       | 252                   |       |
| Accrued  liabilities                              |       | 18,374             |       | 18,995                |       |
| Total current  liabilities                        |       | 26,089             |       | 28,055                |       |
| Gaming equipment  financing, less current portion |       | 58                 |       | 723                   |       |
| Long-term debt, less  current portion             |       | 187,409            |       | 176,298               |       |
| Commitments and  contingencies                    |       | —             |       | —                |       |
| Members’ deficit                             |       | (4,981             | )          | (3,382                | )          |
| Total liabilities and  members’ deficit      |       | $                  | 208,575    |                  | $          | 201,694 |   |

 

Theaccompanying notes are an integral part of these condensed consolidatedfinancial statements.

3

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**BlackGaming, LLC and Subsidiaries**

### **Condensed Consolidated Statements ofOperations (unaudited)**

**(inthousands)**
| ** **                                                                             | ** ** | **Three months ended** | ** ** |
|----------------------------------------------------------------------------------------|------------|----------------------------------|------------|
| ** **                                                                             | ** ** | **March 31,**               | ** ** | **March 31,** | ** ** |
| ** **                                                                             | ** ** | **2007**                         | ** ** | **2006** | ** ** |
| **Revenues**                                                                           |       |                             |       |   |   |
| Casino                                                                                 |       | $                                | 29,552     |   | $ | 27,075 |   |
| Food and beverage                                                                      |       | 11,014                           |       | 11,246 |   |
| Hotel                                                                                  |       | 10,349                           |       | 9,286 |   |
| Other                                                                                  |       | 4,541                            |       | 4,701 |   |
| Total revenues                                                                         |       | 55,456                           |       | 52,308 |   |
| Less—promotional allowances                                                       |       | (11,215                          | )          | (8,619 | ) |
| Net revenues                                                                           |       | 44,241                           |       | 43,689 |   |
| Operating  expenses:                                                                   |       |                             |       |   |   |
| Casino                                                                                 |       | 13,839                           |       | 12,236 |   |
| Food and beverage                                                                      |       | 5,964                            |       | 6,567 |   |
| Hotel                                                                                  |       | 1,512                            |       | 2,125 |   |
| Other                                                                                  |       | 2,671                            |       | 2,384 |   |
| General and administrative                                                             |       | 12,840                           |       | 10,975 |   |
| Depreciation and amortization                                                          |       | 4,111                            |       | 4,602 |   |
| (Gain) loss on sale and disposal of assets                                             |       | (18                              | )          | 92 |   |
| Total operating  expenses                                                              |       | 40,919                           |       | 38,981 |   |
| Operating income                                                                       |       | 3,322                            |       | 4,708 |   |
| Other (expense)  income:                                                               |       |                             |       |   |   |
| Interest expense                                                                       |       | (5,146                           | )          | (4,972 | ) |
| Change in fair value of interest rate swaps                                            |       | —                           |       | 124 |   |
| Loss from  continuing operations                                                       |       | (1,824                           | )          | (140 | ) |
| Income from  operations of discontinued Oasis Recreational Properties                  |       | 225                              |       | 122 |   |
| Loss before  cumulative effect of change in accounting principle and minority interest |       | (1,599                           | )          | (18 | ) |
| Cumulative  effect of change in accounting principle                                   |       | —                           |       | (196 | ) |
| Loss before  minority interest                                                         |       | (1,599                           | )          | (214 | ) |
| Minority  interest                                                                     |       | —                           |       | (36 | ) |
| Net loss                                                                               |       | $                                | (1,599     | ) | $ | (250 | ) |

 

The accompanying notes are an integral partof these condensed consolidated financial statements.

4

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**BlackGaming, LLC and Subsidiaries**

### **Condensed Consolidated Statements of CashFlows (unaudited)**

**(in thousands)******
| ** **                                                                       | ** ** | **Three months ended** | ** ** |
|----------------------------------------------------------------------------------|------------|----------------------------------|------------|
| ** **                                                                       | ** ** | **March 31,**               | ** ** | **March 31,** | ** ** |
| ** **                                                                       | ** ** | **2007**                         | ** ** | **2006** | ** ** |
| Cash flows from  operating activities:                                           |       |                             |       |   |   |
| Net loss                                                                         |       | $                                | (1,599     | ) | $ | (250 | ) |
| Adjustments to reconcile net loss to net cash  provided by operating activities: |       |                             |       |   |   |
| Cumulative effect of change in accounting principle.                             |       | —                           |       | 196 |   |
| Depreciation and amortization                                                    |       | 4,156                            |       | 4,697 |   |
| Minority interest                                                                |       | —                           |       | 36 |   |
| Change in fair value of interest rate swaps                                      |       | —                           |       | (124 | ) |
| (Gain) loss on sale and disposal of assets                                       |       | (18                              | )          | 92 |   |
| Amortization of deferred financing fees                                          |       | 400                              |       | 401 |   |
| Accretion of senior subordinated notes                                           |       | 1,611                            |       | 1,423 |   |
| Interest expense on gaming equipment financing                                   |       | 1                                |       | 70 |   |
| Cost of vacation intervals sales                                                 |       | —                           |       | 26 |   |
| Change in operating assets and liabilities:                                      |       |                             |       |   |   |
| Accounts and related party and company receivables,  net                         |       | (200                             | )          | (518 | ) |
| Inventories                                                                      |       | (104                             | )          | 152 |   |
| Prepaid expenses                                                                 |       | 565                              |       | 86 |   |
| Notes receivable                                                                 |       | 161                              |       | 150 |   |
| Accounts payable and accrued liabilities                                         |       | (611                             | )          | 986 |   |
| Net cash  provided by operating activities                                       |       | 4,362                            |       | 7,423 |   |
| Cash flows from  investing activities:                                           |       |                             |       |   |   |
| Proceeds received from sale of assets                                            |       | 83                               |       | 13 |   |
| Capital expenditures                                                             |       | (3,893                           | )          | (2,567 | ) |
| Net cash used in  investing activities                                           |       | (3,810                           | )          | (2,554 | ) |
| Cash flows from  financing activities:                                           |       |                             |       |   |   |
| Proceeds from issuance of long-term debt                                         |       | 9,500                            |       | 3,000 |   |
| Payment of gaming equipment financing                                            |       | (1,192                           | )          | (713 | ) |
| Payment of long-term debt                                                        |       | —                           |       | (2,284 | ) |
| Decrease in bank overdraft                                                       |       | (722                             | )          | (548 | ) |
| Change in other assets                                                           |       | (435                             | )          | (95 | ) |
| Net cash  provided by (used in) financing activities                             |       | 7,151                            |       | (640 | ) |
|                                                                             |       |                             |       |   |   |
| Net increase in  cash and cash equivalents                                       |       | 7,703                            |       | 4,229 |   |
| Cash and cash  equivalents at beginning of period                                |       | 11,118                           |       | 15,632 |   |
| Cash and cash  equivalents at end of period                                      |       | $                                | 18,821     |   | $ | 19,861 |   |

 

The accompanying notes are an integral partof these condensed consolidated financial statements.

5

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**BlackGaming, LLC and Subsidiaries**

**CondensedConsolidated Statements of Cash Flows (unaudited) (continued)**

**(inthousands)**
| ** **                                   | ** ** | **Three months ended** | ** ** |
|----------------------------------------------|------------|----------------------------------|------------|
| ** **                                   | ** ** | **March 31,**               | ** ** | **March 31,** | ** ** |
| ** **                                   | ** ** | **2007**                         | ** ** | **2006** | ** ** |
| Noncash  investing and financing activities: |       |                             |       |   |   |
|                                         |       |                             |       |   |   |
| Acquisition of assets with gaming financing  |       | $                                | —     |   | $ | 62 |   |
|                                              |            |                                  |            |  |  |  |  |

 

The accompanying notes are an integral partof these condensed consolidated financial statements.

6

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**BlackGaming, LLC**

**Notes to Condensed Consolidated Financial Statements (unaudited)(continued)**

**1.             Basis of Presentation andBackground**

The accompanying are the condensed consolidatedfinancial statements of Black Gaming, LLC, (“BG LLC”) which includes theaccounts of its wholly owned subsidiaries B & B B, Inc. (doing business asVirgin River Hotel/Casino/Bingo) (“B&BB”) and Virgin River CasinoCorporation (“VRCC”) and its wholly owned subsidiary RBG, LLC (doing businessas CasaBlanca Resort/Casino/Golf/Spa) (“RBG”) and its wholly owned subsidiaryCasaBlanca Resorts, LLC (doing business as Oasis Resort & Casino) (“ResortsLLC”) (collectively, the “Company”). Significant intercompany items and transactions of the Company have beeneliminated. 

