**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
  
  **FORM
        10-Q**
  **(Mark
                  One)****ý**
              **QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
  **For
        the quarterly period ended September 30, 2007**
  **OR**
  **o**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
  **For
        the transition period from
                      
to**
  **Commission
        File Number 333-123179**
 
 **BLACK
        GAMING, LLC**
 (Exact
        Name of Registrant 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) 
        318-6860**
 (Registrant’s
        Telephone Number, Including Area Code)
  
 Indicate
        by check mark whether the Registrant (1) has filed all reports required by
        Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
        12 months (or for such shorter period that the Registrant was required to
        file
        such reports) and (2) has been subject to such filing requirements for the
        past
        90 days.    Yes  ý No  o
  Indicate
        by check mark whether the Registrant is a large accelerated, an accelerated
        filer, or a non-accelerated filer. See definition of “accelerated filer and
        large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
        One)
 
 Large
                Accelerated Filer o
              Accelerated
                Filer o
              Non-accelerated
                filer ý
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).  Yes  oNo  ý
  Number
        of
        shares of common stock outstanding of Virgin River Casino Corporation as
        of
        November 1, 2007:  100 shares of common stock.
 
 Number
        of
        shares of common stock outstanding of B & B B, Inc. as of November 1, 2007:
        16.75 shares of common stock.
 
  
  **PART
                  I – FINANCIAL INFORMATION**
              3ITEM
                  1. FINANCIAL STATEMENTS
              3*Condensed
                  Consolidated Balance Sheets-September 30,
                  2007 (unaudited) and December 31, 2006*
              3*Condensed
                  Consolidated Statements of Operations
                  (unaudited) for the Three and Nine Months Ended September 30, 2007
                  and
                  2006*
              4*Condensed
                  Consolidated Statements of Cash Flows
                  (unaudited) for the Nine Months Ended September 30, 2007 and
                  2006*
              5*Notes
                  to Condensed Consolidated Financial Statements
                  (unaudited)*
              6ITEM
                  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              14ITEM
                  3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                  MARKET RISK
              21ITEM
                  4. CONTROLS AND PROCEDURES
              22**PART
                  II – OTHER INFORMATION**
              23ITEM
                  1.    LEGAL
                  PROCEEDINGS
              23ITEM
                  1A. RISK FACTORS
              23ITEM
                  2.   UNREGISTERED SALES OF EQUITY
                  SECURITIES AND USE OF PROCEEDS
              23ITEM
                  3.   DEFAULTS UPON SENIOR
                  SECURITIES
              23ITEM
                  4.   SUBMISSION OF MATTERS TO A VOTE OF
                  SECURITY HOLDERS
              23ITEM
                  5.   OTHER
                  INFORMATION
              23ITEM
                  6.   EXHIBITS
              23**SIGNATURES**
              24
   
  **PART
        I – FINANCIAL INFORMATION**
  **Item
        1.  Financial
        Statements.**
  **Black
        Gaming, LLC and Subsidiaries**
 **Condensed
        Consolidated Balance Sheets**
 **(in
        thousands)**
 
 **September
                  30,**
              
              
              **December
                  31,****2007**
              
              
              **2006**(unaudited)**Assets**Current
                  assets:Cash
                  and cash equivalents
              
              $
              10,496
              
              
              $
              11,118Accounts
                  receivable, net
              
              
              1,934
              
              
              
              2,788Related
                  party receivables
              
              
              172
              
              
              
              384Inventories
              
              
              1,753
              
              
              
              1,655Property
                  held for vacation interval sales
              
              
              336
              
              
              
              420Prepaid
                  expenses
              
              
              4,885
              
              
              
              5,060Current
                  assets held for sale
              
              
              314
              
              
              
              244Current
                  portion of notes receivable
              
              
              40
              
              
              
              349Total
                  current assets
              
              
              19,930
              
              
              
              22,018Property
                  and equipment, net
              
              
              126,035
              
              
              
              122,163Assets
                  held for sale, net of current
              
              
              9,238
              
              
              
              9,116Notes
                  receivable, less current portion
              
              
              761
              
              
              
              880Goodwill
                  and other intangible assets, net
              
              
              36,695
              
              
              
              39,294Deferred
                  financing fees
              
              
              6,659
              
              
              
              7,860Other
                  assets
              
              
              833
              
              
              
              363Total
                  assets
              
              $
              200,151
              
              
              $
              201,694**Liabilities
                  and Members’ Deficit**Current
                  liabilities:Bank
                  overdraft
              
              $
              —
              
              
              $
              1,770Current
                  portion of gaming equipment financing
              
              
              2,238
              
              
              
              4,933Accounts
                  payable
              
              
              4,031
              
              
              
              2,105Current
                  liabilities held for sale
              
              
              273
              
              
              
              252Accrued
                  liabilities
              
              
              18,303
              
              
              
              18,995Total
                  current liabilities
              
              
              24,845
              
              
              
              28,055Gaming
                  equipment financing, less current portion
              
              
              29
              
              
              
              723Long-term
                  debt
              
              
              190,780
              
              
              
              176,298Commitments
                  and contingencies
              
              
              —
              
              
              
              —Members’
                  deficit
              
              
              (15,503
              )
              
              
              (3,382
              )Total
                  liabilities and members’ deficit
              
              $
              200,151
              
              
              $
              201,694
  The
        accompanying notes are an integral part of these condensed consolidated
        financial statements.
  3
  **Black
        Gaming, LLC and Subsidiaries**
  **Condensed
        Consolidated Statements of Operations (unaudited)**
 **(in
        thousands)**
  **Three
                  Months Ended**
              
              
              **Nine
                  Months Ended****September
                  30,**
              
              
              **September
                  30,**
              
              
              **September
                  30,**
              
              
              **September
                  30,****2007**
              
              
              **2006**
              
              
              **2007**
              
              
              **2006**RevenuesCasino
              
              $
              24,940
              
              
              $
              25,298
              
              
              $
              81,673
              
              
              $
              78,916Food
                  and beverage
              
              
              9,746
              
              
              
              10,412
              
              
              
              31,497
              
              
              
              32,655Hotel
              
              
              7,226
              
              
              
              7,667
              
              
              
              27,028
              
              
              
              26,435Other
              
              
              3,914
              
              
              
              3,834
              
              
              
              12,975
              
              
              
              13,388Total
                  revenues
              
              
              45,826
              
              
              
              47,211
              
              
              
              153,173
              
              
              
              151,394Less—promotional
                  allowances
              
              
              (9,028
              )
              
              
              (8,824
              )
              
              
              (30,026
              )
              
              
              (26,193
              )Net
                  revenues
              
              
              36,798
              
              
              
              38,387
              
              
              
              123,147
              
              
              
              125,201Operating
                  expenses:Casino
              
              
              13,685
              
              
              
              11,970
              
              
              
              40,668
              
              
              
              35,769Food
                  and beverage
              
              
              4,977
              
              
              
              6,395
              
              
              
              16,798
              
              
              
              19,497Hotel
              
              
              1,609
              
              
              
              1,479
              
              
              
              4,808
              
              
              
              5,579Other
              
              
              1,789
              
              
              
              2,442
              
              
              
              7,146
              
              
              
              7,307General
                  and administrative
              
              
              13,090
              
              
              
              13,021
              
              
              
              37,974
              
              
              
              36,452Depreciation
                  and amortization
              
              
              4,097
              
              
              
              4,095
              
              
              
              12,366
              
              
              
              12,875Loss
                  on sale and disposal of assets
              
              
              2
              
              
              
              —
              
              
              
              100
              
              
              
              232Total
                  operating expenses
              
              
              39,249
              
              
              
              39,402
              
              
              
              119,860
              
              
              
              117,711Operating
                  (loss) income
              
              
              (2,451
              )
              
              
              (1,015
              )
              
              
              3,287
              
              
              
              7,490Other
                  (expense) income:Interest
                  expense, net
              
              
              (5,178
              )
              
              
              (4,919
              )
              
              
              (15,394
              )
              
              
              (14,891
              )Other
              
              
              —
              
              
              
              264
              
              
              
              —
              
              
              
              484Change
                  in fair value of interest rate swaps
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              195Loss
                  from continuing operations
              
              
              (7,629
              )
              
              
              (5,670
              )
              
              
              (12,107
              )
              
              
              (6,722
              )Loss
                  from operations of discontinued Oasis Recreational
                  Properties
              
              
              (398
              )
              
              
              (491
              )
              
              
              (14
              )
              
              
              (301
              )Loss
                  before cumulative effect of change in accounting principle and
                  minority
                  interest
              
              
              (8,027
              )
              
              
              (6,161
              )
              
              
              (12,121
              )
              
              
              (7,023
              )Cumulative
                  effect of change in accounting principle
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (196
              )Loss
                  before minority interest
              
              
              (8,027
              )
              
              
              (6,161
              )
              
