UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.
20549


________________





FORM
10-K





[X]      ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF


THE SECURITIES EXCHANGE ACT OF
1934





For the Fiscal Year Ended July 31,
2009





OR





[  ]     TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For
the transition period
from                   to


________________





Commission
File Number  000-53407





PLAINFIELD
ENTERPRISES LLC





(Exact name of Registrant as specified
in its charter)





Delaware
            
            26-0787260(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)100
      West Putnam Avenue, Greenwich, CT 06830
              (Address
      of principal executive offices and Zip
Code)





Registrant's
telephone number, including area code: (203) 302–1700





Securities
registered pursuant to Section 12(b) of the Act: None





Securities
registered pursuant to Section 12(g) of the Act: Class A Unit





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No ý





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No ý





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ý No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.  (Check
one):





Large
accelerated filer o     Accelerated
filer oNon-Accelerated filer oSmaller reporting
company ý





(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No ý





As of
November 13, 2009, none of the Registrant's voting or non-voting common
equity was held by non-affiliates.





Documents
Incorporated by Reference: None





Forward
Looking Statements May Prove Inaccurate





Certain
statements in this Form 10-K contain or may contain information that is
forward-looking. When used in this report, the words "expect," "intend,"
"anticipate," "should," "believe," "plan," "estimate," "may," "seek," and
similar expressions are generally intended to identify forward-looking
statements. Actual results may differ materially from those described in the
forward-looking statements and will be affected by a variety of risks and
factors including, but not limited to, the following:





·
            the
      inability of regulated entities and certain members of the Board of
      Managers, officers, key employees and other affiliates of Plainfield
      Enterprises LLC, or the Company, to obtain and maintain gaming licenses or
      permits in jurisdictions where the Company's current or planned business
      or an entity in which the Company invests requires such licenses or
      permits;





·
            the
      limitation, conditioning, revocation or suspension of any such gaming
      licenses or permits;





·
            revocation of
      licenses or permits by regulatory authorities with respect to any member
      of the Company's Board of Managers, officer, or key employee required to
      be found suitable;





·
            loss
      or retirement of members of the Company's Board of Managers, officers, or
      key employees;





·
            increased
      competition in existing markets or the opening of new gaming jurisdictions
      (including on Native American
lands);





·
            the
      inability to maintain and improve existing gaming
    facilities;





·
            the
      inability of the Company to maintain possession of the existing casino
      facility in Henderson, Nevada;





·
            the
      inability to consummate planned acquisitions of gaming
      opportunities;





·
            the
      costs and delays associated with constructing and opening new gaming
      facilities;





·
            the
      inability to retain key leases;





·
            a
      decline in the public acceptance or popularity of
  gaming;





·
            increases
      in or new taxes or fees imposed on gaming revenues or gaming
      devices;





·
            significant
      increases in fuel or transportation
prices;





·
            adverse
      economic conditions in key markets;
and





·
            severe
      or unusual weather in such key
markets.





In
addition, any financings consummated by Casino MonteLago Holding, LLC, which we
refer to as MonteLago, or its subsidiaries may substantially increase the
leverage and other fixed charge obligations of those entities. The level of
indebtedness and other fixed charge obligations of MonteLago and its
subsidiaries could have important consequences, including but not limited to the
following:





·
            a
      substantial portion of MonteLago's and its subsidiaries' cash flow from
      operations could be dedicated to debt service and other fixed charge
      obligations and thus not be available for other
  purposes;





·
            MonteLago's
      and its subsidiaries' ability to obtain additional financing in the future
      for working capital, capital expenditures or acquisitions may be limited;
      and





·
            MonteLago's
      and its subsidiaries' level of indebtedness could limit their flexibility
      in reacting to changes in the gaming industry, their respective
      jurisdictions and economic conditions
generally.




i





TABLE OF CONTENTSPagePART
      IItem
      1.
            Business
            1Item
      2.
            Properties
            12Item
      3.
            Legal
      Proceedings
            12Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            13PART
      IIItem
      5.
            Market
      for Registrant's Common Equity, Related StockholderMatters
      and Issuer Purchases of Equity
      Securities
            13Item
      6.
            Selected
      Financial Data
            14Item
      7.
            Management's
      Discussion and Analysis of Financial Conditionand
      Results of Operations
            14Item
      8.
            Financial
      Statements and Supplementary Data
            17Item
      9.
            Changes
      in and Disagreements with Accountants onAccounting
      and Financial Disclosure
            17Item
      9A(T).
            Controls
      and Procedures
            17Item
      9B.
            Other
      Information
            17PART
      IIIItem
      10.
            Directors,
      Executive Officers, and Corporate Governance
            18Item
      11.
            Executive
      Compensation
            21Item
      12.
            Security
      Ownership of Certain Beneficial Owners andManagement
      and Related Stockholder Matters
            21Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            22Item
      14.
            Principal
      Accountants' Fees and Services
            23PART
      IVItem
      15.
            Exhibits,
      Financial Statement Schedules
            24





ii


PART
I





Item
1.  Business.





THE
COMPANY





Overview
of the Company





Plainfield
Enterprises LLC, a Delaware limited liability company, and its wholly-owned
subsidiaries, Plainfield AcquisitionCo LLC, a Delaware limited liability
company, or AcquisitionCo, and Plainfield Enterprises Inc., a Delaware
corporation, or BlockerCo, which we refer to collectively as the Company, were
formed on August 22, August 22, and September 11, 2007, respectively, at the
direction of Plainfield Direct Inc., or the Plainfield Fund, which is an
affiliate of Plainfield Asset Management LLC, or Plainfield, for the purpose of
participating in various activities relating to the gaming industry including
holding equity in gaming industry related businesses.





The
Company had no revenue generating business prior to the acquisition through
AcquisitionCo of a $1,562,500 unsecured exchangeable note, or the MonteLago
Note, receivable from Casino MonteLago Holding, LLC, or MonteLago, which we
refer to as the MonteLago Transaction, on July 1, 2008.  MonteLago
owns a 100% equity interest in CIRI Lakeside Gaming Investors, LLC, or CIRI
Lakeside Gaming, which operates Casino MonteLago, or the Casino, located at Lake
Las Vegas in Henderson, Nevada.  On November 20, 2008, the Company was
granted a Nevada gaming license, and as a result, the MonteLago Note
automatically converted into a 33.33% equity interest in MonteLago, or the
MonteLago Equity, on that date.  The Company's current business consists
primarily of its ownership of the MonteLago Equity.





Plainfield
is an investment management firm formed on February 14, 2005, and is based in
Greenwich, Connecticut. Plainfield is registered with the United States
Securities and Exchange Commission, or the SEC, as an investment adviser under
the Investment Advisers Act of 1940 and serves as the investment manager to the
Plainfield Fund and to other pooled investment vehicles inside and outside of
the United States. Plainfield manages approximately $3.7 billion of investment
capital for institutions and high net worth individuals based in the United
States and abroad. Plainfield's principal address is at 100 West Putnam Avenue,
Greenwich, CT 06830.  Max Holmes is the sole managing member of
Plainfield.