BG LLC was organized in Nevada on August 4, 2006 inanticipation of modifying B&BB’s and VRCC’s organizational structurethrough a holding company reorganization (“Reorganization”) for VRCC andB&BB.  The Reorganization, whichincluded a transfer of B&BB and VRCC shares for membership interests in BGLLC, was completed on December 31, 2006. As a result of the reorganization, the Robert R. Black, Sr. GamingProperties Trust (the “Black Trust”) owns 99.03% of the membership interestsand Glenn Teixeira owns .97% of the membership interests.  The members’ liability is limited to theamount of capital contributions they are required to make pursuant to BG LLC’soperating agreement. 

Immediately prior to the Reorganization, VRCCacquired, directly and indirectly, an additional aggregate 11.2% ownership inRBG as a result of the following transaction:

VRCC received 100 sharesof R. Black, Inc. (“RBI”) from the Black Trust. The Black Trust owns 100% ofthe outstanding shares of VRCC. The 100 shares of RBI, representing 100% of theoutstanding capital stock of RBI, were exchanged for 3.68 shares of VRCC heldby the Black Trust, representing 3.68% of the outstanding capital stock ofVRCC.  RBI does not have any materialoperations, liabilities or assets other than a 5.47% ownership in RBG.  The transfer of shares of RBI to VRCC wasaccounted for at the historical cost of RBG as RBI and VRCC were under commoncontrol.

VRCC received a 3.8% membership interest in RBG fromthe Black Trust in exchange for 2.57 shares of VRCC held by the Black Trust,representing 2.57% of the outstanding capital stock of VRCC.  The transfer of membership interests of RBGto VRCC was accounted for at historical cost as the Black Trust and VRCC wereunder common control.

VRCC received a 1.92% membership interest in RBG fromGlenn Teixeira in exchange for 1.29 shares of VRCC held by the Black Trust,representing 1.29% of the outstanding capital stock of VRCC.  The acquisition of the membership interestsfrom RBG from Glenn Teixeira was accounted for at fair value as it wasconsidered an acquisition of a minority interest of a subsidiary. Based upon aninternal analysis the fair value of Glenn Teixeira’s interest approximated bookvalue.

The accompanying condensed consolidated financialstatements as of December 31, 2006 and for the three-month period ending March31, 2007 include the accounts of the Company and all of its majority-ownedsubsidiaries and are maintained in accordance with accounting principlesgenerally accepted in the United States of America.  The transfer of shares of B&BB and VRCCfor membership interests in BG LLC and the presentation in the accompanyingcondensed consolidated financial statements have been accounted for as areorganization of entities under common control in a manner similar to apooling-of-interests.  Accordingly, thecontributed assets and assumed liabilities were recorded at VRCC’s and B&BB’shistorical cost basis. Since VRCC and B&BB were under common control, noadjustments in the accompanying condensed consolidated financial statementswere necessary to conform to similar accounting policies. The financialstatements have been prepared as though the reorganization of entities undercommon control took place as of the beginning of the periods presented.  The acquisition of Glenn Teixeira’s interestwas presented as of the date the exchange occurred on December 31, 2006.  All significant intercompany balances andtransactions as of December 31, 2006 and for the three-month period endingMarch 31, 2007 have been eliminated.

***Interim FinancialStatements***–The accompanying unauditted consolidated financial statements have beenprepared in accordance with U.S. generally accepted accounting principles forinterim financial information and with the instructions to Form 10-Q and Article10 of Regulation S-X.  Accordingly, theydo not include all of the information and footnotes required

7

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**BlackGaming, LLC**

**Notesto Condensed Consolidated Financial Statements (unaudited) (continued)**

**1.             Basisof Presentation and Background (continued)**

by generally accepted accounting principles forcomplete financial statements. In the opinion of management of the Company, alladjustments considered necessary for a fair presentation are included.Operating results for the three months ended March 31, 2007 are not necessarilyindicative of the results that may be expected for the year ending December 31,2007.

The balance sheet at December 31, 2006 has beenderived from the audited financial statements at that date but does not includeall of the information and footnotes required by U.S. generally acceptedaccounting principles for complete financial statements.  For further information, refer to theconsolidated financial statements and footnotes thereto included in the Company’sannual report on Form 10-K for the year ended December 31, 2006.

***Reclassifications***– Certain previously reported amounts inthe condensed consolidated financial statements have been reclassified toconform to the current period’s presentation. 

**2.            ****Discontinued Operations**

As part of a strategic plan todispose of non-core hotel assets, during the fourth quarter of 2006 the Companybegan marketing for sale approximately 350 acres of land owned by Resorts LLC’ssubsidiary, Oasis Recreational Properties, Inc. (“OARI”) located in the stateof Arizona immediately adjacent to the city of Mesquite, Nevada. OARI includesthe land underlying the Company’s Palms Golf Course and Oasis GunClub. The Company anticipates it will operate and generate operating cashflows from the golf course and gun club until its disposition.  In anticipation of the marketing of the golfcourse property, on August 17, 2006 Resorts, LLC entered into severalagreements with WSR, Inc, the former owners of the Oasis Hotel & Casino, toterminate WSR’s remaining rights in the golf course property, among othermatters, in exchange for approximately $1.1 million.  Pursuant to theagreements, the funds paid to WSR will be used by WSR to remediate the existingenvironmental liability at the Oasis Hotel & Casino which continues to bean obligation of WSR.  The 350 acres of land and certain other assets ofOARI met the “held for sale” and “discontinued operations” criteria inaccordance with SFAS 144.

The following sets forth thediscontinued operations for the three months ended March 31, 2007 and 2006related to OARI’s assets held for sale (in thousands):
|                                      | ** ** | **For the three months** | ** ** | **For the three months** | ** ** |
|--------------------------------------|------------|-----------------------------------------|------------|-----------------------------------------|------------|
| ** **                           | ** ** | **ended March 31, 2007** | ** ** | **ended March 31, 2006** | ** ** |
| ** **                           | ** ** | ** **                              | ** ** | ** **                              | ** ** |
| Operating  revenues                  |       | $                                       | 1,131      |                                    | $          | 1,128 |   |
| Operating expenses                   |       | 861                                     |       | 911                                     |       |
| Depreciation and  amortization       |       | 45                                      |       | 95                                      |       |
|                                 |       |                                    |       |                                    |       |
| Income from  discontinued operations |       | $                                       | 225        |                                    | $          | 122 |   |

 

8

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**BlackGaming, LLC**

**Notesto Condensed Consolidated Financial Statements (unaudited) (continued)**

**2.            ****Discontinued Operations(continued)**

The following sets forth the assets that are held for sale that arerelated to the discontinued operations (in thousands): 
|                                               | ** ** | **March 31,2007** | ** ** | **December 31, 2006** | ** ** |
|-----------------------------------------------|------------|------------------------|------------|---------------------------------|------------|
| ASSETS                                        |       |                   |       |                            |       |
| Inventory                                     |       | $                      | 95         |                            | $          | 93 |   |
| Prepaid expenses                              |       | 212                    |       | 151                             |       |
| Property and  equipment, net                  |       | 7,998                  |       | 8,016                           |       |
| Other assets                                  |       | 1,100                  |       | 1,100                           |       |
| Total assets of  discontinued operations      |       | $                      | 9,405      |                            | $          | 9,360 |   |
|                                          |       |                   |       |                            |       |
| LIABILITIES                                   |       |                   |       |                            |       |
| Accounts payable                              |       | $                      | 52         |                            | $          | 31 |   |
| Accrued  liabilities                          |       | 304                    |       | 221                             |       |
| Total liabilities of  discontinued operations |       | $                      | 356        |                            | $          | 252 |   |

 

**3.            ****Property and Equipment**

Property and equipment (excluding such assets held forsale) consists of the following (in thousands):
|                                                      | ** ** | **March 31, 2007** | ** ** | **December 31, 2006** | ** ** |
|------------------------------------------------------|------------|------------------------------|------------|---------------------------------|------------|
|                                                 |       |                         |       |                            |       |
| Land                                                 |       | $                            | 21,421     |                            | $          | 21,421 |   |
| Buildings                                            |       | 73,560                       |       | 73,232                          |       |
| Land and  leasehold improvements                     |       | 30,133                       |       | 28,125                          |       |
| Furniture,  fixtures and equipment                   |       | 70,525                       |       | 70,159                          |       |
| Construction in  progress                            |       | 2,677                        |       | 3,049                           |       |
|                                                 |       | 198,316                      |       | 195,986                         |       |
| Less—accumulated  depreciation and amortization |       | (75,744                      | )          | (73,823                         | )          |
| Property and equipment,  net                         |       | $                            | 122,572    |                            | $          | 122,163 |   |

 

9

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**BlackGaming, LLC**

**Notesto Condensed Consolidated Financial Statements (unaudited) (continued)**

**4.             NotesReceivable**

Notesreceivable consist of the following (in thousands): 

|                                       | ** ** | **March 31,2007** | ** ** | **December 31,2006** | ** ** |
|---------------------------------------|------------|------------------------|------------|---------------------------|------------|
|                                  |       |                   |       |                      |       |
| Vacation  interval notes receivable   |       | $                      | 1,241      |                      | $          | 1,571 |   |
| Allowance for  possible credit losses |       | (173                   | )          | (342                      | )          |
| Total notes  receivable               |       | 1,068                  |       | 1,229                     |       |
| Less: current  portion                |       | (324                   | )          | (349                      | )          |
| Non-current notes  receivable         |       | $                      | 744        |                      | $          | 880 |   |

 

Notes generated from the sale of vacation intervalsgenerally bear interest at annual rates ranging from 12.75% to 14.75% and haveterms of 5 to 7 years. The vacation interval notes receivable arecollateralized by the right to use and deeds of trust on the vacation intervalsold and serve as collateral to the Hypothecation Note. 