              
              (12,121
              )
              
              
              (7,219
              )Minority
                  interest
              
              
              —
              
              
              
              38
              
              
              
              —
              
              
              
              (42
              )Net
                  loss
              
              $
              (8,027
              )
              
              $
              (6,123
              )
              
              $
              (12,121
              )
              
              $
              (7,261
              )
  The
        accompanying notes are an integral part of these condensed consolidated
        financial statements.
  4
  **Black
        Gaming, LLC and Subsidiaries**
  **Condensed
        Consolidated Statements of Cash Flows (unaudited)**
 **(in
        thousands)**
  **Nine
                  Months Ended****September
                  30,**
              
              
              **September
                  30,****2007**
              
              
              **2006**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (12,121
              )
              
              $
              (7,261
              )Adjustments
                  to reconcile net loss to net cash provided by operating
                  activities:Cumulative
                  effect of change in accounting principle
              
              
              —
              
              
              
              196Depreciation
                  and amortization
              
              
              12,366
              
              
              
              13,103Minority
                  interest
              
              
              —
              
              
              
              42Change
                  in fair value of interest rate swaps
              
              
              —
              
              
              
              (195
              )Loss
                  on sale and disposal of assets
              
              
              103
              
              
              
              232Amortization
                  of deferred financing fees
              
              
              1,201
              
              
              
              1,206Accretion
                  of senior subordinated notes
              
              
              4,982
              
              
              
              4,403Interest
                  expense on gaming equipment financing
              
              
              3
              
              
              
              74Cost
                  of vacation intervals sales
              
              
              84
              
              
              
              41Change
                  in operating assets and liabilities:Accounts
                  and related party receivables, net
              
              
              1,066
              
              
              
              (952
              )Inventories
              
              
              (126
              )
              
              
              8Prepaid
                  expenses
              
              
              133
              
              
              
              (223
              )Notes
                  receivable
              
              
              428
              
              
              
              586Accounts
                  payable and accrued liabilities
              
              
              1,255
              
              
              
              (1,083
              )Net
                  cash provided by operating activities
              
              
              9,374
              
              
              
              10,177Cash
                  flows from investing activities:Proceeds
                  received from sale of assets
              
              
              324
              
              
              
              54Capital
                  expenditures
              
              
              (13,782
              )
              
              
              (6,603
              )Net
                  cash used in investing activities
              
              
              (13,458
              )
              
              
              (6,549
              )Cash
                  flows from financing activities:Proceeds
                  from issuance of long-term debt
              
              
              15,500
              
              
              
              5,000Payment
                  of gaming equipment financing
              
              
              (3,644
              )
              
              
              (3,065
              )Payment
                  of long-term
                  debt
              
              
              (6,000
              )
              
              
              (7,747
              )Decrease
                  in bank
                  overdraft
              
              
              (1,770
              )
              
              
              (548
              )Change
                  in other
                  assets
              
              
              (624
              )
              
              
              (1,342
              )Net
                  cash provided by (used in) financing activities
              
              
              3,462
              
              
              
              (7,702
              )Net
                  decrease in cash and cash equivalents
              
              
              (622
              )
              
              
              (4,074
              )Cash
                  and cash equivalents at beginning of period
              
              
              11,118
              
              
              
              15,632Cash
                  and cash equivalents at end of period
              
              $
              10,496
              
              
              $
              11,558
  The
        accompanying notes are an integral part of these condensed consolidated
        financial statements.
  5
  **Black
          Gaming, LLC and Subsidiaries**
  **Notes
          to Condensed Consolidated Financial Statements (unaudited)**
 **1.** **Basis
        of Presentation and Background**
  The
        accompanying are the condensed consolidated financial statements of Black
        Gaming, LLC, (“BG LLC”) which includes the accounts of its wholly owned
        subsidiaries B & B B, Inc. (doing business as Virgin River
        Hotel/Casino/Bingo) (“B&BB”) and Virgin River Casino Corporation (“VRCC”)
        and its wholly owned subsidiary RBG, LLC (doing business as CasaBlanca
        Resort/Casino/Golf/Spa) (“RBG”) and its wholly owned subsidiary CasaBlanca
        Resorts, LLC (doing business as Oasis Resort & Casino) (“Resorts LLC”)
        (collectively, the “Company”).  Significant intercompany items and
        transactions of the Company have been eliminated.
 
 BG
        LLC was
        organized in Nevada on August 4, 2006 in anticipation of modifying B&BB’s
        and VRCC’s organizational structure through a holding company reorganization
        (“Reorganization”) for VRCC and B&BB.  The Reorganization, which
        included a transfer of B&BB and VRCC shares for membership interests in BG
        LLC, was completed on December 31, 2006.  As a result of the
        reorganization, the Robert R. Black, Sr. Gaming Properties Trust (the “Black
        Trust”) owns 99.03% of the membership interests and Glenn Teixeira owns .97% of
        the membership interests.  The members’ liability is limited to the
        amount of capital contributions they are required to make pursuant to BG
        LLC’s
        operating agreement.
  Immediately
        prior to the Reorganization, VRCC acquired, directly and indirectly, an
        additional aggregate 11.2% ownership in RBG as a result 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 of VRCC. The 100 shares of RBI,
        representing 100% of the outstanding capital stock of 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 have any material
        operations, liabilities or assets other than a 5.47% ownership in
        RBG.  The transfer of shares of RBI to VRCC was accounted for at the
        historical cost of RBG as RBI and VRCC were under common control.
  VRCC
        received a 3.8% membership interest in RBG from the 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 RBG to VRCC was accounted for at historical cost as the Black
        Trust
        and VRCC were under common control.
  VRCC
        received a 1.92% membership interest in RBG from Glenn 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
        interests in RBG from Glenn Teixeira was accounted for at fair value as it
        was
        considered an acquisition of a minority interest of a subsidiary. Based upon
        an
        internal analysis the fair value of Glenn Teixeira’s interest approximated book
        value.
  The
        accompanying balance sheet as of December 31, 2006 and the unaudited condensed
        consolidated financial statements for the three and nine month periods ended
        September 30, 2007 include the accounts of the Company and all of its
        majority-owned subsidiaries and are maintained in accordance with U.S. generally
        accepted accounting principles.  The transfer of shares of B&BB
        and VRCC for membership interests in BG LLC and the presentation in the
        accompanying condensed consolidated financial statements have been accounted
        for
        as a reorganization of entities under common control in a manner similar
        to a
        pooling-of-interests.  Accordingly, the contributed assets and assumed
        liabilities were recorded at VRCC’s and B&BB’s historical cost basis. Since
        VRCC and B&BB were under common control, no adjustments in the accompanying
        condensed consolidated financial statements were necessary to conform to
        similar
        accounting policies. The financial statements have been prepared as though
        the
        reorganization of entities under common control took place as of the beginning
        of the periods presented.  The acquisition of Glenn Teixeira’s
        interest was presented as of the date the exchange occurred on December 31,
        2006.  All significant intercompany balances and transactions as of
        December 31, 2006 and for the three and nine month periods ending September
        30,
        2007 and 2006 have been eliminated.
  6
  **Black
          Gaming, LLC and Subsidiaries**
  **Notes
          to Condensed Consolidated Financial Statements (unaudited)
          (continued)**
 **1.** **Basis
        of Presentation and Background (continued)**
  ***Interim
        Financial Statements***– The accompanying unaudited condensed
        consolidated financial statements have been prepared in accordance with U.S.
        generally accepted accounting principles for interim financial information
        and
        with the instructions to Form 10-Q and Article 10 of Regulation
        S-X.  Accordingly, they do not include all of the information and
        footnotes required by U.S. generally accepted accounting principles for complete
        financial statements. In the opinion of management of the Company, all
        adjustments considered necessary for a fair presentation are included and
        are of
        a normal recurring nature. Our results of operations tend to be seasonal
        in
        nature and operating results for the three and nine months ended September
        30,
        2007 are not necessarily indicative of the results that may be expected for
        the
        year ending December 31, 2007.
 
