##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 333-123179
 BLACK GAMING, LLC
  Nevada
    
    20-8160036(State or Other Jurisdiction 
of Incorporation or Organization)
    
    (I.R.S. Employer
Identification Number)10777 West Twain Avenue, Las Vegas, NV
    
    89135(Address of Principal Executive Offices)
    
    (Zip Code)
 (702) 318-6888
 þ o
 Yes o No o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(do not check if smaller reporting company)
 o þ




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##### 



PART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS
    
    
    3Condensed Consolidated Balance Sheets-June 30, 2009 (unaudited) and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations (unaudited) for the Three and Six
Months Ended June 30, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows (unaudited) for the Three and Six
Months Ended June 30, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    7ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    
    23ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    32ITEM 4T. CONTROLS AND PROCEDURES
    
    
    33PART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    34ITEM 1A. RISK FACTORS
    
    
    34ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    34ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    34ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    35ITEM 5. OTHER INFORMATION
    
    
    35ITEM 6. EXHIBITS
    
    
    35SIGNATURES
    
    
    36Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 Black Gaming, LLC and Subsidiaries
 Condensed Consolidated Balance Sheets
(in thousands)
 June 30, 2009
    
    
    December 31, 2008(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    17,887
    
    
    $
    11,464Accounts receivable, net
    
    
    765
    
    
    
    1,013Related party receivables
    
    
    192
    
    
    
    460Inventories
    
    
    1,296
    
    
    
    1,529Prepaid expenses
    
    
    3,367
    
    
    
    3,377Current portion of notes receivable
    
    
    226
    
    
    
    261Total current assets
    
    
    23,733
    
    
    
    18,104Property and equipment, net
    
    
    106,153
    
    
    
    111,330Notes receivable, less current portion
    
    
    39
    
    
    
    117Intangible assets, net
    
    
    12,691
    
    
    
    14,177Deferred financing fees
    
    
    4,030
    
    
    
    4,787Other assets
    
    
    1,634
    
    
    
    1,953Total assets
    
    $
    148,280
    
    
    $
    150,468Liabilities and Members DeficitCurrent liabilities:Debt in default
    
    $
    205,758
    
    
    $
    205,519Current portion of gaming equipment financing
    
    
    512
    
    
    
    121Current portion of obligation under capital lease
    
    
    180
    
    
    
    173Accrued interest
    
    
    14,775
    
    
    
    5,336Accounts payable
    
    
    2,017
    
    
    
    2,557Accrued liabilities
    
    
    10,158
    
    
    
    11,748Total current liabilities
    
    
    233,400
    
    
    
    225,454Gaming equipment financing, less current portion
    
    
    69
    
    
    
    125Obligations under capital lease, less current portion
    
    
    63
    
    
    
    155Total liabilities
    
    
    233,532
    
    
    
    225,734Commitments and contingencies (Note 9)Members deficit
    
    
    (85,252
    )
    
    
    (75,266
    )Total liabilities and members deficit
    
    $
    148,280
    
    
    $
    150,468
   3




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Condensed Consolidated Statements of Operations (unaudited)
(in thousands)
 Three Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008Revenues:Casino
    
    $
    16,489
    
    
    $
    21,249
    
    
    $
    34,679
    
    
    $
    45,582Food and beverage
    
    
    6,097
    
    
    
    8,621
    
    
    
    12,189
    
    
    
    18,007Hotel
    
    
    6,031
    
    
    
    7,939
    
    
    
    12,406
    
    
    
    16,044Other
    
    
    3,602
    
    
    
    4,682
    
    
    
    7,277
    
    
    
    10,259Total revenues
    
    
    32,219
    
    
    
    42,491
    
    
    
    66,551
    
    
    
    89,892Lesspromotional allowances
    
    
    (4,895
    )
    
    
    (6,509
    )
    
    
    (11,274
    )
    
    
    (15,356
    )Net revenues
    
    
    27,324
    
    
    
    35,982
    
    
    
    55,277
    
    
    
    74,536Operating expenses:Casino
    
    
    7,947
    
    
    
    10,314
    
    
    
    16,345
    
    
    
    22,025Food and beverage
    
    
    3,893
    
    
    
    6,184
    
    
    
    7,506
    
    
    
    11,674Hotel
    
    
    1,408
    
    
    
    2,178
    
    
    
    2,746
    
    
    
    3,855Other
    
    
    2,063
    
    
    
    2,559
    
    
    
    3,981
    
    
    
    5,010General and administrative
    
    
    6,856
    
    
    
    10,278
    
    
    
    13,932
    
    
    
    20,725Depreciation and amortization
    
    
    3,817
    
    
    
    4,142
    
    
    
    7,685
    
    
    
    8,423Loss on sale and disposal of
assets
    
    
    11
    
    
    
    41
    
    
    
    47
    
    
    
    204Impairment of long lived assets
    
    
    
    
    
    
    2,860
    
    
    
    264
    
    
    
    3,833Goodwill impairment
    
    
    
    
    
    
    12,497
    
    
    
    
    
    
    
    12,497Restructuring costs
    
    
    504
    
    
    
    
    
    
    
    1,461
    
    
    
    Total operating expenses
    
    
    26,499
    
    
    
    51,053
    
    
    
    53,967
    
    
    
    88,246Operating income (loss)
    
    
    825
    
    
    
    (15,071
    )
    
    
    1,310
    
    
    