In January of 2006, the Company adopted the provisionsof SFAS 152, “Accounting for Real Estate Time-Sharing Transactions.”SFAS 152 amends existing accounting guidance to reference the financialaccounting and reporting guidance for real estate time-sharing transactionsprovided in AICPA Statement of Position 04-02, “Accounting for Real EstateTime-Sharing Transactions.” In determining the allowance for possible creditlosses, the Company, in accordance with SFAS 152, uses a technique referred toas static pool analysis, which tracks uncollectible notes receivable based oneach year’s sales over the entire life of those notes.  The Companyconsiders whether the historical economic conditions are comparable to currenteconomic conditions.  If current economic conditions differ from theeconomic conditions in effect when the historical experience was generated, theCompany adjusts the allowance for possible credit losses to reflect theexpected effects of current economic conditions on uncollectibility.  TheCompany groups all notes receivables in one pool for analytical purposes basedon historical collectibility and customer demographics.  As a result ofthe change in accounting for the allowance for possible credit losses, theCompany has recorded in the accompanying statement of operations for thethree-months ended March 31, 2006, a cumulative effect of a change inaccounting principle of $196,000 to increase the allowance for possible creditlosses.

10

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**BlackGaming, LLC**

**Notesto Condensed Consolidated Financial Statements (unaudited) (continued)**

**5.             Gaming EquipmentFinancing**

Gaming equipmentfinancing consists of the following (in thousands): 
| ** **                                                                                                                                      | ** ** | **March 31,  2007** | ** ** | **December 31,  2006** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------|------------|-----------------------------|------------|
| ** **                                                                                                                                      | ** ** | ** **               | ** ** | ** **                  | ** ** |
| Gaming equipment  financing to purchase 478 games, no payments for one year and monthly  payments of $251 for 24 months beginning February 2006 |       | $                        | 2,410      |                        | $          | 3,139 |   |
| Gaming equipment  financing to purchase 68 games, no payments for one year and monthly payments  of $43 for 24 months beginning January 2006    |       | 415                      |       | 534                         |       |
| Gaming equipment  financing to purchase 70 games, no payments for one year and monthly payments  of $39 for 24 months beginning March 2006      |       | 373                      |       | 550                         |       |
| Gaming equipment  financing to purchase 80 games, monthly payments of $18 for 36 months  beginning April 2005                                   |       | 318                      |       | 393                         |       |
| Gaming equipment  financing to purchase 64 games, no payments for one year and monthly payments  of $26 for 24 months beginning February 2006   |       | 253                      |       | 326                         |       |
| Gaming equipment  financing to purchase 38 games, monthly payments of $13 for 36 months  beginning April 2005                                   |       | 161                      |       | 200                         |       |
| Gaming equipment  financing to purchase 55 games, no payments for one year and monthly payments  of $16 for 24 months beginning January 2006    |       | 129                      |       | 171                         |       |
| Gaming equipment  financing to purchase 20 games, no payments for one year and monthly payments  of $7 for 36 months beginning April 2005       |       | 66                       |       | 87                          |       |
| Gaming equipment  financing. monthly payments of $3 for 36 months beginning January 2005                                                        |       | 16                       |       | 25                          |       |
| Gaming equipment  financing to purchase 4 games, monthly payments of $1 for 36 months beginning  April 2005                                     |       | 15                       |       | 18                          |       |
| Gaming equipment  financing to purchase 6 games, no payments for one year and monthly payments  of $6 for 24 months beginning February 2007     |       | 59                       |       | 66                          |       |
| Gaming equipment  financing, monthly payments of $1 for 36 months beginning July 2006                                                           |       | 26                       |       | 29                          |       |
| Gaming equipment  financing, no payments for 18 months and monthly payments of $1 for 36 months  beginning July 2006                            |       | 11                       |       | 90                          |       |
| Gaming equipment  financing, no payments for 36 months and a lump sum payment of $95 due  January 2008                                          |       | 106                      |       | 28                          |       |
|                                                                                                                                            |       | 4,358                    |       | 5,656                       |       |
| Less: current  portion                                                                                                                          |       | (4,300                   | )          | (4,933                      | )          |
| Gaming equipment  financing, long-term portion                                                                                                  |       | $                        | 58         |                        | $          | 723 |   |

 

11

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**BlackGaming, LLC**

**Notesto Condensed Consolidated Financial Statements (unaudited) (continued)**

**6.             Long-term Debt**

Long-term debtconsists of the following (in thousands): 
| ** **                                                                                                                                                                                                                                                                                  | ** ** | **March 31,  2007** | ** ** | **December 31,  2006** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------|------------|-----------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                  | ** ** | ** **               | ** ** | ** **                  | ** ** |
| Revolving credit  facility totaling $15 million with Wells Fargo Foothill at a margin above  prime or LIBOR, as defined; collateralized by substantially all assets of the  Company as defined.                                                                                             |       | $                        | 9,501      |                        | $          | — |   |
| 9% senior  secured notes, interest payable semiannually, principal due January 15, 2012,  callable January 15, 2009                                                                                                                                                                         |       | 125,000                  |       | 125,000                     |       |
| 12 3⁄4% senior  subordinated notes, non-cash interest will accrue at an annual rate of 12 3⁄4%  in the form of increase accreted value until January 15, 2009. Beginning  January 15, 2009, interest payable semiannually, principal due January 15,  2013, callable January 15, 2009 |       | 52,908                   |       | 51,298                      |       |
| Promissory note  payable to Wells Fargo Equipment Finance, Inc. payable in monthly  installments of $54 at an interest rate of 6.97%, due June 2006                                                                                                                                         |       | —                   |       | —                      |       |
| Hypothecation  note at prime plus 3.0% (10.25 at December 31, 2005), collateralized by certain  notes receivable as defined; guaranteed by one of the Members, due April 2004                                                                                                               |       | —                   |       | —                      |       |
| Promissory note  payable to Wells Fargo Equipment Finance, Inc. payable in monthly  installments of $14 at an interest rate of 6.21%, due December 2006                                                                                                                                     |       | —                   |       | —                      |       |
|                                                                                                                                                                                                                                                                                        |       | 187,409                  |       | 176,298                     |       |
| Less—current  portion                                                                                                                                                                                                                                                                  |       | —                   |       | —                      |       |
| Total long-term  debt                                                                                                                                                                                                                                                                       |       | $                        | 187,409    |                        | $          | 176,298 |   |

 

***Revolving Facility***

The Wells Fargo Foothill, Inc. credit facility (“FoothillFacility”) is secured by substantially all the assets of the Company. Duringthe life of the Foothill Facility, the Company may borrow up to the lesser of(1) $15.0 million less the Letter of Credit Usage, as defined, lessthe Bank Product Reserve, as defined, or (2) the Borrowing Base, asdefined, less the Letter of Credit Usage. At March 31, 2007, $9.5 million wasdrawn under the Foothill Facility.  Accordingly, the availability underthe Foothill Facility at March 31, 2007 was limited to approximately $5.5million.

Under the terms of the Foothill Facility, interestaccrues on the outstanding principal balance at LIBOR plus the LIBOR RateMargin, which is 3.5%, or the Base Rate, as defined, plus the Base Rate Margin,which is 2%.  LIBOR was approximately5.3% and prime was 8.25% at March 31, 2007. The Foothill Facility alsocontains certain financial and other covenants. These include a minimumtrailing twelve-month Earnings before Interest, Taxes, Depreciation andAmortization (“EBITDA”) of $15,000,000 for the Company and limitations on otherindebtedness and capital expenditures, as defined. The Company was incompliance with these covenants at March 31, 2007 and December 31, 2006,respectively.  The outstanding balance on the Foothill Facility is a jointand several obligation of the Company.