 The
        balance sheet at December 31, 2006 has been derived from the audited
        consolidated financial statements at that date but does not include all of
        the
        information and footnotes required by U.S. generally accepted accounting
        principles for complete financial statements.  For further
        information, refer to the consolidated financial statements and footnotes
        thereto included in the Company’s annual report on Form 10-K for the year ended
        December 31, 2006.
  ***Reclassifications***– Certain previously reported amounts in the condensed
        consolidated financial statements have been reclassified to conform to the
        current period’s presentation.
  **2.** **Discontinued
        Operations**
  As
        part of
        a strategic plan to dispose of non-core hotel assets, during the fourth quarter
        of 2006 the Company began marketing for sale approximately 350 acres of land
        owned by RBG LLC’s subsidiary, Oasis Recreational Properties, Inc. (“OARI”)
        located in the state of Arizona immediately adjacent to the city of Mesquite,
        Nevada. OARI includes the land underlying the Company’s Palms Golf Course and
        Oasis Gun Club. The Company anticipates it will operate and generate
        operating cash flows from the golf course and gun club until its
        disposition.  In anticipation of the marketing of the golf course
        property, on August 17, 2006 Resorts LLC entered into several agreements
        with
        WSR, Inc, the former owners of the Oasis Hotel & Casino, to terminate WSR’s
        remaining rights in the golf course property, among other matters, in exchange
        for approximately $1.1 million.  Pursuant to the agreements, the funds paid
        to WSR will be used by WSR to remediate the existing environmental liability
        at
        the Oasis Hotel & Casino which continues to be an obligation of WSR. 
The 350 acres of land and certain other assets of OARI met the “held for sale”
and “discontinued operations” criteria in accordance with SFAS 144.
  The
        following sets forth the discontinued operations for the three and nine months
        ended September 30, 2007 and 2006 related to OARI’s assets held for sale (in
        thousands):
 
 **For
                  the three months ended**
                **September
                  30,**
              
              
              **For
                  the nine months ended**
                **September
                  30,****2007**
              
              
              **2006**
              
              
              **2007**
              
              
              **2006**Operating
                  revenues
              
              $
              164
              
              
              $
              232
              
              
              $
              2,137
              
              
              $
              2,304Operating
                  expenses
              
              
              559
              
              
              
              686
              
              
              
              2,148
              
              
              
              2,377Depreciation
              
              
              -
              
              
              
              37
              
              
              
              -
              
              
              
              228Loss
                  on sale and disposal of assets
              
              
              3
              
              
              
              -
              
              
              
              3
              
              
              
              -Loss
                  from discontinued operations
              
              $
              (398
              )
              
              $
              (491
              )
              
              $
              (14
              )
              
              $
              (301
              )
  7
  **Black
          Gaming, LLC and Subsidiaries**
  **Notes
          to Condensed Consolidated Financial Statements (unaudited)
          (continued)**
 **2.** **Discontinued
        Operations (continued)**
  The
        following sets forth the assets that are held for sale that are related to
        the
        discontinued operations (in thousands):
  **September
                  30, 2007**
              
              
              **December
                  31, 2006**ASSETSInventory
              
              $
              121
              
              
              $
              93Prepaid
                  expenses
              
              
              193
              
              
              
              151Land
              
              
              6,701
              
              
              
              6,701Property
                  and equipment, net
              
              
              1,437
              
              
              
              1,315Other
                  assets
              
              
              1,100
              
              
              
              1,100Total
                  assets of discontinued operations
              
              $
              9,552
              
              
              $
              9,360LIABILITIESAccounts
                  payable
              
              $
              58
              
              
              $
              31Accrued
                  liabilities
              
              
              215
              
              
              
              221Total
                  liabilities of discontinued operations
              
              $
              273
              
              
              $
              252
 
  **3.** **Property
        and Equipment**
  Property
        and equipment (excluding such assets held for sale) consists of the following
        (in thousands):
 
 **September
                  30, 2007**
              
              
              **December
                  31, 2006**Land
              
              $
              26,110
              
              
              $
              26,110Buildings
              
              
              77,667
              
              
              
              74,849Land
                  and leasehold improvements
              
              
              17,897
              
              
              
              16,637Furniture,
                  fixtures and equipment
              
              
              80,035
              
              
              
              75,340Construction
                  in progress
              
              
              6,124
              
              
              
              3,050207,833
              
              
              
              195,986Less:
                  accumulated depreciation
              
              
              (81,798
              )
              
              
              (73,823
              )Property
                  and equipment, net
              
              $
              126,035
              
              
              $
              122,163
  8
  **Black
            Gaming, LLC and Subsidiaries**
  **Notes
            to Condensed Consolidated Financial Statements (unaudited)
            (continued)**
  **4.** **Notes
          Receivable**
  Notes
        receivable consist of the following (in thousands):
  **September
                  30, 2007**
              
              
              **December
                  31, 2006**Vacation
                  interval notes receivable
              
              $
              1,038
              
              
              $
              1,571Allowance
                  for possible credit losses
              
              
              (237
              )
              
              
              (342
              )Total
                  notes receivable
              
              
              801
              
              
              
              1,229Less:
                  current portion
              
              
              (40
              )
              
              
              (349
              )Non-current
                  notes receivable
              
              $
              761
              
              
              $
              880
  
 Notes
        generated from the sale of vacation intervals generally bear interest at
        annual
        rates ranging from 12.75% to 14.75% and have terms of 5 to 7 years. The vacation
        interval notes receivable are collateralized by the right to use and deeds
        of
        trust on the vacation interval sold.
  In
        January
        of 2006, the Company adopted the provisions of SFAS 152, “Accounting for
        Real Estate Time-Sharing Transactions.” SFAS 152 amends existing accounting
        guidance to reference the financial accounting and reporting guidance for
        real
        estate time-sharing transactions provided in AICPA Statement of Position
        04-02,
“Accounting for Real Estate Time-Sharing Transactions.” In determining the
        allowance for possible credit losses, the Company, in accordance with SFAS
        152,
        uses a technique referred to as static pool analysis, which tracks uncollectible
        notes receivable based on each year’s sales over the entire life of those
        notes.  The Company considers whether the historical economic conditions
        are comparable to current economic conditions.  If current economic
        conditions differ from the economic conditions in effect when the historical
        experience was generated, the Company adjusts the allowance for possible
        credit
        losses to reflect the expected effects of current economic conditions on
        uncollectibility.  The Company groups all notes receivables in one pool for
        analytical purposes based on historical collectibility and customer
        demographics.  As a result of the change in accounting for the allowance
        for possible credit losses, the Company has recorded in the accompanying
        statement of operations for the nine months ended September 30, 2006, a
        cumulative effect of a change in accounting principle of $196,000 to increase
        the allowance for possible credit losses.
  9
  **Black
          Gaming, LLC and Subsidiaries**
  **Notes
          to Condensed Consolidated Financial Statements (unaudited)
          (continued)**
 **5.** **Gaming
        Equipment Financing**
  Gaming
        equipment financing consists of the following (in thousands):
  **September
                  30, 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
              
              $
              983
              
              
              $
              3,139Gaming
                  equipment financing to purchase 68 games, no payments for one
                year
                  and monthly payments of $43 for 24 months beginning January
                  2006
              
              
              169
              
              
              
              534Gaming
                  equipment financing to purchase 70 games, no payments for one
                year
                  and monthly payments of $39 for 24 months beginning March
                  2006
              
              
              152
              
              
              
              550Gaming
                  equipment financing to purchase 80 games, monthly payments of $27
                  for 36
                  months beginning April 2005
              
              
              162
              
              
              
              393Gaming
                  equipment financing to purchase 64 games, no payments for one
                year
                  and monthly payments of $26 for 24 months beginning February
                  2006
              
              
              103
              
              
              
              326Gaming
                  equipment financing to purchase 38 games, monthly payments of $13
                  for 36
                  months beginning April 2005
              
              
              79
              
              
              
              200Gaming
                  equipment financing to purchase 85 games, monthly payments of $35
                  for 6
                  months beginning October 2007 with a lump sum payment of $169 due
                  in April
                  2008
              
              
              408
              
              
              
              -Gaming
                  equipment financing to purchase 55 games, no payments for one
                year
                  and monthly payments of $16 for 24 months beginning January
                  2006
              
              
              -
              
              
              
              171Gaming
                  equipment financing to purchase 20 games, no payments for one
                year
                  and monthly payments of $7 for 36 months beginning April
                  2005
              
              
              22
              
              
              
              87Gaming
                  equipment financing, monthly payments of $1 for 36 months beginning
                  January 2005
              
              
              4
              
              
              
              25Gaming
                  equipment financing to purchase 4 games, monthly payments of $1
                  for 36
                  months beginning April 2005
              
              
              8
              
              
              
              18Gaming
                  equipment financing to purchase 6 games, no payments for one year
                  and
                  monthly payments of $6 for 24 months beginning February
                  2007
              
              
              44
              
              
              
              66Gaming
                  equipment financing, monthly payments of $1 for 36 months beginning
                  July
                  2006
              
              
              21
              
              
              
              29Gaming
                  equipment financing, no payments for 18 months and monthly payments
                  of $1
                  for 36 months beginning July 2006
              
              
              8
              
              
              
              90Gaming
                  equipment financing, no payments for 36 months and a lump sum payment
                  of
                  $95 due January 2008
              
              
              104
              
              
              
              282,267
              
              
              
              5,656Less:
                  current portion
              
              
              (2,238
              )
              
              
              (4,933
              )Gaming
                  equipment financing, long-term portion
              
              $
              29
              
              
              $
              723
  10
  **Black
          Gaming, LLC and Subsidiaries**
  **Notes
          to Condensed Consolidated Financial Statements (unaudited)
          (continued)**
  **6.** **Long-term
        Debt**
  Long-term
        debt consists of the following (in thousands):
  **September
                  30, 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.
              