    (13,710
    )Other expense:Interest expense, net
    
    
    (5,654
    )
    
    
    (5,238
    )
    
    
    (11,296
    )
    
    
    (10,583
    )Net loss
    
    $
    (4,829
    )
    
    $
    (20,309
    )
    
    $
    (9,986
    )
    
    $
    (24,293
    )
   4




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)
 Six Months EndedJune 30, 2009
    
    
    June 30, 2008Cash flows from operating activities:Net loss
    
    $
    (9,986
    )
    
    $
    (24,293
    )Depreciation and amortization
    
    
    7,685
    
    
    
    8,423Loss on sale and disposal of assets
    
    
    47
    
    
    
    204Impairment of long lived assets
    
    
    264
    
    
    
    3,833Goodwill impairment
    
    
    
    
    
    
    12,497Amortization of deferred financing fees
    
    
    757
    
    
    
    801Accretion of senior subordinated notes
    
    
    317
    
    
    
    3,700Interest expense on gaming equipment financing
    
    
    
    
    
    
    4Cost of vacation interval sales
    
    
    
    
    
    
    15Change in operating assets and liabilities:Accounts and related party receivables, net
    
    
    537
    
    
    
    130Inventories
    
    
    233
    
    
    
    (12
    )Prepaid expenses
    
    
    10
    
    
    
    615Notes receivable
    
    
    113
    
    
    
    187Change in other assets
    
    
    110
    
    
    
    (64
    )Accounts payable, accrued liabilities and interest
    
    
    7,288
    
    
    
    (2,505
    )Net cash provided by operating activities
    
    
    7,375
    
    
    
    3,535Cash flows from investing activities:Proceeds received from sale of assets
    
    
    40
    
    
    
    306Capital expenditures
    
    
    (546
    )
    
    
    (675
    )Net cash used in investing activities
    
    
    (506
    )
    
    
    (369
    )Cash flows from financing activities:Proceeds from issuance of debt in default
    
    
    739
    
    
    
    5,000Payment of gaming equipment financing
    
    
    (283
    )
    
    
    (1,325
    )Payment of debt in default
    
    
    (817
    )
    
    
    (8,500
    )Payment of financing costs
    
    
    
    
    
    
    (150
    )Payment of obligations under capital lease
    
    
    (85
    )
    
    
    Increase in bank overdraft
    
    
    
    
    
    
    449Net cash used in financing activities
    
    
    (446
    )
    
    
    (4,526
    )Net increase (decrease) in cash and cash equivalents
    
    
    6,423
    
    
    
    (1,360
    )Cash and cash equivalents at beginning of period
    
    
    11,464
    
    
    
    9,503Cash and cash equivalents at end of period
    
    $
    17,887
    
    
    $
    8,143
   5




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Condensed Consolidated Statements of Cash Flows (unaudited) (continued)
(in thousands)
 Six months endedJune 30, 2009
    
    
    June 30, 2008Supplemental cash flow disclosure:Cash paid for interest
    
    $
    785
    
    
    $
    6,136Noncash investing and financing activities:Acquisition of gaming assets with seller
financing
    
    $
    618
    
    
    $
    817
   6




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited)
 1. Basis of Presentation and Background
    
    
    VRCC received 100 shares of RBI from the Black Trust. The Black Trust
owns 100% of the outstanding shares of VRCC. The 100 shares of RBI
representing 100% of the outstanding capital stock of RBI, was
exchanged for 3.68 shares of VRCC held by the Black Trust,
representing 3.68% of the outstanding capital stock of VRCC. RBI does
not have any material operations, liabilities or assets other than a
5.47% ownership in RBG. The transfer of shares of RBI to VRCC was
accounted for at the historical cost of RBG as RBI and VRCC were under
common control.
    
    VRCC received a 3.8% membership interest in RBG from the Black Trust
in exchange for 2.57 shares of VRCC held by the Black Trust,
representing 2.57% of the outstanding capital stock of VRCC. The
transfer of membership interests of RBG to VRCC was accounted for at
historical cost as the Black Trust and VRCC were under common control.
    
    VRCC received a 1.92% membership interest in RBG from Glenn Teixeira
in exchange for 1.29 shares of VRCC held by the Black Trust,
representing 1.29% of the outstanding capital stock of VRCC. The
acquisition of the membership interests from RBG from Glenn Teixeira
was accounted for at fair value as it was considered an acquisition of
a minority interest of a subsidiary. Based upon an internal analysis
the fair value of Glenn Teixeiras interest approximated book value.
    7




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
 Interim Financial Statements
   Restructuring Costs 
 Recently Issued Accounting Standards 
      8




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Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
     9




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
 2. Property and Equipment
  June 30, 2009
    
    
    December 31, 2008Land
    
    $
    32,812
    
    
    $
    32,812Building
    
    
    77,578
    
    
    
    77,549Land and leasehold improvements
    
    
    13,597
    
    
    
    13,509Furniture and fixtures
    
    
    85,840
    
    
    
    84,825Construction in progress
    
    
    1,072
    
    
    
    1,518210,899
    
    
    
    210,213Less: accumulated depreciation
    
    
    (104,746
    )
    
    
    (98,883
    )Property and equipment, net
    
    $
    106,153
    
    
    $
    111,330
 3. Notes Receivable
  June 30, 2009
    
    
    December 31, 2008Vacation interval notes receivable
    
    $
    490
    
    
    $
    603Allowance for possible credit losses
    
    
    (225
    )
    