***SeniorSecured and Senior Subordinated Notes***

In December 2004, VRCC, RBG and B&BB (the “Issuers”)issued $125.0 million of 9% senior secured notes (“Senior Notes”) due onJanuary 15, 2012 and $39.9 million in gross proceeds of 123⁄4% seniorsubordinated notes (“Senior Sub Notes”) due January 15, 2013 (collectivelythe “Notes”). The Notes are joint and several obligations of the Issuers andall current and future subsidiaries of the Issuers.   

12

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**BlackGaming, LLC**

**Notesto Condensed Consolidated Financial Statements (unaudited) (continued)**

**6.             Long-term Debt (continued)**

The Senior Notes pay interest semiannually while theSenior Sub Notes accrue interest in the form of increased accreted value untilJanuary 15, 2009, when the carrying book value of the Senior Sub Noteswill be $66.0 million. At that point the Senior Sub Notes will payinterest semiannually on the same dates as the Senior Notes. 

The indentures governing the Notes (the “Indentures”) containcertain customary financial and other covenants, which limit the Company’sability to incur additional debt. The Indentures provide that the Company maynot incur additional indebtedness, other than specified types of indebtedness,unless the Consolidated Coverage Ratio, on a pro-forma basis after theincurrence of the additional indebtedness is at least 2.00 to 1.00. As of March31, 2007, the Company has a Consolidated Coverage Ratio that is less than 2.00to 1.00 and accordingly has incurred $0 of additional indebtedness as defined. 

The Indentures also contain other covenants whichlimit the ability of the Issuers and Guarantors, as defined, to pay dividends,redeem stock, or make other distributions, make investments, create certainliens, enter into certain transactions with affiliates, utilize proceeds fromasset sales, transfer or sell assets, issue or sell equity interests ofsubsidiaries and enter into certain mergers and consolidations, as defined inthe Indentures. There are no restrictions related to the transfer of fundsbetween the Issuers, Guarantors and their respective subsidiaries.  The Issuers were in compliance with thesecovenants at March 31, 2007 and December 31, 2006. 

The Senior Notes are secured by substantially allexisting and future assets of the Issuers and the Guarantors, as defined, aswell as the equity interest of the Guarantors and the equity interests of theBlack Trust in the Issuers. The Guarantors are all the wholly ownedsubsidiaries of the Issuers. 

The Senior Notes are subordinated to the securityinterests of the Foothill Facility.  The Senior Sub Notes are subordinateto the Senior Notes and all other indebtedness of the Company. 

***Interest Rate Swaps***

The Company’s interest rate swaps terminated effectiveJune 30, 2006. 

**7.             Related Party Transactions**

Virgin River Foodmart, Inc., a Nevada corporation,(“Foodmart”) is owned by Mr. Black and former shareholders of VRCC. Participants in the Company’s slot club program are able to redeem their pointsfor gasoline at the Foodmart.  Foodmart charges the Company the retailamount of gas purchased with player points.  Charges associated with thepoint redemption for gasoline at the Foodmart were $10,000 and $18,000 for thethree-months ended March 31, 2007 and 2006, respectively. 

Black, LoBello & Sparks is a law firm managedby the daughter of Mr. Black. The Company retains Black, LoBello &Sparks as outside legal counsel, and has paid legal fees for legal services inthe amount of $58,000 and $82,000 for the three-months ended March 31,2007 and 2006, respectively. 

Pursuantto the Indenture, Mr. Black is entitled to a management fee for hismanagement of the Company business of up to 5% of EBITDA, as defined.  TheCompany expensed $342,000 and $330,000 during the three-months endedMarch 31, 2007 and 2006, respectively, associated with this managementfee. 

Gaming Research is a consulting firm retained to performmarketing research for the Company.  The principal of Gaming Research isthe father of the Company’s chief operating officer.  Gaming researchreceived consulting fees of $58,000 and $50,000 for the three-months endedMarch 31, 2007 and 2006, respectively. 

Resorts LLC provided management and other services totwo related parties that manage and operate the home owners associations of thevacation intervals sold at the property.  Included in the accompanyingcondensed consolidated balance sheet at March 31, 2007 andDecember 31, 2006, is a receivable for $116,000 and $384,000,respectively, related to amounts owed for those services. 

13

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**BlackGaming, LLC**

**Notesto Condensed Consolidated Financial Statements (unaudited) (continued)**

**8.             ConsolidatingCondensed Financial Information**
| ** **                                                                        | ** ** | **Black Gaming, LLC** | ** ** | **Guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Consolidated** | ** ** |
|-----------------------------------------------------------------------------------|------------|---------------------------------|------------|-----------------------------|------------|------------------|------------|------------------|------------|
| As of March 31,  2007                                                             |       |                            |       |                        |       |             |       |             |       |
| BALANCE SHEET:                                                                    |       |                            |       |                        |       |             |       |             |       |
| Current assets, including intercompany accounts and  current assets held for sale |       | $                               | 2,821      |                        | $          | 58,087           |       | $                | (31,473    | ) | $ | 29,435 |   |
| Property and equipment, net                                                       |       | 92                              |       | 122,480                     |       | —           |       | 122,572          |       |
| Goodwill and other intangibles                                                    |       | —                          |       | 38,428                      |       | —           |       | 38,428           |       |
| Assets held for sale                                                              |       | —                          |       | 9,098                       |       | —           |       | 9,098            |       |
| Other assets (liabilities), including intercompany  accounts                      |       | —                          |       | 112,160                     |       | (103,118         | )          | 9,042            |       |
|                                                                              |       | $                               | 2,913      |                        | $          | 340,253          |       | $                | (134,591   | ) | $ | 208,575 |   |
|                                                                              |       |                            |       |                        |       |             |       |             |       |
| Current liabilities                                                               |       | $                               | 3,500      |                        | $          | 54,062           |       | $                | (31,473    | ) | $ | 26,089 |   |
| Long-term debt, less current portion                                              |       | —                          |       | 187,409                     |       | —           |       | 187,409          |       |
| Gaming equipment financing, less current portion                                  |       | —                          |       | 58                          |       | —           |       | 58               |       |
| Members’ (deficit) equity                                                    |       | (587                            | )          | 98,724                      |       | (103,118         | )          | (4,981           | )          |
|                                                                              |       | $                               | 2,913      |                        | $          | 340,253          |       | $                | (134,591   | ) | $ | 208,575 |   |

 
| ** **                                                                        | ** ** | **Black Gaming, LLC** | ** ** | **Guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Consolidated** | ** ** |
|-----------------------------------------------------------------------------------|------------|---------------------------------|------------|-----------------------------|------------|------------------|------------|------------------|------------|
| As of December  31, 2006                                                          |       |                            |       |                        |       |             |       |             |       |
| BALANCE SHEET:                                                                    |       |                            |       |                        |       |             |       |             |       |
| Current assets, including intercompany accounts and  current assets held for sale |       | $                               | —     |                        | $          | 51,686           |       | $                | (29,668    | ) | $ | 22,018 |   |
| Property and equipment, net                                                       |       | —                          |       | 122,163                     |       | —           |       | 122,163          |       |
| Goodwill and other intangibles                                                    |       | —                          |       | 9,116                       |       | —           |       | 9,116            |       |
| Assets held for sale                                                              |       | —                          |       | 39,294                      |       | —           |       | 39,294           |       |
| Other assets (liabilities), including intercompany  accounts                      |       | (3,382                          | )          | 9,103                       |       | 3,382            |       | 9,103            |       |
|                                                                              |       | $                               | (3,382     | )                           | $          | 231,362          |       | $                | (26,286    | ) | $ | 201,694 |   |
|                                                                              |       |                            |       |                        |       |             |       |             |       |
| Current liabilities                                                               |       | $                               | —     |                        | $          | 57,723           |       | $                | (29,668    | ) | $ | 28,055 |   |
| Long-term debt, less current portion                                              |       | —                          |       | 176,298                     |       | —           |       | 176,298          |       |
| Gaming equipment financing, less current portion                                  |       | —                          |       | 723                         |       | —           |       | 723              |       |
| Members’ (deficit) equity                                                    |       | (3,382                          | )          | (3,382                      | )          | 3,382            |       | (3,382           | )          |
|                                                                              |       | $                               | (3,382     | )                           | $          | 231,362          |       | $                | (26,286    | ) | $ | 201,694 |   |

 

