**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM10-Q**

| **(Mark One)**                                    | ** **                                                                                    |
|---------------------------------------------------|-----------------------------------------------------------------------------------------------|
| **x**                                             | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934**  |
| ** **                                        | ** **                                                                                    |
| **For  the quarterly period ended June 30, 2007** |
| ** **                                        | ** **                                                                                    |
| **OR**                                            |
| ** **                                        | ** **                                                                                    |
| **o**                                             | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**Forthe transition period from                      to                       **

**CommissionFile Number 333-123179**

**BLACKGAMING, LLC**

(Exact Name of Registrantas Specified in its Charter)

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

 

**(702) 318-6860**

(Registrant’sTelephone Number, Including Area Code)

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

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

| Large Accelerated Filer o |   | Accelerated  Filer o |   | Non-accelerated  filer x |
|---------------------------|--------|----------------------|--------|--------------------------|

 

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

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

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

 

----

|                                                                                                                           | ** ** | ** ** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|
| **PART I – FINANCIAL  INFORMATION**                                                                                  |       | 3          |       |
|                                                                                                                      |       |       |       |
| ITEM 1. FINANCIAL  STATEMENTS.                                                                                            |       | 3          |       |
| *Condensed  Consolidated Balance Sheets-June 30, 2007 (unaudited) and December 31, 2006*                                  |       | 3          |       |
| *Condensed  Consolidated Statements of Operations (unaudited) for the Three and Six  Months Ended June 30, 2007 and 2006* |       | 4          |       |
| *Condensed Consolidated Statements of Cash Flows (unaudited)  for the Six Months Ended June 30, 2007 and 2006*            |       | 5          |       |
| *Notes to  Condensed Consolidated Financial Statements (unaudited)*                                                       |       | 6          |       |
| ITEM  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  RESULTS OF OPERATIONS                 |       | 13         |       |
| ITEM  3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                  |       | 20         |       |
| ITEM  4. CONTROLS AND PROCEDURES                                                                                     |       | 21         |       |
|                                                                                                                      |       |       |       |
| **PART II – OTHER  INFORMATION**                                                                                     |       | 22         |       |
|                                                                                                                      |       |       |       |
| ITEM  1.    LEGAL PROCEEDINGS                                                                         |       | 22         |       |
| ITEM 1A. RISK FACTORS                                                                                                |       | 22         |       |
| ITEM  2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF  PROCEEDS                              |       | 22         |       |
| ITEM  3.    DEFAULTS UPON SENIOR SECURITIES                                                           |       | 22         |       |
| ITEM  4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                       |       | 22         |       |
| ITEM  5.    OTHER INFORMATION                                                                         |       | 22         |       |
| ITEM  6.    EXHIBITS                                                                                  |       | 22         |       |
|                                                                                                                      |       |       |       |
| **SIGNATURES**                                                                                                            |       | 23         |       |

 

2

----

**PART I –FINANCIAL INFORMATION**

## **Item 1. Financial Statements.**

**BlackGaming, LLC and Subsidiaries**

### **CondensedConsolidated Balance Sheets  (in thousands)**

| ** **                                        | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
|---------------------------------------------------|------------|-------------------|------------|-----------------------|------------|
| ** **                                        | ** ** | **2007**          | ** ** | **2006**              | ** ** |
| ** **                                        | ** ** | **(unaudited)**   | ** ** | ** **            | ** ** |
| ** **                                        | ** ** | ** **        | ** ** | ** **            | ** ** |
| **Assets**                                        |       |              |       |                  |       |
| Current assets:                                   |       |              |       |                  |       |
| Cash and cash  equivalents                        |       | $                 | 11,606     |                  | $          | 11,118 |   |
| Accounts  receivable, net                         |       | 2,780             |       | 2,788                 |       |
| Related party  receivables                        |       | 175               |       | 384                   |       |
| Inventories                                       |       | 1,911             |       | 1,655                 |       |
| Property held  for vacation interval sales        |       | 286               |       | 420                   |       |
| Prepaid expenses                                  |       | 4,533             |       | 5,060                 |       |
| Current assets  held for sale                     |       | 243               |       | 244                   |       |
| Current portion  of notes receivable              |       | 310               |       | 349                   |       |
| Total current assets                              |       | 21,844            |       | 22,018                |       |
| Property and equipment,  net                      |       | 122,842           |       | 122,163               |       |
| Assets held for sale,  net                        |       | 9,076             |       | 9,116                 |       |
| Notes receivable, less  current portion           |       | 604               |       | 880                   |       |
| Goodwill and other  intangible assets, net        |       | 37,562            |       | 39,294                |       |
| Deferred financing fees                           |       | 7,060             |       | 7,860                 |       |
| Other assets                                      |       | 841               |       | 363                   |       |
| Total assets                                      |       | $                 | 199,829    |                  | $          | 201,694 |   |
| ** **                                        | ** ** | ** **        | ** ** | ** **            | ** ** |
| **Liabilities and Members’  Deficit**        | ** ** | ** **        | ** ** | ** **            | ** ** |
| Current liabilities:                              |       |              |       |                  |       |
| Bank overdraft                                    |       | $                 | 817        |                  | $          | 1,770 |   |
| Current portion  of gaming equipment financing    |       | 3,097             |       | 4,933                 |       |
| Accounts payable                                  |       | 3,167             |       | 2,105                 |       |
| Current  liabilities held for sale                |       | 300               |       | 252                   |       |
| Accrued  liabilities                              |       | 16,903            |       | 18,995                |       |
| Total current  liabilities                        |       | 24,284            |       | 28,055                |       |
| Gaming equipment financing,  less current portion |       | 43                |       | 723                   |       |
| Long-term debt                                    |       | 183,068           |       | 176,298               |       |
| Commitments and  contingencies                    |       | —            |       | —                |       |
| Members’ deficit                             |       | (7,566            | )          | (3,382                | )          |
| Total liabilities and members’ deficit       |       | $                 | 199,829    |                  | $          | 201,694 |   |

The accompanying notes are an integral part of these condensedconsolidated financial statements.