    
    (225
    )Total notes receivable
    
    
    265
    
    
    
    378Less: current portion
    
    
    (226
    )
    
    
    (261
    )Non-current notes receivable
    
    $
    39
    
    
    $
    117
  4. Accrued Liabilities
  June 30, 2009
    
    
    December 31, 2008Accrued management fees
    
    $
    819
    
    
    $
    550Accrued taxes
    
    
    525
    
    
    
    730Accrued insurance
    
    
    1,338
    
    
    
    1,376Accrued slot program
    
    
    4,423
    
    
    
    4,168Accrued wages, benefits and other personnel costs
    
    
    2,149
    
    
    
    3,242Accrued other
    
    
    904
    
    
    
    1,682Total accrued liabilities
    
    $
    10,158
    
    
    $
    11,748
  10




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Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
 5. Gaming Equipment Financing
  June 30, 2009
    
    
    December 31, 2008Gaming equipment financing to purchase 6
games, no payments for one year and monthly
payments of $6 for 24 months beginning
February 2007
    
    $
    
    
    
    $
    3Gaming equipment financing, monthly payments
of $1 for 36 months beginning July 2006
    
    
    
    
    
    
    6Gaming equipment financing, no payments for
18 months and monthly payments of $1 for 36
months beginning July 2006
    
    
    
    
    
    
    3Gaming equipment financing, monthly payments
of $1 for 36 months and beginning on July
2006
    
    
    
    
    
    
    3Gaming equipment financing, monthly payments
of $10 for 28 months beginning October 2008
    
    
    179
    
    
    
    231Gaming equipment financing, varying monthly
payments for 11 months with the balance due
on the 12th month beginning March 2009
    
    
    402
    
    
    
    581
    
    
    
    246Less: current portion
    
    
    (512
    )
    
    
    (121
    )Gaming equipment financing, long-term portion
    
    $
    69
    
    
    $
    125
 6. Debt
  June 30, 2009
    
    
    December 31, 2008Revolving credit facility totaling $15
million with Wells Fargo Foothill, due
June 30, 2011, at a margin above prime
or LIBOR, as defined; collateralized
by substantially all assets of the
Company as defined
    
    $
    14,758
    
    
    $
    14,8369% senior secured notes, interest
payable semiannually, principal due
January 15, 2012, callable January 15,
2009
    
    
    125,000
    
    
    
    125,00012 3/4 % senior subordinated notes,
non-cash interest will accrue at an
annual rate of 12 3/4 % in the form of
increased accreted value until January
15, 2009. Beginning July 15, 2009,
interest payable semiannually,
principal due January 15, 2013,
callable January 15, 2009
    
    
    66,000
    
    
    
    65,683205,758
    
    
    
    205,519Less: current portion  debt in default
    
    
    (205,758
    )
    
    
    (205,519
    )Total long-term debt
    
    $
    
    
    
    $
    
 Revolving Facility
   11




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
   1.
    
    The LIBOR Rate Margin was increased to 5% from 3.50%, and the Base Rate Margin
was increased to 5% from 2%. Therefore, the interest rate premium payable in respect of
loans available under the Foothill Facility has been increased accordingly;2.
    
    The minimum EBITDA covenant was reduced from $15.0 million to $10.0 million for
the September 2008 through December 2008 reporting periods;3.
    
    The Borrowing Base multiple was increased from 1.0x to 1.5x from the execution
of the Forbearance Agreement until January 15, 2009;4.
    
    The Company was allowed to temporarily reduce operations at the Oasis Resort &
Casino (Oasis) during the Forbearance Period.
     12




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Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
     Senior Secured and Senior Subordinated Notes
    13




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Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
       7. Related Party Transactions
    14




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
    8. Impairment of Long Lived Assets
 ® ®
 9. Commitments and Contingencies
 Sales and Use Tax on Complimentary Meals
 Environmental Matter
  15




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
 Oasis Hotel and Casino
 10. Subsequent Events
   11. Going Concern
    
  16




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Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
 12. Supplemental Guarantor Condensed Consolidating Financial Statements
   Parent
    
    
    Issuers
    
    
    Guarantor
    
    
    Non-GuarantorBG LLC
    
    
    B&BB
    
    
    RBG
    
    
    VRCC
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAs of June 30, 2009BALANCE SHEET:Current assets,
including intercompany
accounts
    
    $
    4,045
    
    
    $
    27,595
    
    
    $
    33,477
    
    
    $
    6,465
    
    
    $
    14,330
    
    
    $
    
    
    
    $
    (62,179
    )
    
    $
    23,733Property and equipment,
net
    
    
    190
    
    
    
    6,974
    
    
    
    38,612
    
    
    
    32,456
    
    
    
    27,921
    
    
    
    
    
    
    
    
    
    
    
    106,153Intangible assets, net
    
    
    
    
    
    
    5,486
    
    
    
    5,586
    
    
    
    
    
    
    
    1,619
    
    
    
    
    
    
    
    
    
    
    
    12,691Other assets excluding
intercompany accounts
    
    
    
    
    
    
    603
    
    
    
    24,376
    
    
    
    90,706
    
    
    
    1,278
    
    
    
    
    
    
    
    (111,260
    )
    