14

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**BlackGaming, LLC**

**Notes toCondensed Consolidated Financial Statements (unaudited) (continued)**

**8.             ConsolidatingCondensed Financial Information (continued)**
| ** **                                                            | ** ** | **Black Gaming, LLC** | ** ** | **Guarantor Subsidiaries** | ** ** | **Eliminations** | ** ** | **Consolidated** | ** ** |
|-----------------------------------------------------------------------|------------|---------------------------------|------------|---------------------------------|------------|------------------|------------|------------------|------------|
| For the three  months ended March 31, 2007                            |       |                            |       |                            |       |             |       |             |       |
| STATEMENT OF  OPERATIONS                                              |       |                            |       |                            |       |             |       |             |       |
| Net revenues                                                          |       | $                               | —     |                            | $          | 45,816           |       | $                | (1,575     | ) | $ | 44,241 |   |
| Operating  expenses:                                                  |       |                            |       |                            |       |             |       |             |       |
| Casino                                                                |       | —                          |       | 13,839                          |       | —           |       | 13,839           |       |
| Food and Beverage                                                     |       | —                          |       | 5,964                           |       | —           |       | 5,964            |       |
| Hotel                                                                 |       | —                          |       | 1,512                           |       | —           |       | 1,512            |       |
| Other                                                                 |       | —                          |       | 2,671                           |       | —           |       | 2,671            |       |
| General and administrative                                            |       | 584                             |       | 13,831                          |       | (1,575           | )          | 12,840           |       |
| Depreciation and amortization                                         |       | 3                               |       | 4,108                           |       | —           |       | 4,111            |       |
| Gain on sale of assets                                                |       | —                          |       | (18                             | )          | —           |       | (18              | )          |
|                                                                  |       | 587                             |       | 41,907                          |       | (1,575           | )          | 40,919           |       |
| Operating (loss)  income                                              |       | (587                            | )          | 3,909                           |       | —           |       | 3,322            |       |
| Income from investment in subsidiary                                  |       | (1,012                          | )          | —                          |       | 1,012            |       | —           |       |
| Interest expense                                                      |       | —                          |       | (5,146                          | )          | —           |       | (5,146           | )          |
| Total other  (expense) income                                         |       | (1,012                          | )          | (5,146                          | )          | 1,012            |       | (5,146           | )          |
| Income (loss)  from continuing operations                             |       | (1,599                          | )          | (1,237                          | )          | 1,012            |       | (1,824           | )          |
| Income from  operations of discontinued Oasis recreational properties |       | —                          |       | 225                             |       | —           |       | 225              |       |
| Net (loss)  income                                                    |       | $                               | (1,599     | )                               | $          | (1,012           | )          | $                | 1,012      |   | $ | (1,599 | ) |
|                                                                  |       |                            |       |                            |       |             |       |             |       |
| STATEMENT OF  CASH FLOWS                                              |       |                            |       |                            |       |             |       |             |       |
| Net cash  provided by operating activities                            |       | $                               | 95         |                            | $          | 4,267            |       | $                | —     |   | $ | 4,362 |   |
| Net cash used in  investing activities                                |       | (95                             | )          | (3,715                          | )          | —           |       | (3,810           | )          |
| Net cash used in  financing activities                                |       | —                          |       | 7,151                           |       | —           |       | 7,151            |       |

 
| ** **                                                            | ** ** | **Black Gaming, LLC** | ** ** | **Guarantor Subsidiaries** | ** ** | **Eliminations** | ** ** | **Consolidated** | ** ** |
|-----------------------------------------------------------------------|------------|---------------------------------|------------|---------------------------------|------------|------------------|------------|------------------|------------|
| For the three  months ended March 31, 2006                            |       |                            |       |                            |       |             |       |             |       |
| STATEMENT OF  OPERATIONS                                              |       |                            |       |                            |       |             |       |             |       |
| Net revenues                                                          |       | $                               | —     |                            | $          | 45,264           |       | $                | (1,575     | ) | $ | 43,689 |   |
| Operating  expenses:                                                  |       |                            |       |                            |       |             |       |             |       |
| Casino                                                                |       | —                          |       | 12,236                          |       | —           |       | 12,236           |       |
| Food and Beverage                                                     |       | —                          |       | 6,567                           |       | —           |       | 6,567            |       |
| Hotel                                                                 |       | —                          |       | 2,125                           |       | —           |       | 2,125            |       |
| Other                                                                 |       | —                          |       | 2,384                           |       | —           |       | 2,384            |       |
| General and administrative                                            |       | —                          |       | 12,550                          |       | (1,575           | )          | 10,975           |       |
| Depreciation and amortization                                         |       | —                          |       | 4,602                           |       | —           |       | 4,602            |       |
| Gain on sale of assets                                                |       | —                          |       | 92                              |       | —           |       | 92               |       |
|                                                                  |       | —                          |       | 40,556                          |       | (1,575           | )          | 38,981           |       |
| Operating income                                                      |       | —                          |       | 4,708                           |       | —           |       | 4,708            |       |
| Income from investment in subsidiary                                  |       | (422                            | )          | —                          |       | 422              |       | —           |       |
| Interest expense                                                      |       | —                          |       | (4,972                          | )          | —           |       | (4,972           | )          |
| Change in fair value of swap                                          |       | —                          |       | 124                             |       | —           |       | 124              |       |
| Total other (expense)  income                                         |       | (422                            | )          | (4,848                          | )          | 422              |       | (4,848           | )          |
| (Loss) income  from continuing operations                             |       | (422                            | )          | (140                            | )          | 422              |       | (140             | )          |
| Income from  operations of discontinued Oasis recreational properties |       | —                          |       | 122                             |       | —           |       | 122              |       |
| Loss before  cummulative effect of change in accounting principle     |       | (422                            | )          | (18                             | )          | 422              |       | (18              | )          |
| Cummulative  effect of change in accounting principle                 |       | —                          |       | (196                            | )          | —           |       | (196             | )          |
| Loss before  minority interest                                        |       | (422                            | )          | (214                            | )          | 422              |       | (214             | )          |
| Minority  interest                                                    |       | —                          |       | (36                             | )          | —           |       | (36              | )          |
| Net income                                                            |       | $                               | (422       | )                               | $          | (250             | )          | $                | 422        |   | $ | (250 | ) |
|                                                                  |       |                            |       |                            |       |             |       |             |       |
| STATEMENT OF  CASH FLOWS                                              |       |                            |       |                            |       |             |       |             |       |
| Net cash  provided by operating activities                            |       | $                               | —     |                            | $          | 7,423            |       | $                | —     |   | $ | 7,423 |   |
| Net cash used in  investing activities                                |       | —                          |       | (2,554                          | )          | —           |       | (2,554           | )          |
| Net cash used in  financing activities                                |       | —                          |       | (640                            | )          | —           |       | (640             | )          |

 

15

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## **Item2.  Management’s Discussion and Analysisof Financial Condition and Results of Operations.**

*Youshould read the following discussion and analysis together with our unauditedcondensed consolidated financial statements and the accompanying notes. This discussioncontains forward-looking statements, within the meaning of Section 27A of the SecuritiesAct of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, asamended, and the Private Securities Litigation Reform Act of 1995, including statementsregarding our expected financial position, business and financing plans. Someof the forward-looking statements can be identified by the use offorward-looking terms such as “believes,” “expects,” “may,” “will,” “should,” “could,”“seek,” “intends,” “plans,” “estimates,” “anticipates,” or other comparableterms. Forward-looking statements involve inherent risks and uncertaintieswhich could cause actual results to differ materially from those in theforward-looking statement, including those discussed herein and elsewhere inour Form 10-K for the year ended December 31, 2006, particularly under theheading “Risk Factors.” We caution readers not to place undue reliance upon anysuch forward-looking statements, which speak only as of the date made. Unlessthe context indicates otherwise, all references to the “Company”, “Black Gaming”,“we”, “us” and “our” refer to Black Gaming, LLC and its direct and indirectwholly owned subsidiaries, Virgin River Casino Corporation, RBG, LLC, B & BB, Inc., Casablanca Resorts, LLC, Oasis Interval Ownership, LLC Oasis IntervalManagement, LLC, Oasis Recreational Properties, Inc. and R. Black, Inc.*

***Overview***

We own and operate the CasaBlanca Hotel & Casino (the “Casablanca”),the Oasis Hotel and Casino (the “Oasis”) and the Virgin River Hotel &Casino (the “Virgin River”) in Mesquite, Nevada, which is located approximately80 miles north of Las Vegas. We own three of the four casinos operating inMesquite and collectively our properties have a dominant market share in Mesquite.Our properties are well established, each having been in operation for at leastten years, and serve as significant drive-in gaming and resort destinations.Our properties collectively feature over 2,200 slot machines, 72 table games,and 2,200 deluxe hotel rooms, and offer extensive amenities, includingchampionship golf courses, full service spas, a bowling center, movie theaters,restaurants, and banquet and conference facilities. With each of ourproperties, we leverage our extensive value-oriented amenities and emphasis onslot play to target middle market gaming customers.