              $
              9,500
              
              
              $
              —9%
                  senior secured notes, interest payable semiannually, principal
                  due January
                  15, 2012, callable January 15, 2009
              
              
              125,000
              
              
              
              125,00012
3⁄4
                  % senior subordinated notes, non-cash interest will accrue at an
                  annual
                  rate of 12 3⁄4 % in the form of increased accreted value until January 15,
                  2009. Beginning January 15, 2009, interest payable semiannually,
                  principal
                  due January 15, 2013, callable January 15, 2009
              
              
              56,280
              
              
              
              51,298Total
                  long-term debt
              
              $
              190,780
              
              
              $
              176,298
 
  ***Revolving
        Facility***
  The
        Wells
        Fargo Foothill, Inc. credit facility (“Foothill Facility”) is secured by
        substantially all the assets of the Company. During the 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, less the Bank Product Reserve,
        as
        defined, or (2) the Borrowing Base, as defined, less the Letter of Credit
        Usage. At September 30, 2007, $9.5 million was drawn under the Foothill
        Facility.  Accordingly, the availability under the Foothill Facility at
        September 30, 2007 was limited to approximately $5.5 million.
  Under
        the
        terms of the Foothill Facility, interest accrues on the outstanding principal
        balance at LIBOR plus the LIBOR Rate Margin, which is 3.5%, or the Base Rate,
        as
        defined, plus the Base Rate Margin, which is 2%.  LIBOR was
        approximately 5.5% and prime was 7.75% at September 30, 2007. The Foothill
        Facility also contains certain financial and other covenants. These include
        a
        minimum trailing twelve-month Earnings Before Interest, Taxes, Depreciation
        and
        Amortization (“EBITDA”) of $15,000,000 for the Company and limitations on other
        indebtedness and capital expenditures, as defined.  On September 30,
        2007, the Company obtained a waiver for the Foothill Facility which allowed
        the
        Company to exceed the previously defined capital expenditure limit of $8,000,000
        but not to exceed $14,500,000 for the waiver period from September 30, 2007
        through October 30, 2007.  As a result of obtaining the waiver, the
        Company was in compliance with these covenants at September 30, 2007 and
        December 31, 2006, respectively.  Subsequent to September 30, 2007, the
        Company amended the Foothill Facility capital expenditure limits and other
        provisions of the Foothill Facility as outlined in Note 8.  The
        outstanding balance on the Foothill Facility is a joint and several obligation
        of the Company.
  ***Senior
        Secured 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 on January 15, 2012 and
        $39.9 million in gross proceeds of 123⁄4% senior subordinated notes (“Senior
        Sub Notes”) due January 15, 2013 (collectively the “Notes”). The Notes are
        joint and several obligations of the Issuers and all current and future
        subsidiaries of the Issuers.  The Guarantors are all the wholly owned
        subsidiaries of the Issuers.
  The
        Senior
        Notes pay interest semiannually while the Senior Sub Notes accrue interest
        in
        the form of increased accreted value until January 15, 2009, when the
        carrying book value of the Senior Sub Notes will be $66.0 million. At that
        point the Senior Sub Notes will pay interest semiannually on the same dates
        as
        the Senior Notes.
  The
        indentures governing the Notes (the “Indentures”) contain certain customary
        financial and other covenants, which limit the Company’s ability to incur
        additional debt. The Indentures provide that the Company may not incur
        additional indebtedness, other than specified types of indebtedness, unless
        the
        Consolidated Coverage Ratio, as defined, on a pro-forma basis after
        the
  11
 
  **Black
              Gaming, LLC and Subsidiaries**
  **Notes
              to Condensed Consolidated Financial Statements (unaudited)
              (continued)**
  **6.      
            Long-term Debt (continued)**
  incurrence
        of the additional indebtedness is at least 2.00 to 1.00. As of September
        30,
        2007, the Company has a Consolidated Coverage Ratio that is less than 2.00
        to
        1.00 and accordingly has incurred $0 of additional indebtedness as
        defined.
  The
        Indentures also contain other covenants which limit the ability of the Issuers
        and Guarantors, as defined, to pay dividends, redeem stock, or make other
        distributions, make investments, create certain liens, enter into certain
        transactions with affiliates, utilize proceeds from asset sales, transfer
        or
        sell assets, issue or sell equity interests of subsidiaries and enter into
        certain mergers and consolidations, as defined in the Indentures. There are
        no
        restrictions related to the transfer of funds between the Issuers, Guarantors
        and their respective subsidiaries.  The Issuers were in compliance
        with these covenants at September 30, 2007 and December 31,
        2006.
  The
        Senior
        Notes are secured by substantially all existing and future assets of the
        Issuers
        and the Guarantors, as well as the equity interest of the Guarantors and
        the
        equity interests of the Black Trust in the Issuers.
  The
        Senior
        Notes are subordinated to the security interests of the Foothill Facility. 
The Senior Sub Notes are subordinate to the Senior Notes and all other
        indebtedness of the Company.
  ***Interest
        Rate Swaps***
  The
        Company’s interest rate swaps terminated effective June 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 points for gasoline at the
        Foodmart.  Foodmart charges the Company the retail amount of gas purchased
        with player points.  Charges associated with the point redemption for
        gasoline at the Foodmart were $9,000, $27,000, $10,000 and $37,000 for the
        three
        and nine months ended September 30, 2007 and 2006,
        respectively.
  Black
        & LoBello is a law firm managed by the daughter of Mr. Black. The
        Company retains Black & LoBello as outside legal counsel, and has paid legal
        fees for legal services in the amount of $38,000, $82,000, $104,000 and $186,000
        for the three and nine months ended September 30, 2007 and 2006,
        respectively.
  Pursuant
        to the Indenture, Mr. Black is entitled to a management fee for his
        management of the Company business of up to 5% of EBITDA.  The Company
        expensed $216,000, $799,000, $332,000 and $990,000 during the three and nine
        months ended September 30, 2007 and 2006, respectively, associated with this
        management fee.
  Gaming
        Research is a consulting firm retained to perform marketing research for
        the
        Company.  The principal of Gaming Research is the father of the Company’s
        then chief operating officer.  Gaming Research received consulting fees of
        $44,000, $133,000, $48,000 and $139,000 for the three and nine months ended
        September 30, 2007 and 2006, respectively.
  Resorts
        LLC provided management and other services to two related parties that manage
        and operate the home owners associations of the vacation intervals sold at
        the
        property.  Included in the accompanying condensed consolidated balance
        sheet at September 30, 2007 and December 31, 2006, is a receivable for
        $172,000 and $384,000, respectively, related to amounts owed for those
        services.
 
 MDW,
        LLC
        (“MDW”) is a Nevada limited-liability company in which Mr. Black has an
        interest.  On December 15, 2004, pursuant to a termination agreement,
        the Company terminated its lease with MDW and entered into an arrangement
        with
        MDW to sell condominiums.  During the three and nine months ended September
        30, 2007, the Company recorded approximately $0 and $0 in other income,
        respectively, and during the three and nine months ended September 30, 2006,
        the
        Company recorded approximately $0.3 million and $0.5 million in other income,
        respectively, related to the Company’s investment with MDW.
  12
 