    
    5,703$
    4,235
    
    
    $
    40,658
    
    
    $
    102,051
    
    
    $
    129,627
    
    
    $
    45,148
    
    
    $
    
    
    
    $
    (173,439
    )
    
    $
    148,280Current liabilities,
including intercompany
accounts
    
    $
    10,753
    
    
    $
    248,630
    
    
    $
    235,407
    
    
    $
    220,853
    
    
    $
    21,002
    
    
    $
    
    
    
    $
    (503,245
    )
    
    $
    233,400Gaming equipment
financing, less current
portion
    
    
    
    
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69Long-term capital lease
obligation
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    63Members (deficit) equity
    
    
    (6,518
    )
    
    
    (208,041
    )
    
    
    (133,390
    )
    
    
    (91,226
    )
    
    
    24,117
    
    
    
    
    
    
    
    329,806
    
    
    
    (85,252
    )$
    4,235
    
    
    $
    40,658
    
    
    $
    102,051
    
    
    $
    129,627
    
    
    $
    45,148
    
    
    $
    
    
    
    $
    (173,439
    )
    
    $
    148,280
  17




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Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
 12. Supplemental Guarantor Condensed Consolidating Financial Statements (continued)
 Parent
    
    
    Issuers
    
    
    Guarantor
    
    
    Non-GuarantorBG LLC
    
    
    B&BB
    
    
    RBG
    
    
    VRCC
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAs of December 31, 2008BALANCE SHEET:Current assets,
including intercompany
accounts
    
    $
    4,957
    
    
    $
    24,191
    
    
    $
    28,875
    
    
    $
    4,071
    
    
    $
    13,140
    
    
    $
    
    
    
    $
    (57,130
    )
    
    $
    18,104Property and equipment,
net
    
    
    214
    
    
    
    7,856
    
    
    
    40,197
    
    
    
    33,208
    
    
    
    29,855
    
    
    
    
    
    
    
    
    
    
    
    111,330Intangible assets, net
    
    
    
    
    
    
    6,140
    
    
    
    6,049
    
    
    
    
    
    
    
    1,988
    
    
    
    
    
    
    
    
    
    
    
    14,177Other assets excluding
intercompany accounts
    
    
    
    
    
    
    811
    
    
    
    26,545
    
    
    
    91,131
    
    
    
    1,463
    
    
    
    
    
    
    
    (113,093
    )
    
    
    6,857$
    5,171
    
    
    $
    38,998
    
    
    $
    101,666
    
    
    $
    128,410
    
    
    $
    46,446
    
    
    $
    
    
    
    $
    (170,223
    )
    
    $
    150,468Current liabilities,
including intercompany
accounts
    
    $
    9,610
    
    
    $
    237,875
    
    
    $
    225,532
    
    
    $
    211,090
    
    
    $
    20,187
    
    
    $
    
    
    
    $
    (478,840
    )
    
    $
    225,454Gaming equipment
financing, less current
portion
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125Long-term capital lease
obligation
    
    
    
    
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    155Members (deficit) equity
    
    
    (4,439
    )
    
    
    (199,002
    )
    
    
    (123,949
    )
    
    
    (82,680
    )
    
    
    26,187
    
    
    
    
    
    
    
    308,617
    
    
    
    (75,266
    )$
    5,171
    
    
    $
    38,998
    
    
    $
    101,666
    
    
    $
    128,410
    
    
    $
    46,446
    
    
    $
    
    
    
    $
    (170,223
    )
    
    $
    150,468
  18




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
 12. Supplemental Guarantor Condensed Consolidating Financial Statements (continued)
 Parent
    
    
    Issuers
    
    
    Guarantor
    
    
    Non-GuarantorBG LLC
    
    
    B&BB
    
    
    RBG
    
    
    VRCC
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedFor the three months ended June 30, 2009STATEMENT OF OPERATIONSNet revenues
    
    $
    
    
    
    $
    12,185
    
    
    $
    13,607
    
    
    $
    1,658
    
    
    $
    1,449
    
    
    $
    
    
    
    $
    (1,575
    )
    
    $
    27,324Operating expenses:Casino
    
    
    
    
    
    
    3,976
    
    
    
    3,771
    
    
    
    
    
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    7,947Food and beverage
    
    
    
    
    
    
    1,761
    
    
    
    2,115
    
    
    
    
    
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    3,893Hotel
    
    
    
    
    
    
    569
    
    
    
    680
    
    
    
    1
    
    
    
    158
    
    
    
    
    
    
    
    
    
    
    
    1,408Other
    
    
    
    
    
    
    339
    
    
    
    1,223
    
    
    
    
    
    
    
    501
    
    
    
    
    
    
    
    
    
    
    
    2,063General and administrative
    
    
    258
    
    
    
    4,176
    
    
    
    3,506
    
    
    
    104
    
    
    
    387
    
    
    
    
    
    
    
    (1,575
    )
    
    
    6,856Depreciation and amortization
    
    
    12
    
    
    
    1,123
    
    
    
    1,268
    
    
    
    376
    
    
    
    1,038
    
    
    
    
    
    
    
    
    
    
    
    3,817Loss on disposal of assets
    
    
    
    
    
    
    8
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11Restructuring costs
    
    
    504
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    504Operating (loss) income
    
    
    (774
    )
    
    
    233
    
    
    
    1,041
    
    
    
    1,177
    
    
    
    (852
    )
    
    
    
    
    