Our revenues are primarily derived from gaming revenues, which includerevenues from slot machines, table games, live keno, race and sports bookwagering and bingo. Gaming revenues are generally defined as gaming wins lessgaming losses. In addition, we derive a significant amount of revenue from ourhotel rooms and our food and beverage outlets. We also derive revenues from ourgolf courses, spa facilities, timeshare units, bowling center and otheramenities. Promotional allowances consist primarily of free hotel rooms or foodand beverages furnished gratuitously to customers. The retail value of suchservices is included in the respective revenue classifications and is thendeducted as promotional allowances. We calculate operating income as netrevenues less total operating costs and expenses. Operating income representsonly those amounts that relate to our operations and excludes interest income,interest expense, and other non-operating income and expenses.

We are classified as a “flow-through” entity under thepartnership or Subchapter S provisions of the Internal Revenue Code of 1986, asamended. Under those provisions, our owners pay or are responsible forreporting our taxable income on their separate returns. Accordingly, aprovision for income taxes is not included in our financial data. 

We were organized in Nevada on August 4, 2006 inanticipation of modifying B & B B, Inc.’s (“B&BB”) and Virgin RiverCasino Corporation’s (“VRCC”) organizational structure through a holdingcompany reorganization (“Reorganization”) for VRCC and B&BB. TheReorganization, which included a transfer of B&BB and VRCC shares formembership interests in us, was completed on December 31, 2006. As a result ofthe reorganization, the Robert R. Black, Sr. Gaming Properties Trust (the “BlackTrust”) owns 99.03% of our membership interests and Glenn Teixeira owns .97% ofour membership interests. The transfer of shares of B&BB and VRCC for ourmembership interests has been accounted for as a reorganization of entitiesunder common control in a manner similar to a pooling-of-interests.Accordingly, the contributed assets and assumed liabilities were recorded atVRCC’s and B&BB’s historical cost basis. 

16

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Immediately prior to the Reorganization, VRCC acquired, directly andindirectly, an additional aggregate 11.2% ownership in RBG, LLC (“RBG”) as aresult of the following transaction: 

·                  VRCC received 100 shares of R. Black, Inc. (“RBI”)from the Black Trust. The Black Trust owns 100% of the outstanding shares ofVRCC. The 100 shares of RBI, representing 100% of the outstanding capital stockof RBI, were exchanged for 3.68 shares of VRCC held by the Black Trust,representing 3.68% of the outstanding capital stock of VRCC. RBI does not haveany material operations, liabilities or assets other than a 5.47% ownership inRBG. The transfer of shares of RBI to VRCC was accounted for at the historicalcost of RBG as RBI and VRCC were under common control. 

·                  VRCC received a 3.8% membership interest in RBGfrom the Black Trust in exchange for 2.57 shares of VRCC held by the BlackTrust, representing 2.57% of the outstanding capital stock of VRCC. Thetransfer of membership interests of RBG to VRCC was accounted for at historicalcost as the Black Trust and VRCC were under common control. 

·                  VRCC received a 1.92% membership interest in RBGfrom Glenn Teixeira in exchange for 1.29 shares of VRCC held by the BlackTrust, representing 1.29% of the outstanding capital stock of VRCC. Theacquisition of the membership interests from RBG from Glenn Teixeira wasaccounted for at fair value as it was considered an acquisition of a minorityinterest of a subsidiary. Based upon an internal analysis the fair value ofGlenn Teixeira’s interest approximated book value. 

On December 20, 2004, VRCC, RBG and B&BBentered into a series of transactions whereby they issued $125.0 millionaggregate principal amount of Senior Secured Notes due 2012 and$66.0 million aggregate principal amount at maturity ($39.9 millionin gross proceeds) of Senior Subordinated Notes due 2013, and received a$16.0 million equity contribution from the Black Trust and RBI. Theproceeds from the above offering were used to purchase the interests held by certainaffiliated and unaffiliated shareholders (collectively known as the “Buyout”)for $101.4 million pursuant to the Agreement for Purchase and Sale orRedemption of Equity Interests (“Agreement for Purchase of Equity Interests”)between James A. Black Gaming Properties Trust, Gary W. Black GamingProperties Trust, Michael T. Black Gaming Properties Trust, Jorco, Inc.,Marcus A. Hall, James Ritchie and Barry Moore as Sellers andRobert R. Black, VRCC, and B&BB as Purchasers. As a result of theBuyout, the Black Trust obtained the remaining 80.97% interest in B&BB and75.0% interest in VRCC. VRCC along with RBI obtained 32.69% of the membershipinterest in RBG that was being purchased. The remaining proceeds were utilizedto repay $64.0 million owed under the then existing credit facility andthe $2.0 million promissory note payable to a selling shareholder. Fivedays prior to the Buyout, RBG terminated the lease with MDW and certain assetswere disposed of. As a result of these transactions, the Black Trust and RBIcontrol VRCC, RBG and B&BB. In addition, VRCC, RBG and B&BB areco-issuers on the Senior Secured and Senior Subordinated Notes and all threeentities are jointly managed and share resources. 

RBG was formed in February 1997 for the purpose ofacquiring the assets of Player’s Island Resort in Mesquite, Nevada, currentlyoperating as the CasaBlanca. RBG acquired the CasaBlanca for$30.5 million. In February 2001, RBG formed a subsidiary, CasablancaResorts, LLC, a Nevada limited-liability company, in order to purchase theassets of the Oasis. RBG acquired the Oasis for $31.7 million. Currently,RBG directly owns and operates the CasaBlanca, and through its wholly-ownedsubsidiary, owns and operates the Oasis. In May 2001, Casablanca Resorts,LLC formed three subsidiaries—Oasis Interval Ownership, LLC, a Nevadalimited-liability company; Oasis Recreational Properties, Inc., a Nevadacorporation; and Oasis Interval Management, LLC, a Nevada limited-liabilitycompany. Oasis Interval Ownership, LLC and Oasis Interval Management, LLC wereformed in connection with the operation and management of time shareoperations. Oasis Recreational Properties, Inc. owns the recreationalfacility that is associated with the Oasis. 

B&BB was formed in December 1989 in connectionwith the construction and development of the Virgin River Hotel &Casino. B&BB operates the hotel casino and owns certain personal propertyincluding furniture and fixtures, leasehold improvements and gaming equipmentwithin the casino. VRCC was formed in July 1988 in connection with theconstruction of the Virgin River. VRCC currently owns the land and buildingsassociated with the Virgin River as well as the Virgin River Convention Center.VRCC generates income from rents received from B&BB, which operates theVirgin River. 

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The Virgin River Convention Center is currently anonoperating casino, which we acquired out of bankruptcy for $6.3 millionin November 2000. The Virgin River Convention Center has 12,000 squarefeet of gaming space and 210 hotel rooms. We are presently using the propertyas a special events facility and for overflow hotel traffic from our otherproperties. We believe that the Virgin River Convention Center gives us acompetitive advantage in the Mesquite market because it allows us theflexibility of opening the casino to meet market demand and to maintain ourmarket share in the future on a cost-effective basis. 

In order to offer our customers attractive and modernfacilities, we plan to continue to renovate our facilities and add amenities.In particular, in the future, we plan to (i) begin construction on apermanent convention and concert space and redesign the center and pool bar atthe CasaBlanca; (ii) add an additional restaurant and finish refurbishing andremodeling the casino interior, coffee shop and lounge at the Virgin River; and(iii) remodel the hotel rooms at the Oasis and Virgin River. 

***KeyPerformance Indicators***

Our operating results are highly dependent on the volume of customersat our properties, which in turn impacts the price we can charge for our hotelrooms and other amenities. We generate a significant portion of our operatingincome from the gaming and hotel portions of our operations. Key performanceindicators in our gaming and hotel operations are as follows: 

Gaming revenue indicators – table games drop and slot handle (volumeindicators); “win” or “hold” percentage, which is not fully controllable by us.Our normal table games win percentage is in the range of 15% to 18% of tablegames drop and our normal slot win percentage is in the range of 5% to 7% ofslot handle. 

Hotel revenue indicators – hotel occupancy (volume indicator); averagedaily rate (“ADR,” price indicator); revenue per available room (“REVPAR”), asummary measure of hotel results, combining ADR and occupancy rate.

Most of our revenue is essentially cash-based, through customerswagering with cash or paying for non-gaming services with cash or credit cards.Our industry is capital intensive and we rely heavily on the ability of our propertiesto generate operating cash flow to repay debt financing, fund maintenancecapital expenditures and provide excess cash for future development. 

Our results of operations tend to be seasonal in nature. During theyear ended December 31, 2006, approximately 38% of our operating income (lessdepreciation and amortization and other non-cash items) was generated in thefirst quarter and approximately 32% was generated in the second quarter withthe remainder being generated during the final half of the year.