3

----

**BlackGaming, LLC and Subsidiaries**

### **CondensedConsolidated Statements of Operations (unaudited)****(in thousands)**

| ** **                                                                             | ** ** | **Three Months Ended** | ** ** | **Six Months Ended** | ** ** |
|----------------------------------------------------------------------------------------|------------|----------------------------------|------------|--------------------------------|------------|
| ** **                                                                             | ** ** | **June 30,**                | ** ** | **June 30,**              | ** ** | **June 30,** | ** ** | **June 30,** | ** ** |
| ** **                                                                             | ** ** | **2007**                         | ** ** | **2006**                       | ** ** | **2007** | ** ** | **2006** | ** ** |
| Revenues                                                                               |       |                             |       |                           |       |   |   |   |   |
| Casino                                                                                 |       | $                                | 27,181     |                           | $          | 26,543 |   | $ | 56,733 |   | $ | 53,618 |   |
| Food and beverage                                                                      |       | 10,737                           |       | 10,997                         |       | 21,751 |   | 22,243 |   |
| Hotel                                                                                  |       | 9,453                            |       | 9,482                          |       | 19,802 |   | 18,768 |   |
| Other                                                                                  |       | 4,520                            |       | 4,853                          |       | 9,061 |   | 9,554 |   |
| Total revenues                                                                         |       | 51,891                           |       | 51,875                         |       | 107,347 |   | 104,183 |   |
| Less—promotional allowances                                                       |       | (9,783                           | )          | (8,750                         | )          | (20,998 | ) | (17,369 | ) |
| Net revenues                                                                           |       | 42,108                           |       | 43,125                         |       | 86,349 |   | 86,814 |   |
| Operating  expenses:                                                                   |       |                             |       |                           |       |   |   |   |   |
| Casino                                                                                 |       | 13,144                           |       | 11,563                         |       | 26,983 |   | 23,799 |   |
| Food and beverage                                                                      |       | 5,857                            |       | 6,535                          |       | 11,821 |   | 13,102 |   |
| Hotel                                                                                  |       | 1,687                            |       | 1,975                          |       | 3,199 |   | 4,100 |   |
| Other                                                                                  |       | 2,686                            |       | 2,481                          |       | 5,357 |   | 4,865 |   |
| General and administrative                                                             |       | 12,044                           |       | 12,456                         |       | 24,884 |   | 23,431 |   |
| Depreciation and amortization                                                          |       | 4,158                            |       | 4,178                          |       | 8,269 |   | 8,780 |   |
| Loss on sale and disposal of assets                                                    |       | 116                              |       | 140                            |       | 98 |   | 232 |   |
| Total operating  expenses                                                              |       | 39,692                           |       | 39,328                         |       | 80,611 |   | 78,309 |   |
| Operating income                                                                       |       | 2,416                            |       | 3,797                          |       | 5,738 |   | 8,505 |   |
| Other (expense)  income:                                                               |       |                             |       |                           |       |   |   |   |   |
| Interest expense, net                                                                  |       | (5,070                           | )          | (5,000                         | )          | (10,216 | ) | (9,972 | ) |
| Other                                                                                  |       | —                           |       | 220                            |       | — |   | 220 |   |
| Change in fair value of interest rate swaps                                            |       | —                           |       | 71                             |       | — |   | 195 |   |
| Loss from  continuing operations                                                       |       | (2,654                           | )          | (912                           | )          | (4,478 | ) | (1,052 | ) |
| Income from  operations of discontinued Oasis Recreational Properties                  |       | 69                               |       | 68                             |       | 294 |   | 190 |   |
| Loss before  cumulative effect of change in accounting principle and minority interest |       | (2,585                           | )          | (844                           | )          | (4,184 | ) | (862 | ) |
| Cumulative  effect of change in accounting principle                                   |       | —                           |       | —                         |       | — |   | (196 | ) |
| Loss before  minority interest                                                         |       | (2,585                           | )          | (844                           | )          | (4,184 | ) | (1,058 | ) |
| Minority  interest                                                                     |       | —                           |       | (44                            | )          | — |   | (80 | ) |
| Net loss                                                                               |       | $                                | (2,585     | )                              | $          | (888 | ) | $ | (4,184 | ) | $ | (1,138 | ) |

 

The accompanying notes are an integral part of these condensedconsolidated financial statements.

4

----

**BlackGaming, LLC and Subsidiaries**

### **CondensedConsolidated Statements of Cash Flows (unaudited)****(in thousands)**

| ** **                                                                       | ** ** | **Six Months Ended** | ** ** |
|----------------------------------------------------------------------------------|------------|--------------------------------|------------|
| ** **                                                                       | ** ** | **June 30,**              | ** ** | **June 30,** | ** ** |
| ** **                                                                       | ** ** | **2007**                       | ** ** | **2006** | ** ** |
| Cash flows from  operating activities:                                           |       |                           |       |   |   |
| Net loss                                                                         |       | $                              | (4,184     | ) | $ | (1,138 | ) |
| Adjustments to reconcile net loss to net cash  provided by operating activities: |       |                           |       |   |   |
|  Cumulative  effect of change in accounting principle                       |       | —                         |       | 196 |   |
|  Depreciation  and amortization                                             |       | 8,359                          |       | 8,971 |   |
|  Minority  interest                                                         |       | —                         |       | 80 |   |
|  Change in  fair value of interest rate swaps                               |       | —                         |       | (195 | ) |
|  Loss on sale  and disposal of assets                                       |       | 98                             |       | 232 |   |
|  Amortization  of deferred financing fees                                   |       | 800                            |       | 801 |   |
|  Accretion of  senior subordinated notes                                    |       | 3,270                          |       | 2,890 |   |
|  Interest  expense on gaming equipment financing                            |       | 1                              |       | 72 |   |
|  Cost of  vacation intervals sales                                          |       | 134                            |       | 41 |   |
| Change in  operating assets and liabilities:                                     |       |                           |       |   |   |
|  Accounts and  related party receivables, net                               |       | 217                            |       | (837 | ) |
|  Inventories                                                                |       | (259                           | )          | 63 |   |
|  Prepaid  expenses                                                          |       | 531                            |       | 630 |   |
|  Notes  receivable                                                          |       | 315                            |       | 501 |   |
|  Accounts  payable and accrued liabilities                                  |       | (982                           | )          | (1,508 | ) |
| Net cash  provided by operating activities                                       |       | 8,300                          |       | 10,799 |   |
|                                                                             |       |                           |       |   |   |
| Cash flows from  investing activities:                                           |       |                           |       |   |   |
|  Proceeds  received from sale of assets                                     |       | 324                            |       | 54 |   |
|  Capital  expenditures                                                      |       | (7,698                         | )          | (3,989 | ) |
| Net cash used in  investing activities                                           |       | (7,374                         | )          | (3,935 | ) |
|                                                                             |       |                           |       |   |   |
| Cash flows from  financing activities:                                           |       |                           |       |   |   |
|  Proceeds from  issuance of long-term debt                                  |       | 9,500                          |       | 3,000 |   |
|  Payment of  gaming equipment financing                                     |       | (2,408                         | )          | (2,003 | ) |
|  Payment of  long-term debt                                                 |       | (6,000                         | )          | (5,708 | ) |
|  Decrease in  bank overdraft                                                |       | (953                           | )          | (548 | ) |
|  Change in  other assets                                                    |       | (577                           | )          | (35 | ) |
| Net cash used in  financing activities                                           |       | (438                           | )          | (5,294 | ) |
|                                                                             |       |                           |       |   |   |
| Net increase in  cash and cash equivalents                                       |       | 488                            |       | 1,570 |   |
| Cash and cash  equivalents at beginning of period                                |       | 11,118                         |       | 15,632 |   |
| Cash and cash  equivalents at end of period                                      |       | $                              | 11,606     |   | $ | 17,202 |   |

The accompanying notesare an integral part of these condensed consolidated financial statements.