Ownership
of the Company





The
Company currently has two issued and outstanding classes of limited liability
company interests.  The Company has one issued and outstanding Class A
unit, or the Class A Interest, representing all of its voting equity interests,
which is held by HBJ Plainfield LLC, a Delaware limited liability company, or
HBJ, and 9,999 issued and outstanding Class B units, or the Class B Interests,
representing all of its non-voting equity interests, which are held by
Plainfield Enterprises Holdings LLC, a Delaware limited liability company, or
Plainfield Holdings, that is a wholly-owned subsidiary of the Plainfield
Fund.  HBJ is owned by Alan Ginsberg, who also serves as HBJ's
President, Secretary and Treasurer.  The Company does not currently
intend to issue any additional Class A or Class B Interests.





All
matters of the Company that are subject to the vote of its member, or the
Member, including the appointment and removal of members of the Company's board
of managers, or the Board of Managers, are controlled by HBJ, the sole managing
member of the Company.  Alan Ginsberg, the sole HBJ Principal, and a
member of the Board of Managers, is also the Company's Operating Manager, who is
responsible for the Company's day-to-day management and operations. The
remaining members of the Board of Managers include Max Holmes, Joseph
Bencivenga, Ronald Johnson, and Marc Sole.  The Class B Interests
issued to Plainfield Holdings allow Plainfield Holdings and its sole member, the
Plainfield Fund, to invest in the Company without having any voting power or
power to control the operations or affairs of the Company, except as otherwise
required by law.  If Plainfield Holdings or its sole member had any of
the power to control the operations or affairs of the Company afforded to the
holder of the Class A Interest, they and their respective constituent equity
holders would generally be required to be licensed or found suitable under the
gaming laws and regulations of the State of Nevada.  In connection
with the formation of the Company, HBJ and Plainfield Holdings have executed the
Amended and Restated Limited Liability Company Agreement of the Company, dated
September 2, 2008, which we refer to as the Company Operating
Agreement.





1








HBJ is
managed by Alan Ginsberg and the Company is managed by a Board of Managers
consisting of Alan Ginsberg as Operating Manager, Max Holmes, Joseph Bencivenga,
Ronald Johnson, and Marc Sole.  BlockerCo is a holding company that
has elected to be taxed as a corporation.  Because BlockerCo is a
separately taxed, non-flow through entity, BlockerCo is taxed on its share
of the income relating to the Company's business rather than the investors in
the Plainfield Fund.








2


Business
Developments





Recent
Events





On
September 4, 2009, CIRI Lakeside Gaming entered into a Conditional Covenant Not
to Execute, or the Conditional Agreement, with Village Hospitality, LLC, or
Village Hospitality, the landlord of CIRI Lakeside Gaming's leased premises
located at 1600 Lake Las Vegas Parkway, Henderson, Nevada 89011, which we refer
to as the Property.  Pursuant to the terms of the Conditional
Agreement, Village Hospitality agreed to provide CIRI Lakeside Gaming 65 days
prior written notice before removing CIRI Lakeside Gaming from the
Property.  The terms of the Conditional Agreement also provided that
Village Hospitality may remove CIRI Lakeside Gaming from the Property five days
after giving written notice following the occurrence of certain events of
default set forth in the Conditional Agreement.  The Conditional
Agreement further provided that CIRI Lakeside Gaming must surrender the Property
no later than September 8, 2010, subject to the specific terms and conditions of
the Conditional Agreement.  If CIRI Lakeside Gaming is unable to
remain on the Property and/or realize sufficient proceeds on the disposition of
its assets, the Company may not be able to recover all or a significant portion
of the carrying value of its investment in MonteLago.





The
MonteLago Transaction





The
purpose of the MonteLago Transaction was, first, to finance MonteLago's
acquisition of all of the issued and outstanding membership interests of CIRI
Lakeside Gaming, and second, for the Company to pursue a long-term investment in
the continued growth and development of gaming in the Lake Las Vegas
area.





On May 3,
2007, MonteLago and Plainfield Gaming Inc., or Plainfield Gaming, entered into a
loan agreement, amended and restated as of June 20, 2007, or the Loan
Agreement.  Pursuant to the terms and conditions of the Loan
Agreement, Plainfield Gaming loaned, in exchange for the MonteLago Note, an
aggregate amount of $1,562,500, or the Company Loan, to MonteLago to enable
MonteLago to acquire all of the issued and outstanding membership interests of
CIRI Lakeside Gaming, which then owned and operated the Casino.





On
September 22, 2007, upon CIRI Lakeside Gaming's receipt of regulatory approval
from the Nevada Gaming Commission, or the Nevada Commission, MonteLago acquired
all of the issued and outstanding membership interests of CIRI Lakeside
Gaming.





On July
1, 2008, the Company, indirectly through AcquisitionCo, acquired the MonteLago
Note from MonteLago, for the purchase price of $1,484,475.   The
MonteLago Note was unsecured and non-interest bearing and was converted into
33.33% of the equity interests of MonteLago upon the Company's receipt of a
Nevada gaming license.





On
November 20, 2008, the Company was granted a Nevada gaming
license.  As a result, the Company, through its subsidiaries,
exchanged (cancelled) the MonteLago Note for the cancellation of the Company
Loan and the MonteLago Note automatically converted into the MonteLago Equity on
that date.





Upon
completion of the MonteLago Transaction, the Company, indirectly through
AcquisitionCo, owned 33.334% of the equity interests of MonteLago, and the
remaining 66.666% of the equity interests of MonteLago are owned by the
following:








The
      Finley Family Trust
            20.276%Steve
      Szapor
            13.665%Steve
      Rittvo
            12.335%Jess
      M. Ravich
            11.660%Peter
      Cleary
            1.400%Ernest
      D'Ambrosio
            3.000%Scott
      Fisher
            4.330%





Employees





The
Company currently has no employees.  The Company currently has five
managers on the Board of Managers: Alan Ginsberg, Max Holmes, Joseph Bencivenga,
Ronald Johnson, and Marc Sole. Alan Ginsberg serves as Operating Manager with
responsibility for the Company's day-to-day management and operations. Given the
Company's structure as a holding company to hold, indirectly through
wholly-owned subsidiaries, the MonteLago Equity, Mr. Ginsberg does not intend to
devote a significant amount of his professional time to the operation of the
Company. None of the members of the Board of Managers, including Mr. Ginsberg,
receive any compensation from the Company for their services.






3





Environmental
Issues





The
Company has no physical assets.