    
    
    
    
    
    825Interest expense, net
    
    
    
    
    
    
    519
    
    
    
    8
    
    
    
    5,124
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    5,654Net (loss) income
    
    $
    (774
    )
    
    $
    (286
    )
    
    $
    1,033
    
    
    $
    (3,947
    )
    
    $
    (855
    )
    
    $
    
    
    
    $
    
    
    
    $
    (4,829
    )STATEMENT OF CASH FLOWSNet cash (used in) provided by
operating activities
    
    $
    (76
    )
    
    $
    2,643
    
    
    $
    (1,481
    )
    
    $
    27
    
    
    $
    105
    
    
    $
    
    
    
    $
    
    
    
    $
    1,218Net cash used in investing activities
    
    
    
    
    
    
    (236
    )
    
    
    (67
    )
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    (306
    )Net cash used in financing activities
    
    
    
    
    
    
    (93
    )
    
    
    (83
    )
    
    
    (27
    )
    
    
    (23
    )
    
    
    
    
    
    
    
    
    
    
    (226
    )
  19




---



##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
 12. Supplemental Guarantor Condensed Consolidating Financial Statements (continued)
 Parent
    
    
    Issuers
    
    
    Guarantor
    
    
    Non-GuarantorBG LLC
    
    
    B&BB
    
    
    RBG
    
    
    VRCC
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedFor the three months ended June 30, 2008STATEMENT OF OPERATIONSNet revenues
    
    $
    
    
    
    $
    10,787
    
    
    $
    13,355
    
    
    $
    1,689
    
    
    $
    11,726
    
    
    $
    
    
    
    $
    (1,575
    )
    
    $
    35,982Operating expenses:Casino
    
    
    
    
    
    
    3,187
    
    
    
    3,739
    
    
    
    
    
    
    
    3,388
    
    
    
    
    
    
    
    
    
    
    
    10,314Food and beverage
    
    
    
    
    
    
    2,148
    
    
    
    2,228
    
    
    
    
    
    
    
    1,808
    
    
    
    
    
    
    
    
    
    
    
    6,184Hotel
    
    
    
    
    
    
    579
    
    
    
    737
    
    
    
    2
    
    
    
    860
    
    
    
    
    
    
    
    
    
    
    
    2,178Other
    
    
    
    
    
    
    396
    
    
    
    1,269
    
    
    
    
    
    
    
    894
    
    
    
    
    
    
    
    
    
    
    
    2,559General and administrative
    
    
    458
    
    
    
    4,034
    
    
    
    3,613
    
    
    
    94
    
    
    
    3,654
    
    
    
    
    
    
    
    (1,575
    )
    
    
    10,278Depreciation and amortization
    
    
    12
    
    
    
    1,158
    
    
    
    1,303
    
    
    
    377
    
    
    
    1,292
    
    
    
    
    
    
    
    
    
    
    
    4,142(Gain) loss on disposal of assets
    
    
    
    
    
    
    (1
    )
    
    
    43
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    41Impairment of long lived asset
    
    
    
    
    
    
    
    
    
    
    2,860
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,860Goodwill impairment
    
    
    
    
    
    
    1,043
    
    
    
    5,727
    
    
    
    
    
    
    
    5,727
    
    
    
    
    
    
    
    
    
    
    
    12,497Operating (loss) income
    
    
    (470
    )
    
    
    (1,757
    )
    
    
    (8,164
    )
    
    
    1,216
    
    
    
    (5,896
    )
    
    
    
    
    
    
    
    
    
    
    (15,071
    )Interest expense, net
    
    
    1
    
    
    
    515
    
    
    
    9
    
    
    
    4,704
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    5,238Net loss
    
    $
    (471
    )
    
    $
    (2,272
    )
    
    $
    (8,173
    )
    
    $
    (3,488
    )
    
    $
    (5,905
    )
    
    $
    
    
    
    $
    
    
    
    $
    (20,309
    )STATEMENT OF CASH FLOWSNet cash (used in) provided by
operating activities
    
    $
    (22
    )
    
    $
    283
    
    
    $
    (2,430
    )
    
    $
    2,562
    
    
    $
    (76
    )
    
    $
    
    
    
    $
    
    
    
    $
    317Net cash provided by (used in)
investing activities
    
    
    22
    
    
    
    (58
    )
    
    
    146
    
    
    
    (3
    )
    
    
    (277
    )
    
    
    
    
    
    
    
    
    
    
    (170
    )Net cash (used in) provided by
financing activities
    
    
    
    
    
    
    (129
    )
    
    
    1,081
    
    
    
    (2,650
    )
    
    
    (103
    )
    
    
    
    
    
    
    
    
    
    
    (1,801
    )
  20




---



##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
 12. Supplemental Guarantor Condensed Consolidating Financial Statements (continued)
 Parent
    
    
    Issuers
    
    
    Guarantor
    
    
    Non-GuarantorBG LLC
    
    
    B&BB
    
    
    RBG
    
    
    VRCC
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedFor the six months
ended June
30, 2009STATEMENT OF
OPERATIONSNet revenues
    
    $
    
    
    
    $
    24,907
    
    
    $
    26,702
    
    
    $
    3,315
    
    
    $
    3,503
    
    
    $
    
    
    
    $
    (3,150
    )
    
    $
    55,277Operating expenses :Casino
    
    
    
    
    
