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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 o
    
    TRANSITION REPORT UNDER 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 No.)
 10777 West Twain Ave., Las Vegas, Nevada 89135  (Address and telephone number of principal executive offices) (Zip Code)
 (702) 318-6888
  Title of each class
    
    Name of each exchange on which registeredNone.
  
   o þ
  o þ
  þ o
  o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-Accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
 PagePART I
    
    
    
    
    2ITEM 1.
    
    BUSINESS
    
    
    2ITEM 1A.
    
    RISK FACTORS
    
    
    11ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
    
    
    27ITEM 2.
    
    PROPERTIES
    
    
    27ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    28ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    28PART II
    
    
    
    
    29ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    29ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    29ITEM 7.
    

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    30ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    38ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    40INDEX TO FINANCIAL STATEMENTS
    
    
    40ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    69ITEM 9A.
    
    CONTROLS AND PROCEDURES
    
    
    69ITEM 9B.
    
    OTHER INFORMATION
    
    
    70PART III
    
    
    
    
    71ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    71ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    72ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    
    
    77ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    77ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    80PART IV
    
    
    
    
    81ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    81SIGNATURES
    
    
    83SIGNATURES
    
    
    84SIGNATURES
    
    
    85SIGNATURES
    
    
    86EXHIBIT INDEX
    
    
    87Exhibit 10.24Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   1




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PART I
 
 ITEM 1.
    
    BUSINESS.
  Forward-looking Statements
  The Company
     2




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Casino Properties
 CasaBlanca Hotel & Casino. ®
 Oasis Hotel & Casino. ® ®
  Virgin River Hotel & Casino. ®
  3




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Virgin River Convention Center.
 Competition
 General.
  Mesquite, Nevada.
  4




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Las Vegas, Nevada.
 West Wendover, Nevada.
 California Gaming Market.
 Employees
  Environmental Matters
   5




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Regulation and Licensing
   
    
    the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with
gaming at any time or in any capacity;
 
    
    the establishment and maintenance of responsible accounting practices and procedures;
 
    
    the maintenance of effective controls over the financial practices of licensees, including the
establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada
Gaming Authorities;
 
    
    the prevention of cheating and fraudulent practices; and
 
    
    providing a source of state and local revenues through taxation and licensing fees.
  6




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7




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
    
    voting on all matters voted on by stockholders;
 
    
    making financial and other inquiries of management of the type normally made by securities analysts
for informational purposes and not to cause a change in its management, policies or operations; and
 
    
    other activities as the Nevada Gaming Commission may determine to be consistent with such investment
intent.
   
    
    pay that person any dividend or interest upon voting securities;
 
    
    allow that person to exercise, directly or indirectly, any voting right conferred through securities
held by that person;
 
    
    pay remuneration in any form to that person for services rendered or otherwise; or
 
    
    fail to pursue all lawful efforts to require the unsuitable person to relinquish his voting securities
for cash at fair market value.
  8




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
    
    pays to the unsuitable person any dividend, interest, or any distribution whatsoever;
 
    
    recognizes any voting right by the unsuitable person in connection with debt securities;
 
    
    pays the unsuitable person remuneration in any form; or
 
    
    makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange,
liquidation or similar transaction.
     
    
    a percentage of the gross revenues received;
 
    
    the number of gaming devices operated; or
 
    
    the number of table games operated.
  9




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Treasury Department Regulations
   Potential Changes in Tax and Regulatory Requirements
  Compliance with Other Laws and Regulations
   10




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ITEM 1A.
    
    RISK FACTORS.
  Risks Related to Our Business
 Geographic Concentration of Properties We are subject to greater risks than a geographically diversified gaming
company.
  
    
    a downturn in local or regional economic conditions;
 
    
    an increase in competition in the surrounding area;
 
    
    inaccessibility to our properties due to road construction or closure of Interstate 15; and
 
    
    natural and other disasters in the surrounding area, including severe weather, flooding, fire, and
other casualty losses.
  Competition We face substantial competition in the gaming industry.
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Dependence on Management We rely on our Chairman of the Board, Chief Executive Officer and President, the loss of whose
services could materially and adversely affect our business.
  Governmental Regulations We face extensive regulation from gaming and other government authorities.
    12




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Gaming Taxes and Fees  If the State of Nevada or Clark County increases gaming taxes and fees, our results of
operations could be adversely affected.
  Concentration of Ownership-O ur Chairman of the Board, Chief Executive Officer and President owns a substantial majority
of the Company and could have interests that conflict with the noteholders.
  Union Efforts to Organize Employees Our business, financial condition, and results of operation may be harmed by union
efforts to organize our employees.
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Factors Beyond Our Control Our business, financial condition and results of operations are dependent in part on a
number of factors that are beyond our control.
  
    
    continued increases in healthcare costs;
 
    
    general economic conditions and economic conditions specific to our primary markets;
 
    
    levels of disposable income of casino customers;
 
    
    increases in transportation costs;
 
    
    local conditions in key gaming markets, including seasonal and weather-related factors;
 
    
    increase in gaming taxes or fees;
 
    
    decline in tourism and travel due to occurrences or threats of terrorism or other destabilizing
events;
 
    
    substantial increases in the cost of electricity, natural gas and other forms of energy;
 
    
    competitive conditions in the gaming industry, including the effect of such conditions on the pricing
of our games and products;
 
    
    the relative popularity of entertainment alternatives to casino gaming that compete for the leisure
dollar;
 
    
    the adoption of additional anti-smoking regulations; and
 
    
    an outbreak or suspicion of an outbreak of an infectious communicable disease.
  Environmental Matters We are subject to environmental laws and potential exposure to environmental liabilities. This
may cause us to incur costs or affect our ability to develop, sell or rent our property or to borrow money where such
property is required to be used as collateral.
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Risks Associated with Construction Projects Expansion and renovation efforts are inherently subject to significant
development and construction risks.
  
    
    the availability of financing and the terms and covenants in our senior credit facility and other
debt;
 
    
    shortages in materials;
 
    
    insufficient public infrastructure improvements or maintenance;
 
    
    shortages of skilled labor or work stoppages;
 
    
    unforeseen construction, scheduling, engineering, environmental or geological problems;
 
    
    weather interference, floods, fires or other casualty losses;
 
    
    the failure to obtain required licenses, permits or approvals;
 
    
    regulatory or private litigation arising out of projects; and
 
    
    unanticipated cost increases and budget overruns.
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Uninsured Losses We may incur losses that are not adequately covered by insurance which may harm our financial
condition and results of operations.
  Recent Economic Developments  Recent instability in the financial markets may have an impact on our business.
  Risks Related to the Notes
 Substantial Debt Our substantial level of debt could adversely affect our financial condition and prevent us from
fulfilling our obligations under the notes and our other debt.
   
    
    make it more difficult for us to satisfy our obligations under our outstanding notes and our other
debt;
 
    
    result in an event of default if we fail to satisfy our obligations under our outstanding notes or our
other debt or fail to comply with the financial and other restrictive covenants contained in the
indentures or our senior secured credit facility, which event of default could result in all of our debt
becoming immediately due and payable and could permit our lenders to foreclose on our assets securing
such debt;
  16




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
    
    require us to dedicate a substantial portion of our cash flow from our business operations to pay our
debt, thereby reducing the availability of cash flow to fund working capital, capital expenditures,
development projects, general operational requirements and other purposes;
 
    
    limit our ability to obtain additional financing for working capital, capital expenditures and other
activities;
 
    
    limit our flexibility in planning for, or reacting to, changes in our business and the industry in
which we operate;
 
    
    increase our vulnerability to general adverse economic and industry conditions or a downturn in our
business; and
 
    
    place us at a competitive disadvantage compared to competitors that are not as highly leveraged.
  Ability to Service Debt To service our debt, we will require a significant amount of cash. If we fail to generate
sufficient cash flow from future operations, we may have to refinance all or a portion of our debt or seek to obtain
additional financing.
  Value of Collateral Securing the Senior Secured Notes The fair market value of the collateral securing our Senior
Secured Notes may not be sufficient to pay the amounts owed under our Senior Secured Notes. As a result, holders of
our Senior Secured Notes may not receive full payment following an event of default.
   17




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Lien Subordination of Senior Secured Notes The lien on the collateral securing the Senior Secured Notes is
contractually subordinated pursuant to the intercreditor agreement to the liens securing our senior secured credit
facility and also is subject to the prior claim of purchase money lenders and holders of mechanics liens.
   Limited Ability of Holders of Senior Secured Notes to Exercise Remedies The rights of the trustee and holders of Senior
Secured Notes to exercise remedies under the indenture are limited by an intercreditor agreement between the trustee
and the lenders under our senior secured credit facility.
    19




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Limited Ability of Holders of Senior Secured Notes to Realize on Collateral Gaming laws, bankruptcy laws and other
factors may delay or otherwise impede the trustees ability to foreclose on the collateral securing the Senior Secured
Notes.
       20




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
    
    whether any payments under the notes would be made;
 
    
    whether or when the trustee could foreclose upon or sell the collateral;
 
    
    whether the term or other conditions of the notes or any rights of the holders could be altered in a
bankruptcy case without the trustees or the noteholders consent;
 
    
    whether the trustee or note holders would be able to enforce the noteholders rights against the
guarantors under their guarantees; or
 
    
    whether or to what extent holders of the Senior Secured Notes would be compensated for any delay in
payment or decline in the collaterals value.
  Senior Subordinated Notes Are Unsecured If we fail to meet our payment or other obligations under our secured debt,
including the Senior Secured Notes and our senior secured credit facility, the holders of our secured debt could
foreclose on, and acquire control of, substantially all of our assets.
  Subordination of Senior Subordinated Notes The right to receive payments on the Senior Subordinated Notes or under the
guarantees thereof is subordinated to our senior debt, including the Senior Secured Notes and our senior secured credit
facility.
   21




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Restrictive Covenants The indentures governing the notes and our senior secured credit facility contain covenants that
significantly restrict our operations.
  
    
    pay dividends, redeem stock or make other distributions or restricted payments;
 
    
    incur debt or issue preferred equity interests;
 
    
    make certain investments;
 
    
    create liens;
 
    
    agree to payment restrictions affecting the subsidiary guarantors;
 
    
    consolidate or merge;
 
    
    sell or otherwise transfer or dispose of assets, including equity interests of our restricted
subsidiaries;
 
    
    enter into transactions with our affiliates;
 
    
    designate our subsidiaries as unrestricted subsidiaries; and
 
    
    use the proceeds of permitted sales of our assets.
  