  **Black
            Gaming, LLC and Subsidiaries**
  **Notes
            to Condensed Consolidated Financial Statements (unaudited)
            (continued)**
  **8.      
            Subsequent Events**
 On
        October
        26, 2007, the Company entered into a First Amendment to the Foothill
        Facility.  The First Amendment, filed as an exhibit to the Company’s
        Current Report on Form 8-K filed with the Securities and Exchange Commission
        on
        October 31, 2007, increases the Company’s allowable Capital Expenditures from
        $8,000,000 to $18,000,000 in fiscal year 2007 and from $8,000,000 to $19,000,000
        in fiscal year 2008.  The First Amendment also modifies the definition
        of “EBITDA” and changes some of the Company’s reporting
        obligations.
    13
  **Item
        2.  Management’s Discussion and Analysis of Financial
        Condition and Results of Operations.**
  *You
        should read the following discussion and analysis together with our unaudited
        condensed consolidated financial statements and the accompanying notes. This
        discussion contains forward-looking statements, within the meaning of Section
        27A of the Securities Act of 1933, as amended, Section 21E of the Securities
        Exchange Act of 1934, as amended, and the Private Securities Litigation Reform
        Act of 1995, including statements regarding our expected financial position,
        business and financing plans. Some of the forward-looking statements can
        be
        identified by the use of forward-looking terms such as “believes,” “expects,”
“may,” “will,” “should,” “could,” “seek,” “intends,” “plans,” “estimates,”
“anticipates,” or other comparable terms. Forward-looking statements involve
        inherent risks and uncertainties which could cause actual results to differ
        materially from those in the forward-looking statement, including those
        discussed herein and elsewhere in our Form 10-K for the year ended December
        31,
        2006, particularly under the heading “Risk Factors.” We caution readers not to
        place undue reliance upon any such forward-looking statements, which speak
        only
        as of the date made. Unless the context indicates otherwise, all references
        to
        the “Company”, “Black Gaming”, “we”, “us” and “our” refer to Black Gaming, LLC
        and its direct and indirect wholly owned subsidiaries, Virgin River Casino
        Corporation, RBG, LLC, B & B B, Inc., Casablanca Resorts, LLC, Oasis
        Interval Ownership, LLC, Oasis Interval Management, 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 approximately 80 miles north of
        Las Vegas. We own three of the four casinos operating in Mesquite and
        collectively our properties have a dominant market share in Mesquite. Our
        properties are well established, each having been in operation for at least
        ten
        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, including championship
        golf courses, full service spas, a bowling center, movie theaters, restaurants,
        and banquet and conference facilities. With each of our properties, we leverage
        our extensive value-oriented amenities and emphasis on slot play to target
        middle market gaming customers.
  Our
        revenues are primarily derived from gaming revenues, which include revenues
        from
        slot machines, table games, live keno, race and sports book wagering and
        bingo.
        Gaming revenues are generally defined as gaming wins less gaming losses.
        In
        addition, we derive a significant amount of revenue from our hotel rooms
        and our
        food and beverage outlets. We also derive revenues from our golf courses,
        spa
        facilities, timeshare units, bowling center and other amenities. Promotional
        allowances consist primarily of free hotel rooms or food and beverages furnished
        gratuitously to customers. The retail value of such services is included
        in the
        respective revenue classifications and is then deducted as promotional
        allowances. We calculate operating income as net revenues less total operating
        costs and expenses. Operating income represents only 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 the partnership or Subchapter S
        provisions of the Internal Revenue Code of 1986, as amended. Under those
        provisions, our owners pay or are responsible for reporting our taxable income
        on their separate returns. Accordingly, a provision for income taxes is not
        included in our financial data.
  We
        were
        organized in Nevada on August 4, 2006 in anticipation of modifying B & B B,
        Inc.’s (“B&BB”) and Virgin River Casino Corporation’s (“VRCC”)
        organizational structure through a holding company reorganization
        (“Reorganization”) for VRCC and B&BB. The Reorganization,
        which included a transfer of B&BB and VRCC shares for membership interests
        in us, was completed on December 31, 2006. As a result of the reorganization,
        the Robert R. Black, Sr. Gaming Properties Trust (the “Black Trust”) owns 99.03%
        of our membership interests and Glenn Teixeira owns .97% of our membership
        interests. The transfer of shares of B&BB and VRCC for our membership
        interests has been accounted for as a reorganization of entities under common
        control in a manner similar to a pooling-of-interests. Accordingly, the
        contributed assets and assumed liabilities were recorded at VRCC’s and
        B&BB’s historical cost basis.
  14
  Immediately
        prior to the Reorganization, VRCC acquired, directly and indirectly, an
        additional aggregate 11.2% ownership in RBG, LLC (“RBG”) as a result 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 of VRCC. The
                    100 shares of
                    RBI, representing 100% of the outstanding capital stock of 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
                    have any
                    material operations, liabilities or assets other than a 5.47%
                    ownership in
                    RBG. The transfer of shares of RBI to VRCC was accounted for
                    at the
                    historical cost of RBG as RBI and VRCC were under common
                    control.
  •
                VRCC
                    received a 3.8% membership interest in RBG from the 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 RBG to VRCC was accounted for at historical cost
                    as the Black
                    Trust and VRCC were under common
                    control.
  •
              VRCC
                  received a 1.92% membership interest in RBG from Glenn 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 interests in RBG from Glenn Teixeira was accounted for at
                  fair value as it was considered an acquisition of a minority interest
                  of a
                  subsidiary. Based upon an internal analysis the fair value of Glenn
                  Teixeira’s interest approximated book
                  value.
  On
        December 20, 2004, VRCC, RBG and B&BB entered into a series of
        transactions whereby they issued $125.0 million aggregate principal amount
        of Senior Secured Notes due 2012 and $66.0 million aggregate principal
        amount at maturity ($39.9 million in gross proceeds) of Senior Subordinated
        Notes due 2013, and received a $16.0 million equity contribution from the
        Black Trust and RBI. The proceeds from the above offering were used to purchase
        the interests held by certain affiliated and unaffiliated shareholders
        (collectively known as the “Buyout”) for $101.4 million pursuant to the
        Agreement for Purchase and Sale or Redemption of Equity Interests (“Agreement
        for Purchase of Equity Interests”) between James A. Black Gaming Properties
        Trust, Gary W. Black Gaming Properties Trust, Michael T. Black Gaming
        Properties Trust, Jorco, Inc., Marcus A. Hall, James Ritchie and Barry
        Moore as Sellers and Robert R. Black, VRCC, and B&BB as Purchasers. As
        a result of the Buyout, the Black Trust obtained the remaining 80.97% interest
        in B&BB and 75.0% interest in VRCC. VRCC along with RBI obtained 32.69% of
        the membership interest in RBG that was being purchased. The remaining proceeds
        were utilized to repay $64.0 million owed under the then existing credit
        facility and the $2.0 million promissory note payable to a selling
        shareholder. As a result of these transactions, the Black Trust and RBI control
        VRCC, RBG and B&BB. In addition, VRCC, RBG and B&BB are co-issuers on
        the Senior Secured and Senior Subordinated Notes and all three entities are
        jointly managed and share resources.
  RBG
        was
        formed in February 1997 for the purpose of acquiring the assets of Player’s
        Island Resort in Mesquite, Nevada, currently operating as the CasaBlanca.
        RBG
        acquired the CasaBlanca for $30.5 million. In February 2001, RBG
        formed a subsidiary, Casablanca Resorts, LLC, a Nevada limited-liability
        company, in order to purchase the assets of the Oasis. RBG acquired the Oasis
        for $31.7 million. Currently, RBG directly owns and operates the
        CasaBlanca, and through its wholly-owned subsidiary, owns and operates the
        Oasis. In May 2001, Casablanca Resorts, LLC formed three subsidiaries—Oasis
        Interval Ownership, LLC, a Nevada limited-liability company; Oasis Recreational
        Properties, Inc., a Nevada corporation; and Oasis Interval Management, LLC,
        a Nevada limited-liability company. Oasis Interval Ownership, LLC and Oasis
        Interval Management, LLC were formed in connection with the operation and
        management of time share operations. Oasis Recreational Properties, Inc.
        owns the recreational facility that is associated with the Oasis.
  B&BB
        was formed in December 1989 in connection with the construction and
        development of the Virgin River. B&BB operates the hotel casino and owns
        certain personal property including furniture and fixtures, leasehold
        improvements and gaming equipment within the casino. VRCC was formed in
        July 1988 in connection with the construction of the Virgin River. VRCC
        currently owns the land and buildings associated with the Virgin River as
        well
        as the Virgin River Convention Center. VRCC generates income from rents received
        from B&BB, which operates the Virgin River.
  15
 The
        Virgin
        River Convention Center is currently a non-operating casino, which we acquired
        out of bankruptcy for $6.3 million in November 2000. The Virgin River
        Convention Center has 12,000 square feet of potential gaming space and 210
        hotel
        rooms. We are presently using the property as a special events facility and
        for
        overflow hotel traffic from our other properties. We believe that the Virgin
        River Convention Center gives us a competitive advantage in the Mesquite
        market
        because it allows us the flexibility of opening the casino to meet market
        demand
        and to maintain our market share in the future on a cost-effective
        basis.
   ***Key
        Performance Indicators***
  Our
        operating results are highly dependent on the volume of customers at our
        properties, which in turn impacts the price we can charge for our hotel rooms
        and other amenities. We generate a significant portion of our operating income
        from the gaming and hotel portions of our operations. Key performance indicators
        in our gaming and hotel operations are as follows:
  Gaming
        revenue indicators – table games drop and slot handle (volume indicators); “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 table games drop and
        our
        normal slot win percentage is in the range of 5% to 7% of slot
        handle.
  Hotel
        revenue indicators – hotel occupancy (volume indicator); average daily rate
        (“ADR,” price indicator); revenue per available room (“REVPAR”), a summary
        measure of hotel results, combining ADR and occupancy rate.
  Most
        of
        our revenue is essentially cash-based, through customers wagering 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 properties to
        generate operating cash flow to repay debt financing, fund maintenance capital
        expenditures and provide excess cash for future development.
  Our
        results of operations tend to be seasonal in nature. During the year ended
        December 31, 2006, approximately 38% of our operating income (less depreciation
        and amortization and other non-cash items) was generated in the first quarter
        and approximately 32% was generated in the second quarter with the remainder
        being generated during the final half of the year.
  16
  ***Financial
        Highlights of Black Gaming, LLC and Subsidiaries***
  **For
        the three and nine months ended September 30, 2007 and 2006 (unaudited) (in
        thousands)**
  Three
                  months ended
                September
                  30,
              