5

----

**BlackGaming, LLC and Subsidiaries**

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

**1.             Basis of Presentation andBackground**

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

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

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

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

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

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

The accompanying balance sheet as of December 31, 2006and the unaudited condensed consolidated financial statements for the three andsix month periods ended June 30, 2007 include the accounts of the Company andall of its majority-owned subsidiaries and are maintained in accordance withU.S. generally accepted accounting principles. The transfer of shares of B&BB and VRCC for membership interests inBG LLC and the presentation in the accompanying condensed consolidatedfinancial statements have been accounted for as a reorganization of entitiesunder common control in a manner similar to a pooling-of-interests.  Accordingly, the contributed assets andassumed liabilities were recorded at VRCC’s and B&BB’s historical costbasis. Since VRCC and B&BB were under common control, no adjustments in theaccompanying condensed consolidated financial statements were necessary toconform to similar accounting policies. The financial statements have beenprepared as though the reorganization of entities under common control tookplace as of the beginning of the periods presented.  The acquisition of Glenn Teixeira’s interestwas presented as of the date the exchange occurred on December 31, 2006.  All significant intercompany balances andtransactions as of December 31, 2006 and for the three and six month periodsending June 30, 2007 have been eliminated.

6

----

**BlackGaming, LLC and Subsidiaries**

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

**1.            ****Basis of Presentation and Background (continued)**

***Interim FinancialStatements***– Theaccompanying unaudited consolidated financial statements have been prepared inaccordance with U.S. generally accepted accounting principles for interimfinancial information and with the instructions to Form 10-Q and Article 10 ofRegulation S-X.  Accordingly, they do notinclude all of the information and footnotes required by U.S. generallyaccepted accounting principles for complete financial statements. In theopinion of management of the Company, all adjustments considered necessary fora fair presentation are included and are of a normal recurring nature. Ourresults of operations tend to be seasonal in nature and operating results forthe three and six months ended June 30, 2007 are not necessarily indicative ofthe results that may be expected for the year ending December 31, 2007.

Thebalance sheet at December 31, 2006 has been derived from the audited financialstatements at that date but does not include all of the information andfootnotes required by U.S. generally accepted accounting principles forcomplete financial statements.  Forfurther information, refer to the consolidated financial statements andfootnotes thereto included in the Company’s annual report on Form 10-K for theyear ended December 31, 2006.

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

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

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

The following sets forth thediscontinued operations for the three and six months ended June 30, 2007 and2006 related to OARI’s assets held for sale (in thousands):
|                                      | ** ** | **For the three months ended   June 30,** | ** ** | **For the six months ended  June 30,** | ** ** |
|--------------------------------------|------------|-------------------------------------------------------------------------|------------|-----------------------------------------------------------------|------------|
| ** **                           | ** ** | **2007**                                                                | ** ** | **2006**                                                        | ** ** | **2007** | ** ** | **2006** | ** ** |
|                                 |       |                                                                    |       |                                                            |       |   |   |   |   |
| Operating  revenues                  |       | $                                                                       | 842        |                                                            | $          | 944 |   | $ | 1,973 |   | $ | 2,072 |   |
| Operating  expenses                  |       | 728                                                                     |       | 780                                                             |       | 1,589 |   | 1,691 |   |
| Depreciation                         |       | 45                                                                      |       | 96                                                              |       | 90 |   | 191 |   |
|                                 |       |                                                                    |       |                                                            |       |   |   |   |   |
| Income from  discontinued operations |       | $                                                                       | 69         |                                                            | $          | 68 |   | $ | 294 |   | $ | 190 |   |

 

7

----

**BlackGaming, LLC and Subsidiaries**

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

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

The following sets forth theassets that are held for sale that are related to the discontinued operations(in thousands):
|                                               | ** ** | **June 30, 2007** | ** ** | **December 31, 2006** | ** ** |
|-----------------------------------------------|------------|-----------------------------|------------|---------------------------------|------------|
| ASSETS                                        |       |                        |       |                            |       |
| Inventory                                     |       | $                           | 96         |                            | $          | 93 |   |
| Prepaid expenses                              |       | 147                         |       | 151                             |       |
| Property and  equipment, net                  |       | 7,976                       |       | 8,016                           |       |
| Other assets                                  |       | 1,100                       |       | 1,100                           |       |
| Total assets of  discontinued operations      |       | $                           | 9,319      |                            | $          | 9,360 |   |
|                                          |       |                        |       |                            |       |
| LIABILITIES                                   |       |                        |       |                            |       |
| Accounts payable                              |       | $                           | 23         |                            | $          | 31 |   |
| Accrued  liabilities                          |       | 277                         |       | 221                             |       |
| Total liabilities of discontinued  operations |       | $                           | 300        |                            | $          | 252 |   |

 

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

Property and equipment (excluding such assets held forsale) consists of the following (in thousands):
|                                    | ** ** | **June 30, 2007** | ** ** | **December 31, 2006** | ** ** |
|------------------------------------|------------|-----------------------------|------------|---------------------------------|------------|
|                               |       |                        |       |                            |       |
| Land                               |       | $                           | 26,110     |                            | $          | 26,110 |   |
| Buildings                          |       | 76,254                      |       | 74,849                          |       |
| Land and  leasehold improvements   |       | 17,772                      |       | 16,637                          |       |
| Furniture,  fixtures and equipment |       | 78,261                      |       | 75,340                          |       |
| Construction in  progress          |       | 3,300                       |       | 3,050                           |       |
|                               |       | 201,697                     |       | 195,986                         |       |
| Less:  accumulated depreciation    |       | (78,855                     | )          | (73,823                         | )          |
| Property and equipment,  net       |       | $                           | 122,842    |                            | $          | 122,163 |   |

 

8

----

**BlackGaming, LLC and Subsidiaries**

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

**4.             NotesReceivable**

Notesreceivable consist of the following (in thousands):
|                                       | ** ** | **June 30, 2007** | ** ** | **December 31, 2006** | ** ** |
|---------------------------------------|------------|-----------------------------|------------|---------------------------------|------------|
|                                  |       |                        |       |                            |       |
| Vacation  interval notes receivable   |       | $                           | 1,150      |                            | $          | 1,571 |   |
| Allowance for  possible credit losses |       | (236                        | )          | (342                            | )          |
| Total notes  receivable               |       | 914                         |       | 1,229                           |       |
| Less: current  portion                |       | (310                        | )          | (349                            | )          |
| Non-current notes receivable          |       | $                           | 604        |                            | $          | 880 |   |

 