CASINO
MONTELAGO HOLDING, LLC





MonteLago
was organized on April 12, 2007, and entered into a Purchase and Sale Agreement
dated April 18, 2007, as amended and restated as of May 16, 2007, with Cook
Inlet Region, Inc., an Alaskan corporation, or CIRI, for the acquisition of 100%
of the membership interests, gaming assets and leasehold improvements of CIRI
Lakeside Gaming, the non-restricted gaming licensee operating the Casino at Lake
Las Vegas.  Today, MonteLago, through its subsidiary, CIRI Lakeside
Gaming, leases the premises on which the Casino is located and operates the
Casino.





The
Casino is located adjacent to the Ritz-Carlton Hotel at Lake Las Vegas in
Henderson, Nevada, and since its opening in April 2003, the Casino had been
managed by an unrelated third party management company.  Prior to the
approval of the sale between CIRI and MonteLago, CIRI cancelled the management
agreement with the management company.   MonteLago installed a
full-time on-site General Manager and has a Board of Managers and Advisory
Committee comprised of senior principals of various equity holders to manage
MonteLago.





On July
17, 2008, Lake at Las Vegas Joint Venture, LLC, the master developer of the Lake
Las Vegas Resort, and several of its subsidiaries, or the Lake Las Vegas Group,
filed a voluntary petition for bankruptcy protection with the United States
Bankruptcy Court for the District of Nevada in Las Vegas under Chapter 11 of the
Bankruptcy Code.  On February 25, 2009, CIRI Lakeside Gaming received
a notice to vacate the Property pursuant to Nevada Revised Statutes Section
40.255(1)(C), which we refer to as the Eviction Notice, from German American
Capital Corporation, or the Lender.  The Eviction Notice was delivered
in connection with a trustee sale that was effected as part of the bankruptcy
proceedings pertaining to the Property.  Both CIRI Lakeside Gaming and
Village Hospitality filed pleadings with the district court in Clark County,
Nevada.  The primary issue surrounding the dispute was the existence
or non-existence of a written consent made by Village Hospitality to the lease
agreement made by and between CIRI Lakeside Gaming and the prior owners of the
Property.  Village Hospitality argued that no written consent existed
and that the lease agreement was not valid.  CIRI Lakeside Gaming
argued that it was advised by the prior owners of the Property that the prior
owners had received the written consent.  However, a copy of the
written consent has not been produced.  On July 15, 2009, the district
court in Clark County, Nevada ruled that a temporary writ of restitution be
issued against CIRI Lakeside Gaming and in favor of Village
Hospitality.  The district court's ruling provided for the potential
eviction and removal of CIRI Lakeside Gaming from the Property.





On
September 4, 2009, CIRI Lakeside Gaming entered into the Conditional Agreement
with Village Hospitality.  Pursuant to the terms of the Conditional
Agreement, Village Hospitality agreed to provide CIRI Lakeside Gaming 65 days
prior written notice before removing CIRI Lakeside Gaming from the
Property.  The terms of the Conditional Agreement also provided that
Village Hospitality may remove CIRI Lakeside Gaming from the Property five days
after giving written notice following the occurrence of certain events of
default set forth in the Conditional Agreement.  The Conditional
Agreement further provided that CIRI Lakeside Gaming must surrender the Property
no later than September 8, 2010, subject to the specific terms and conditions of
the Conditional Agreement.  If CIRI Lakeside Gaming is unable to
remain on the Property and/or realize sufficient proceeds on the disposition of
its assets, the Company may not be able to recover all or a significant portion
of the carrying value of its investment in MonteLago.





Management
of MonteLago





The
Company and MonteLago executed the MonteLago Operating Agreement dated as of May
3, 2007, or the MonteLago Operating Agreement.  Under the terms of the
MonteLago Operating Agreement, MonteLago is managed by the board of managers of
MonteLago, comprised of Johan Finley and Peter Cleary, which we refer to as the
MonteLago Board.  Representatives from various equity holders also
form an Advisory Committee, which makes recommendations to the MonteLago
Board.  Riccardo Ingrassia, formerly the General Manager of the Hyatt
Casino at Lake Las Vegas prior to its closing, currently serves as General
Manager of the Casino.






4





Other
than powers expressly delegated to the General Manager in its management of the
Casino, the MonteLago Board has all power to control and manage the business and
affairs of MonteLago.  Each Manager of the MonteLago Board has one
vote and actions of the MonteLago Board generally require a majority vote of the
Managers, except that if there are only two members of the MonteLago Board at
any time then a vote of the MonteLago Board at that time must be
unanimous.  Certain actions by the MonteLago Board, however, are
subject to ratification by Members of MonteLago who own in the aggregate at
least a majority of the equity interests of MonteLago, including:





·
            any
      amendment to the MonteLago Operating Agreement or to MonteLago's
      certificate of formation,





·
            any
      merger or combination of MonteLago with or into another entity other than
      when MonteLago is the surviving entity or where MonteLago is converted
      into another form of legal entity pursuant to the MonteLago Operating
      Agreement,





·
            any
      sale or exchange of all or substantially all of the assets of MonteLago or
      any of its affiliates or
subsidiaries,





·
            the
      dissolution of MonteLago, change in its form, or the formation of any
      subsidiaries or joint ventures,





·
            the
      compromising, arbitrating, adjusting and litigating of certain claims
      against MonteLago or any of its affiliates or
  subsidiaries,





·
            the
      approval of the annual operating budget and capital expenditure budget for
      MonteLago or any of its affiliates or subsidiaries and the approval of any
      deviation from said budgets,





·
            any
      public offering of securities pursuant to the Securities Act of 1933, as
      amended, or the Securities Act,





·
            the
      approval of certain contracts or agreements to which MonteLago or any of
      its affiliates or subsidiaries are a
party,





·
            the
      approval of certain transactions regarding borrowing of money, obtaining
      of credit, issuance of notes, debentures, securities, equity or other
      interests of or in MonteLago and securing of the obligations undertaken in
      connection therewith and entering into of leases for real or personal
      property, and





·
            the
      creation and appointment or elimination of an Advisory Committee to
      MonteLago.





Managers
are required to be licensed or found suitable by the relevant Nevada gaming
authorities in order to engage in the management of a gaming casino in Nevada,
including MonteLago.  For further information about licensing and
suitability requirements, see "Item 1. Business – Regulatory Matters – Nevada
Regulation and Licensing" below.





Other
than through representation on the Board of Managers, the Members and various
equity holders of MonteLago do not have the right to take part in or interfere
in any manner with the management of MonteLago.  The Members have
voting rights generally limited to those required by law and those specifically
set forth in the MonteLago Operating Agreement.  Except as permitted
by the MonteLago Board and the relevant gaming authorities, the Members are
generally prohibited from transferring all or any part of their interests in
MonteLago.





Business
and Marketing Strategy





MonteLago
aims to target the locals geographic gaming market, focusing on residents living
in close proximity to the Casino.  MonteLago management believes that
the Casino also benefits from the Neighborhood Casino Act, which limits
competition within defined areas.  For more information on the
Neighborhood Casino Act, see "Item 1. Business – Casino MonteLago Holding, LLC –
Competition – The Neighborhood Casino Act" below.