    
    indebtedness evidenced by the notes or refinancing of the notes;
  22




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
    
    indebtedness to finance purchases of furniture, fixture and equipment, or FF&E, so long as the
financing does not exceed $2.5 million for non-gaming FF&E;
 
    
    indebtedness to finance our general liability insurance premium so long as the amount does not exceed
$1.0 million;
 
    
    indebtedness secured by our contracts between us and owners of timeshare interests in our timeshare
units so long as the amount does not exceed $1.0 million; and
 
    
    other indebtedness in an amount not to exceed $1.0 million.
   Ability to Repurchase Notes Our ability to repurchase the notes upon a change of control or an asset sale may be
limited.
    23




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Required Regulatory Redemption Noteholders may be required to be licensed by a gaming authority and, if not so
licensed, their notes will be subject to redemption.
   Fraudulent Transfer Under certain circumstances, a court could cancel the guarantees of our subsidiaries or limit the
obligations of an individual issuer under the notes.
 i.e.
  
    
    the guarantor was insolvent or rendered insolvent by reason of incurring its obligations under its
guarantee or granting a security interest in its assets;
 
    
    the guarantor was engaged in a business or transaction for which its remaining assets constituted
unreasonably small capital; or
 
    
    the guarantor intended to incur, or believed (or reasonably should have believed) that it would incur,
debts beyond its ability to pay as those debts matured.
  24




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No Existing Trading Market for the Notes There is currently no trading market for the notes, and an active trading
market may not develop for the notes. The failure of a market to develop for the notes could affect the liquidity and
value of the notes.
   Original Issue Discount on Senior Subordinated Notes The Senior Subordinated Notes have significant original issue
discount, or OID, for United State federal income tax purposes, and accordingly, United States holders of the Senior
Subordinated Notes will be required to include OID in income in advance of the receipt of cash attributable to such
income.
  Past Breach of Credit Facility Covenants We have breached certain covenants of our previous credit facility.
    26




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Redemption We may choose to redeem the notes at anytime on or after January 15, 2009.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS.
  
 ITEM 2.
    
    PROPERTIES.
  Location and Function(s)
    
    Ownership StructureCasaBlanca Hotel & CasinoMain Site and Improvements
    
    OwnedTimeshare Units
    
    Owned by us and unrelated third partiesTimeshare Unit Land
    
    Owned(1)CasaBlanca Golf Club
    
    Leased(2)Unimproved Land
    
    OwnedOasis Hotel & CasinoMain Site and Improvements
    
    OwnedPalms Golf Course
    
    Nevada Land Owned / Arizona Land Leased(3)Oasis Recreational Facility(4)
    
    OwnedTimeshare Units
    
    Owned by us and unrelated third parties(5)Timeshare Units Land
    
    Owned by us and unrelated third partiesVirgin River Hotel, Casino & BingoMain Site and Improvements
    
    OwnedUnimproved Land
    
    OwnedVirgin River Convention Center Hotel & CasinoMain Site and Improvements
    
    OwnedUnimproved Land
    
    Owned
 
 (1)
    
    We leased the land on which some of our former timeshare units are situated pursuant to a 50-year lease with our
affiliate, MDW Mesquite, LLC. Pursuant to an agreement which became effective December 15, 2004, RBG, LLC and MDW
Mesquite, LLC terminated the lease. See Item 13. Certain Relationships and Related Transactions.(2)
    
    We lease the land on which the golf club is located pursuant to a 99-year lease with River View, LLC that expires
in June 2094.(3)
    
    The Palms Golf Course is located on a 256-acre site in Arizona, of which 180 acres are leased from the State of
Arizona pursuant to a 10-year lease that expires in May 2008. Currently we are in the process of renegotiating
this lease.(4)
    
    The Oasis Recreational Facility consists of a gun club as well as motocross and equestrian facilities in Arizona.(5)
    
    In January 2006, Oasis Interval Ownership, LLC entered into an agreement with Global Exchange Development Corp.
to sell substantially all of the unsold time share intervals at the Oasis Hotel and Casino.  27




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ITEM 3.
    
    LEGAL PROCEEDINGS.
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
   28




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.
  
 ITEM 6.
    
    SELECTED FINANCIAL DATA.
 B & B B, Inc.
 Year ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(dollars in thousands)Statement of Operations Data:Net revenues
    
    
    163,183
    
    
    
    168,230
    
    
    
    162,262
    
    
    
    154,010
    
    
    
    142,642Operating expenses
    
    
    159,781
    
    
    
    161,465
    
    
    
    152,428
    
    
    
    140,898
    
    
    
    132,971Operating income
    
    
    3,402
    
    
    
    6,765
    
    
    
    9,834
    
    
    
    13,112
    
    
    
    9,677Net income (loss)
    
    
    (17,230
    )
    
    
    (12,164
    )
    
    
    (8,414
    )
    
    
    2,859
    
    
    
    2,801Other Financial Data:Depreciation and amortization
    
    
    16,823
    
    
    
    17,274
    
    
    
    12,539
    
    
    
    8,180
    
    
    
    8,485
 As of December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(dollars in thousands)Balance Sheet Data:Cash and cash equivalents
    
    
    9,503
    
    
    
    11,118
    
    
    
    15,632
    
    
    
    17,033
    
    
    
    12,942Total assets
    
    
    194,284
    
    
    
    201,627
    
    
    
    212,944
    
    
    
    205,630
    
    
    
    121,604Total debt and capital leases
    
    
    193,587
    
    
    
    181,954
    
    
    
    182,665
    
    
    
    168,564
    
    
    
    85,122Total Members equity (deficit)
    
    
    (20,679
    )
    
    
    (3,449
    )
    
    
    6,268
    
    
    
    16,465
    
    
    
    16,814
   29




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ITEM 7.
    
    MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  Overview
      30




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
    
    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,
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.
     31




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Key Performance Indicators
        32




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Financial Highlights of Black Gaming, LLC and Subsidiaries
  Year ended
    
    
    %
    
    
    Year ended
    
    
    %December 31,
    
    
    Change
    
    
    December 31,
    
    
    Change2007
    
    
    
    
    
    
    2006
    
    
    2005Casino revenues
    
    
    107,112
    
    
    
    1.3
    %
    
    
    105,762
    
    
    
    97,195
    
    
    
    8.8
    %Casino expenses
    
    
    52,998
    
    
    
    11.7
    %
    
    
    47,444
    
    
    
    45,306
    
    
    
    4.7
    %Profit margin
    
    
    50.5
    %
    
    
    
    
    
    
    55.1
    %
    
    
    53.4
    %Food and Beverage revenues
    
    
    41,342
    
    
    
    (4.2
    %)
    
    
    43,172
    
    
    
    42,086
    
    
    
    2.6
    %Food and Beverage expenses
    
    
    22,205
    
    
    
    (13.6
    %)
    
    
    25,711
    
    
    
    26,404
    
    
    
    (2.6
    )%Profit margin
    
    
    46.3
    %
    
    
    
    
    
    
    40.4
    %
    
    
    37.3
    %Hotel revenues
    
    
    34,278
    
    
    
    (2.2
    %)
    
    
    35,062
    
    
    
    29,481
    
    
    
    18.9
    %Hotel expenses
    
    
    6,298
    
    
    
    (11.2
    %)
    
    
    7,090
    
    
    
    9,610
    
    
    
    (26.2
    %)Profit margin
    
    
    81.6
    %
    
    
    
    
    
    
    79.8
    %
    
    
    67.4
    %Other revenues
    
    
    19,905
    
    
    
    (1.8
    %)
    
    
    20,280
    
    
    
    20,476
    
    
    
    (1.0
    %)Other expenses
    
    
    11,633
    
    
    
    (5.8
    %)
    
    
    12,352
    
    
    
    13,389
    
    
    
    (7.7
    %)Promotional allowances
    
    
    39,454
    
    
    
    9.5
    %
    
    
    36,046
    
    
    
    26,976
    
    
    
    33.6
    %Percent of gross revenues
    
    
    19.5
    %
    
    
    
    
    
    
    17.7
    %
    
    
    14.3
    %General and administrative expenses
    
    
    49,714
    
    
    
    (0.6
    %)
    
    
    50,009
    
    
    
    44,451
    
    
    
    12.5
    %Percent of net revenues
    
    
    30.5
    %
    
    
    
    
    
    
    29.7
    %
    
    
    27.4
    %
 Year 2007 Compared to Year 2006
 Consolidated Net Revenues.
 Consolidated Operating Income.
 Casino.
  33




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Food and Beverage.
 Hotel.
 Other Revenues.
 Promotional Allowances.
 General and Administrative (G&A).
 Depreciation and Amortization.
 Change in Fair Value of Swaps.
  34




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Interest Expense.
 Year 2006 Compared to Year 2005
 Consolidated Net Revenues.
 Consolidated
Operating Income.
 Casino.
 Food and Beverage.
 Hotel.
  35




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Other Revenues.
 Promotional Allowances.
 General and Administrative.
 Depreciation
and Amortization.
 Loss on Disposal of Assets.
 Change in Fair Value of Swaps.
 Interest Expense.
  36




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Liquidity and Capital Resources for Black Gaming, LLC
  Cash Flows
  Operating Activities
   Investing Activities
   Financing Activities
   37




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Capital Expenditures for Black Gaming, LLC
  Off Balance Sheet Arrangements for Black Gaming, LLC.
  Contractual Obligations and Commitments for Black Gaming, LLC.
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 Years(dollars in thousands)Contractual obligations:Long-term debt(1)
    
    $
    200,500
    
    
    $
    9,500
    
    
    $
    
    
    
    $
    125,000
    
    
    $
    66,000Gaming equipment financing
    
    
    1,040
    
    
    
    1,025
    
    
    
    15
    
    
    
    
    
    
    
    Operating leases
    
    
    25,162
    
    
    
    779
    
    
    
    1,225
    
    
    
    408
    
    
    
    22,750Total contractual obligations
    
    $
    226,702
    
    
    $
    11,304
    
    
    $
    1,240
    
    
    $
    125,408
    
    
    $
    88,750
 
 (1)
    
    As of December 31, 2007, we were in compliance with the restrictive covenants of the indentures governing
our notes and our senior secured credit facility. 
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 3 4
  38




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##### Table of Contents



Maturity
    
    Face
    
    
    Carrying
    
    
    EstimatedFairDate
    
    Amount
    
    
    Value
    
    
    Value(in thousands)Senior
secured credit facility at an average interest rate of 8.8%
    
    December 2008
    
    $
    15,000
    
    
    $
    9,500
    
    
    $
    9,5009% Senior Secured Notes
    
    January 2012
    
    
    125,000
    
    
    
    125,000
    
    
    
    130,60012 3/4% Senior Subordinated Notes
    
    January 2013
    
    
    66,000
    
    
    
    58,047
    
    
    
    70,200Total
    
    
    
    
    
    $
    206,000
    
    
    $
    192,547
    
    
    $
    210,300
   As of December 31,2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter
    
    
    Total(dollars in thousands)Long-term debt (including current portion):Fixed-rate
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    125,000
    