              
              
              
              
              Nine
                  months ended
                September
                  30,**2007**
              
              
              **2006**
              
              
              **%**
                  **Change**
              
              
              **2007**
              
              
              **2006**
              
              
              **%**
                  **Change**Casino
                  revenues
              
              $
              24,940
              
              
              $
              25,298
              
              
              
              (1.4
              )%
              
              $
              81,673
              
              
              $
              78,916
              
              
              
              3.5
              %Casino
                  expenses
              
              
              13,685
              
              
              
              11,970
              
              
              
              14.3
              %
              
              
              40,668
              
              
              
              35,769
              
              
              
              13.7
              %Profit
                  margin
              
              
              45.1
              %
              
              
              52.7
              %
              
              
              —
              
              
              
              50.2
              %
              
              
              54.7
              %
              
              
              —Food
                  and beverage revenues
              
              $
              9,746
              
              
              $
              10,412
              
              
              
              (6.4
              )%
              
              $
              31,497
              
              
              $
              32,655
              
              
              
              (3.5
              )%Food
                  and beverage expenses
              
              
              4,977
              
              
              
              6,395
              
              
              
              (22.2
              )%
              
              
              16,798
              
              
              
              19,497
              
              
              
              (13.8
              )%Profit
                  margin
              
              
              48.9
              %
              
              
              38.6
              %
              
              
              —
              
              
              
              46.7
              %
              
              
              40.3
              %
              
              
              —Hotel
                  revenues
              
              $
              7,226
              
              
              $
              7,667
              
              
              
              (5.8
              )%
              
              $
              27,028
              
              
              $
              26,435
              
              
              
              2.2
              %Hotel
                  expenses
              
              
              1,609
              
              
              
              1,479
              
              
              
              8.8
              %
              
              
              4,808
              
              
              
              5,579
              
              
              
              (13.8
              )%Profit
                  margin
              
              
              77.7
              %
              
              
              80.7
              %
              
              
              —
              
              
              
              82.2
              %
              
              
              78.9
              %
              
              
              —Other
                  revenues
              
              $
              3,914
              
              
              $
              3,834
              
              
              
              2.1
              %
              
              $
              12,975
              
              
              $
              13,388
              
              
              
              (3.1
              )%Other
                  expenses
              
              
              1,789
              
              
              
              2,442
              
              
              
              (26.7
              )%
              
              
              7,146
              
              
              
              7,307
              
              
              
              (2.2
              )%Promotional
                  allowances
              
              $
              9,028
              
              
              $
              8,824
              
              
              
              2.3
              %
              
              $
              30,026
              
              
              $
              26,193
              
              
              
              14.6
              %Percent
                  of gross revenues
              
              
              19.7
              %
              
              
              18.7
              %
              
              
              —
              
              
              
              19.6
              %
              
              
              17.3
              %
              
              
              —General
                  and administrative expenses
              
              $
              13,090
              
              
              $
              13,021
              
              
              
              0.5
              %
              
              $
              37,974
              
              
              $
              36,452
              
              
              
              4.2
              %Percent
                  of net revenues
              
              
              35.6
              %
              
              
              33.9
              %
              
              
              —
              
              
              