Strong Management
Team.   The day-to-day operations of MonteLago are managed
by Riccardo Ingrassia, who has had significant gaming industry
experience.  Mr. Ingrassia previously served as the Casino General
Manager of the casino at the Hyatt Regency Lake Las Vegas.  Mr.
Ingrassia not only has a thorough understanding of the local operating
environment at Lake Las Vegas, table games and slot machines, but he also has
extensive contacts within the casino gaming industry and with casino
customers.  As General Manager, Mr. Ingrassia reports to the MonteLago
Board comprised of MonteLago principals.  Mr. Ingrassia is assisted in
his management functions by a team of departmental managers with extensive
experience in their respective fields of expertise. In addition, Members of the
MonteLago Board and Advisory Committee of MonteLago have significant experience
in the gaming industry.






5





Targeted Customer
Base.   MonteLago's operating strategy aims to attract and
retain customers primarily from the locals geographic market through innovative,
frequent and high-profile promotional programs, and focused marketing
efforts.  MonteLago's primary customers are located within a five-mile
radius of the Casino, and MonteLago focuses its marketing efforts on those
patrons.  In addition, MonteLago is broadening its marketing strategy
to include overnight visitors staying at the hotels and condominium units in
Lake Las Vegas.





High-Value Customer
Experience. In order to provide what MonteLago's management
believes is a high-value gaming experience that will attract repeat local
customers, MonteLago focuses on slot and video poker machine play and offers a
wide variety of high quality slot and video poker games.  MonteLago
management is also committed to providing a high-value entertainment experience
through food and beverage and other entertainment amenities.





Creative Marketing and Promotional
Programs.   MonteLago management believes that promotions
and promotional events are one of the primary factors to success in the locals
gaming market.  MonteLago employs a marketing strategy that utilizes
what they believe are innovative, frequent and high-profile promotional programs
in order to attract and retain customers and establish a high level of name
recognition for the Casino.  In addition to aggressive direct
marketing efforts, MonteLago markets its own promotional events in close
conjunction with the Lake Las Vegas Village, and has established and promotes an
efficient and competitive local player loyalty rewards program at the
Casino.  Furthermore, MonteLago management intends to pursue strategic
alliances with other entities to induce incremental casino play at the
Casino.





The
Casino





Following
the sale of the Hyatt Hotel at Lake Las Vegas to Loews Hotels, the Casino is the
only casino remaining in Lake Las Vegas.  The Casino is located
adjacent to the Ritz-Carlton Hotel at Lake Las Vegas.  The Casino
opened in April 2003 and has a Tuscan theme.  The Casino's facilities
consist of approximately 40,000 square feet of casino space, approximately 424
slot/video poker machines, 10 table games, a sports book, a restaurant and snack
bar, two bars, and an indoor/outdoor entertainment venue.  The Casino
benefits indirectly from the marketing efforts of Lake Las Vegas' two hotels –
the Ritz Carlton and the Loews Lake Las Vegas Resort, as well as traffic from
the residents of nearby timeshares and visitors to golf courses near Lake Las
Vegas.





Las
Vegas Locals Gaming Market





Henderson
is part of the greater Las Vegas metropolitan area in Clark County,
Nevada.  The greater Las Vegas area is one of the fastest growing
areas within the United States. According to the Nevada State Demographer,
between 1997 and 2007 Clark County's population grew approximately 67%,
approximately six times the United States population growth of approximately 11%
over the same period of time. According to Clark County demographers, county
population growth slowed somewhat to approximately 4% between 2006 and 2007 but
still remained above the national average, and has remained relatively unchanged
in 2008. MonteLago's management believes that the growth in Clark County's
population has been driven, in part, by the popularity of casino gaming and
Nevada's favorable climate and tax structure and low unemployment.





MonteLago
competes primarily in the Las Vegas locals gaming market, which is defined as
the Clark County gaming market excluding the Las Vegas Strip, downtown Las Vegas
and Laughlin. According to the 2008 Clark County Residents Study by the Las
Vegas Convention and Visitors Authority, approximately two-thirds of the local
adult population participates in casino gaming at least occasionally (less than
once per month to more than twice per week). In conjunction with the growth of
the Clark County population, gaming revenues for the locals gaming market has
experienced steady near double digit increases annually until recently.
According to the Nevada Commission, total revenue from non-restricted gaming
operations in the Las Vegas locals gaming market grew from approximately $1.7
billion in 2002 to approximately $2.8 billion in 2007, representing an annual
growth rate of 9.7% and between 2006 and 2007 of 3.0%.  However, in
2008, total revenue from non-restricted gaming operations in the Las Vegas
locals gaming market declined by 9.36% to $2.51 billion. For the year ended
July 31, 2009, total revenue for the Las Vegas locals gaming market was
approximately $2.36 billion.





The
specific geographic market for the Casino is the residents of Lake Las Vegas and
its surrounding area within a three to five mile range, guests staying at one of
Lake Las Vegas' three resorts – the Ritz Carlton, the Loews Lake Las Vegas
Resort, and MonteLago Village Resort, and daily visitors to Lake Las Vegas and
Lake Mead.  As of November 13, 2009, Lake Las Vegas is an
3,592-acre, upscale development situated on a privately owned 320-acre lake with
10 miles of shoreline, and is located approximately 17 miles from Las
Vegas.  The Lake Las Vegas area also has three resorts, 19 distinct
neighborhoods, golf courses, spas, and full-service marinas with watercraft
rentals and yacht cruises.





Competition





The
gaming industry is a highly fragmented and competitive industry.  The
gaming industry includes land-based casinos, in certain locations dockside
casinos and riverboat casinos, casinos located on Native American reservations
and other forms of legalized gaming.  MonteLago management believes
that the primary competition to the Casino comes from other casinos that cater
to the Clark County locals market.  In addition, to








6





a lesser
extent, the Casino faces competition from casinos located on the Las Vegas Strip
and in downtown Las Vegas.  The competition among companies in the
gaming industry is intense and many of MonteLago's competitors have
significantly greater resources than MonteLago.  Certain states have
legalized casino gaming and other states may legalize gaming in the
future.  Legalized casino gaming in these states and on Native
American reservations near MonteLago or changes to gaming laws in states
surrounding Nevada could increase competition in the Las Vegas market and could
adversely affect its operations.  MonteLago also competes to a lesser
extent with gaming facilities in other jurisdictions, state-sponsored lotteries,
on-and-off track pari-mutuel wagering, internet gaming, card clubs, riverboat
casinos and other forms of legalized gambling.





Las
Vegas Locals Gaming Market





The Clark
County locals gaming market has led to a highly competitive market to attract
business of local residents.  In addition to established casinos and
resorts, MonteLago faces competition from smaller casinos, supermarkets, bars
and convenience stores that offer limited forms of gaming.