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***FinancialHighlights of Black Gaming, LLC and Subsidiaries***

**For the Three Months ended March 31, 2007 and 2006(unaudited) (in thousands)**
| ** **                           | ** ** | **Three-months ended   March 31,** | ** ** | ** ** | ** ** |
|--------------------------------------|------------|---------------------------------------------------|------------|------------|------------|
| ** **                           | ** ** | **2007**                                          | ** ** | **2006**   | ** ** | **% Change** | ** ** |
| Casino revenues                      |       | $                                                 | 29,552     |       | $          | 27,075 |   | 9.1 | % |
| Casino expenses                      |       | 13,839                                            |       | 12,236     |       | 13.1 | % |
| Profit margin                        |       | 53.2                                              | %          | 54.8       | %          | — |   |
|                                 |       |                                              |       |       |       |   |   |
| Food and  beverage revenues          |       | $                                                 | 11,014     |       | $          | 11,246 |   | (2.1 | )% |
| Food and  beverage expenses          |       | 5,964                                             |       | 6,567      |       | (9.2 | )% |
| Profit margin                        |       | 45.9                                              | %          | 41.6       | %          | — |   |
| Hotel revenues                       |       | $                                                 | 10,349     |       | $          | 9,286 |   | 11.4 | % |
| Hotel expenses                       |       | 1,512                                             |       | 2,125      |       | (28.8 | )% |
| Profit margin                        |       | 85.4                                              | %          | 77.1       | %          | — |   |
|                                 |       |                                              |       |       |       |   |   |
| Other revenues                       |       | $                                                 | 4,541      |       | $          | 4,701 |   | (3.4 | )% |
| Other expenses                       |       | 2,671                                             |       | 2,384      |       | 12.0 | % |
|                                 |       |                                              |       |       |       |   |   |
| Promotional  allowances              |       | $                                                 | 11,215     |       | $          | 8,619 |   | 30.1 | % |
| Percent of gross  revenues           |       | 20.2                                              | %          | 16.5       | %          | — |   |
|                                 |       |                                              |       |       |       |   |   |
| General and  administrative expenses |       | $                                                 | 12,840     |       | $          | 10,975 |   | 17.0 | % |
| Percent of net revenues              |       | 29.0                                              | %          | 25.1       | %          | — |   |

 

**Three months ended March 31,2007 compared to the three months ended March 31, 2006**

*Consolidated Net Revenues.* Consolidated net revenues increased by1.3% to $44.2 million for the three-months ended March 31, 2007 as compared to$43.7 million for the three-months ended March 31, 2006. The increase wasprimarily due to a $2.5 million increase in casino revenues, a $1.0 millionincrease in hotel revenues, offset by a decrease $0.2 million decrease in foodand beverage revenues, a $0.2 million decrease in other revenues and a $2.6million increase in promotional allowances.

*Consolidated Operating Income.* Consolidated operating income decreasedto $3.3 million for the three-months ended March 31, 2007 as compared tooperating income of $4.7 million for the three-months ended March 31,2006. In addition, our operating income margin decreased to 7.5% of netrevenues for the three-months ended March 31, 2007 as compared to a margin of10.8% of net revenues for the three-months ended March 31, 2006.  The main reason for the decrease in operatingincome was primarily due to a $1.6 million increase in casino expenses, a $1.9million increase in general and administrative expenses offset by reductions infood and beverage and hotel operating expenses in addition to a decrease of$0.5 million in depreciation and amortization for the three-months ended March31, 2007 as compared to the three-months ended March 31, 2006.

*Casino.* Casino revenues increased 9.1% to$29.6 million for the three-months ended March 31, 2007 as compared to$27.1 million for the three-months ended March 31, 2006. The increase incasino revenues was due to the increase in slot revenues, which increased $2.3million between periods as the hold percentage increased for the three-monthsended March 31, 2007 compared to the same period in the prior year on decreasedcoin-in.  Table games revenues decreasedslightly for the three-months ended March 31, 2007 as compared to the sameperiod in the prior year on decreased drop and higher hold percentage for the three-monthsended March 31, 2007 as compared to March 31, 2006.  Casino profit margin decreased to 53.2% forthe three-months ended March 31, 2007 as compared to 54.8% for three-monthsended March 31, 2006.  Casino expensesincreased 13.1% to $13.8 million for the three-months ended March 31, 2007 ascompared to $12.2 million for the three-months ended March 31, 2006. Theincrease was attributable to increased taxes and license fees which increasewith increased gaming revenues in addition to expenses attributable topromotional allowances for highly rated players and increases in salaries andbenefits for casino employees. 

*Food and Beverage.* Food and beverage revenues decreased by2.1% to $11.0 million for the three-months ended March 31, 2007 as compared to$11.2 million for the three-months ended March 31, 2006. Revenues decreased dueto casino construction at the Virgin River, closure of the Oasis coffee shopand temporary closure of the Oasis buffet. Food and beverage expenses decreased by 9.2% to $6.0 million for thethree-months ended March 31, 2007 as compared to $6.6 million for thethree-months ended March 31, 2006.  Thedecrease in food and beverage expenses was mainly due to a reduction in coversfor the quarter due to construction disruptions.  Food and beverage profit margin increased to45.9% for the three-months ended March 31, 2007 as compared to 41.6% for thethree-months ended March 31, 2006.  Theincrease in food and beverage profit margin is primarily due to increasedpricing on reduced covers.     

*Hotel.* Hotel revenues increased 11.4% to $10.3million for the three-months ended March 31, 2007 as compared to$9.3 million for the three-months ended March 31, 2006. Hotel revenuesincreased due to increases in

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ADR on reduced occupancy.  Hotel expenses decreased 28.8% to $1.5million for the three-months ended March 31, 2007 compared to $2.1 million forthe three-months ended March 31, 2006 due to the decrease in occupiedrooms.  As a result of the higher ADRdespite decreased occupancy, hotel profit margin increased to 85.4% for the three-monthsended March 31, 2007 from 77.1% in the prior three-month period ended March 31,2006.

*Other Revenues.* Other revenues decreased 3.4% to $4.5million for the three-months ended March 31, 2007 as compared to$4.7 million for the three-months ended March 31, 2006 due mainly to abulk time share sale that occurred in the prior year that did not occur in the three-monthperiod ended March 31, 2007, totaling $0.3 million   Other expenses increased 12.0% to $2.7million for the three-months ended March 31, 2007 as compared to $2.4 millionfor the three-months ended March 31, 2006 due to professional entertainmentfees paid for our concert series.  

*Promotional Allowances.* Promotional allowances increased by30.1% to $11.2 million for the three-months ended March 31, 2007 ascompared to $8.6 million for the three-months ended March 31, 2006. As apercent of gross revenues, promotional allowances increased to 20.2% for thethree-months ended March 31, 2007 as compared to 16.5% for the three-monthsended March 31, 2006 as we focused our marketing attention on our better gamingcustomers and due to the increase in retail pricing associated with ourcomplimentary hotel rooms and food and beverage.

*General and Administrative (“G&A”).* G&A expenses increased by 17.0% to $12.8 million for the three-monthsended March 31, 2007 as compared to $11.0 million for the three-monthsended March 31, 2006. As a percent of net revenues, G&A expenses increasedto 29.0% for the three-months ended March 31, 2007 as compared to 25.1% for thethree-months ended March 31, 2006. G&A expenses increased due to anincrease in salaries and benefits, supplies, advertising, repair andmaintenance and utilities.

*Depreciation and Amortization.* Depreciation and amortization expense decreased to $4.1 million for thethree-months ended March 31, 2007 compared to $4.6 million for the three-monthsended March 31, 2006 due to a reduction in the depreciable asset base.

*Interest Expense.* Interest expense increased to $5.1million for the three-months ended March 31, 2007 as compared to $5.0 million forthe three-months ended March 31, 2006. The increase was due to an increase inoutstanding debt amounts.

*Changein Fair Value of Swaps.*The interest rate swaps terminated on June 30, 2006.  During the three-months ended March 31, 2006the change in fair value of swaps resulted in income of $0.1 million.

*Cumulativeeffect of change in accounting principle.* We adopted the provisions of SFAS 152, “*Accounting for Real Estate Time-Sharing Transactions*.” Theadoption of SFAS 152 resulted in an increase in our allowance for possiblecredit losses of $0.2 million during the three-months ended March 31, 2006.

**Liquidity and Capital Resources**

*Cash Flows and CreditFacility*

Our primary sources of liquidity and capital resourceshave been cash flow from operations and our credit facility with Wells FargoFoothill (the “Foothill Facility”).  Asof March 31, 2007 and December 31, 2006, cash and cash equivalents were $18.8million and $11.1 million, respectively. 