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

In January of 2006, the Company adopted the provisionsof SFAS 152, “Accounting for Real Estate Time-Sharing Transactions.”SFAS 152 amends existing accounting guidance to reference the financialaccounting and reporting guidance for real estate time-sharing transactionsprovided in AICPA Statement of Position 04-02, “Accounting for Real EstateTime-Sharing Transactions.” In determining the allowance for possible creditlosses, the Company, in accordance with SFAS 152, uses a technique referred toas static pool analysis, which tracks uncollectible notes receivable based oneach year’s sales over the entire life of those notes.  The Companyconsiders whether the historical economic conditions are comparable to currenteconomic conditions.  If current economic conditions differ from theeconomic conditions in effect when the historical experience was generated, theCompany adjusts the allowance for possible credit losses to reflect theexpected effects of current economic conditions on uncollectibility.  TheCompany groups all notes receivables in one pool for analytical purposes basedon historical collectibility and customer demographics.  As a result ofthe change in accounting for the allowance for possible credit losses, theCompany has recorded in the accompanying statement of operations for the sixmonths ended June 30, 2006, a cumulative effect of a change in accountingprinciple of $196,000 to increase the allowance for possible credit losses.

9

----

**Black Gaming,LLC and Subsidiaries**

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

**5.             Gaming EquipmentFinancing**

Gaming equipmentfinancing consists of the following (in thousands): 
| ** **                                                                                                                                      | ** ** | **June 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 |       | $                           | 1,704      |                            | $          | 3,139 |   |
| Gaming equipment  financing to purchase 68 games, no payments for one year and monthly payments  of $43 for 24 months beginning January 2006    |       | 293                         |       | 534                             |       |
| Gaming equipment  financing to purchase 70 games, no payments for one year and monthly payments  of $39 for 24 months beginning March 2006      |       | 264                         |       | 550                             |       |
| Gaming equipment  financing to purchase 80 games, monthly payments of $18 for 36 months  beginning April 2005                                   |       | 241                         |       | 393                             |       |
| Gaming equipment  financing to purchase 64 games, no payments for one year and monthly payments  of $26 for 24 months beginning February 2006   |       | 179                         |       | 326                             |       |
| Gaming equipment  financing to purchase 38 games, monthly payments of $13 for 36 months  beginning April 2005                                   |       | 120                         |       | 200                             |       |
| Gaming equipment  financing to purchase 55 games, no payments for one year and monthly payments  of $16 for 24 months beginning January 2006    |       | 87                          |       | 171                             |       |
| Gaming equipment  financing to purchase 20 games, no payments for one year and monthly payments  of $7 for 36 months beginning April 2005       |       | 44                          |       | 87                              |       |
| Gaming equipment  financing. monthly payments of $3 for 36 months beginning January 2005                                                        |       | 7                           |       | 25                              |       |
| Gaming equipment  financing to purchase 4 games, monthly payments of $1 for 36 months beginning  April 2005                                     |       | 11                          |       | 18                              |       |
| Gaming equipment  financing to purchase 6 games, no payments for one year and monthly payments  of $6 for 24 months beginning February 2007     |       | 52                          |       | 66                              |       |
| Gaming equipment  financing, monthly payments of $1 for 36 months beginning July 2006                                                           |       | 24                          |       | 29                              |       |
| Gaming equipment  financing, no payments for 18 months and monthly payments of $1 for 36 months  beginning July 2006                            |       | 10                          |       | 90                              |       |
| Gaming equipment  financing, no payments for 36 months and a lump sum payment of $95 due  January 2008                                          |       | 104                         |       | 28                              |       |
|                                                                                                                                            |       | 3,140                       |       | 5,656                           |       |
|  Less: current portion                                                                                                                     |       | (3,097                      | )          | (4,933                          | )          |
| Gaming equipment  financing, long-term portion                                                                                                  |       | $                           | 43         |                            | $          | 723 |   |

 

10

----

**BlackGaming, LLC and Subsidiaries**

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

**6.             Long-term Debt**

Long-term debtconsists of the following (in thousands): 
| ** **                                                                                                                                                                                                                                                                                    | ** ** | **June 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                                                                                                |       | $                           | 3,500      |                            | $          | — |   |
| 9% senior  secured notes, interest payable semiannually, principal due January 15, 2012,  callable January 15, 2009                                                                                                                                                                           |       | 125,000                     |       | 125,000                         |       |
| 12 3⁄4 % senior  subordinated notes, non-cash interest will accrue at an annual rate of 12 3⁄4 %  in the form of increase accreted value until January 15, 2009. Beginning  January 15, 2009, interest payable semiannually, principal due January 15,  2013, callable January 15, 2009 |       | 54,568                      |       | 51,298                          |       |
| Total long-term  debt                                                                                                                                                                                                                                                                         |       | $                           | 183,068    |                            | $          | 176,298 |   |

 

***Revolving Facility***

The Wells Fargo Foothill, Inc. credit facility (“FoothillFacility”) is secured by substantially all the assets of the Company. Duringthe life of the Foothill Facility, the Company may borrow up to the lesser of(1) $15.0 million less the Letter of Credit Usage, as defined, lessthe Bank Product Reserve, as defined, or (2) the Borrowing Base, asdefined, less the Letter of Credit Usage. At June 30, 2007, $3.5 million wasdrawn under the Foothill Facility.  Accordingly, the availability underthe Foothill Facility at June 30, 2007 was limited to approximately $11.5million.

Under the terms of the Foothill Facility, interestaccrues on the outstanding principal balance at LIBOR plus the LIBOR RateMargin, which is 3.5%, or the Base Rate, as defined, plus the Base Rate Margin,which is 2%.  LIBOR was approximately5.3% and prime was 8.25% at June 30, 2007. The Foothill Facility also containscertain financial and other covenants. These include a minimum trailingtwelve-month Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)of $15,000,000 for the Company and limitations on other indebtedness andcapital expenditures, as defined. The Company was in compliance with thesecovenants at June 30, 2007 and December 31, 2006, respectively.  Theoutstanding balance on the Foothill Facility is a joint and several obligationof the Company.

***SeniorSecured and Senior Subordinated Notes***

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

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

The indentures governing the Notes (the “Indentures”)contain certain customary financial and other covenants, which limit theCompany’s ability to incur additional debt. The Indentures provide that theCompany may not incur additional indebtedness, other than specified types ofindebtedness, unless the Consolidated Coverage Ratio, as defined, on apro-forma basis after the incurrence of the additional indebtedness is at least2.00 to 1.00. As of June 30, 2007, the Company has a Consolidated CoverageRatio that is less than 2.00 to 1.00 and accordingly has incurred $0 of additionalindebtedness as defined.