The
closest casino competitor to the Casino is the Fiesta, which is approximately
eight miles from the Casino.  Other competitors (each more than 10
miles from the Casino) include Sunset Station, Green Valley Ranch, and Boulder
Station, all of which are owned by Station Casinos Inc., Sam's Town, which is
owned by Boyd Gaming, and the Eastside Cannery, which is owned by Cannery Casino
Resorts.  Together, these five casinos account for 12,852 slots, 219
table games and 2,270 hotel rooms.





There are
also a number of casinos that service population centers in and around downtown
Henderson.  These properties offer minimum amenities and target a
lower-middle class demographic.  These facilities include the Eldorado
Casino and Jokers Wild, owned by Boyd Gaming, the Peppermill's Rainbow Club
Casino, and the Emerald Island Casino.





Las
Vegas Strip and Downtown Las Vegas Gaming Market





The Las
Vegas Strip is the location of numerous casino resorts, including the largest
and newest mega-casinos that Las Vegas has to offer.  In addition, the
downtown Las Vegas area includes approximately 15 casinos on or near Fremont
Street in old Las Vegas.  Casinos located on the Las Vegas Strip or in
downtown Las Vegas are typically tourist destinations and generally do not
target the locals gaming market.





The
Neighborhood Casino Act





In 1997,
the Nevada Legislature passed Senate Bill No. 208, or the Neighborhood Casino
Act, enacting laws which possibly create significant barriers to new competition
near the Casino and other neighborhoods by limiting future casino development in
certain areas of Clark County, Nevada.  These laws have been
subsequently amended several times by the Nevada Legislature.  With
certain specified exemptions, the Neighborhood Casino Act limits non-restricted
gaming to certain designated gaming enterprise districts, and imposes
potentially burdensome requirements on applicants proposing to have new
locations designated as gaming enterprise districts by the applicable county,
city or town body with jurisdiction.





Operations





For the
year ended December 31, 2008, MonteLago derived approximately 99% of its
revenues from three sources: slot and video gaming machines (69%), food and
beverage (17%), and table games (13%).





REGULATORY
MATTERS





CIRI
Lakeside Gaming's operations are subject to extensive regulation under laws,
rules and supervisory procedures imposed by Nevada law and by the City of
Henderson. If additional gaming regulations are adopted by the State of Nevada
or the City of Henderson, those regulations could impose restrictions or costs
that could have a significant adverse effect on those operations. From time to
time, various proposals have been introduced in the Nevada legislature or by
initiative petitions that, if enacted, could adversely affect the tax,
regulatory, operational or other aspects of the gaming industry and those
operations.  MonteLago does not know whether or when such legislation
will be enacted or whether such initiative proposals may be implemented. Gaming
companies are currently subject to significant state and local taxes and fees in
addition to normal federal and state corporate income taxes, and such taxes and
fees are subject to increase at any time. Any material increase in these taxes
or fees could adversely affect MonteLago's gaming operation.






7





Some
jurisdictions, including Nevada, empower their regulators to investigate
participation by licensees in gaming outside their jurisdiction and require
access to periodic reports respecting those gaming activities. Violations of
laws in one jurisdiction could result in disciplinary action in other
jurisdictions.





Under
provisions of gaming laws of the State of Nevada, and under the organizational
documents of MonteLago, its securities are subject to restrictions on ownership
and proposed transfers of ownership interests. The restrictions may require a
holder of those securities to dispose of the securities under certain
circumstances or, if the holder refuses, or is unable to dispose of the
securities, the issuer may be required to repurchase the
securities.





Since the
Company was approved by the Nevada Gaming Authorities (defined below) to acquire
the equity interests in MonteLago, the Company became subject to extensive
regulation by the various gaming authorities. See, "Item 1. Business –
Regulatory Matters – Nevada Regulation and Licensing" below.





Nevada
Regulation and Licensing





The
ownership and operation of casino gaming facilities in Nevada, including the
Casino, are subject to the gaming laws and regulations of the State of Nevada,
including the Nevada Gaming Control Act, or the Nevada Act, and regulations
promulgated thereunder, as well as local regulations imposed by the City of
Henderson.  MonteLago's gaming operations are subject to the licensing
and regulatory control of the Nevada Commission, the Nevada State Gaming Control
Board, or the Nevada Board, and the City of Henderson, which we collectively
refer to as the Nevada Gaming Authorities.  The laws, regulations and
supervisory procedures of the Nevada Gaming Authorities are based upon
declarations of public policy that seek to (i) prevent unsavory or unsuitable
persons from having any direct or indirect involvement with gaming at any time
or in any capacity, (ii) establish and maintain responsible accounting practices
and procedures, (iii) maintain effective control over the financial practices of
licensees, including establishing minimum procedures for internal fiscal affairs
and the safeguarding of assets and revenues, providing reliable recordkeeping
and requiring the filing of periodic reports with the Nevada Gaming Authorities,
(iv) prevent cheating and fraudulent practices and (v) provide a source of state
and local revenues through taxation and licensing fees. Changes in such laws,
regulations and procedures could have an adverse effect on all Nevada gaming
operations, including the Casino.





CIRI
Lakeside Gaming is licensed by the Nevada Gaming Authorities as a corporate
licensee, or a Corporate Licensee, under the terms of the Nevada Act and is,
therefore, the holder of the non-restricted (casino) gaming license that
authorizes its gaming operations to be conducted under Nevada
law.  The gaming license held by CIRI Lakeside Gaming requires
periodic payments of fees and taxes and is not
transferable.  Corporate Licensees are required periodically to submit
detailed financial and operating reports to the Nevada Commission and furnish
any other information that the Nevada Commission may request. No person may
become a member of, or receive any percentage of the profits from a Corporate
Licensee without first obtaining licenses and approvals from the Nevada Gaming
Authorities.  MonteLago has been found suitable by the Nevada
Commission as the sole owner of the membership interests of CIRI Lakeside
Gaming, and all of the present Members of MonteLago have obtained the approvals
necessary to own their respective interests in the Casino.  MonteLago
and its affiliated entities have obtained from the Nevada Gaming Authorities the
various registrations, approvals, permits and licenses required in order to
engage in the Casino's present gaming activities.





Prior to
acquiring the MonteLago Equity, the Company and its affiliated entities and
controlling persons obtained certain approvals from the Nevada Gaming
Authorities. These approvals included the following:





·
            the
      Company was registered by the Nevada Commission as a publicly traded
      corporation as that term is defined by the Nevada Act and was found
      suitable to own all of the stock of
BlockerCo;





·
            HBJ,
      BlockerCo and AcquisitionCo were registered as holding or intermediary
      companies under the Nevada Act, and were found suitable in such
      capacities;





·
            HBJ's
      sole equity holder and Manager were investigated and found suitable as
      Member and Manager of HBJ and as Operating Manager of the Company;
      and





·
            The
      other four individuals who serve as members of the Board of Managers or
      officers of the Company and its subsidiaries were investigated and found
      suitable in such capacities.