    
    8,203
    
    
    
    7,732
    
    
    
    
    
    
    
    410
    
    
    
    
    
    
    
    
    
    
    
    16,345Food and beverage
    
    
    
    
    
    
    3,488
    
    
    
    3,972
    
    
    
    
    
    
    
    46
    
    
    
    
    
    
    
    
    
    
    
    7,506Hotel
    
    
    
    
    
    
    1,094
    
    
    
    1,257
    
    
    
    2
    
    
    
    393
    
    
    
    
    
    
    
    
    
    
    
    2,746Other
    
    
    
    
    
    
    652
    
    
    
    2,384
    
    
    
    
    
    
    
    945
    
    
    
    
    
    
    
    
    
    
    
    3,981General and administrative
    
    
    594
    
    
    
    8,483
    
    
    
    6,431
    
    
    
    187
    
    
    
    1,387
    
    
    
    
    
    
    
    (3,150
    )
    
    
    13,932Depreciation and amortization
    
    
    24
    
    
    
    2,228
    
    
    
    2,560
    
    
    
    752
    
    
    
    2,121
    
    
    
    
    
    
    
    
    
    
    
    7,685Loss on disposal of assets
    
    
    
    
    
    
    7
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47Impairment of
long lived asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    264
    
    
    
    
    
    
    
    
    
    
    
    264Restructuring costs
    
    
    1,461
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,461Operating (loss) income
    
    
    (2,079
    )
    
    
    752
    
    
    
    2,326
    
    
    
    2,374
    
    
    
    (2,063
    )
    
    
    
    
    
    
    
    
    
    
    1,310Interest expense, net
    
    
    
    
    
    
    1,041
    
    
    
    19
    
    
    
    10,229
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    11,296Net (loss) income
    
    $
    (2,079
    )
    
    $
    (289
    )
    
    $
    2,307
    
    
    $
    (7,855)
    
    
    $
    (2,070
    )
    
    $
    
    
    
    $
    
    
    
    $
    (9,986
    )STATEMENT OF CASH FLOWSNet cash provided by
operating activities
    
    $
    56
    
    
    $
    6,522
    
    
    $
    296
    
    
    $
    79
    
    
    $
    422
    
    
    $
    
    
    
    $
    
    
    
    $
    7,375Net cash used
ininvesting activities
    
    
    
    
    
    
    (334
    )
    
    
    (171
    )
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (506
    )Net cash
used in financing activities
    
    
    
    
    
    
    (171
    )
    
    
    (151
    )
    
    
    (78
    )
    
    
    (46
    )
    
    
    
    
    
    
    
    
    
    
    (446
    )
  21




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##### Table of Contents



Black Gaming, LLC and Subsidiaries
 Notes to Condensed Consolidated Financial Statements (unaudited) (continued)
 12. Supplemental Guarantor Condensed Consolidating Financial Statements (continued)
 Parent
    
    
    Issuers
    
    
    Guarantor
    
    
    Non-GuarantorBG LLC
    
    
    B&BB
    
    
    RBG
    
    
    VRCC
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedFor the six months
ended June
30 2008STATEMENT OF
OPERATIONSNet revenues
    
    $
    
    
    
    $
    22,342
    
    
    $
    27,372
    
    
    $
    3,574
    
    
    $
    24,398
    
    
    $
    
    
    
    $
    (3,150
    )
    
    $
    74,536Operating expenses :Casino
    
    
    
    
    
    
    7,151
    
    
    
    7,920
    
    
    
    
    
    
    
    6,954
    
    
    
    
    
    
    
    
    
    
    
    22,025Food and beverage
    
    
    
    
    
    
    3,908
    
    
    
    4,165
    
    
    
    
    
    
    
    3,601
    
    
    
    
    
    
    
    
    
    
    
    11,674Hotel
    
    
    
    
    
    
    1,083
    
    
    
    1,235
    
    
    
    2
    
    
    
    1,535
    
    
    
    
    
    
    
    
    
    
    
    3,855Other
    
    
    
    
    
    
    689
    
    
    
    2,440
    
    
    
    
    
    
    
    1,881
    
    
    
    
    
    
    
    
    
    
    
    5,010General and administrative
    
    
    929
    
    
    
    8,155
    
    
    
    7,256
    
    
    
    208
    
    
    
    7,327
    
    
    
    
    
    
    
    (3,150
    )
    
    
    20,725Depreciation and amortization
    
    
    25
    
    
    
    2,328
    
    
    
    2,702
    
    
    
    755
    
    
    
    2,613
    
    
    
    
    
    
    
    
    
    
    
    8,423Loss on disposal of assets
    
    
    
    
    
    
    59
    
    
    
    84
    
    
    
    
    
    
    
    61
    
    
    
    
    
    
    
    
    
    
    
    204Impairment of long lived asset
    
    
    
    
    
    
    
    
    
    
    3,833
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,833Goodwill impairment
    
    
    
    
    
    
    1,043
    
    
    
    5,727
    
    
    
    
    
    
    
    5,727
    
    
    
    
    
    
    
    
    
    
    
    12,497Operating (loss) income
    
    
    (954
    )
    
    
    (2,074
    )
    
    
    (7,990
    )
    
    
    2,609
    
    
    
    (5,301
    )
    
    
    
    
    
    
    
    
    
    
    (13,710
    )Interest expense, net
    
    
    2
    
    
    