11

----

**BlackGaming, LLC and Subsidiaries**

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

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

The Indentures also contain other covenants whichlimit the ability of the Issuers and Guarantors, as defined, to pay dividends,redeem stock, or make other distributions, make investments, create certainliens, enter into certain transactions with affiliates, utilize proceeds fromasset sales, transfer or sell assets, issue or sell equity interests ofsubsidiaries and enter into certain mergers and consolidations, as defined inthe Indentures. There are no restrictions related to the transfer of fundsbetween the Issuers, Guarantors and their respective subsidiaries.  The Issuers were in compliance with thesecovenants at June 30, 2007 and December 31, 2006.

The Senior Notes are secured by substantially allexisting and future assets of the Issuers and the Guarantors, as well as theequity interest of the Guarantors and the equity interests of the Black Trustin the Issuers. The Guarantors are all the wholly owned subsidiaries of theIssuers.

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

***Interest Rate Swaps***

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

**7.**              Related PartyTransactions

Virgin RiverFoodmart, Inc., a Nevada corporation, (“Foodmart”) is owned byMr. Black and former shareholders of VRCC.  Participants in theCompany’s slot club program are able to redeem their points for gasoline at theFoodmart.  Foodmart charges the Company the retail amount of gas purchasedwith player points.  Charges associated with the point redemption for gasoline at the Foodmartwere $8,000, $18,000, $14,000 and $32,000 for the three and six months endedJune 30, 2007 and 2006, respectively.

Black & LoBello is a lawfirm managed by the daughter of Mr. Black. The Company retains Black &LoBello as outside legal counsel, and has paid legal fees for legal services inthe amount of $65,000, $167,000, $0 and $82,000 for the three and six monthsended June 30, 2007 and 2006, respectively.

Pursuant to the Indenture, Mr. Black is entitledto a management fee for his management of the Company business of up to 5% ofEBITDA.  The Company expensed $292,000, $583,000, $330,000 and $659,000during the three and six months ended June 30, 2007 and 2006, respectively,associated with this management fee.

Gaming Research is a consultingfirm retained to perform marketing research for the Company.  Theprincipal of Gaming Research is the father of the Company’s chief operatingofficer.  Gaming Research received consulting fees of $31,000, $89,000,$41,000 and $91,000 for the three and six months ended June 30, 2007 and 2006,respectively.

Resorts LLC provided managementand other services to two related parties that manage and operate the homeowners associations of the vacation intervals sold at the property. Included in the accompanying condensed consolidated balance sheet at June 30,2007 and December 31, 2006, is a receivable for $175,000 and $384,000,respectively, related to amounts owed for those services.

12

----

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

*You should read the following discussion and analysistogether with our unaudited condensed consolidated financial statements and theaccompanying notes. This discussion contains forward-looking statements, withinthe meaning of Section 27A of the Securities Act of 1933, as amended, Section21E of the Securities Exchange Act of 1934, as amended, and the PrivateSecurities Litigation Reform Act of 1995, including statements regarding ourexpected financial position, business and financing plans. Some of theforward-looking statements can be identified by the use of forward-lookingterms such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seek,” “intends,”“plans,” “estimates,” “anticipates,” or other comparable terms. Forward-lookingstatements involve inherent risks and uncertainties which could cause actualresults to differ materially from those in the forward-looking statement,including those discussed herein and elsewhere in our Form 10-K for the yearended December 31, 2006, particularly under the heading “Risk Factors.” Wecaution readers not to place undue reliance upon any such forward-lookingstatements, which speak only as of the date made. Unless the context indicatesotherwise, all references to the “Company”, “Black Gaming”, “we”, “us” and “our”refer to Black Gaming, LLC and its direct and indirect wholly ownedsubsidiaries, Virgin River Casino Corporation, RBG, LLC, B & B B, Inc.,Casablanca Resorts, LLC, Oasis Interval Ownership, LLC Oasis IntervalManagement, LLC, Oasis Recreational Properties, Inc. and R. Black, Inc.*

***Overview***

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

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

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

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

13

----

Immediately prior to the Reorganization, VRCC acquired, directly and indirectly,an additional aggregate 11.2% ownership in RBG, LLC (“RBG”) as a result of thefollowing transaction:

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

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

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

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

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

B&BB was formed in December 1989 in connectionwith the construction and development of the Virgin River. B&BB operatesthe hotel casino and owns certain personal property including furniture andfixtures, leasehold improvements and gaming equipment within the casino. VRCCwas formed in July 1988 in connection with the construction of the VirginRiver. VRCC currently owns the land and buildings associated with the VirginRiver as well as the Virgin River Convention Center. VRCC generates income fromrents received from B&BB, which operates the Virgin River.

14

----

The Virgin River Convention Center is currently a non-operatingcasino, which we acquired out of bankruptcy for $6.3 million inNovember 2000. The Virgin River Convention Center has 12,000 square feetof potential gaming space and 210 hotel rooms. We are presently using theproperty as a special events facility and for overflow hotel traffic from ourother properties. We believe that the Virgin River Convention Center gives us acompetitive advantage in the Mesquite market because it allows us theflexibility of opening the casino to meet market demand and to maintain ourmarket share in the future on a cost-effective basis.

In order to offer our customers attractive and modernfacilities, we plan to continue to renovate our facilities and add amenities.In particular, in the future, we plan to (i) construct a permanentconvention and concert space and redesign the center and pool bar at theCasaBlanca; (ii) finish refurbishing and remodeling the casino interior, coffeeshop and lounge at the Virgin River; and (iii) refurbish/remodel the hotelrooms at the Oasis and Virgin River.