The
Nevada Gaming Authorities required the Company, HBJ, BlockerCo and
AcquisitionCo, and each of their respective members and managers, to be found
suitable in connection with the MonteLago Transaction.  Investigations
for findings of suitability require the same level of review and scrutiny as do
investigations for licensing.  While the direct and indirect holders
of Class B Interests of the Company were not mandatorily








8





required
under the Nevada Act to be found suitable in connection with the Company's
acquisition of the MonteLago Equity, they will remain subject to the
discretionary authority of the Nevada Commission and may be required to file
applications for findings of suitability, be investigated, and have their
suitability determined by the Nevada Commission.  It is customary
practice of the City of Henderson to defer to the Nevada Commission with respect
to the background and suitability investigation of gaming applications except
for those by on-site managers of liquor and gaming operations.





The
Company had applied to be registered by the Nevada Commission as a "publicly
traded corporation" as that term is defined in the Nevada
Act.  Following the effectiveness of the Company's registration
statement on Form 10-12G, as amended, initially filed with the SEC on October
31, 2008 (File No. 000-53407), and after obtaining all required approvals from
the Nevada Commission, the Company was deemed a "publicly traded corporation"
under the Nevada Act, even though it is not currently anticipated that any
membership interests or any other securities of the Company will be listed for
trading or trade with any frequency.





The
Company, HBJ, BlockerCo and AcquisitionCo also applied for and obtained various
registrations, licenses, findings of suitability, approvals and permits required
from the Nevada Gaming Authorities to acquire the MonteLago
Equity.  In connection with the Company's, HBJ's and AcquisitionCo's
applications, Alan Ginsberg, the sole Member and Manager of HBJ, applied for and
received the required approvals and findings of suitability in these capacities,
and each of Max Holmes, Joseph Bencivenga, Ronald Johnson, and Marc Sole
additionally applied for and received approval as members of the Board of
Managers of the Company and for various positions within BlockerCo and
AcquisitionCo.





No person
may become a stockholder or member of, or receive any percentage of the profits
of, an intermediary or holding company or a Corporate Licensee without first
being investigated by and obtaining licenses and related findings of suitability
or approvals from the Nevada Gaming Authorities. The Nevada Gaming Authorities
may investigate any individual who has a material relationship to or material
involvement with the Company or its affiliates to determine whether the
individual is suitable or should be licensed as a business associate of a
Corporate Licensee or any holding or intermediary company. As stated above,
certain of the officers, managers and key employees of MonteLago, the Company,
HBJ, BlockerCo and AcquisitionCo have been required to file applications with
the Nevada Gaming Authorities and were required to be found suitable by the
Nevada Gaming Authorities in connection with the Company's acquisition of the
MonteLago Equity.  A finding of suitability is comparable to
licensing, and both require submission of detailed personal and financial
information followed by a thorough investigation.  An applicant for
licensing or an applicant for a finding of suitability must pay or must cause to
be paid all the costs of the investigation.  Changes in licensed
positions must be reported to the Nevada Gaming Authorities and, in addition to
their authority to deny an application for a finding of suitability or
licensing, the Nevada Gaming Authorities have the authority to disapprove
changes in a corporate position.





If the
Nevada Commission were to find an officer, manager or key employee of CIRI
Lakeside Gaming, MonteLago, the Company, HBJ, BlockerCo or AcquisitionCo
unsuitable to continue having a relationship with any of these entities, the
companies involved would have to sever all relationships with such
person.  The Nevada Commission may deny an application for any cause
which they deem reasonable. Determinations of suitability or of questions
pertaining to licensing are subject to very limited judicial review in
Nevada.





If it
were determined that the Nevada Act was violated by CIRI Lakeside Gaming,
MonteLago, the Company, HBJ, BlockerCo or AcquisitionCo, the gaming licenses and
approvals they hold could be limited, conditioned, suspended or revoked, subject
to compliance with certain statutory and regulatory procedures.  In
addition, any such violation and the persons involved could be subject to
substantial fines for each separate violation of the Nevada Act or of the
regulations of the Nevada Commission, at the discretion of the Nevada
Commission. Furthermore, the Nevada Commission could appoint a supervisor to
operate the Casino and, under specified circumstances, earnings generated during
the supervisor's appointment (except for the reasonable rental value of the
premises) could be forfeited to the State of Nevada.  Limitation,
conditioning or suspension of any gaming license or the appointment of a
supervisor could (and revocation of any gaming license would) impact MonteLago's
revenues and cause the Company to suffer financial loss.





On
November 20, 2008, the Nevada Commission issued an order of registration of the
Company, or the Order of Registration, which was immediately
effective.  The Order of Registration prohibits (1) HBJ, Plainfield
Holdings, or their respective affiliates from selling, assigning, transferring,
pledging or otherwise disposing of Class A or Class B Interests or any other
security convertible into or exchangeable for Class A or Class B Interests,
without the prior approval of the Nevada Commission, and (2) the Company from
declaring cash dividends or distributions on any class of membership unit of the
Company beneficially owned in whole or in part by HBJ or Plainfield Holdings or
their respective affiliates, without the prior approval of the Nevada
Commission. The Order of Registration sets forth a description of the
Company and its affiliates and intermediary companies and the various approvals
obtained by those entities, together with any conditions and limitations
pertaining to such approvals.






9





The
Company, HBJ, BlockerCo and AcquisitionCo are subject to detailed financial and
operating reporting requirements to the Nevada Gaming Authorities on an ongoing
basis.  Substantially all material loans, leases, sales of securities
and similar financing transactions by the Company, HBJ, BlockerCo and
AcquisitionCo must be reported to, and in some cases approved by, the Nevada
Commission.





Regardless
of the amount of interest held, any beneficial holder of securities issued by
the Company may be required to file an application, be investigated and have
that person's suitability as a beneficial holder of voting securities determined
if the Nevada Commission has reason to believe that the ownership would
otherwise be inconsistent with the declared policies of the State of
Nevada.  If the beneficial holder of such voting securities who must
be found suitable is a corporation, partnership, limited partnership, limited
liability company or trust, it must submit detailed business and financial
information, including a list of its beneficial owners.  The applicant
must pay all costs of the investigation incurred by the Nevada Gaming
Authorities in conducting any investigation.