    
    $
    66,000
    
    
    $
    191,000Average interest rate
    
    
    10.19
    %
    
    
    10.29
    %
    
    
    10.30
    %
    
    
    10.30
    %
    
    
    10.30
    %
    
    
    10.30
    %
    
    
    10.19
    %Variable-rate
    
    $
    9,500
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    9,500Average interest rate
    
    
    8.8
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.8
    %
   39




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##### Table of Contents



ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 INDEX TO FINANCIAL STATEMENTS
 BLACK GAMING, LLC AND SUBSIDIARIES CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
 December 31, 2007 and 2006 and for Each of the Three Years
in the Period Ended December 31, 2007:
 Report of Independent Registered Public Accounting Firm
    
    
    41Consolidated and Combined Financial Statements:Consolidated Balance Sheets at December 31, 2007 and 2006
    
    
    42Consolidated
and Combined Statements of OperationsFor the years ended
December 31, 2007, 2006 and 2005
    
    
    43Consolidated
and Combined Statements of Members (Deficit) EquityFor the
years ended December 31, 2007, 2006 and 2005
    
    
    44Consolidated
and Combined Statements of Cash FlowsFor the years ended
December 31, 2007, 2006 and 2005
    
    
    45Notes to Consolidated and Combined Financial Statements
    
    
    47
  40




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41




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##### Table of Contents



BLACK GAMING, LLC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
 December 31,2007
    
    
    2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    9,503
    
    
    $
    11,118Accounts receivable, net of allowance of $516 and
$377 for 2007 and 2006, respectively
    
    
    1,986
    
    
    
    2,788Related party receivables
    
    
    327
    
    
    
    384Inventories
    
    
    1,800
    
    
    
    1,748Property held for vacation interval sales
    
    
    336
    
    
    
    420Prepaid expenses
    
    
    4,180
    
    
    
    5,211Current portion of notes receivable
    
    
    150
    
    
    
    349Total current assets
    
    
    18,282
    
    
    
    22,018Property and equipment, net
    
    
    131,480
    
    
    
    130,112Notes receivable, less current portion
    
    
    537
    
    
    
    880Goodwill and other intangible assets, net
    
    
    35,828
    
    
    
    39,294Deferred financing fees
    
    
    6,259
    
    
    
    7,860Other assets
    
    
    1,898
    
    
    
    1,463Total assets
    
    $
    194,284
    
    
    $
    201,627Liabilities and Members DeficitCurrent liabilities:Bank overdraft
    
    $
    821
    
    
    $
    1,770Current portion of gaming equipment financing
    
    
    1,025
    
    
    
    4,933Current portion of long term debt
    
    
    9,500
    
    
    
    Accounts payable
    
    
    2,950
    
    
    
    2,136Accrued liabilities
    
    
    17,605
    
    
    
    19,216Total current liabilities
    
    
    31,901
    
    
    
    28,055Gaming equipment financing, less current portion
    
    
    15
    
    
    
    723Long-term debt, less current portion
    
    
    183,047
    
    
    
    176,298Members deficit
    
    
    (20,679
    )
    
    
    (3,449
    )Total liabilities and membersdeficit
    
    $
    194,284
    
    
    $
    201,627
   42




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##### Table of Contents



BLACK GAMING, LLC. AND SUBSIDIARIES
Consolidated and Combined Statements of Operations
For the Years Ended December 31,
(in thousands)
 Consolidated
    
    
    Consolidated
    
    
    Combined2007
    
    
    2006
    
    
    2005Revenues:Casino
    
    $
    107,112
    
    
    $
    105,762
    
    
    $
    97,195Food and beverage
    
    
    41,342
    
    
    
    43,172
    
    
    
    42,086Hotel
    
    
    34,278
    
    
    
    35,062
    
    
    
    29,481Other
    
    
    19,905
    
    
    
    20,280
    
    
    
    20,476Total revenues
    
    
    202,637
    
    
    
    204,276
    
    
    
    189,238Lesspromotional allowances
    
    
    (39,454
    )
    
    
    (36,046
    )
    
    
    (26,976
    )Net revenues
    
    
    163,183
    
    
    
    168,230
    
    
    
    162,262Operating expenses:Casino
    
    
    52,998
    
    
    
    47,444
    
    
    
    45,306Food and beverage
    
    
    22,205
    
    
    
    25,711
    
    
    
    26,404Hotel
    
    
    6,298
    
    
    
    7,090
    
    
    
    9,610Other
    
    
    11,633
    
    
    
    12,352
    
    
    
    13,389General and administrative
    
    
    49,714
    
    
    
    50,009
    
    
    
    44,451Depreciation and amortization
    
    
    16,823
    
    
    
    17,274
    
    
    
    12,539Impairment of long lived asset
    
    
    
    
    
    
    1,350
    
    
    
    Loss on sale and disposal of assets
    
    
    110
    
    
    
    235
    
    
    
    729Total operating expenses
    
    
    159,781
    
    
    
    161,465
    
    
    
    152,428Operating income
    
    
    3,402
    
    
    
    6,765
    
    
    
    9,834Other (expense) income:Interest expense
    
    
    (20,632
    )
    
    
    (19,808
    )
    
    
    (20,388
    )Change in fair value of interest rate swaps
    
    
    
    
    
    
    195
    
    
    
    1,298Return on investment with MDW LLC
    
    
    
    
    
    
    928
    
    
    
    906Loss before cumulative effect of change in
accounting principle and minority interest
    
    
    (17,230
    )
    
    
    (11,920
    )
    
    
    (8,350
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    (196
    )
    
    
    Loss before minority interest
    
    
    (17,230
    )
    
    
    (12,116
    )
    
    
    (8,350
    )Minority interest
    
    
    
    
    
    
    (48
    )
    
    
    (64
    )Net loss
    
    $
    (17,230
    )
    
    $
    (12,164
    )
    
    $
    (8,414
    )
   43




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##### Table of Contents



BLACK GAMING, LLC. AND SUBSIDIARIES
Consolidated and Combined Statements of Members (Deficit) Equity
For the Years Ended December 31, 2007, 2006 and 2005
(in thousands)
 Total Members(Deficit) EquityBalance, January 1, 2005
    
    $
    16,465Net loss
    
    
    (8,414
    )Members distributions
    
    
    (1,783
    )Balance, December 31, 2005
    
    $
    6,268Net loss
    
    
    (12,164
    )Members contribution
    
    
    2,447Balance, December 31, 2006
    
    $
    (3,449
    )Net loss
    
    
    (17,230
    )Balance, December 31, 2007
    
    $
    (20,679
    )
   44




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##### Table of Contents



BLACK GAMING, LLC. AND SUBSIDIARIES
Consolidated and Combined Statements of Cash Flows
For the Years Ended December 31,
(in thousands)
 Consolidated
    
    
    Consolidated
    
    
    Combined2007
    
    
    2006
    
    
    2005Cash flows from operating activities:Net loss
    
    $
    (17,230
    )
    
    $
    (12,164
    )
    
    $
    (8,414
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    196
    
    
    
    Depreciation and amortization
    
    
    16,823
    
    
    
    17,274
    
    
    
    12,539Minority interest
    
    
    
    
    
    
    48
    
    
    
    64Change in fair value of interest rate swaps
    
    
    
    
    
    
    (195
    )
    
    
    (1,298
    )Loss on sale and disposal of assets
    
    
    110
    
    
    
    235
    
    
    
    729Amortization of deferred financing fees
    
    
    1,601
    
    
    
    1,605
    
    
    
    1,597Accretion of senior subordinated notes
    
    
    6,749
    
    
    
    5,965
    
    
    
    5,266Interest expense on gaming equipment financing
    
    
    5
    
    
    
    76
    
    
    
    565Cost of vacation intervals sales
    
    
    84
    
    
    
    40
    
    
    
    69Impairment of long lived assets
    
    
    
    
    
    
    1,350
    
    
    
    Change in operating assets and liabilities:Accounts and related party receivables, net
    
    
    859
    
    
    
    (3,058
    )
    
    
    (214
    )Inventories
    
    
    (52
    )
    
    
    296
    
    
    
    33Prepaid expenses
    
    
    1,031
    
    
    
    (656
    )
    
    
    (437
    )Notes receivable
    
    
    542
    
    
    
    699
    
    
    
    777Change in other assets
    
    
    (639
    )
    
    
    (188
    )
    
    
    180Accounts payable and accrued liabilities
    
    
    (797
    )
    
    
    1,841
    
    
    
    5,576Net cash provided by operating activities
    
    
    9,086
    
    
    
    13,364
    
    
    
    17,032Cash flows from investing activities:Proceeds received from sale of assets
    
    
    85
    
    
    
    54
    
    
    
    258Capital expenditures
    
    
    (14,461
    )
    
    
    (10,958
    )
    
    
    (12,940
    )Purchase price adjustment
    
    
    
    
    
    
    
    
    
    
    (1,743
    )Purchase of property rights
    
    
    
    
    
    
    (1,100
    )
    
    
    Net cash used in investing activities
    
    
    (14,376
    )
    
    
    (12,004
    )
    
    
    (14,425
    )Cash flows from financing activities:Proceeds from issuance of long-term debt
    
    
    15,500
    
    
    
    5,000
    
    
    
    2,673Payment of gaming equipment financing
    
    
    (4,876
    )
    
    
    (4,308
    )
    
    
    (1,180
    )Payment of long-term debt
    
    
    (6,000
    )
    
    
    (7,788
    )
    
    
    (2,122
    )Increase (decrease) in bank overdraft
    
    
    (949
    )
    
    
    1,222
    
    
    
    (932
    )Payment of obligations under capital lease
    
    
    
    
    
    
    
    
    
    
    (18
    )Payment of financing fees
    
    
    
    
    
    
    
    
    
    
    (646
    )Member distributions
    
    
    
    
    
    
    
    
    
    
    (1,783
    )Net cash provided by (used in) financing activities
    
    
    3,675
    
    
    
    (5,874
    )
    
    
    (4,008
    )Net decrease in cash and cash equivalents
    
    
    (1,615
    )
    
    
    (4,514
    )
    
    
    (1,401
    )Cash and cash equivalents at beginning of year
    
    
    11,118
    
    
    
    15,632
    
    
    
    17,033Cash and cash equivalents at end of year
    
    $
    9,503
    
    
    $
    11,118
    
    
    $
    15,632
   45




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##### Table of Contents



BLACK GAMING, LLC. AND SUBSIDIARIES
Consolidated or Combined Statements of Cash Flows (continued)
For the Years Ended December 31,
(in thousands)
 Consolidated
    
    
    Consolidated
    
    
    Combined2007
    
    
    2006
    
    
    2005Supplemental cash flow disclosure:Cash paid for interest
    
    $
    12,218
    
    
    $
    12,401
    
    
    $
    7,641Noncash investing and financing activities:Acquisition of assets with gaming financing
    
    $
    363
    
    
    $
    335
    
    
    $
    8,974Equity contribution
    
    $
    
    
    
    $
    1,377
    
    
    $
    Exchange of minority interest for equity
    
    $
    
    
    
    $
    1,070
    
    
    $
    
   46




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 1.
    