              30.8
              %
              
              
              29.1
              %
              
              
              —
 
  **Three
        and nine months ended September 30, 2007 compared to the three and nine months
        ended September 30, 2006**
  *Consolidated
        Net Revenues.*Consolidated net revenues decreased by 4.1% to $36.8 million
        for the three months ended September 30, 2007 as compared to $38.4 million
        for the three months ended September 30, 2006. The decrease was primarily
        due to
        a $0.4 million decrease in casino revenues, a $0.7 million decrease in food
        and
        beverage revenues, a $0.4 million decrease in hotel revenues and a $0.2 million
        increase in promotional allowances.
  Consolidated
        net revenues decreased by 1.6% to $123.1 million for the nine months ended
        September 30, 2007 as compared to $125.2 million for the nine months ended
        September 30, 2006. The decrease was primarily due to a $2.8 million increase
        in
        casino revenues, a $0.6 million increase in hotel revenues offset by a $1.2
        million decrease in food and beverage revenues, a $0.4 million decrease in
        other
        revenues and a $3.8 million increase in promotional allowances.
  *Consolidated
        Operating Income/Loss.* Consolidated operating loss increased to $2.5
        million for the three months ended September 30, 2007 as compared to an
        operating loss of $1.0 million for the three months ended September 30, 2006.
        In
        addition, our operating loss margin increased to 6.7% of net revenues for
        the
        three months ended September 30, 2007 as compared to an operating loss margin
        of
        2.6% of net revenues for the three months ended September 30,
        2006.  The main reason for the decrease in operating income was
        primarily due to a decrease in consolidated net revenues of $1.6 million,
        a $1.7
        million increase in casino expenses, a $0.1 million increase in hotel expenses,
        a $0.1 million increase in general and administrative expenses offset by
        a $1.4
        million reduction in food and beverage expenses and a $0.7 million reduction
        in
        other expenses for the three months ended September 30, 2007 as compared
        to the
        three months ended September 30, 2006.
  17
 Consolidated
        operating income decreased to $3.3 million for the nine months ended September
        30, 2007 as compared to operating income of $7.5 million for the nine
        months ended September 30, 2006. In addition, our operating income margin
        decreased to 2.7% of net revenues for the nine months ended September 30,
        2007
        as compared to an operating income margin of 6.0% of net revenues for the
        nine
        months ended September 30, 2006.  The main reason for the decrease in
        operating income was primarily due to a $4.9 million increase in casino
        expenses, a $1.5 million increase in general and administrative expenses
        offset
        by a $2.7 million reduction in food and beverage expenses, a $0.8 million
        reduction in hotel expenses, a $0.2 million decrease in other expenses and
        a
        $0.5 million decrease in depreciation and amortization expenses for the nine
        months ended September 30, 2007 as compared to the nine months ended September
        30, 2006.
  *Casino.*
        Casino revenues decreased 1.4% to $24.9 million for the three months ended
        September 30, 2007 as compared to $25.3 million for the three months ended
        September 30, 2006. The decrease in casino revenues was due to a decrease
        in
        slot revenues of $0.2 million between periods, a decrease of $0.2 million
        in
        table games revenues offset by a slight increase in other gaming revenues,
        specifically in our Keno play, as compared to the same period in the prior
        year.
        Casino profit margin decreased to 45.1% for the three months ended September
        30,
        2007 as compared to 52.7% for the three months ended September 30,
        2006.  Casino expenses increased 14.3% to $13.7 million for the three
        months ended September 30, 2007 as compared to $12.0 million for the three
        months ended September 30, 2006. The increase was mostly attributable to
        increased advertising and promotional expenses attributable to servicing
        casino
        guests.
  Casino
        revenues increased 3.5% to $81.7 million for the nine months ended
        September 30, 2007 as compared to $78.9 million for the nine months ended
        September 30, 2006. The increase in casino revenues was due to a $3.1 million
        increase in slot revenues in the first nine months of 2007 compared to the
        same
        period in the prior year and a $0.3 million increase in other gaming revenues,
        primarily driven by Keno play. Table games revenues decreased $0.5 million
        for
        the nine months ended September 30, 2007 as compared to the same period in
        the
        prior year. Casino profit margin decreased to 50.2% for the nine months ended
        September 30, 2007 as compared to 54.7% for the nine months ended September
        30,
        2006.  Casino expenses increased 13.7% to $40.7 million for the nine
        months ended September 30, 2007 as compared to $35.8 million for the nine
        months
        ended September 30, 2006. The increase was primarily attributable to increased
        advertising and promotional expenses related to servicing casino guests,
        increased credit services fees and an increase in salaries and benefits for
        casino employees.
  *Food
        and Beverage.* Food and beverage revenues decreased by 6.4% to $9.7 million
        for the three months ended September 30, 2007 as compared to $10.4 million
        for
        the three months ended September 30, 2006. Revenues decreased due to a reduction
        in covers primarily due to the closure of the Oasis coffee shop which we
        converted into a Denny’s Restaurant.  Food and beverage expenses
        decreased by 22.2% to $5.0 million for the three months ended September 30,
        2007
        as compared to $6.4 million for the three months ended September 30,
        2006.  The decrease in food and beverage expenses was mainly
        attributable to a reduction in salaries and benefits and a reduction in direct
        food costs associated with decreases in covers.  Food and beverage
        profit margin increased to 48.9% for the three months ended September 30,
        2007
        as compared to 38.6% for the three months ended September 30,
        2006.  The increase in food and beverage profit margin is primarily
        due to increased pricing.
  Food
        and
        beverage revenues decreased by ­­3.5% to $31.5 million for the nine
        months ended September 30, 2007 as compared to $32.7 million for the nine
        months
        ended September 30, 2006. Revenues decreased primarily due to a reduction
        in
        covers caused by construction disruption, including the Virgin River casino
        remodel, and additionally due to the closure of the Oasis coffee shop in
        the
        first half of the year.  Food and beverage expenses decreased by 13.8%
        to $16.8 million for the nine months ended September 30, 2007 as compared
        to
        $19.5 million for the nine months ended September 30, 2006.  The
        decrease in food and beverage expenses was mainly due to a reduction in salaries
        and benefits and a reduction in direct food costs associated with decreases
        in
        covers.  Food and beverage profit margin increased to 46.7% for the
        nine months ended September 30, 2007 as compared to 40.3% for the nine months
        ended September 30, 2006.  The increase in food and beverage profit
        margin is primarily due to increased pricing.
  *Hotel.*
        Hotel revenues decreased by ­­5.8% to $7.2 million for the three months
        ended September 30, 2007 as compared to $7.7 million for the three months
        ended
        September 30, 2006.  The decrease in revenues was due primarily to the
        Company converting to the usage of a standardized room rate for recognition
        of
        promotional room stays which in prior periods was accounted for utilizing
        rack
        room rates. Additionally, the decrease in revenues was affected by a decrease
        in
        occupied rooms.  Hotel expenses increased 8.8% to $­1.6 million
        for the three months ended September 30, 2007 compared to $1.5 million for
        the
        three months ended September 30, 2006 primarily due to increases in salaries
        and
        benefits in addition to higher temporary labor expenditures.  Hotel
        profit margin decreased to 77.7% for the three months ended September 30,
        2007
        from 80.7% in the prior three month period ended September 30,
        2006.
  18
  Hotel
        revenues increased 2.2% to $27.0 million for the nine months ended September
        30,
        2007 as compared to $26.4 million for the nine months ended September 30,
        2006. Hotel revenues primarily increased due to increases in ADR on reduced
        occupancy.  Hotel expenses decreased 13.8% to $4.8 million for the
        nine months ended September 30, 2007 compared to $5.6 million for the nine
        months ended September 30, 2006 primarily due to a decrease in laundry and
        utility charges associated with decreased occupancy.  As a result of
        the higher ADR on decreased expenses, hotel profit margin increased to 82.2%
        for
        the nine months ended September 30, 2007 from 78.9% in the prior nine month
        period ended September 30, 2006.
  *Other
        Revenues.* Other revenues increased 2.1% to $3.9 million for the three
        months ended September 30, 2007 as compared to $3.8 million for the three
        months
        ended September 30, 2006.  The increase in other revenues was due
        mainly to an increase in entertainment revenues associated with additional
        concerts and events for the three months ended September 30, 2007 as compared
        to
        the three months ended September 30, 2006.  Other expenses decreased
        26.7% to $1.8 million for the three months ended September 30, 2007 as compared
        to $2.4 million for the three months ended September 30, 2006 mainly due
        to a
        decrease in costs of sales related to retail items as well as a reduction
        in
        salaries and benefits.
  Other
        revenues decreased 3.1% to $13.0 million for the nine months ended September
        30,
        2007 as compared to $13.4 million for the nine months ended September 30,
        2006 due mainly to a bulk time share sale that occurred in the prior year
        that
        did not occur in the nine month period ended September 30, 2007 in addition
        to
        decreases in spa and golf revenues.   Other expenses decreased
        2.2% to $7.1 million for the nine months ended September 30, 2007 as compared
        to
        $7.3 million for the nine months ended September 30, 2006 due mainly to reduced
        salaries and benefits as well as reduced direct costs associated with declines
        in utilization.
  *Promotional
        Allowances.* Promotional allowances increased by 2.3% to $9.0 million
        for the three months ended September 30, 2007 as compared to $8.8 million
        for the three months ended September 30, 2006. As a percent of gross revenues,
        promotional allowances increased to 19.7% for the three months ended September
        30, 2007 as compared to 18.7% for the three months ended September 30, 2006
        primarily due to increased expenses attributable to servicing casino
        guests.
  Promotional
        allowances increased by 14.6% to $30.0 million for the nine months ended
        September 30, 2007 as compared to $26.2 million for the nine months ended
        September 30, 2006. As a percent of gross revenues, promotional allowances
        increased to 19.6% for the nine months ended September 30, 2007 as compared
        to
        17.3% for the nine months ended September 30, 2006 primarily due to increased
        expenses attributable to servicing casino guests.
  *General
        and Administrative (“G&A”).*G&A expenses increased by 0.5% to
        $13.1 million for the three months ended September 30, 2007 as compared to
        $13.0 million for the three months ended September 30, 2006. As a percent
        of net revenues, G&A expenses increased to 35.6% of net revenues for the
        three months ended September 30, 2007 as compared to 33.9% of net revenues
        for
        the three months ended September 30, 2006.
  G&A
        expenses increased by 4.2% to $38.0 million for the nine months ended
        September 30, 2007 as compared to $36.5 million for the nine months ended
        September 30, 2006. As a percent of net revenues, G&A expenses increased to
        30.8% for the nine months ended September 30, 2007 as compared to 29.1% for
        the
        nine months ended September 30, 2006. G&A expenses increased primarily due
        to an increase in salaries and benefits, property taxes, repair and maintenance
        and utilities costs.
  *Depreciation
        and Amortization.*  Depreciation and amortization expense remained
        flat at $4.1 million for the three months ended September 30, 2007 compared
        to
        the three months ended September 30, 2006.
  19
  Depreciation
        and amortization expense decreased slightly to $12.4 million for the nine
        months
        ended September 30, 2007 compared to $12.9 million for the nine months ended
        September 30, 2006 due to a reduction in the depreciable asset
        base.
  *Interest
        Expense.* Interest expense increased to $5.2 million for the three months
        ended September 30, 2007 as compared to $4.9 million for the three months
        ended
        September 30, 2006. The increase was due to an increase in the amount of
        outstanding debt.
  Interest
        expense increased to $15.4 million for the nine months ended September 30,
        2007
        as compared to $14.9 million for the nine months ended September 30, 2006.
        The
        increase was due to an increase in the amount of outstanding debt.
  *Change
        in Fair Value of Swaps.*The interest rate swaps terminated on June 30,
        2006.  During the nine months ended September 30, 2006 the change in
        fair value of swaps resulted in income of $0.2 million.
  *Cumulative
        effect of change in accounting principle.* We adopted the provisions of SFAS
        152, "*Accounting for Real Estate Time-Sharing Transactions*." The
        adoption of SFAS 152 resulted in an increase in our allowance for possible
        credit losses of $0.2 million during the nine months ended September 30,
        2006.
  **Liquidity
        and Capital Resources**
  *Cash
          Flows and Credit Facility*
 Our
        primary sources of liquidity and capital resources have been cash flow from
        operations and our credit facility with Wells Fargo Foothill (the “Foothill
        Facility”).  As of September 30, 2007 and December 31, 2006, cash and
        cash equivalents were $10.5 million and $11.1 million,
        respectively.  Additionally, approximately $5.5 million is available
        under the Foothill Facility.
  *Operating
          Activities*
  Cash
          provided by operating activities for the nine months ended September 30,
          2007
          was $9.4 million compared to $10.2 million for the nine months ended
          September 30, 2006. The $0.8 million decrease was primarily due to a $5.2
          million decrease in operating income (excluding depreciation and amortization
          expense and other non-cash charges) offset by changes in operating assets
          and
          liabilities of $4.2 million during the nine month period ended September
          30,
          2007 compared to the same period in the prior year.
  *Investing
          Activities*
  Cash
          used
          in investing activities for the nine months ended September 30, 2007 was
          $13.5 million compared to $6.5 million for the nine months ended
          September 30, 2006. The majority of cash used for the period ended September
          30,
          2007 was related to the Virgin River casino floor renovations, Casablanca
          buffet
          remodel and other exterior hotel improvements, Oasis room remodels and
          purchases
          related to the Casablanca Event Center and our temporary concert space.
          For the
          nine months ended September 30, 2006, the majority of cash used in
          investing activities consisted of capital expenditures for our centralized
          laundry projects and for the property management and back office computer
          systems.
  *Financing
          Activities*
  Cash
        provided by financing activities for the nine months ended September 30,
        2007
        was $3.5 million compared to cash used in financing activities of
        $7.7 million for the nine months ended September 30, 2006. For the nine
        months ended September 30, 2007, $1.8 million represented a decrease in the
        bank overdraft balance, $3.6 million related to payments on gaming equipment
        financing, $6.0 million related to payments of long term debt and $0.6 million
        related to changes in other assets.  These financing outflows were
        offset by $15.5 million of borrowings on the Foothill Facility.  For
        the nine months ended September 30, 2006, $0.5 million represented a
        decrease in the bank overdraft balance, $7.7 million related to payments on
        long-term debt associated with the Foothill Facility, equipment financing
        and
        time share financing, $3.1 million related to payments on gaming equipment
        financing and $1.3 million related to changes in other assets. These financing
        outflows were offset by $5.0 million of borrowings on the Foothill
        Facility.
  20
  *Contractual
        Obligations and Commitments for Black Gaming, LLC*
  A
        description of our contractual obligations and commitments can be found in
        Item
        7 of our Form 10-K for the year ended December 31, 2006.
  **Critical
        Accounting Policies for Black Gaming, LLC**
  A
        description of our critical accounting policies can be found in Item 7 of
        our
        Form 10-K for the year ended December 31, 2006.
  **Item
        3.  Quantitative and Qualitative Disclosures About
        Market Risk.**
  The
        following table provides information about our long-term debt at September
        30,
        2007 (in thousands):
  **Maturity**
                **Date**
              