The
Nevada Act requires any person who individually, or in association with others,
acquires, directly or indirectly, beneficial ownership of more than 5% of the
voting securities of a publicly traded corporation registered with the Nevada
Commission to report the acquisition to the Nevada Commission, and such person
may be required to be found suitable.  The Nevada Act requires that
each person who, individually or in association with others, acquires, directly
or indirectly, beneficial ownership of more than 10% of the voting securities of
a publicly traded corporation registered with the Nevada Commission to apply to
the Nevada Commission for a finding of suitability within 30 days after the
Chairman of the Nevada Board mails written notice to the person requiring such
filing.  Under certain circumstances, an "institutional investor," as
defined in the Nevada Act, which acquires more than 10%, but not more than 15%,
of the voting securities of a registered publicly traded corporation may apply
to the Nevada Commission for a waiver of a finding of suitability if the
institutional investor holds the voting securities for investment purposes
only.  Also under certain circumstances, an institutional investor
that has obtained a waiver may hold up to 19% of the voting securities of such
company for a limited period of time and maintain the waiver.  An
institutional investor will not be deemed to hold voting securities for
investment purposes unless the voting securities were acquired and are held in
the ordinary course of business as an institutional investor and not for the
purpose of causing, directly or indirectly, the election of a majority of the
members of the board of directors of the registered publicly traded corporation,
a change in the corporate charter, bylaws, management, policies or operations of
the registered publicly traded corporation, or any of its gaming affiliates, or
any other action which the Nevada Commission finds to be inconsistent with
holding such a company's voting securities for investment purposes
only.





Activities
which are not deemed to be inconsistent with holding voting securities for
investment purposes only include:





·
            voting
      on all matters voted on by stockholders or interest
    holders;





·
            making
      financial and other inquiries of management of the types normally made by
      securities analysts for informational purposes and not to cause a change
      in management, policies or operations;
and





·
            other
      activities that the Nevada Commission may determine to be consistent with
      such investment intent.





Any
person who fails or refuses to apply for a finding of suitability or a license
within 30 days after being ordered to do so by the Nevada Commission or the
Chairman of the Nevada Board may be found unsuitable. The same restrictions
apply to a record owner of equity securities if the record owner, after request,
fails to identify the beneficial owner.  Any person found unsuitable
and who holds, directly or indirectly, any beneficial ownership of the equity
securities of a publicly traded corporation registered with the Nevada
Commission beyond such period of time as may be prescribed by the Nevada
Commission may be guilty of a criminal offense. The Company is subject to
disciplinary action if, after it receives notice that a person is unsuitable to
be a member or hold a voting security or other equity security issued by the
Company or to have any other relationship with the Company, the
Company:





·
            pays
      that person any dividend or interest with respect to voting securities of
      the Company,





·
            allows
      that person to exercise, directly or indirectly, any voting right
      conferred through securities held by that
  person,





·
            pays
      remuneration in any form to that person for services rendered or
      otherwise, or






10







·
            fails
      to pursue all lawful efforts to require such unsuitable person to
      relinquish his or her voting securities, including, if necessary, the
      immediate purchase of said voting securities for cash at fair market
      value.





The
Nevada Commission may, in its discretion, require the holder of any debt or
non-voting security of a registered publicly traded corporation to file
applications, be investigated, and be found suitable to own the debt or
non-voting security of such corporation. If the Nevada Commission determines
that a person is unsuitable to own such security, then pursuant to the Nevada
Act, the registered publicly traded corporation can be sanctioned, including by
revocation of its approvals, if without the prior approval of the Nevada
Commission, it:





·
            pays
      to the unsuitable person any dividend, interest, or any distribution
      whatsoever,





·
            recognizes
      any voting right by such unsuitable person in connection with such
      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
  transactions.





The
Company may not make a public offering of its securities without the prior
approval of the Nevada Commission if the proceeds from such offering are
intended to be used to construct, acquire or finance gaming facilities in
Nevada, or to retire or extend obligations incurred for such
purposes.





The
Nevada Act provides that changes in control of the Company through merger,
consolidation, stock or asset acquisitions, management or consulting agreements,
or any act or conduct by a person whereby the person obtains control, may not
occur without the prior approval of the Nevada Commission.  Entities
and persons seeking to acquire control of a registered publicly traded
corporation must satisfy the Nevada Commission with respect to a variety of
stringent standards prior to assuming control of such corporation. The Nevada
Commission may also require controlling stockholders, members, partners,
officers, directors and other persons having an ownership interest in or a
material relationship or involvement with the entity proposing to acquire
control to be investigated and licensed as part of the approval process relating
to the transaction.





Any
person who is licensed, required to be licensed, registered, required to be
registered, or under common control with such persons, and who proposes to
become involved or is involved in a gaming venture outside of Nevada, which we
refer to as Foreign Gaming, is required to deposit certain funds with the Nevada
Board in order to pay the expenses of investigation of the Nevada Board with
respect to their participation in such Foreign Gaming. Thereafter, such persons
are required to comply with certain reporting requirements imposed by the Nevada
Act. A licensee is also subject to disciplinary action by the Nevada Commission
if it knowingly violates any laws of the foreign jurisdiction pertaining to the
Foreign Gaming operation, fails to conduct the Foreign Gaming operation in
accordance with the standards of honesty and integrity required of Nevada gaming
operations, engages in activities or enters into associations that are harmful
to the State of Nevada or its ability to collect gaming taxes and fees, or
employs, contracts with, or associates with, a person in a Foreign Gaming
operation who has been denied a license or finding of suitability in Nevada for
the reason of personal unsuitability.





Internal
Revenue Service Regulations





The
Internal Revenue Service requires operators of casinos located in the United
States to file information returns for certain United States citizens, including
names and addresses of winners, for keno, bingo and slot machine winnings in
excess of stipulated amounts. The Internal Revenue Service also requires
operators to withhold taxes on some keno, bingo and slot machine winnings of
nonresident aliens.  Management of MonteLago is unable to predict the
extent to which these requirements, if extended, might impede or otherwise
adversely affect operations of, and/or income from, the other
games.





Regulations
adopted by the Financial Crimes Enforcement Network of the Treasury Department,
or FinCEN, require the reporting of currency transactions in excess of $10,000
occurring within a gaming day, including identification of the patron by name
and social security number. This reporting obligation began in May
1985.  In addition, for periods after March 25, 2003, federal
regulations require operators of casinos in the United States to report certain
"suspicious transactions" to FinCEN.  These regulations may have
resulted in the loss of gaming revenues to jurisdictions outside the United
States which are exempt from the ambit of these regulations.  Casinos
are also required to comply with certain reporting requirements of the Nevada
Commission and the Nevada Board.






11







Other
Laws and Regulations





The sale
of alcoholic beverages at MonteLago Casino is subject to licensing, control and
regulation by applicable local regulatory agencies. All licenses are revocable
and are not transferable. The agencies involved have full power to limit,
condition, suspend or revoke any license, and any disciplinary action could, and
revocation would, have a material adverse effect upon MonteLago's
operations.





MonteLago
is subject to extensive state and local regulations and, on a periodic basis,
must obtain various licenses and permits, including those required to sell
alcoholic beverages. Management of MonteLago believes that it has obtained all
required licenses and permits and that its business is conducted in substantial
compliance with applicable laws.





Environmental
Matters





As is the
case with any owner or operator of real property, MonteLago is subject to a
variety of federal, state and local governmental regulations relating to the
use, storage, discharge, emission and disposal of hazardous materials. Federal,
state and local environmental laws and regulations also impose liability on
potentially responsible parties, including the owners or operators of real
property, to clean up, or contribute to the cost of cleaning up, sites at which
hazardous wastes or materials were disposed of or released. MonteLago does not
have environmental liability insurance to cover such events.