    Organization and Description of Business and Basis of Presentation
 B & B B, Inc.
   
    
    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,
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.
    47




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 1.
    
    Organization and Description of Business and Basis of Presentation (contd)
   VRCC
    
    $
    (8,633
    )B&BB
    
    
    283$
    (8,350
    )
 2.
    
    Summary of Significant Accounting Policies
 Casino
Revenue and Promotional Allowances
 Year ended
    
    
    Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005Food and beverage
    
    $
    10,786
    
    
    $
    9,798
    
    
    $
    10,095Hotel
    
    
    5,024
    
    
    
    4,795
    
    
    
    3,585Other
    
    
    4,237
    
    
    
    2,681
    
    
    
    1,944$
    20,047
    
    
    $
    17,274
    
    
    $
    15,624
  Vacation Interval Sales
  48




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 2.
    
    Summary of Significant Accounting Policies (contd)
 Cash and Cash Equivalents
 Inventories
 Property Held for Vacation Interval Sales
 Notes and Accounts Receivable Accounting for Real Estate Time-Sharing Transactions Accounting for Real Estate Time-Sharing Transactions
   Fair Value of Financial Instruments
 Property and Equipment
  49




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 2.
    
    Summary of Significant Accounting Policies (contd)
  Buildings
    
    31.5 to 39.5 yearsLand improvements
    
    15 yearsLeasehold improvements
    
    5 to 10 yearsFurniture, fixtures and equipment
    
    5 years
 Accounting for the Impairment or Disposal of Long-lived Assets
 Income Taxes
 Advertising Costs
 Deferred Financing Costs
 Goodwill and Other Intangible Assets
   50




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 2.
    
    Summary of Significant Accounting Policies (contd)
 Interest Rate Swaps Accounting for Derivative Instruments and Hedging Activities
 Use of Estimates
 Players Club Liability Accounting for Points and Certain
Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Free Products or Services to Be Delivered in
the Future
   Self-Insurance Reserves
 Segment Information
  51




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 2.
    
    Summary of Significant Accounting Policies (contd)
  Reclassifications
 Recently Issued Accounting Standards
     52




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 3.
    
    Discontinued Operations
   Year Ended December 31,2007
    
    
    2006
    
    
    2005Operating revenues
    
    $
    2,810
    
    
    $
    3,185
    
    
    $
    3,358Operating expenses
    
    
    2,835
    
    
    
    3,164
    
    
    
    3,597Depreciation and amortization
    
    
    179
    
    
    
    268
    
    
    
    368Interest expense
    
    
    
    
    
    
    
    
    
    
    4Net Loss
    
    $
    (204
    )
    
    $
    (247
    )
    
    $
    (611
    )
  December 31,2007
    
    
    2006ASSETSInventory
    
    $
    120
    
    
    $
    93Prepaid expenses
    
    
    135
    
    
    
    151Property and equipment, net
    
    
    7,889
    
    
    
    8,016Other assets
    
    
    1,100
    
    
    
    1,100Total assets of discontinued operations
    
    $
    9,244
    
    
    $
    9,360LIABILITIESAccounts payable
    
    $
    33
    
    
    $
    31Accrued liabilities
    
    
    181
    
    
    
    221Total liabilities of discontinued operations
    
    $
    214
    
    
    $
    252
  53




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 4.
    
    Property and Equipment
  December 31,2007
    
    
    2006Land
    
    $
    32,812
    
    
    $
    28,122Buildings
    
    
    77,897
    
    
    
    73,768Land and leasehold improvements
    
    
    17,940
    
    
    
    28,656Furniture, fixtures and equipment
    
    
    83,922
    
    
    
    71,571Construction in progress
    
    
    5,325
    
    
    
    3,048217,896
    
    
    
    205,165Less: accumulated depreciation
    
    
    (86,416
    )
    
    
    (75,053
    )Property and equipment, net
    
    $
    131,480
    
    
    $
    130,112
    5.
    
    Notes Receivable
  December 31,2007
    
    
    2006Vacation interval notes receivable
    
    $
    912
    
    
    $
    1,571Allowance for possible credit losses
    
    
    (225
    )
    
    
    (342
    )687
    
    
    
    1,229Less: current portion
    
    
    (150
    )
    
    
    (349
    )Non-current notes receivable
    
    $
    537
    
    
    $
    880
   54




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 5.
    
    Notes Receivable (contd)
  Years ending December 31:2008
    
    $
    2992009
    
    
    2682010
    
    
    2212011
    
    
    1032012
    
    
    21Thereafter
    
    
    912Less: allowance
    
    
    (225
    )$
    687
 6.
    
    Accrued Liabilities
  December 31,2007
    
    
    2006Accrued management fees
    
    $
    863
    
    
    $
    1,231Accrued taxes
    
    
    1,072
    
    
    
    1,367Accrued insurance
    
    
    1,212
    
    
    
    1,638Accrued Slot Program
    
    
    4,299
    
    
    
    2,462Accrued wages, benefits and other personnel costs
    
    
    2,043
    
    
    
    3,374Accrued interest on Senior Notes
    
    
    5,343
    
    
    
    5,191Accrued other
    
    
    2,773
    
    
    
    3,953Total accrued liabilities
    
    $
    17,605
    
    
    $
    19,216
  55




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 7.
    
    Gaming Equipment Financing
   December 31,2007
    
    
    2006Gaming equipment financing to purchase 478 games, no payments for one
year and monthly payments of $251 for 24 months beginning February 2006
    
    $
    248
    
    
    $
    3,139Gaming equipment financing to purchase 68 games, no payments for one
year and monthly payments of $43 for 24 months beginning January 2006
    
    
    43
    
    
    
    534Gaming equipment financing to purchase 70 games, no payments for one
year and monthly payments of $39 for 24 months beginning March 2006
    
    
    38
    
    
    
    550Gaming equipment financing to purchase 80 games, monthly payments of $18 for 36 months
beginning April 2005
    
    
    165
    
    
    
    393Gaming equipment financing to purchase 64 games, no payments for one
year and monthly payments of $26 for 24 months beginning February 2006
    
    
    52
    
    
    
    326Gaming equipment financing to purchase 38 games, monthly payments of $13 for 36 months
beginning April 2005
    
    
    37
    
    
    
    200Gaming equipment financing to purchase 55 games, no payments for one
year and monthly payments of $16 for 24 months beginning January 2006
    
    
    282
    
    
    
    171Gaming equipment financing to purchase 20 games, no payments for one
year and monthly payments of $7 for 36 months beginning April 2005
    
    
    
    
    
    
    87Gaming equipment financing. monthly payments of $3 for 36 months beginning January 2005
    
    
    1
    
    
    
    25Gaming equipment financing to purchase 4 games, monthly payments of $1 for 36 months
beginning April 2005
    
    
    8
    
    
    
    18Gaming equipment financing to purchase 6 games, no payments for one year and monthly
payments of $6 for 24 months beginning February 2007
    
    
    36
    
    
    
    66Gaming equipment financing, monthly payments of $1 for 36 months beginning July 2006
    
    
    18
    
    
    
    29Gaming equipment financing, no payments for 18 months and monthly payments of $1 for
36 months beginning July 2006
    
    
    104
    
    
    
    90Gaming equipment financing, no payments for 36 months and a lump sum payment of $95
due January 2008
    
    
    8
    
    
    
    281,040
    
    
    
    5,656Less: current portion
    
    
    (1,025
    )
    
    
    (4,933
    )Gaming equipment financing, long-term portion
    
    $
    15
    
    
    $
    723
  Years ending December 31:2008
    
    $
    1,0252009
    
    
    152010
    
    
    2011
    
    
    2012
    
    
    Thereafter
    
    
    $
    1,040
  56




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BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 8.
    
    Long-term Debt
  December 31,2007
    
    
    2006Revolving credit facility totaling
$15 million with Wells Fargo
Foothill, Inc. at a margin above
prime or LIBOR, as defined;
collateralized by substantially all
assets of the Company as defined
    
    $
    9,500
    
    
    $
    9% senior secured notes, interest
payable semiannually, principal due
January 15, 2012, callable January
15, 2009
    
    
    125,000
    
    
    
    125,00012 3/4% senior subordinated notes,
non-cash interest will accrue at an
annual rate of 12 3/4% in the
form of increase accreted value
until January 15, 2009. Beginning
July 15, 2009, interest payable
semiannually, principal due January
15, 2013, callable January 15, 2009
    
    
    58,047
    
    
    
    51,298192,547
    
    
    
    176,298Less: current portion
    
    
    (9,500
    )
    
    
    Total long-term debt
    
    $
    183,047
    
    
    $
    176,298
  Years endingDecember 31:2008
    
    
    9,5002009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    125,000Thereafter
    
    
    66,000200,500Less: debt discount
    
    
    (7,953
    )$
    192,547
 Revolving Facility
   57




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 8.
    
    Long-term Debt (contd)
  Senior Secured and Senior Subordinated Notes
 3 4
       58




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 8.
    
    Long-term Debt (contd)
  Interest Rate Swaps
   9.
    
    Related Party Transactions
    59




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 9.
    
    Related Party Transactions (contd)
          60




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 10.
    
    401(k)Plan and Other Benefit Plans
   11.
    
    Commitments and Contingencies
 Operating Leases
     61




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 11.
    
    Commitments and Contingencies (contd)
   Future minimum lease payments under operating leases for the five years subsequent to
    
    Years endingDecember 31, 2007 are as follows (in thousands):
    
    December 31:2008
    
    $
    7792009
    
    
    4092010
    
    
    4082011
    
    
    4082012
    
    
    408Thereafter
    
    
    22,750$
    25,162
  Workers Compensation Claim
 Litigation
 Environmental Matter
  62




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 11.
    
    Commitments and Contingencies (contd)
 Other
 12.
    
    Rental Revenue
   Future minimum lease payments to the Company under operating leases subsequent to
    
    Years endingDecember 31, 2007 are as follows (in thousands):
    
    December 31:2008
    
    $
    2052009
    
    
    2052010
    
    
    1202011
    
    
    782012
    
    
    Thereafter
    
    
    $
    608
  13.
    
    Impairment of Long Lived Assets
  14.
    
    Supplemental Guarantor Condensed Consolidating Financial Statements
   63




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 14.
    
    Supplemental Guarantor Condensed Consolidating Financial Statements (contd)
  15.
    