              **Face**
                **Amount**
              
              
              **Carrying**
                **Value**
              
              
              **Estimated**
                **Fair
                  Value**9%
                  senior secured notes
              January
                  2012
              
              $
              125,000
              
              
              $
              125,000
              
              
              $
              121,87512
3⁄4
                  % senior subordinated notes
              January
                  2013
              
              
              66,000
              
              
              
              56,280
              
              
              
              50,081Foothill
                  Facility at an interest rate of 8.33%
              December
                  2008
              
              
              15,000
              
              
              
              9,500
              
              
              
              9,500Total
              
              
              $
              206,000
              
              
              $
              190,780
              
              
              $
              181,456
 
  We
        are
        also exposed to market risk in the form of fluctuations in interest rates
        and
        their potential impact upon our debt. Historically, this market risk was
        managed
        by utilizing derivative financial instruments in accordance with established
        policies and procedures. We evaluate our exposure to market risk by monitoring
        interest rates in the marketplace, and do not utilize derivative financial
        instruments for trading purposes. Our derivative financial instruments consisted
        exclusively of interest rate swap agreements. Interest differentials resulting
        from these agreements were recorded on an accrual basis as an adjustment
        to
        interest expense. As of June 30, 2006, the interest rate swaps contracts
        ended.
  The
        following table provides information about our financial instruments that
        are
        sensitive to changes in interest rates (dollars in thousands):
  **As
                  of September 30,****2007**
              
              
              **2008**
              
              
              **2009**
              
              
              **2010**
              
              
              **2011**
              
              
              **Thereafter**
              
              
              **Total**Long-term
                  debt (including current portion):Fixed-rate
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              191,000
              
              
              $
              191,000Average
                  interest rate
              
              
              10.16
              %
              
              
              10.16
              %
              
              
              10.30
              %
              
              
              10.30
              %
              
              
              10.30
              %
              
              
              10.30
              %
              
              
              10.16
              %Variable-rate
              
              $
              9,500
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              9,500Average
                  interest rate
              
              
              8.33
              %
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              8.33
              %
 
  The
        gaming
        equipment financing are agreements that because of their long-term nature
        we
        impute interest expense for accounting purposes.  Contractually these
        agreements carry no interest, therefore we believe that there is no exposure
        to
        interest rate risk and therefore have excluded those contracts from the
        presentation above.
  21
  **Item
        4.  Controls and
        Procedures.**
  ***Evaluation
        of Disclosure Controls***
  We
        evaluated the effectiveness of our disclosure controls and procedures as
        of and
        for the three months ended September 30, 2007.  This evaluation was
        done with the participation of our management, including our Chief Executive
        Officer and Chief Financial Officer.
  Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed by us in the reports that
        we
        file or submit under the Securities Exchange Act of 1934 are recorded,
        processed, summarized and reported within the time periods specified in the
        Securities and Exchange Commission’s rules and forms.  Disclosure
        controls and procedures include, without limitation, controls and procedures
        designed to ensure that information required to be disclosed by us in the
        reports that we file under the Securities Exchange Act of 1934 is accumulated
        and communicated to our management, including our Chief Executive Officer
        and
        Chief Financial Officer, as appropriate to allow timely decisions regarding
        required disclosure.
  ***Limitations
        on the Effectiveness of Controls***
  Our
        management does not expect that our disclosure controls and procedures prevent
        all error and all fraud.  A control system, no matter how well
        conceived and operated, can provide only reasonable, but not absolute, assurance
        that the objectives of a control system are met.  Further, any control
        system reflects limitations on resources, and the benefits of a control system
        must be considered relative to its costs.  Because of the inherent
        limitations in all control systems, no evaluation of controls can provide
        absolute assurance that all control issues and instances of fraud, if any,
        within us have been detected.  These inherent limitations include the
        realities that judgments in decision-making can be faulty and that breakdowns
        can occur because of simple error or mistake. Additionally, controls can
        be
        circumvented by the individual acts of some persons, by collusion of two
        or more
        people, or by management override of a control.  Because the design of
        a control system is based upon certain assumptions about the likelihood of
        future events, there can be no assurance that any design will succeed in
        achieving its stated goals under all potential future conditions as over
        time,
        controls may become inadequate because of changes in conditions, or the degree
        of compliance with the policies or procedures may deteriorate. Because of
        the
        inherent limitations in a cost-effective control system, misstatements due
        to
        error or fraud may occur and may not be detected.
  ***Conclusions***
  Based
        on
        this evaluation, our management, with the participation of our Chief Executive
        Officer and Chief Financial Officer, has evaluated our disclosure controls
        and
        procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
        and 15d-15(e)) as of September 30, 2007, and has concluded that they are
        effective.
  ***Changes
        in Internal Controls***
  There
        were
        no changes in our internal controls over financial reporting that occurred
        during our last fiscal quarter, *i.e.*, the quarter ended September 30,
        2007, that have materially affected, or are reasonably likely to materially
        affect, our internal controls over financial reporting.
 
 22
   **PART
        II – OTHER INFORMATION**
  **Item
        1.  Legal Proceedings.**
  None.
  **Item
        1A.  Risk Factors.**
  None.
  **Item
        2.  Unregistered Sales of Equity Securities and Use of
        Proceeds.**
  None.
  **Item
        3.  Defaults Upon Senior
        Securities.**
  None.
  **Item
        4.  Submission of Matters to a Vote of Security
        Holders.**
  None.
  **Item
        5.  Other Information.**
  None.
  **Item
        6.  Exhibits.**
  10.1           Separation
        Agreement dated September 28, 2007 made by Black Gaming, LLC with Jonathan
        Lowenhar, incorporated by reference to registrant’s Current Report on Form 8-K,
        as filed with the Securities and Exchange Commission on October 1,
        2007
  10.2           Separation
        Agreement dated September 28, 2007 made by Black Gaming, LLC with Scott
        DeAngelo, incorporated by reference to registrant’s Current Report on Form 8-K,
        as filed with the Securities and Exchange Commission on October 1,
        2007.
  31.1           Certification
        pursuant to §302 of the Sarbanes-Oxley Act of 2002, Robert R. Black,
        Sr.
  31.2           Certification
        pursuant to §302 of the Sarbanes-Oxley Act of 2002, Jason A. Goudie
  32.1           Certification
        pursuant to §906 of the Sarbanes-Oxley Act of 2002, Robert R. Black,
        Sr.
  32.1           Certification
        pursuant to §906 of the Sarbanes-Oxley Act of 2002, Jason A. Goudie
   23
   **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 the undersigned thereunto
        duly authorized.
  **BLACK
                  GAMING, LLC**By:
              /s/
                  Jason
                  A. Goudie
              
              November
                  13, 2007Jason
                  A. Goudie*Chief
                  Financial Officer**(Principle
                  Financial Officer)*
    24
   **EXHIBIT
        INDEX**
   Exhibit
                
                
                
                PageNumber
                
                Description
                
                Number10.1
                
                Separation
                    Agreement dated September 28, 2007 made by Black Gaming, LLC
                    with Jonathan
                    Lowenhar, incorporated by reference to registrant’s Current Report on
                    Form 8-K, as filed with the Securities and Exchange Commission
                    on October
                    1, 2007
                
                __10.2
                
                Separation
                    Agreement dated September 28, 2007 made by Black Gaming, LLC
                    with Scott
                    DeAngelo, incorporated by reference to registrant’s Current Report on
                    Form 8-K, as filed with the Securities and Exchange Commission
                    on October
                    1, 2007
                
                __31.1
                
                Certification
                    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                
                2631.2
                
                Certification
                    pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002
                
                2732.1
                
                Certification
                    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002
                
                2832.2
                
                Certification
                    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                    906 of
                    the Sarbanes-Oxley Act of 2002
                
                29






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