***KeyPerformance Indicators***

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

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

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

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

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

15

----

***Financial Highlights of Black Gaming, LLC andSubsidiaries***

**For the three and six months ended June 30, 2007 and2006 (unaudited) (in thousands)**
| ** **                           | ** ** | **Three months ended June 30,** | ** ** | **%**    | ** ** | **Six months ended June 30,** | ** ** | **%**    | ** ** |
|--------------------------------------|------------|-----------------------------------------------------|------------|----------|------------|---------------------------------------------------|------------|----------|------------|
| ** **                           | ** ** | **2007**                                            | ** ** | **2006** | ** ** | **Change**                                        | ** ** | **2007** | ** ** | **2006** | ** ** | **Change** | ** ** |
| Casino revenues                      |       | $                                                   | 27,181     |     | $          | 26,543                                            |       | 2.4      | %          | $ | 56,733 |   | $ | 53,618 |   | 5.8 | % |
| Casino expenses                      |       | 13,144                                              |       | 11,563   |       | 13.7                                              | %          | 26,983   |       | 23,799 |   | 13.4 | % |
| Profit margin                        |       | 51.6                                                | %          | 56.4     | %          | —                                            |       | 52.4     | %          | 55.6 | % | — |   |
|                                 |       |                                                |       |     |       |                                              |       |     |       |   |   |   |   |
| Food and  beverage revenues          |       | $                                                   | 10,737     |     | $          | 10,997                                            |       | (2.4     | )%         | $ | 21,751 |   | $ | 22,243 |   | (2.2 | )% |
| Food and  beverage expenses          |       | 5,857                                               |       | 6,535    |       | (10.4                                             | )%         | 11,821   |       | 13,102 |   | (9.8 | )% |
| Profit margin                        |       | 45.5                                                | %          | 40.6     | %          | —                                            |       | 45.7     | %          | 41.1 | % | — |   |
|                                 |       |                                                |       |     |       |                                              |       |     |       |   |   |   |   |
| Hotel revenues                       |       | $                                                   | 9,453      |     | $          | 9,482                                             |       | (0.3     | )%         | $ | 19,802 |   | $ | 18,768 |   | 5.5 | % |
| Hotel expenses                       |       | 1,687                                               |       | 1,975    |       | (14.6                                             | )%         | 3,199    |       | 4,100 |   | (22.0 | )% |
| Profit margin                        |       | 82.2                                                | %          | 79.2     | %          | —                                            |       | 83.8     | %          | 78.2 | % | — |   |
|                                 |       |                                                |       |     |       |                                              |       |     |       |   |   |   |   |
| Other revenues                       |       | $                                                   | 4,520      |     | $          | 4,853                                             |       | (6.9     | )%         | $ | 9,061 |   | $ | 9,554 |   | (5.2 | )% |
| Other expenses                       |       | 2,686                                               |       | 2,481    |       | 8.3                                               | %          | 5,357    |       | 4,865 |   | 10.1 | % |
|                                 |       |                                                |       |     |       |                                              |       |     |       |   |   |   |   |
| Promotional  allowances              |       | $                                                   | 9,783      |     | $          | 8,750                                             |       | 11.8     | %          | $ | 20,998 |   | $ | 17,369 |   | 20.9 | % |
| Percent of gross  revenues           |       | 18.9                                                | %          | 16.9     | %          | —                                            |       | 19.6     | %          | 16.7 | % | — |   |
|                                 |       |                                                |       |     |       |                                              |       |     |       |   |   |   |   |
| General and  administrative expenses |       | $                                                   | 12,044     |     | $          | 12,456                                            |       | (3.3     | )%         | $ | 24,884 |   | $ | 23,431 |   | 6.2 | % |
| Percent of net revenues              |       | 28.6                                                | %          | 28.9     | %          | —                                            |       | 28.8     | %          | 27.0 | % | — |   |

 

**Three and six months endedJune 30, 2007 compared to the three and six months ended June 30, 2006**

*Consolidated Net Revenues.* Consolidated net revenues decreased by2.4% to $42.1 million for the three months ended June 30, 2007 as compared to$43.1 million for the three months ended June 30, 2006. The decrease wasprimarily due to a $0.6 million increase in casino revenues, offset by a $0.3million decrease in food and beverage revenues, a $0.3 million decrease inother revenues and a $1.0 million increase in promotional allowances.

Consolidated net revenues decreased by 0.5% to $86.3 million for thesix months ended June 30, 2007 as compared to $86.8 million for the sixmonths ended June 30, 2006. The decrease was primarily due to a $3.1 millionincrease in casino revenues, a $1.0 million increase in hotel revenues offsetby a decrease $0.5 million decrease in food and beverage revenues, a $0.5million decrease in other revenues and a $3.6 million increase in promotionalallowances. During the six months ended June 30, 2007, operationswere impacted due to the remodeling of the Virgin River casino interiorand the construction necessary to convert the Oasis coffee shop into a Denny’sRestaurant.

*Consolidated Operating Income.* Consolidated operating income decreasedto $2.4 million for the three months ended June 30, 2007 as compared tooperating income of $3.8 million for the three months ended June 30, 2006.In addition, our operating income margin decreased to 5.7% of net revenues forthe three months ended June 30, 2007 as compared to a margin of 8.8% of netrevenues for the three months ended June 30, 2006.  The main reason for the decrease in operatingincome was primarily due to a decrease in consolidated net revenues of $1.0million, a $1.6 million increase in casino expenses, a $0.2 million increase inother expenses offset by a $0.7 million reductions in food and beverageexpenses, $0.3 million reduction in hotel expenses, a $0.4 million decrease ingeneral and administrative expenses and a slight decrease in depreciation andamortization expenses for the three months ended June 30, 2007 as compared tothe three months ended June 30, 2006.

16

----

Consolidated operating income decreased to $5.7 million for the sixmonths ended June 30, 2007 as compared to operating income of $8.5 millionfor the six months ended June 30, 2006. In addition, our operating incomemargin decreased to 6.6% of net revenues for the six months ended June 30, 2007as compared to a margin of 9.8% of net revenues for the six months ended June30, 2006.  The main reason for thedecrease in operating income was primarily due to a decrease in consolidatednet revenues of $0.5 million, a $3.2 million increase in casino expenses, a$0.5 million increase in other expenses, a $1.5 million increase in general andadministrative expenses offset by a $1.3 million reduction in food and beverageexpenses, a $0.9 million reduction in hotel expenses and a $0.5 million decreasein depreciation and amortization expenses for the six months ended June 30,2007 as compared to the six months ended June 30, 2006.

*Casino.* Casino revenues increased 2.4% to$27.2 million for the three months ended June 30, 2007 as compared to$26.5 million for the three months ended June 30, 2006. The increase incasino revenues was due to the increase in slot revenues, which increased $1.2million between periods, a slight increase in other gaming revenues,specifically in our Keno play offset by a decrease of $0.4 million in tablegames revenues as compared to the same period in the prior year. Casino profitmargin decreased to 51.6% for the three months ended June 30, 2007 as comparedto 56.4% for three months ended June 30, 2006. Casino expenses increased 13.7% to $13.1 million for the three monthsended June 30, 2007 as compared to $11.6 million for the three months endedJune 30, 2006. The increase was attributable to increased taxes and licensefees, which increase with increased gaming revenues, in addition to increasedexpenses attributable to servicing casino guests.

Casino revenues increased 5.8% to $56.7 million for the six monthsended June 30, 2007 as compared to $53.6 million for the six months endedJune 30, 2006. The increase in casino revenues was due to a $3.3 millionincrease in slot revenues in the first six months of 2007 compared to the sameperiod in the prior year and a $0.2 million increase in other gaming revenues,primarily driven by Keno play. Table games revenues decreased $0.4 million forthe six months ended June 30, 2007 as compared to the same period in the prioryear. Casino profit margin decreased to 52.4% for the six months ended June 30,2007 as compared to 55.6% for six months ended June 30, 2006.  Casino expenses increased 13.4% to $27.0million for the six months ended June 30, 2007 as compared to $23.8 million forthe six months ended June 30, 2006. The increase was attributable to increasedtaxes and license fees, which increase with increased gaming revenues, increasedexpenses attributable to servicing casino guests and an increase in salariesand benefits for casino employees.