    Condensed Consolidating Financial Information(in thousands)
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAs of December 31, 2007BALANCE SHEET:Current Assets, including
intercompany accounts
    
    $
    5,257
    
    
    $
    43,001
    
    
    $
    
    
    
    $
    (29,976
    )
    
    $
    18,282Property and equipment, net
    
    
    420
    
    
    
    131,060
    
    
    
    
    
    
    
    
    
    
    
    131,480Goodwill and Other Intangibles
    
    
    
    
    
    
    35,828
    
    
    
    
    
    
    
    
    
    
    
    35,828Other assets excluding
intercompany accounts
    
    
    
    
    
    
    111,812
    
    
    
    
    
    
    
    (103,118
    )
    
    
    8,694$
    5,677
    
    
    $
    321,701
    
    
    $
    
    
    
    $
    (133,094
    )
    
    $
    194,284Current Liabilities,
including intercompany
accounts
    
    $
    8,077
    
    
    $
    53,800
    
    
    $
    
    
    
    $
    (29,976
    )
    
    $
    31,901Long-term debt, less current
portion
    
    
    
    
    
    
    183,047
    
    
    
    
    
    
    
    
    
    
    
    183,047Gaming equipment financing,
less current portion
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    15Members (Deficit) Equity
    
    
    (2,400
    )
    
    
    84,839
    
    
    
    
    
    
    
    (103,118
    )
    
    
    (20,679
    )$
    5,677
    
    
    $
    321,701
    
    
    $
    
    
    
    $
    (133,094
    )
    
    $
    194,284
  64




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BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 15.
    
    Condensed Consolidating Financial Information (contd)(in thousands)
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedFor the year ending December 31, 2007STATEMENT OF OPERATIONSNet Revenues
    
    $
    
    
    
    $
    169,483
    
    
    $
    
    
    
    $
    (6,300
    )
    
    $
    163,183Operating Expenses:Casino
    
    
    
    
    
    
    52,998
    
    
    
    
    
    
    
    
    
    
    
    52,998Food and beverage
    
    
    
    
    
    
    22,205
    
    
    
    
    
    
    
    
    
    
    
    22,205Hotel
    
    
    
    
    
    
    6,298
    
    
    
    
    
    
    
    
    
    
    
    6,298Other
    
    
    
    
    
    
    11,633
    
    
    
    
    
    
    
    
    
    
    
    11,633General and administrative
    
    
    2,377
    
    
    
    53,637
    
    
    
    
    
    
    
    (6,300
    )
    
    
    49,714Depreciation and amortization
    
    
    23
    
    
    
    16,800
    
    
    
    
    
    
    
    
    
    
    
    16,823Impairment of long lived asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gain/loss on disposal of assets
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    110Operating (loss) income
    
    
    (2,400
    )
    
    
    5,802
    
    
    
    
    
    
    
    
    
    
    
    3,402Other Expenses:Return on investment with MDW
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Change in fair value of swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest expense
    
    
    
    
    
    
    (20,632
    )
    
    
    
    
    
    
    
    
    
    
    (20,632
    )Total other expense
    
    
    
    
    
    
    (20,632
    )
    
    
    
    
    
    
    
    
    
    
    (20,632
    )Loss before cumulative change in
accounting principle and minority interest
    
    
    (2,400
    )
    
    
    (14,830
    )
    
    
    
    
    
    
    
    
    
    
    (17,230
    )Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss before minority interest
    
    
    (2,400
    )
    
    
    (14,830
    )
    
    
    
    
    
    
    
    
    
    
    (17,230
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (2,400
    )
    
    $
    (14,830
    )
    
    $
    
    
    
    $
    
    
    
    $
    (17,230
    )STATEMENT OF CASH FLOWSNet cash provided by operating activities
    
    $
    434
    
    
    $
    8,652
    
    
    $
    
    
    
    $
    
    
    
    $
    9,086Net cash used in investing activities
    
    
    (434
    )
    
    
    (13,942
    )
    
    
    
    
    
    
    
    
    
    
    (14,376
    )Net cash provided by financing activities
    
    
    
    
    
    
    3,675
    
    
    
    
    
    
    
    
    
    
    
    3,675
  65




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BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 15.
    
    Condensed Consolidating Financial Information (contd)(in thousands)
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAs of December 31, 2006BALANCE SHEET:Current Assets, including
intercompany accounts
    
    $
    
    
    
    $
    51,686
    
    
    $
    
    
    
    $
    (29,668
    )
    
    $
    22,018Property and equipment, net
    
    
    
    
    
    
    130,112
    
    
    
    
    
    
    
    
    
    
    
    130,112Goodwill and Other Intangibles
    
    
    
    
    
    
    39,294
    
    
    
    
    
    
    
    
    
    
    
    39,294Other assets excluding intercompany
accounts
    
    
    
    
    
    
    113,321
    
    
    
    
    
    
    
    (103,118
    )
    
    
    10,203$
    
    
    
    $
    334,413
    
    
    $
    
    
    
    $
    (132,786
    )
    
    $
    201,627Current Liabilities, including
intercompany accounts
    
    $
    
    
    
    $
    57,723
    
    
    $
    
    
    
    $
    (29,668
    )
    
    $
    28,055Long-term debt, less current portion
    
    
    
    
    
    
    176,298
    
    
    
    
    
    
    
    
    
    
    
    176,298Gaming equipment financing, less
current portion
    
    
    
    
    
    
    723
    
    
    
    
    
    
    
    
    
    
    
    723Members (Deficit) Equity
    
    
    
    
    
    
    99,669
    
    
    
    
    
    
    
    (103,118
    )
    
    
    (3,449
    )$
    
    
    
    $
    334,413
    
    
    $
    
    
    
    $
    (132,786
    )
    
    $
    201,627
  66




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 15.
    
    Condensed Consolidating Financial Information (contd)(in thousands)
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedFor the year ended December 31, 2006STATEMENT OF OPERATIONSNet Revenues
    
    $
    
    
    
    $
    174,530
    
    
    $
    
    
    
    $
    (6,300
    )
    
    $
    168,230Operating Expenses:Casino
    
    
    
    
    
    
    47,444
    
    
    
    
    
    
    
    
    
    
    
    47,444Food and beverage
    
    
    
    
    
    
    25,711
    
    
    
    
    
    
    
    
    
    
    
    25,711Hotel
    
    
    
    
    
    
    7,090
    
    
    
    
    
    
    
    
    
    
    
    7,090Other
    
    
    
    
    
    
    12,352
    
    
    
    
    
    
    
    
    
    
    
    12,352General and administrative
    
    
    
    
    
    
    56,309
    
    
    
    
    
    
    
    (6,300
    )
    
    
    50,009Depreciation and amortization
    
    
    
    
    
    
    17,274
    
    
    
    
    
    
    
    
    
    
    
    17,274Impairment of long lived asset
    
    
    
    
    
    
    1,350
    
    
    
    
    
    
    
    
    
    
    
    1,350Gain/loss on disposal of assets
    
    
    
    
    
    
    235
    
    
    
    
    
    
    
    
    
    
    
    235Operating income
    
    
    
    
    
    
    6,765
    
    
    
    
    
    
    
    
    
    
    
    6,765Other Expenses:Return on investment with MDW
    
    
    
    
    
    
    928
    
    
    
    
    
    
    
    
    
    
    
    928Change in fair value of swaps
    
    
    
    
    
    
    195
    
    
    
    
    
    
    
    
    
    
    
    195Interest expense
    
    
    
    
    
    
    (19,808
    )
    
    
    
    
    
    
    
    
    
    
    (19,808
    )Total other (expense) income
    
    
    
    
    
    
    (18,685
    )
    
    
    
    
    
    
    
    
    
    
    (18,685
    )Loss before cumulative change in
accounting principle and minority
interest
    
    
    
    
    
    
    (11,920
    )
    
    
    
    
    
    
    
    
    
    
    (11,920
    )Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    (196
    )
    
    
    
    
    
    
    
    
    
    
    (196
    )Loss before minority interest
    
    
    
    
    
    
    (12,116
    )
    
    
    
    
    
    
    
    
    
    
    (12,116
    )Minority interest
    
    
    
    
    
    
    (48
    )
    
    
    
    
    
    
    
    
    
    
    (48
    )Net loss
    
    
    
    
    
    
    (12,164
    )
    
    
    
    
    
    
    
    
    
    
    (12,164
    )STATEMENT OF CASH FLOWSNet cash provided by operating activities
    
    $
    
    
    
    $
    13,364
    
    
    $
    
    
    
    $
    
    
    
    $
    13,364Net cash used in investing activities
    
    
    
    
    
    
    (12,004
    )
    
    
    
    
    
    
    
    
    
    
    (12,004
    )Net cash used in financing activities
    
    
    
    
    
    
    (5,874
    )
    
    
    
    
    
    
    
    
    
    
    (5,874
    )
  67




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##### Table of Contents



BLACK GAMING, LLC AND SUBSIDIARIES
Notes to Consolidated and Combined Financial Statements
 15.
    
    Condensed Consolidating Financial Information (contd)(in thousands)
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedFor the year ended December 31, 2005STATEMENT OF OPERATIONSNet Revenues
    
    $
    
    
    
    $
    168,562
    
    
    $
    
    
    
    $
    (6,300
    )
    
    $
    162,262Operating Expenses:Casino
    
    
    
    
    
    
    45,306
    
    
    
    
    
    
    
    
    
    
    
    45,306Food and beverage
    
    
    
    
    
    
    26,404
    
    
    
    
    
    
    
    
    
    
    
    26,404Hotel
    
    
    
    
    
    
    9,610
    
    
    
    
    
    
    
    
    
    
    
    9,610Other
    
    
    
    
    
    
    13,389
    
    
    
    
    
    
    
    
    
    
    
    13,389General and administrative
    
    
    
    
    
    
    50,751
    
    
    
    
    
    
    
    (6,300
    )
    
    
    44,451Depreciation and amortization
    
    
    
    
    
    
    12,539
    
    
    
    
    
    
    
    
    
    
    
    12,539Impairment of long lived asset
    
    
    
    
    
    
    Gain/loss on disposal of assets
    
    
    
    
    
    
    729
    
    
    
    
    
    
    
    
    
    
    
    729Operating income
    
    
    
    
    
    
    9,834
    
    
    
    
    
    
    
    
    
    
    
    9,834Other Expenses:Return on investment with MDW LLC
    
    
    
    
    
    
    906
    
    
    
    
    
    
    
    
    
    
    
    906Change in fair value of swaps
    
    
    
    
    
    
    1,298
    
    
    
    
    
    
    
    
    
    
    
    1,298Interest expense
    
    
    
    
    
    
    (20,388
    )
    
    
    
    
    
    
    
    
    
    
    (20,388
    )Total other expenses
    
    
    
    
    
    
    (18,184
    )
    
    
    
    
    
    
    
    
    
    
    (18,184
    )Loss before cumulative change in
accounting principle and minority interest
    
    
    
    
    
    
    (8,350
    )
    
    
    
    
    
    
    
    
    
    
    (8,350
    )Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss before minority interest
    
    
    
    
    
    
    (8,350
    )
    
    
    
    
    
    
    
    
    
    
    (8,350
    )Minority interest
    
    
    
    
    
    
    (64
    )
    
    
    
    
    
    
    
    
    
    
    (64
    )Net loss
    
    
    
    
    
    
    (8,414
    )
    
    
    
    
    
    
    
    
    
    
    (8,414
    )STATEMENT OF CASH FLOWSNet cash provided by operating activities
    
    $
    
    
    
    $
    17,032
    
    
    $
    
    
    
    $
    
    
    
    $
    17,032Net cash used in investing activities
    
    
    
    
    
    
    (14,425
    )
    
    
    
    
    
    
    
    
    
    
    (14,425
    )Net cash
used in financing activities
    
    
    
    
    
    
    (4,008
    )
    
    
    
    
    
    
    
    
    
    
    (4,008
    )
  68




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls
   Limitations on the Effectiveness of Controls
  Conclusions
   69




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##### Table of Contents



Changes in Internal Controls
 i.e.
 Managements Report on Internal Control Over Financial Reporting
    
 ITEM 9B.
    