    1,031
    
    
    
    9
    
    
    
    9,526
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    10,583Net loss
    
    $
    (956
    )
    
    $
    (3,105
    )
    
    $
    (7,999
    )
    
    $
    (6,917
    )
    
    $
    (5,316
    )
    
    $
    
    
    
    $
    
    
    
    $
    (24,293
    )STATEMENT OF CASH FLOWSNet cash provided by
(used in)
operating activities
    
    $
    12
    
    
    $
    470
    
    
    $
    (1,087
    )
    
    $
    3,626
    
    
    $
    514
    
    
    $
    
    
    
    $
    
    
    
    $
    3,535Net cash (used in)
provided by
investting activities
    
    
    (12
    )
    
    
    (89
    )
    
    
    113
    
    
    
    (11
    )
    
    
    (370
    )
    
    
    
    
    
    
    
    
    
    
    (369
    )Net cash used
in financing activities
    
    
    
    
    
    
    (484
    )
    
    
    (46
    )
    
    
    (3,650
    )
    
    
    (346
    )
    
    
    
    
    
    
    
    
    
    
    (4,526
    )
  22




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 You should read the following discussion and analysis together with our unaudited condensed
consolidated financial statements and the accompanying notes. This discussion contains
forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, including statements regarding our expected financial position,
business and financing plans. Some of the forward-looking statements can be identified by the use
of forward-looking terms such as believes, expects, may, will, should, could, seek,
intends, plans, estimates, anticipates, or other comparable terms. Forward-looking
statements involve inherent risks and uncertainties which could cause actual results to differ
materially from those in the forward-looking statement, including those discussed herein and
elsewhere in our Form 10-K for the year ended December 31, 2008, particularly under the heading
Risk Factors. We caution readers not to place undue reliance upon any such forward-looking
statements, which speak only as of the date made. Unless the context indicates otherwise, all
references to the Company, Black Gaming, we, us and our refer to Black Gaming, LLC and
its direct and indirect wholly owned subsidiaries, Virgin River Casino Corporation, RBG, LLC, B & B
B, Inc., Casablanca Resorts, LLC, Oasis Interval Ownership, LLC, Oasis Interval Management, LLC,
Oasis Recreational Properties, Inc. and R. Black, Inc.
 Overview
     23




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##### Table of Contents




    
    VRCC received 100 shares of R. Black, Inc. (RBI) from the Black Trust. The Black Trust
owns 100% of the outstanding shares of VRCC. The 100 shares of RBI, representing 100% of the
outstanding capital stock of RBI, were exchanged for 3.68 shares of VRCC held by the Black
Trust, representing 3.68% of the outstanding capital stock of VRCC. RBI does not have any
material operations, liabilities or assets other than a 5.47% ownership in RBG. The transfer
of shares of RBI to VRCC was accounted for at the historical cost of RBG as RBI and VRCC were
under common control.
    
    VRCC received a 3.8% membership interest in RBG from the Black Trust in exchange for 2.57 shares of VRCC held by the Black Trust, representing 2.57% of the outstanding capital stock of
VRCC. The transfer of membership interests of RBG to VRCC was accounted for at historical cost
as the Black Trust and VRCC were under common control.
    
    VRCC received a 1.92% membership interest in RBG from Glenn Teixeira in exchange for 1.29 shares of VRCC held by the Black Trust, representing 1.29% of the outstanding capital stock of
VRCC. The acquisition of the membership interests in RBG from Glenn Teixeira was accounted for
at fair value as it was considered an acquisition of a minority interest of a subsidiary.
Based upon an internal analysis the fair value of Glenn Teixeiras interest approximated book
value.
      24




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##### Table of Contents



Key Performance Indicators
   Financial Highlights of Black Gaming, LLC and Subsidiaries
   
    
    Weak housing market and significant declines in housing prices and related home equity;
    
    Higher oil and gas prices which impact travel costs;
    
    Weaknesses in employment and increases in unemployment; and
    
    Decreases in equity market value, which impacted many customers
   25




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##### Table of Contents



For the three and six months ended June 30, 2009 and 2008 (unaudited) (in thousands)
 Three months ended June 30,
    
    
    %
    
    
    Six months ended June 30,
    
    
    %2009
    
    
    2008
    
    
    Change
    
    
    2009
    
    
    2008
    
    
    ChangeCasino revenues
    
    $
    16,489
    
    
    $
    21,249
    
    
    
    (22.4
    %)
    
    $
    34,679
    
    
    $
    45,582
    
    
    
    (23.9
    %)Casino expenses
    
    
    7,947
    
    
    
    10,314
    
    
    
    (22.9
    %)
    
    
    16,345
    
    
    
    22,025
    
    
    
    (25.8
    %)Profit margin
    
    
    51.8
    %
    
    
    51.5
    %
    
    
    
    
    
    
    52.9
    %
    
    
    51.7
    %
    
    
    Food and beverage revenues
    
    $
    6,097
    
    
    $
    8,621
    
    
    
    (29.3
    %)
    
    $
    12,189
    
    
    $
    18,007
    
    
    
    (32.3
    %)Food and beverage expenses
    
    
    3,893
    
    
    
    6,184
    
    
    
    (37.0
    %)
    
    
    7,506
    
    
    
    11,674
    
    
    
    (35.7
    %)Profit margin
    
    
    36.1
    %
    
    
    28.3
    %
    
    
    