*Food and Beverage.* Food and beverage revenues decreased by2.4% to $10.7 million for the three months ended June 30, 2007 as compared to$11.0 million for the three months ended June 30, 2006. Revenues decreased duemainly to a reduction in covers caused by construction at the Virgin Rivercasino and other outlets as well as the closure of the Oasis coffee shop whichwe converted into a Denny’s Restaurant. Food and beverage expenses decreased by 10.4% to $5.9 million for thethree months ended June 30, 2007 as compared to $6.5 million for the threemonths ended June 30, 2006.  The decreasein food and beverage expenses was mainly due to a reduction in covers for thequarter due to construction disruptions and the closure of the Oasis coffeeshop.  Food and beverage profit marginincreased to 45.5% for the three months ended June 30, 2007 as compared to40.6% for the three months ended June 30, 2006. The increase in food and beverage profit margin is primarily due toincreased pricing on reduced covers and the closure of the Oasis coffee shopwhich produced lower margins.

Food and beverage revenues decreased by 2.2% to $21.8 million for thesix months ended June 30, 2007 as compared to $22.2 million for the six monthsended June 30, 2006. Revenues decreased due mainly to a reduction in coverscaused by construction at the Virgin River casino and other outlets and theclosure of the Oasis coffee shop.  Foodand beverage expenses decreased by 9.8% to $11.8 million for the six monthsended June 30, 2007 as compared to $13.1 million for the six months ended June30, 2006.  The decrease in food andbeverage expenses was mainly due to a reduction in covers for the period due toconstruction disruptions as well as the closure of the Oasis coffee shop whichwas converted into a Denny’s Restaurant. Food and beverage profit margin increased to 45.7% for the six monthsended June 30, 2007 as compared to 41.1% for the six months ended June 30,2006.  The increase in food and beverageprofit margin is primarily due to increased pricing on reduced covers and theclosure of the Oasis coffee shop which produced lower margins.

*Hotel.* Hotel revenues were $9.5 million for thethree months ended June 30, 2007 and 2006. Hotel expenses decreased 14.6% to $1.7 million for the three monthsended June 30, 2007 compared to $2.0 million for the three months ended June30, 2006 primarily due to a decrease in supplies and other miscellaneous expensesassociated with 

17

----

decreased occupancy. Hotel profit margin increased to82.2% for the three months ended June 30, 2007 from 79.2% in the prior threemonth period ended June 30, 2006.

Hotel revenues increased 5.5% to $19.8 million for the six months endedJune 30, 2007 as compared to $18.8 million for the six months ended June30, 2006. Hotel revenues primarily increased due to increases in ADR on reducedoccupancy.  Hotel expenses decreased22.0% to $3.2 million for the six months ended June 30, 2007 compared to $4.1million for the six months ended June 30, 2006 primarily due to a decrease in suppliesand other miscellaneous expenses associated with decreased occupancy.  As a result of the higher ADR despitedecreased occupancy, hotel profit margin increased to 83.8% for the six monthsended June 30, 2007 from 78.2% in the prior six month period ended June 30,2006.

*Other Revenues.* Other revenues decreased 6.9% to $4.5million for the three months ended June 30, 2007 as compared to$4.9 million for the three months ended June 30, 2006 due mainly to thebulk time share sale that occurred in the prior year that did not occur in thethree month period ended June 30, 2007. Other expenses increased 8.3% to $2.7million for the three months ended June 30, 2007 as compared to $2.5 millionfor the three months ended June 30, 2006 due to professional entertainment feespaid for our concert series and to increased costs associated with ourtimeshare properties.

Other revenues decreased 5.2% to $9.1 million for the six months endedJune 30, 2007 as compared to $9.6 million for the six months ended June30, 2006 due mainly to a bulk time share sale that occurred in the prior yearthat did not occur in the six month period ended June 30, 2007.   Other expenses increased 10.1% to $5.4million for the six months ended June 30, 2007 as compared to $4.9 million forthe six months ended June 30, 2006 due to professional entertainment fees paidfor our concert series and to increased costs associated with our timeshareproperties.

*Promotional Allowances.* Promotional allowances increased by11.8% to $9.8 million for the three months ended June 30, 2007 as comparedto $8.8 million for the three months ended June 30, 2006. As a percent ofgross revenues, promotional allowances increased to 18.9% for the three monthsended June 30, 2007 as compared to 16.9% for the three months ended June 30,2006 primarily due to increased expenses attributable to servicing casinoguests.

Promotional allowances increased by 20.9% to $21.0 million for thesix months ended June 30, 2007 as compared to $17.4 million for the sixmonths ended June 30, 2006. As a percent of gross revenues, promotionalallowances increased to 19.6% for the six months ended June 30, 2007 ascompared to 16.7% for the six months ended June 30, 2006 primarily due toincreased expenses attributable to servicing casino guests.

*General and Administrative (“G&A”).* G&A expenses decreased by 3.3% to $12.0 million for the threemonths ended June 30, 2007 as compared to $12.5 million for the threemonths ended June 30, 2006. As a percent of net revenues, G&A expensesdecreased to 28.6% for the three months ended June 30, 2007 as compared to28.9% for the three months ended June 30, 2006. G&A expenses decreased dueto a decrease in employee awards, reduced advertising and a reduction inprofessional fees for the quarter.

G&A expenses increased by 6.2% to $24.9 million for the sixmonths ended June 30, 2007 as compared to $23.4 million for the six monthsended June 30, 2006. As a percent of net revenues, G&A expenses increasedto 28.8% for the six months ended June 30, 2007 as compared to 27.0% for thesix months ended June 30, 2006. G&A expenses increased due to an increasein property taxes, repair and maintenance and utilities costs.

*Depreciation and Amortization.* Depreciation and amortization expense decreased to $8.3 million for thesix months ended June 30, 2007 compared to $8.8 million for the six monthsended June 30, 2006 due to a reduction in the depreciable asset base.

*Interest Expense.* Interest expense increased to $10.2million for the six months ended June 30, 2007 as compared to $10.0 million forthe six months ended June 30, 2006. The increase was due to an increase inoutstanding debt amounts.

18

----

*Changein Fair Value of Swaps.*The interest rate swaps terminated on June 30, 2006.  During the six months ended June 30, 2006 thechange in fair value of swaps resulted in income of $0.2 million.

*Cumulativeeffect of change in accounting principle.* We adopted the provisions of SFAS 152, “*Accounting for Real Estate Time-Sharing Transactions*.” Theadoption of SFAS 152 resulted in an increase in our allowance for possiblecredit losses of $0.2 million during the six months ended June 30, 2006.

**Liquidity and Capital Resources**

*Cash Flows and CreditFacility*

Our primary sources of liquidity and capital resourceshave been cash flow from operations and our credit facility with Wells FargoFoothill (the “Foothill Facility”).  Asof June 30, 2007 and December 31, 2006, cash and cash equivalents were $11.6million and $11.1 million, respectively.