    OTHER INFORMATION.
   70




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 Directors and Executive Officers
  Name
    
    Age
    
    Black Gaming, LLCRobert R. Black, Sr.
    
    
    55
    
    
    Majority Member and Sole ManagerSean P. McKay
    
    
    30
    
    
    Chief Accounting Officer
 Robert R. Black, Sr.
 B & B B, Inc. B & B B, Inc. B & B B, Inc.
 Sean P. McKay. B & B B, Inc.
 Key Employees
 Anthony Toti
 Anthony A. George
  71




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##### Table of Contents



Kevin Boyer
 Code of Ethics
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION.
 Compensation Philosophy
   Setting Executive Compensation
  Elements of Compensation
  
    
    Base salary;
    
    Annual bonus and
    
    Long-term incentive compensation.
  72




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Base Salary
  Annual Bonus
   Long-Term Incentive Compensation
  Post-Termination Compensation
   73




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Perquisites and Other Personal Benefits
     74




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##### Table of Contents



Summary Compensation Table
   All OtherSalary
    
    
    Bonus
    
    
    Compensation
    
    
    
    
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    
    
    
    
    ($)Robert S. Black, Sr.
    
    
    2007
    
    
    
    556,500
    
    
    
    
    
    
    
    872,500
    
    
    
    (1),(2)
    
    
    
    1,429,000Chief Executive Officer
    
    
    2006
    
    
    
    525,385
    
    
    
    
    
    
    
    1,078,639
    
    
    
    (3)
    
    
    
    1,604,024Anthony A. George
    
    
    2007
    
    
    
    190,549
    
    
    
    58,076
    
    
    
    40,453
    
    
    
    (4)
    
    
    
    289,078General Manager
    
    
    2006
    
    
    
    188,058
    
    
    
    67,821
    
    
    
    
    
    
    
    
    
    
    
    255,879Sean P. McKay
    
    
    2007
    
    
    
    117,866
    
    
    
    54,733
    
    
    
    
    
    
    
    (5)
    
    
    
    172,598Chief Accounting Officer
    
    
    2006
    
    
    
    107,112
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    127,112Barbara Sunstrum
    
    
    2007
    
    
    
    139,048
    
    
    
    28,253
    
    
    
    
    
    
    
    
    
    
    
    167,301Director of Sales
    
    
    2006
    
    
    
    144,716
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,716Jason Goudie
    
    
    2007
    
    
    
    119,226
    
    
    
    
    
    
    
    
    
    
    
    (6)
    
    
    
    119,226Former Chief Financial Officer
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Curt Mayer
    
    
    2007
    
    
    
    83,985
    
    
    
    100,000
    
    
    
    6,050
    
    
    
    (7)
    
    
    
    190,034Former Chief Financial Officer
    
    
    2006
    
    
    
    231,749
    
    
    
    119,491
    
    
    
    
    
    
    
    
    
    
    
    351,240Jonathan Lowenhar
    
    
    2007
    
    
    
    230,958
    
    
    
    152,515
    
    
    
    308,050
    
    
    
    (8)
    
    
    
    691,523Former Chief Operating Officer
    
    
    2006
    
    
    
    308,009
    
    
    
    172,006
    
    
    
    
    
    
    
    
    
    
    
    480,015Scott DeAngelo
    
    
    2007
    
    
    
    149,824
    
    
    
    63,084
    
    
    
    53,024
    
    
    
    (9)
    
    
    
    265,932Former Vice President of Marketing
    
    
    2006
    
    
    
    194,167
    
    
    
    72,829
    
    
    
    
    
    
    
    
    
    
    
    266,996
 
 (1)
    
    Management fees are paid at the direction of Mr. Black and are accrued quarterly. Pursuant to the terms of the
indentures governing the notes and the agreement governing our senior secured credit facility, so long as no
default has occurred and is continuing, we may pay Mr. Black management fees up to 5% of our consolidated EBITDA
(as that term is defined in the indentures governing the notes and the agreement governing our senior secured
credit facility) for the immediately preceding fiscal year. Mr. Black has advised us that it is his present
intention to charge us and collect management fees in the maximum amount permitted under the indentures and our
senior secured credit facility. In addition to management fees, commencing January 1, 2005, we have paid
Mr. Black a salary at an annualized rate of $556,500. Although Mr. Black has sole authority to set his own
salary, he has advised us that his salary will not exceed industry standards.(2)
    
    Representing $862,500 in management fees, $0 in dividends and distributions paid to Mr. Black by us and $10,000
in perquisites provided to Mr. Black and his wife in the form of compensatory use of hotel rooms, the Company
limousine, golf and spa services, meals and Company tickets for events.(3)
    
    Representing $1,068,639 in management fees, $0 in dividends and distributions paid to Mr. Black by us and $10,000
in perquisites provided to Mr. Black and his wife in the form of compensatory use of hotel rooms, the Company
limousine, golf and spa services, meals and Company tickets for sporting events.(4)
    
    All other compensation represents payment of the 2006 and 2005 LTIP award.(5)
    
    Mr. McKay assumed the
position of Chief Accounting Officer in January 2008. Mr. McKay
served as the Companys Corporate Controller in 2007 and 2006.(6)
    
    In May 2007
Mr. Goudie assumed the position of Chief Financial Officer. In
January 2008 Mr. Goudie resigned the
position of Chief Financial Officer.(7)
    
    Mr. Mayer ceased his employment with the Company as Chief Financial Officer in April 2007.(8)
    
    Mr. Lowenhar ceased his employment with the Company as Chief Operating Officer in September 2007. All other
compensation represents payment of the 2006 and 2005 LTIP award of $6,050 and severance of $302,000.(9)
    
    Mr. DeAngelo ceased his employment with the Company as Vice President of Marketing in September 2007. All other
compensation represents payment of the 2006 and 2005 LTIP award of $3,024 and severance of $50,000.  75




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Employment Agreements and Separation Agreements
   Compensation Committee Interlocks and Insider Participation
  THE FOLLOWING REPORT OF THE MANAGEMENT BOARD SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE
SEC UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY REFERENCE IN ANY
DOCUMENT SO FILED.
 Management Board Compensation Report
  March 27, 2008
    
    MANAGEMENT BOARDRobert R. Black, Sr.
  76




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
  Black Gaming, LLC
 Membership
    
    
    Percent ofTitle of Class
    
    Name and Address of Beneficial Owner(1)
    
    Interest
    
    
    ClassMembership Interest
    
    Robert R. Black, Sr.(2)
    
    
    99.03
    %
    
    
    99.03
    %Membership Interest
    
    Anthony A. George
    
    
    0
    
    
    
    0
    %Membership Interest
    
    Sean P. McKay
    
    
    0
    
    
    
    0
    %Membership Interest
    
    Barbara Sunstrum
    
    
    0
    
    
    
    0
    %Membership Interest
    
    Jason Goudie
    
    
    0
    
    
    
    0
    %Membership Interest
    
    Curt Mayer
    
    
    0
    
    
    
    0
    %Membership Interest
    
    Jonathan Lowenhar
    
    
    0
    
    
    
    0
    %Membership Interest
    
    Scott DeAngelo
    
    
    0
    
    
    
    0
    %Membership Interest
    
    All executive officers and directors as a group (8 persons)
    
    
    99.03
    %
    
    
    99.03
    %
 
 (1)
    
    The address for each individual listed is Black Gaming, LLC, 10777 West Twain Ave., Las Vegas, Nevada
89135.(2)
    
    Owned by Robert R. Black, Sr. as trustee of the Robert R. Black Sr. Gaming Properties Trust u/a/d May 24,
2004. 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 .
 MJB Development
  77




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##### Table of Contents



MDW
 Virgin River Foodmart
  Black & LoBello
 Robert R. Black, Sr.
    78




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##### Table of Contents



R. Black, Inc. 1 ¤ 3 1 ¤ 3
 CasaBlanca Resorts, LLC.
 Gaming Research
 Town Center Drive & 215, LLC
 Policy for Related Party Transactions
   79




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES.
  2007
    
    
    2006Audit fees(1)
    
    $
    344,000
    
    
    $
    354,000Audit-related fees(2)
    
    $
    20,000
    
    
    $
    25,000Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total fees
    
    $
    364,000
    
    
    $
    379,000
 
 (1)
    
    Represents the aggregate fees Ernst & Young LLP billed us in each of the last two fiscal years
for professional services for the audits of our annual financial statements and review of financial
statements included in our reports on Form 10-Q or services that are normally provided by Ernst & Young
LLP in connection with those filings. In the year ended December 31, 2007, we were billed $54,000 in
audit fees related to our quarterly reports and $290,000 related to our annual report. In the year ended
December 31, 2006, we were billed $18,000 quarterly in audit fees related to our quarterly reports, and
$300,000 related to our annual report.(2)
    
    Represents the aggregate fees Ernst & Young LLP billed us in each of the last two fiscal years
for assurance and related services that are reasonably related to the performance of the audit.   80




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (a)
    
    List the following documents filed as part of the report:
 (1)
    
    All financial statements.Included in Item 8. Financial Statements and Supplementary Data above.(2)
    
    Financial Statement Schedules.Schedule II  Valuation and Qualifying Accounts(3)
    
    Exhibit Index.
  (b)
    
    Exhibits.Included as exhibits are the items listed in the Exhibit Index.(c)
    
    Financial Statement SchedulesNot applicable.
  81




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SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
 Balance at
    
    
    Provision for
    
    
    Write-offs,
    
    
    Balance atBeginning of
    
    
    Doubtful
    
    
    net of
    
    
    End ofDescription
    
    Period
    
    
    Accounts
    
    
    Recoveries
    
    
    PeriodAllowance for Doubtful AccountsYear Ended December 31, 2007
    
    $
    719
    
    
    $
    126
    
    
    $
    (104
    )
    
    $
    741Year Ended December 31, 2006
    
    $
    725
    
    
    $
    435
    
    
    $
    (441
    )
    
    $
    719Year Ended December 31, 2005
    
    $
    631
    
    
    $
    129
    
    
    $
    (35
    )
    
    $
    725
  82




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##### Table of Contents



SIGNATURES
  Black Gaming, LLC
(Registrant)Date: March 31, 2008
    By:
    /s/ Robert R. Black, Sr.Robert R. Black, Sr.Its:
    Manager  Signature
    
    Title
    
    Date/s/ Robert R. Black, Sr.