*Operating Activities*

Cash provided by operating activities for the three-months ended March31, 2007 was $4.4 million compared to $7.4 million for thethree-months ended March 31, 2006. The $3.0 million decrease was primarilydue to a $2.0 million decrease in operating income (excluding depreciation andamortization expense and other noncash charges) in addition to changes inoperating assets and liabilities of $1.0 million during the three-month periodended March 31, 2007 compared to the same period in the prior year.

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*Investing Activities*

Cash used in investing activities for the three-monthsended March 31, 2007 was $3.8 million compared to $2.6 million forthe three-months ended March 31, 2006. The majority of cash used for the periodended March 31, 2007 was related to the Virgin River casino floor renovationsand purchases related to our temporary concert space.

*Financing Activities*

Cash provided in financing activities for thethree-months ended March 31, 2007 was $7.2 million compared to cash usedof $0.6 million for the three-months ended March 31, 2006. For thethree-months ended March 31, 2007, $0.7 million represented a decrease inthe bank overdraft balance, $1.2 million related to payments on gamingequipment financing and $0.4 million related to change in other assets.  These financing outflows were offset by $9.5million of borrowings on the Foothill Facility. 

*ContractualObligations and Commitments for Black Gaming, LLC*

A description of our contractual obligations and commitments can befound in Item 7 of our Form 10-K for the year ended December 31, 2006.

**CriticalAccounting Policies**for Black Gaming, LLC

A description of our critical accounting policies can be found in Item7 of our Form 10-K for the year ended December 31, 2006.

## **Item3.  Quantitative and QualitativeDisclosures About Market Risk.**

The followingtable provides information about our long-term debt at March 31, 2007:
| ** **                                              | ** ** | **Maturity  Date** | ** ** | **Face  Amount** | ** ** | **Carrying  Value**     | ** ** | **Estimated  Fair Value** | ** ** |
|---------------------------------------------------------|------------|--------------------|------------|------------------|------------|-------------------------|------------|--------------------------------|------------|
| ** **                                              | ** ** | ** **         | ** ** | ** **       | ** ** | **(in thousands)** | ** ** | ** **                     | ** ** |
| 9% senior  secured notes                                |       | January  2012      |       | $                | 125,000    |                    | $          | 125,000                        |       | $ | 129,225 |   |
| 12 3⁄4% senior  subordinated notes                   |       | January  2013      |       | 66,000           |       | 52,908                  |       | 51,480                         |       |
| Revolving credit  facility at an interest rate of 8.75% |       | December  2008     |       | 15,000           |       | 9,500                   |       | 9,500                          |       |
| Total                                                   |       |               |       | $                | 206,000    |                    | $          | 187,408                        |       | $ | 190,205 |   |

 

We are also exposed to market risk in the form of fluctuations ininterest rates and their potential impact upon our debt. Historically, thismarket risk is managed by utilizing derivative financial instruments inaccordance with established policies and procedures. We evaluate our exposureto market risk by monitoring interest rates in the marketplace, and do notutilize derivative financial instruments for trading purposes. Our derivativefinancial instruments consist exclusively of interest rate swap agreements.Interest differentials resulting from these agreements are recorded on anaccrual basis as an adjustment to interest expense. As of June 30, 2006, theinterest rate swaps contracts ended.

The following table provides information about our financial instrumentsthat are sensitive to changes in interest rates:

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| ** **                                   | ** ** | **As of March 31,**   | ** ** |
|----------------------------------------------|------------|--------------------------------------|------------|
| ** **                                   | ** ** | **2007**                             | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** | **Thereafter** | ** ** | **Total** | ** ** |
| ** **                                   | ** ** | **(dollars in thousands)** | ** ** |
| Long-term debt  (including current portion): |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed-rate                                   |       | $                                    | —     |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | 191,000 |   | $ | 191,000 |   |
| Average interest  rate                       |       | 10.12                                | %          | 10.21 | % | 10.30 | % | 10.30 | % | 10.30 | % | 10.30 | % | 10.12 | % |
| Variable-rate                                |       | $                                    | 9,501      |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   |
| Average interest rate                        |       | 10.25                                | %          | — |   | — |   | — |   | — |   | — |   | — |   |

 

The gaming equipment financing are agreements that because of theirlong-term nature we impute interest expense for accounting purposes.  Contractually these agreements carry nointerest, therefore we believe that there is no exposure to interest rate riskand therefore have excluded those contracts from the presentation above.

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## **Item4.  Controls and Procedures.**

## ***Evaluation of Disclosure Controls***

We evaluated the effectiveness of our disclosurecontrols and procedures as of and for the three months ended March 31,2007.  This evaluation was done with theparticipation of our management, including our Chief Executive Officer andChief Operating Officer, currently acting as our principal financial officer.  

Disclosure controls and procedures are controls andother procedures that are designed to ensure that information required to bedisclosed by us in the reports that we file or submit under the SecuritiesExchange Act of 1934 are recorded, processed, summarized and reported withinthe time periods specified in the Securities and Exchange Commission’s rulesand forms.  Disclosure controls andprocedures include, without limitation, controls and procedures designed toensure that information required to be disclosed by us in the reports that wefile under the Securities Exchange Act of 1934 is accumulated and communicatedto our management, including our Chief Executive Officer and Chief Operating Officer,as appropriate to allow timely decisions regarding required disclosure.  

## ***Limitations on the Effectiveness of Controls***

Our management does not expect that our disclosurecontrols and procedures prevent all error and all fraud.  A control system, no matter how wellconceived and operated, can provide only reasonable, but not absolute,assurance that the objectives of a control system are met.  Further, any control system reflectslimitations on resources, and the benefits of a control system must beconsidered relative to its costs. Because of the inherent limitations in all control systems, noevaluation of controls can provide absolute assurance that all control issuesand instances of fraud, if any, within us have been detected.  These inherent limitations include therealities that judgments in decision-making can be faulty and that breakdownscan occur because of simple error or mistake. Additionally, controls can becircumvented by the individual acts of some persons, by collusion of two ormore people, or by management override of a control.  Because the design of a control system isbased upon certain assumptions about the likelihood of future events, there canbe no assurance that any design will succeed in achieving its stated goalsunder all potential future conditions as over time, controls may becomeinadequate because of changes in conditions, or the degree of compliance with thepolicies or procedures may deteriorate. Because of the inherent limitations ina cost-effective control system, misstatements due to error or fraud may occurand may not be detected.  

## ***Conclusions***

Based on this evaluation, our management, with theparticipation of our Chief Executive Officer and Chief Operating Officer, hasevaluated our disclosure controls and procedures (as defined in the SecuritiesExchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of March 31, 2007, andhas concluded that they are effective.

## ***Changes in Internal Controls***

There were nochanges in our internal controls over financial reporting that occurred duringour last fiscal quarter, *i.e.*,the quarter ended March 31, 2007, that have materially affected, or arereasonably likely to materially affect, our internal controls over financialreporting.

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# **PART II –OTHER INFORMATION**

## **Item1.  Legal Proceedings.**

None. 

## **Item1A.  Risk Factors.**

None. 

## **Item2.  Unregistered Sales of EquitySecurities and Use of Proceeds.**

None. 

## **Item3.  Defaults Upon Senior Securities.**

None. 

## **Item4.  Submission of Matters to a Vote ofSecurity Holders.**

None. 

## **Item5.  Other Information.**

None.

## **Item6.  Exhibits.**

31.1         Certificationpursuant to §302 of the Sarbanes-Oxley Act of 2002, Robert R. Black, Sr.

31.2         Certificationpursuant to §302 of the Sarbanes-Oxley Act of 2002, Jonathan Lowenhar

32.1         Certificationpursuant to §906 of the Sarbanes-Oxley Act of 2002, Robert R. Black, Sr.

32.1         Certificationpursuant to §906 of the Sarbanes-Oxley Act of 2002, Jonathan Lowenhar

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# **SIGNATURES**

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 theundersigned thereunto duly authorized.
| **BLACK GAMING, LLC** | ** **                                               |
|-----------------------|----------------------------------------------------------|
|                  |                                                     |
|                  |                                                     |
| By:                   | /s/ Jonathan  Lowenhar                                   |   | May 15, 2007 |
|                  | Jonathan Lowenhar                                        |   |   |
|                  | *Chief Operating Officer  (Principal Financial Officer)* |   |   |

 

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**EXHIBITINDEX**
| Exhibit    | ** ** | ** **                                                                                                              | ** ** | **Page**   |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------|------------|------------|
| **Number** | ** ** | **Description**                                                                                                         | ** ** | **Number** |
|       |       |                                                                                                                    |       |       |
| 31.1       |       | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002                                                |       |       |
| 31.2       |       | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002                                                |       |       |
| 32.1       |       | Certification pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** ** | ** ** |
| 32.2       |       | Certification pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** ** | ** ** |

 

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