*Operating Activities*

Cash provided by operating activities for the six months ended June 30,2007 was $8.3 million compared to $10.8 million for the six monthsended June 30, 2006. The $2.5 million decrease was primarily due to a $3.4million decrease in operating income (excluding depreciation and amortizationexpense and other non-cash charges) in addition to changes in operating assetsand liabilities of $1.0 million during the six month period ended June 30, 2007compared to the same period in the prior year.

*Investing Activities*

Cash used in investing activities for the six monthsended June 30, 2007 was $7.4 million compared to $3.9 million for thesix months ended June 30, 2006. The majority of cash used for the period endedJune 30, 2007 was related to the Virgin River casino floor renovations,Casablanca buffet remodel and other exterior hotel improvements, Oasis roomremodels and purchases related to our temporary concert space. For the sixmonths ended June 30, 2006, the majority of cash used in investing activitiesconsisted of capital expenditures for our centralized laundry projects and forthe property management and back office computer systems.

*Financing Activities*

Cash used in financing activities for the six monthsended June 30, 2007 was $0.4 million compared to $5.3 million for thesix months ended June 30, 2006. For the six months ended June 30, 2007,$1.0 million represented a decrease in the bank overdraft balance, $2.4million related to payments on gaming equipment financing, $6.0 million relatedto payments of long term debt and $0.6 million related to change in otherassets.  These financing outflows wereoffset by $9.5 million of borrowings on the Foothill Facility.  For the six months ended June 30, 2006,$0.5 million represented a decrease in the bank overdraft balance,$5.7 million related to payments on long-term debt associated with theFoothill Facility, equipment financing and time share financing and $2.0million related to payments on gaming equipment financing. These financing outflowswere offset by $3.0 million of borrowings on the Foothill Facility.

*ContractualObligations and Commitments for Black Gaming, LLC*

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

**CriticalAccounting Policies**for Black Gaming, LLC

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

19

----

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

The followingtable provides information about our long-term debt at June 30, 2007 (inthousands):
| ** **                                               | ** ** | **Maturity  Date** | ** ** | **Face  Amount** | ** ** | **Carrying  Value** | ** ** | **Estimated  Fair Value** | ** ** |
|----------------------------------------------------------|------------|--------------------|------------|------------------|------------|---------------------|------------|--------------------------------|------------|
|                                                     |       |               |       |             |       |                |       |                           |       |
| 9% senior  secured notes                                 |       | January 2012       |       | $                | 125,000    |                | $          | 125,000                        |       | $ | 129,538 |   |
| 12 3⁄4 % senior  subordinated notes                   |       | January 2013       |       | 66,000           |       | 54,568              |       | 50,820                         |       |
| Revolving credit  facility at an interest rate of 10.25% |       | December 2008      |       | 15,000           |       | 3,500               |       | 3,500                          |       |
| Total                                                    |       |               |       | $                | 206,000    |                | $          | 183,068                        |       | $ | 183,858 |   |

 

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

The following table provides information about our financialinstruments that are sensitive to changes in interest rates (dollars inthousands):
| ** **                                   | ** ** | **As of June 30,** | ** ** |
|----------------------------------------------|------------|-----------------------------------|------------|
| ** **                                   | ** ** | **2007**                          | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** | **Thereafter** | ** ** | **Total** | ** ** |
|                                         |       |                              |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Long-term  debt (including current portion): |       |                              |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed-rate                                   |       | $                                 | —     |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | 191,000 |   | $ | 191,000 |   |
| Average interest  rate                       |       | 10.14                             | %          | 10.21 | % | 10.30 | % | 10.30 | % | 10.30 | % | 10.30 | % | 10.14 | % |
| Variable-rate                                |       | $                                 | 3,500      |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | 3,500 |   |
| Average interest rate                        |       | 10.25                             | %          | — |   | — |   | — |   | — |   | — |   | 10.25 | % |

 

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

20

----

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

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

We evaluated theeffectiveness of our disclosure controls and procedures as of and for the threemonths ended June 30, 2007.  Thisevaluation was done with the participation of our management, including ourChief Executive Officer and Chief Financial Officer.

Disclosure controls andprocedures are controls and other procedures that are designed to ensure thatinformation required to be disclosed by us in the reports that we file orsubmit under the Securities Exchange Act of 1934 are recorded, processed,summarized and reported within the time periods specified in the Securities andExchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controlsand procedures designed to ensure that information required to be disclosed byus in the reports that we file under the Securities Exchange Act of 1934 isaccumulated and communicated to our management, including our Chief ExecutiveOfficer and Chief Financial Officer, as appropriate to allow timely decisionsregarding required disclosure.

## ***Limitations on theEffectiveness of Controls***

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

## ***Conclusions***

Based on this evaluation,our management, with the participation of our Chief Executive Officer and ChiefFinancial Officer, has evaluated our disclosure controls and procedures (asdefined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e))as of June 30, 2007, and has concluded that they are effective.

## ***Changes in InternalControls***

Therewere no changes in our internal controls over financial reporting that occurredduring our last fiscal quarter, *i.e.*,the quarter ended June 30, 2007, that have materially affected, or arereasonably likely to materially affect, our internal controls over financialreporting.

21

----

# **PART II –OTHER INFORMATION**

## **Item1.  Legal Proceedings.**

None.

## **Item1A.  Risk Factors.**

None.

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

None.

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

None.

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

None.

## **Item5.  Other Information.**

None.

## **Item6.  Exhibits.**

| 10.1   |   | Executive Employment Agreement dated May 14, 2007  made by Black Gaming, LLC with Jason Goudie, incorporated by reference to  registrant’s Current Report on Form 8-K, as filed with the Securities and  Exchange Commission on May 17, 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                                                                                                                                                            |

 

22

----

# **SIGNATURES**

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.
| **BLACK GAMING, LLC** | ** **                                               |
|-----------------------|----------------------------------------------------------|
|                  |                                                     |
|                  |                                                     |
| By:                   | /s/ Jason A.  Goudie                                     |   | August 14, 2007 |
|                  | Jason A. Goudie                                          |   |
| * *              | *Chief Financial Officer  (Principle Financial Officer)* | * * |

 

23

----

**EXHIBITINDEX**
| Exhibit    | ** ** | ** **                                                                                                                                                                                                                                        | ** ** | **Page**   |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|
| **Number** | ** ** | **Description**                                                                                                                                                                                                                                   | ** ** | **Number** |
| 10.1       |       | Executive Employment Agreement dated May 14, 2007  made by Black Gaming, LLC with Jason Goudie, incorporated by reference to  registrant’s Current Report on Form 8-K, as filed with the Securities and  Exchange Commission on May 17, 2007 | ** ** | ** ** |
| 31.1       |       | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002                                                                                                                                                                          |       |       |
| 31.2       |       | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002                                                                                                                                                                          |       |       |
| 32.1       |       | Certification pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                           | ** ** | ** ** |
| 32.2       |       | Certification pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                           | ** ** | ** ** |

 

24

----