Robert R. Black, Sr.
    
    Manager
(Principal Executive Officer)
    
    March 31, 2008/s/ Sean P. McKay

Sean P. McKay
    
    Chief Accounting Officer
(Principal Financial and Accounting Officer)
    
    March 31, 2008
  83




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##### Table of Contents



SIGNATURES
  Virgin River Casino Corporation
(Registrant)Date: March 31, 2008
    By:
    /s/ Robert R. Black, Sr.Robert R. Black, Sr.Its:
    Chairman of the Board, Chief Executive Officer and President  Signature
    
    Title
    
    Date/s/ Robert R. Black, Sr.

Robert R. Black, Sr.
    
    Chairman of the Board, Chief Executive
Officerand President
(Principal Executive Officer)
    
    March 31, 2008/s/ Sean P. McKay

Sean P. McKay
    
    Chief Accounting Officer
(Principal Financial and Accounting Officer)
    
    March 31, 2008
  84




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##### Table of Contents



SIGNATURES
  RBG, LLC
(Registrant)Date:  March 31, 2008
    By:
    /s/ Robert R. Black, Sr.Robert R. Black, Sr.Its:
    Manager  Signature
    
    Title
    
    Date/s/ Robert R. Black, Sr.

Robert R. Black, Sr.
    
    Manager
(Principal Executive Officer)
    
    March 31, 2008/s/ Sean P. McKay

Sean P. McKay
    
    Chief Accounting Officer
(Principal Financial and Accounting Officer)
    
    March 31, 2008
  85




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##### Table of Contents



SIGNATURES
  B & B B, Inc. 
(Registrant)Date:  March 31, 2008
    By:
    /s/ Robert R. Black, Sr.Robert R. Black, Sr.Its:
    Chairman of the Board, Chief Executive Officer and President  Signature
    
    Title
    
    Date/s/ Robert R. Black, Sr.

Robert R. Black, Sr.
    
    Chairman of the Board, Chief Executive Officer
and President
(Principal Executive Officer)
    
    March 31, 2008/s/ Sean P. McKay

Sean P. McKay
    
    Chief Accounting Officer
(Principal Financial and Accounting Officer)
    
    March 31, 2008
  86




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##### Table of Contents



EXHIBIT INDEX
 Index No.
    
    Description3.1
    
    Articles of Organization of Black Gaming, LLC filed August 4, 2006, incorporated by reference to
registrants Form 10-K, as filed with the Securities and Exchange Commission on April 2, 2007.3.2
    
    Amendment to Articles of Organization of Black Gaming, LLC filed December 15, 2006, incorporated
by reference to registrants Form 10-K, as filed with the Securities and Exchange Commission on
April 2, 2007.3.3
    
    Articles of Incorporation of Virgin River Casino Corporation filed July 1, 1988, incorporated by
reference to registrants Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on March 8, 2005.3.4
    
    Articles of Organization of RBG, LLC filed February 18, 1997, incorporated by reference to
registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.3.5
    
    Articles of Incorporation of B & B B, Inc. filed December 7, 1989, incorporated by reference to
registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.3.6
    
    Articles of Organization of CasaBlanca Resorts, LLC filed February 6, 2001, incorporated by
reference to registrants Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on March 8, 2005.3.7
    
    Articles of Organization of Oasis Interval Ownership, LLC filed May 31, 2001, incorporated by
reference to registrants Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on March 8, 2005.3.8
    
    Articles of Organization of Oasis Interval Management, LLC filed May 31, 2001, incorporated by
reference to registrants Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on March 8, 2005.3.9
    
    Articles of Incorporation of Oasis Recreational Properties, Inc. filed May 23, 2001,
incorporated by reference to registrants Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 8, 2005.3.10
    
    Articles of Incorporation of R. Black, Inc. filed February 19, 1997, incorporated by reference
to registrants Form 10-K, as filed with the Securities and Exchange Commission on April 2,
2007.3.11
    
    Operating Agreement of Black Gaming, LLC adopted December 31, 2006, incorporated by reference to
registrants Form 10-K, as filed with the Securities and Exchange Commission on April 2, 2007.3.12
    
    By-laws of Virgin River Casino Corporation adopted July 14, 1988, incorporated by reference to
registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.3.13
    
    Operating Agreement of RBG, LLC adopted March 17, 1997, incorporated by reference to
registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.
  87




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Index No.
    
    Description3.14
    
    By-laws of B & B B, Inc. adopted December 8, 1989, incorporated by reference to registrants
Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on
March 8, 2005.3.15
    
    Operating Agreement of CasaBlanca Resorts, LLC adopted May 31, 2001, incorporated by reference
to registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.3.16
    
    Operating Agreement of Oasis Interval Ownership, LLC adopted June 13, 2001, incorporated by
reference to registrants Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on March 8, 2005.3.17
    
    Operating Agreement of Oasis Interval Management, LLC adopted June 6, 2001, incorporated by
reference to registrants Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on March 8, 2005.3.18
    
    By-laws of Oasis Recreational Properties, Inc. adopted June 13, 2001, incorporated by reference
to registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.3.19
    
    By-laws of R. Black, Inc. adopted February 19, 1997, incorporated by reference to registrants
Form 10-K, as filed with the Securities and Exchange Commission on April 2, 2007.4.1
    
    Agreement for Purchase and Sale or Redemption of Equity Interests dated November 22, 2004 by and
among James A. Black Gaming Properties Trust, Gary W. Black Gaming Properties Trust, Michael T.
Black Gaming Properties Trust, Jorco, Inc., Marcus A. Hall, James Ritchie and Barry R. Moore,
Robert R. Black, Sr., Virgin River Casino Corporation and B & B B, Inc., incorporated by
reference to registrants Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on March 8, 2005.4.2
    
    Agreement for Purchase and Sale or Redemption of Equity Interests dated December 9, 2004 by and
among Scott M. Nielson, Robert R. Black, Sr. and B & B B, Inc., incorporated by reference to
registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.4.3
    
    Indenture dated as of December 20, 2004 between Virgin River Casino Corporation, RBG, LLC and
B & B B, Inc., certain guarantors and The Bank of New York Trust Company, N.A. relating to
Series A and Series B 9% Senior Secured Notes due 2012, incorporated by reference to
registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.4.4
    
    Indenture dated as of December 20, 2004 between Virgin River Casino Corporation, RBG, LLC and
B & B B, Inc., certain guarantors and The Bank of New York Trust Company, N.A. relating to
Series A and Series B 123/4% Senior Subordinated Discount Notes due 2012, incorporated by
reference to registrants Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on March 8, 2005.4.5
    
    Form of 123/4% Series B Senior Subordinated Discount Notes due 2012 (included as part of Indenture
at Exhibit A), incorporated by reference to registrants Registration Statement on Form S-4, as
filed with the Securities and Exchange Commission on March 8, 2005.
  88




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##### Table of Contents



Index No.
    
    Description4.6
    
    Registration Rights Agreement dated as of December 20, 2004, by and among Virgin River Casino
Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries and Jefferies & Company, Inc.,
incorporated by reference to registrants Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 8, 2005.4.7
    
    Purchase Agreement dated as of December 10, 2004 by and among Virgin River Casino Corporation,
RBG, LLC, B & B B, Inc., certain subsidiaries, certain pledgors and Jefferies & Company, Inc.,
incorporated by reference to registrants Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 8, 2005.4.8
    
    Senior Secured Notes Security Agreement dated December 20, 2004, by and among Virgin River
Casino Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries and The Bank of New York Trust
Company, N.A., as collateral agent, incorporated by reference to registrants Registration
Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005.4.9
    
    Parent Pledge Agreement dated December 20, 2004 by R. Black, Inc. and The Robert R. Black, Sr.
Gaming Properties Trust in favor of The Bank of New York Trust Company, N.A., as collateral
agent, incorporated by reference to registrants Registration Statement on Form S-4, as filed
with the Securities and Exchange Commission on March 8, 2005.4.10
    
    Trademark Security Agreement dated December 20, 2004, by and among Virgin River Casino
Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries and The Bank of New York Trust
Company, N.A., incorporated by reference to registrants Registration Statement on Form S-4, as
filed with the Securities and Exchange Commission on March 8, 2005.4.11
    
    Credit Agreement dated December 20, 2004, by and among Virgin River Casino Corporation, RBG,
LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc. as the arranger and
administrative agent and the other lending parties thereto, incorporated by reference to
registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.4.12
    
    Security Agreement dated December 20, 2004 B & B B, Inc., CasaBlanca Resorts, LLC, Oasis
Interval Management, LLC, Oasis Interval Ownership, LLC, Oasis Recreational Properties, Inc.,
RBG, LLC and Virgin River Casino Corporation and Wells Fargo Foothill, Inc., as agent,
incorporated by reference to registrants Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 8, 2005.4.13
    
    Parent Pledge Agreement dated December 20, 2004 by and among Robert R. Black, Sr., The Robert R.
Black, Sr. Gaming Properties Trust, R. Black, Inc. in favor of Wells Fargo Foothill Inc.,
incorporated by reference to registrants Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 8, 2005.4.14
    
    Trademark Security Agreement dated December 20, 2004 by and among B & B B, Inc., RBG, LLC,
Virgin River Casino Corporation, certain subsidiaries and Wells Fargo Foothill, Inc.,
incorporated by reference to registrants Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 8, 2005.4.15
    
    Bailee Agreement dated December 20, 2004 by and among Wells Fargo Foothill, Inc., The Bank of
New York Trust Company, N.A., Nevada Title Company, Robert R. Black, Sr., R. Black, Inc. and
Virgin River Casino Corporation, incorporated by reference to registrants Registration
Statement on Form S-4, as filed with the Securities and Exchange Commission on March 8, 2005.
  89




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Index No.
    