    
    
    
    38.4
    %
    
    
    35.2
    %
    
    
    Hotel revenues
    
    $
    6,031
    
    
    $
    7,939
    
    
    
    (24.0
    %)
    
    $
    12,406
    
    
    $
    16,044
    
    
    
    (22.7
    %)Hotel expenses
    
    
    1,408
    
    
    
    2,178
    
    
    
    (35.4
    %)
    
    
    2,746
    
    
    
    3,855
    
    
    
    (28.8
    %)Profit margin
    
    
    76.7
    %
    
    
    72.6
    %
    
    
    
    
    
    
    77.9
    %
    
    
    76.0
    %
    
    
    Other revenues
    
    $
    3,602
    
    
    $
    4,682
    
    
    
    (23.1
    %)
    
    $
    7,277
    
    
    $
    10,259
    
    
    
    (29.1
    %)Other expenses
    
    
    2,063
    
    
    
    2,559
    
    
    
    (19.4
    %)
    
    
    3,981
    
    
    
    5,010
    
    
    
    (20.5
    %)Promotional allowances
    
    $
    4,895
    
    
    $
    6,509
    
    
    
    (24.8
    %)
    
    $
    11,274
    
    
    $
    15,356
    
    
    
    (26.6
    %)Percent of gross revenues
    
    
    15.2
    %
    
    
    15.3
    %
    
    
    
    
    
    
    16.9
    %
    
    
    17.1
    %
    
    
    General and
administrative expenses
    
    $
    6,856
    
    
    $
    10,278
    
    
    
    (33.3
    %)
    
    $
    13,932
    
    
    $
    20,725
    
    
    
    (32.8
    %)Percent of net revenues
    
    
    25.1
    %
    
    
    28.6
    %
    
    
    
    
    
    
    25.2
    %
    
    
    27.8
    %
    
    
    
 Three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008
 Consolidated Net Revenues.
  Consolidated Operating Income.
  26




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##### Table of Contents



Casino.
  Food and Beverage.
  Hotel.
  27




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##### Table of Contents



Other Revenues.
  Promotional Allowances.
  General and Administrative (G&A).
  Depreciation and Amortization.
  28




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##### Table of Contents



Restructuring Costs.
  Impairment of Long Lived Assets. ® ®
 Interest Expense.
  Liquidity and Capital Resources
 Default status
 3 4
  29




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##### Table of Contents



Cash Flows and Credit Facility
  Operating Activities
  Investing Activities
  Financing Activities
  Other Liquidity Matters
    30




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##### Table of Contents



Critical Accounting Policies for Black Gaming, LLC
  Recently Issued Accounting Standards
        31




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Maturity
    
    Face
    
    
    Carrying
    
    
    EstimatedDate
    
    Amount
    
    
    Value
    
    
    Fair ValueSenior secured credit facility
at an average interest rate of
9.42%
    
    June 2011
    
    $
    15,000
    
    
    $
    14,758
    
    
    $
    14,7589% senior secured notes
    
    January 2012
    
    
    125,000
    
    
    
    125,000
    
    
    
    12,66312 3/4 % senior subordinated notes
    
    January 2013
    
    
    66,000
    
    
    
    66,000
    
    
    
    1,406Total
    
    
    
    $
    206,000
    
    
    $
    205,758
    
    
    $
    28,827
   Current Portion as of June 30,2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    TotalLong-term debt
(including current
portion):Fixed-rate
    
    $
    191,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    191,000Average interest rate
    
    
    10.30
    %
    
    
    10.30
    %
    
    
    10.30
    %
    
    
    12.48
    %
    
    
    12.75
    %
    
    
    12.75
    %
    
    
    10.55
    %Variable-rate
    
    $
    14,758
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    14,758Average interest rate
    
    
    9.42
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.42
    %
  32




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##### Table of Contents



Item 4T. Controls and Procedures.
 Evaluation of Disclosure Controls
   Limitations on the Effectiveness of Controls
  Conclusions
  Changes in Internal Controls
 i.e.
  33




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  An actual or feared outbreak of highly infectious disease could adversely affect the number of
visitors to our properties and disrupt our operations, resulting in a material adverse effect on
our financial condition, results or operations and cash flows.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
    34




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
 10.1
    
    Description of May 27, 2009 oral amendment to the Executive
Employment Agreement between Black Gaming, LLC and Anthony Toti,
incorporated by reference to registrants Current Report on
Form 8-K, as filed with the Securities and Exchange Commission on
June 2, 2009.31.1
    
    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, Sean P. McKay32.1
    
    Certification pursuant to §906 of the Sarbanes-Oxley Act of 2002, Robert R. Black, Sr.32.2
    
    Certification pursuant to §906 of the Sarbanes-Oxley Act of 2002, Sean P. McKay
  35




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##### Table of Contents



SIGNATURES
  BLACK GAMING, LLCBy:
    
    /s/ Sean P. McKay
    
    August 14, 2009Sean P. McKayChief Accounting Officer(Principal Financial Officer)
  36




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##### Table of Contents



ExhibitNumber
    
    Description10.1
    
    Description of May 27, 2009 oral amendment to the Executive
Employment Agreement between Black Gaming, LLC and Anthony Toti,
incorporated by reference to registrants Current Report on
Form 8-K, as filed with the Securities and Exchange Commission on
June 2, 2009.31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
  37