    Description4.16
    
    Intercompany Subordination Agreement dated December 20, 2004 by and among B & B B, Inc., RBG,
LLC, Virgin River Casino Corporation, certain subsidiaries and Wells Fargo Foothill, Inc.,
incorporated by reference to registrants Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 8, 2005.4.17
    
    Intercreditor and Lien Subordination Agreement dated December 20, 2004 by and among B & B B,
Inc., RBG, LLC, Virgin River Casino Corporation, certain subsidiaries and Wells Fargo Foothill,
Inc., Wells Fargo Foothill, Inc. and The Bank of New York Trust Company, N.A., incorporated by
reference to registrants Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on March 8, 2005.4.18
    
    Leasehold and Fee Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents
(Nevada) dated as of December 20, 2004 and made by Virgin River Casino Corporation, RBG, LLC,
CasaBlanca Resorts, LLC and Oasis Interval Ownership, LLC to Nevada Title Company, as trustee,
for the benefit of The Bank of New York Trust Company, N.A., incorporated by reference to
registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.4.19
    
    Leasehold and Fee Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents
(Arizona) dated as of December 20, 2004 and made by Oasis Recreational Properties, Inc. to
Transnation Title Insurance Company, as trustee, for the benefit of The Bank of New York Trust
Company, N.A., incorporated by reference to registrants Registration Statement on Form S-4, as
filed with the Securities and Exchange Commission on March 8, 2005.4.20
    
    Leasehold and Fee Deed of Trust, Fixture Filing with Assignment of Rents and Leases, and
Security Agreement (Nevada) dated as of December 20, 2004 and made by and from RBG, LLC, Virgin
River Casino Corporation, CasaBlanca Resorts, LLC, B & B B, Inc., and Oasis Interval Ownership,
LLC to Nevada Title Company, as trustee, for the benefit of Wells Fargo Foothill, Inc.,
incorporated by reference to registrants Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 8, 2005.4.21
    
    Leasehold and Fee Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture
Filing (Arizona) dated as of December 20, 2004 and made by and from Oasis Recreational
Properties, Inc. to Transnation Title Insurance Company, as trustee, for the benefit of Wells
Fargo Foothill, Inc., incorporated by reference to registrants Registration Statement on Form
S-4, as filed with the Securities and Exchange Commission on March 8, 2005.4.22
    
    Assignment of Entitlements, Contracts, Rents and Revenues (Nevada) dated December 16, 2004 by
and between Virgin River Casino Corporation, RBG, LLC, CasaBlanca Resorts, LLC, Oasis Interval
Ownership, LLC, B & B B, Inc. and The Bank of New York Trust Company, N.A., incorporated by
reference to registrants Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on March 8, 2005.4.23
    
    Assignment of Entitlements, Contracts, Rents and Revenues (Arizona) dated December 17, 2004 by
and between Oasis Recreational Properties, Inc. and The Bank of New York Trust Company, N.A.,
incorporated by reference to registrants Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 8, 2005.
  90




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Index No.
    
    Description4.24
    
    Assignment of Entitlements, Contracts, Rents and Revenues (Nevada) dated December 20, 2004 and
made by and between Virgin River Casino Corporation, RBG, LLC, CasaBlanca Resorts, LLC, B & B B,
Inc. and Oasis Interval Ownership, LLC and Wells Fargo Foothill, Inc., incorporated by reference
to registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.4.25
    
    Assignment of Entitlements, Contracts, Rents and Revenues (Arizona) dated December 20, 2004 and
made by and between Oasis Recreational Properties, Inc. and Wells Fargo Foothill, Inc.,
incorporated by reference to registrants Registration Statement on Form S-4, as filed with the
Securities and Exchange Commission on March 8, 2005.4.26
    
    Collateral Assignment of Notes and Deeds of Trust dated December 16, 2004 by and between Oasis
Interval Ownership, LLC and The Bank of New York Trust Company, N.A., incorporated by reference
to registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.4.27
    
    Collateral Assignment of Notes and Deeds of Trust dated December 20, 2004 by and between Oasis
Recreational Properties, Inc. and Wells Fargo Foothill, Inc., incorporated by reference to
registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.4.28
    
    Estoppel Certificate Consent and Agreement dated December 20, 2004 by River View Limited
Liability Company and RBG, LLC, for the benefit of The Bank of New York, as collateral agent,
and Wells Fargo Foothill, Inc., as arranger and administrative agent, incorporated by reference
to registrants Registration Statement on Form S-4, as filed with the Securities and Exchange
Commission on March 8, 2005.4.29
    
    Convertible Senior Secured Note Purchase Agreement dated December 20, 2004 by and between R.
Black, Inc., Robert R. Black Sr., Trustee of the Robert R. Black, Sr. Gaming Properties Trust
u/a/d May 24, 2004 and Michael Gaughan, incorporated by reference to registrants Pre-Effective
Amendment No. 1 to Form S-4, as filed with the Securities and Exchange Commission on May 2,
2005.4.30
    
    Convertible Note Pledge Agreement dated December 20, 2004 by and between Robert R. Black Sr.,
Trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24, 2004 and Michael
Gaughan, incorporated by reference to registrants Pre-Effective Amendment No. 1 to Form S-4, as
filed with the Securities and Exchange Commission on May 2, 2005.4.31
    
    Convertible Promissory Note dated December 20, 2004 made by R. Black, Inc. in favor of Michael
J. Gaughan, incorporated by reference to registrants Pre-Effective Amendment No. 1 to Form S-4,
as filed with the Securities and Exchange Commission on May 2, 2005.10.1
    
    Letter dated November 12, 2004 between Curt C. Mayer and Robert R. Black, Sr. regarding
employment of Mr. Mayer by B& BB Inc., Virgin River Casino Corporation, Inc. and RBG, LLC,
incorporated by reference to registrants Pre-Effective Amendment No. 2 to Form S-4, as filed
with the Securities and Exchange Commission on May 26, 2005.10.2
    
    Executive Employment Agreement dated April 1, 2005 made by Virgin River Casino Corporation, RBG,
LLC and CasaBlanca Resorts, LLC with Jonathan Lowenhar, incorporated by reference to
registrants Form 10-K/A, as filed with the Securities and Exchange Commission on April 25,
2006.
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Index No.
    
    Description10.3
    
    Lease Buy-Out and Condominium Conversion Management Agreement dated January 24, 2005 by and
between MDW Mesquite, LLC, RBG, LLC and Robert R. Black, Sr., incorporated by reference to
registrants Pre-Effective Amendment No. 1 to Form S-4, as filed with the Securities and
Exchange Commission on May 2, 2005.10.4
    
    Executive Employment Agreement dated January 1, 2006 made by Virgin River Casino Corporation,
RBG, LLC and CasaBlanca Resorts, LLC with Curt Mayer, incorporated by reference to registrants
Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2006.10.5
    
    Black Gaming Long-term Incentive Plan, effective as of October 1, 2006, incorporated by
reference to registrants Form 10-Q, as filed with the Securities and Exchange Commission on
November 14, 2006.10.6
    
    Agreement and Plan of Reorganization dated December 31, 2006, incorporated by reference to
registrants Current Report of Form 8-K, as filed with the Securities and Exchange Commission on
January 3, 2007.10.7
    
    Guarantee for the Senior Secured Notes dated December 31, 2006, incorporated by reference to
registrants Current Report of Form 8-K, as filed with the Securities and Exchange Commission on
January 3, 2007.10.8
    
    Guarantee for the Senior Subordinated Notes dated December 31, 2006, incorporated by reference
to registrants Current Report of Form 8-K, as filed with the Securities and Exchange Commission
on January 3, 2007.10.9
    
    First Supplemental Indenture for the Senior Secured Notes dated December 31, 2006, incorporated
by reference to registrants Current Report of Form 8-K, as filed with the Securities and
Exchange Commission on January 3, 2007.10.10
    
    First Supplemental Indenture for the Senior Subordinated Notes dated December 31, 2006,
incorporated by reference to registrants Current Report of Form 8-K, as filed with the
Securities and Exchange Commission on January 3, 2007.10.11
    
    Joinder to the Registration Rights Agreement dated December 31, 2006, incorporated by reference
to registrants Current Report of Form 8-K, as filed with the Securities and Exchange Commission
on January 3, 2007.10.12
    
    Security Agreement Supplement dated December 31, 2006, incorporated by reference to registrants
Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3,
2007.10.13
    
    Pledged Interests Addendum dated December 31, 2006, incorporated by reference to registrants
Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3,
2007.10.14
    
    Consent by the Bank of New York Trust Company, N.A., dated December 31, 2006, incorporated by
reference to registrants Current Report of Form 8-K, as filed with the Securities and Exchange
Commission on January 3, 2007.10.15
    
    Amended and Restated Parent Pledge Agreement dated December 31, 2006, incorporated by reference
to registrants Current Report of Form 8-K, as filed with the Securities and Exchange Commission
on January 3, 2007.
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Index No.
    
    Description10.16
    
    General Continuing Guaranty dated December 31, 2006, incorporated by reference to registrants
Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3,
2007.10.17
    
    Joinder Agreement and Amendment dated December 31, 2006, incorporated by reference to
registrants Current Report of Form 8-K, as filed with the Securities and Exchange Commission on
January 3, 2007.10.18
    
    Consent by Wells Fargo Foothill, Inc., dated December 31, 2006, incorporated by reference to
registrants Current Report of Form 8-K, as filed with the Securities and Exchange Commission on
January 3, 2007.10.19
    
    Joinder to Bailee Agreement dated December 31, 2006, incorporated by reference to registrants
Current Report of Form 8-K, as filed with the Securities and Exchange Commission on January 3,
2007.10.20
    
    First Amendment to Credit Agreement dated October 26, 2007, by and among Virgin River Casino
Corporation, RBG, LLC, B & B B, Inc., certain subsidiaries, Wells Fargo Foothill, Inc. as the
arranger and administrative agent and the other lending parties thereto, incorporated by
reference to registrants Current Report of Form 8-K, as filed with the Securities and Exchange
Commission on October 31, 2007.10.21
    
    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, 2007.10.22
    
    Separation of Employment Agreement And General Release dated September 28, 2007 made by Black
Gaming, LLC with Jonathan Lowenhar, incorporated by reference to registrants Current Report on
Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2007.10.23
    
    Separation of Employment Agreement And General Release dated September 28, 2007 made by Black
Gaming, LLC with Scott DeAngelo, incorporated by reference to registrants Current Report on
Form 8-K, as filed with the Securities and Exchange Commission on October 1, 2007.10.24
    
    Executive Employment Agreement dated January 7, 2008 made by Black Gaming, LLC with Sean P. McKay21.1
    
    List of Subsidiaries of the Registrant, incorporated by reference to registrants Form 10-K, as
filed with the Securities and Exchange Commission on April 2, 2007.31.1
    
    Certification of Robert R. Black, Sr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Sean P. McKay pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Robert R. Black, Sr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Sean P. McKay pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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