MonteLago
management believes that its operation and property are in compliance in all
material respects with all applicable environmental laws.  Based upon
their experience to date, MonteLago management believes that the future cost of
compliance with and liability under existing environmental laws will not have a
material adverse effect on its financial condition or results of
operations.





Employees





As of
November 13, 2009, MonteLago had approximately 182
employees.  Approximately 131 are full time and three are part
time.  There are also 47 extra board employees. As of that date, the
gaming department had 84 employees; the food and beverage department had 50
employees; and administration had 48 employees.  No employees are
currently represented by organized labor.  MonteLago's management
recognizes that its employees are its greatest assets and are critical to its
success.  MonteLago's management has sought to foster a productive
work culture, and employees are offered competitive salaries and benefits. The
Company currently has no employees.





Reports
to Security Holders





The
Company is required to file annual, quarterly and other current reports and
information with the SEC.  You may read and copy any materials filed
by the Company with the SEC at its Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company's
filings are also available to the public from commercial document retrieval
services and at the World Wide Web site maintained by the SEC at
http://www.sec.gov.





Item
2.  Properties.





Neither
the Company nor any of its consolidated subsidiaries owns real
property.





Item
3.  Legal Proceedings.





On July
17, 2008, the Lake Las Vegas Group filed a voluntary petition for bankruptcy
protection with the United States Bankruptcy Court for the District of Nevada in
Las Vegas under Chapter 11 of the Bankruptcy Code.  On February 25,
2009, CIRI Lakeside Gaming received the Eviction Notice from the
Lender.  The Eviction Notice was delivered in connection with a
trustee sale that was effected as part of the bankruptcy proceedings pertaining
to CIRI Lakeside Gaming's leased premises located at the
Property.  Both CIRI Lakeside Gaming and Village Hospitality filed
pleadings with the district court in Clark County, Nevada.  The
primary issue surrounding the dispute was the existence or non-existence of a
written consent made by Village Hospitality to the lease agreement made by and
between CIRI Lakeside Gaming and the prior owners of the
Property.  Village Hospitality argued that no written consent existed
and that the lease agreement was not valid.  CIRI Lakeside Gaming
argued that it was advised by the prior owners of the Property that the prior
owners had received the written consent.  However, a copy of the
written consent has not been produced.  On July 15, 2009, the district
court in Clark County, Nevada ruled that a temporary writ of restitution be
issued against CIRI Lakeside Gaming and in favor of Village
Hospitality.  The district court's ruling provided for the potential
eviction and removal of CIRI Lakeside Gaming from the Property.






12







On
September 4, 2009, CIRI Lakeside Gaming entered into the Conditional Agreement
with Village Hospitality.  Pursuant to the terms of the Conditional
Agreement, Village Hospitality agreed to provide CIRI Lakeside Gaming 65 days
prior written notice before removing CIRI Lakeside Gaming from the
Property.  The terms of the Conditional Agreement also provided that
Village Hospitality may remove CIRI Lakeside Gaming from the Property five days
after giving written notice following the occurrence of certain events of
default set forth in the Conditional Agreement.  The Conditional
Agreement further provided that CIRI Lakeside Gaming must surrender the Property
no later than September 8, 2010, subject to the specific terms and conditions of
the Conditional Agreement.  If CIRI Lakeside Gaming is unable to
remain on the Property and / or realize sufficient proceeds on the disposition
of its assets, the Company may not be able to recover all or a significant
portion of the carrying value of its investment in MonteLago.





Item
4.  Submission of Matters to a Vote of Security Holders.





No
matters were submitted to a vote of the Company's security holders during the
quarter ended July 31, 2009.





PART
II





Item
5.  Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.





On
January 4, 2008, in connection with the execution of the Limited Liability
Company Agreement of the Company, dated January 4, 2008, or the Original Company
Operating Agreement, the Company issued the Class A Interest to HBJ without
registration under the Securities Act in reliance on the exemption provided by
Section 4(2) of the Securities Act in exchange for a cash capital contribution
of $0.01.  The Company also issued 9,999 Class B Interests to
Plainfield Holdings without registration under the Securities Act in reliance on
the exemption provided by Section 4(2) of the Securities Act in exchange for a
capital contribution of $10.00.   The Class A and Class B
Interests were issued in reliance on the respective agreements of the
subscribers that the interests were being acquired for investment with no
intention to resell the units without registration under the Securities
Act.  Other than the above issuances of the Class A and Class B
Interests, the Company has not, since the date of its formation, issued any
other securities.





No
established public trading market exists for the Company's membership interests,
and there are no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of the
Company's membership interests.





There are
no outstanding options or warrants to purchase, or securities convertible into,
the Company's membership interests.  The Company's currently
outstanding Class A Interest is "restricted," which means that they were
originally sold in offerings that were not subject to a registration statement
filed with the SEC.  Accordingly, resale of the Company's membership
interests are, absent the availability of another exemption from registration
under the Securities Act or registration under the Securities Act, subject to
the provisions of Rule 144 under the Securities Act.  In general,
under Rule 144, a person or persons whose membership interests are aggregated
and who has beneficially owned restricted securities for at least six months
following the payment in full of the purchase price for the securities is
entitled to sell in the public market within any three-month period a number of
membership units that does not exceed the greater of:





·
            1%
      of the then outstanding membership units of the class of membership units
      to be sold, or





·
            if
      applicable, the average weekly trading volume of the class of membership
      units to be sold on all national securities exchanges and/or reported
      through the automated quotation system of a registered securities
      association during the four calendar weeks preceding the date on which
      notice of sale is filed with the
SEC.





Sales
under Rule 144 are subject to restrictions relating to the manner of sale,
notice and availability of current public information about the Company. The
Company has not agreed with any security holder to register any of its
membership interests for sale by any security holder. The Company does not
currently propose to publicly offer any membership interests or other securities
representing an equity interest in the Company.





The only
classes of equity securities of the Company currently outstanding are its Class
A Interest and its Class B Interests.  As of November 13, 2009,
HBJ was the only holder of record of the Company's sole Class A Interest and
Plainfield Holdings was the only holder of record of the Company's Class B
Interests.  It is currently contemplated HBJ and Plainfield Holdings
will remain the only holders of record of the Company's Class A and Class B
Interests, respectively.






13







The
Company does not pay, and does not expect to pay in the foreseeable future, any
dividends or other distributions with respect to its membership Interests. In
addition, the payment of dividends to affiliates of the Company may be limited
by or subject to the approval of the Nevada Gaming Authorities. See "Item 1.
Business – Regulatory Matters – Nevada Regulation and Licensing."





The
Company does not have any equity compensation plans and does not expect to
authorize securities for issuance pursuant to any equity compensation plan in
the foreseeable future.





Item
6.  Selected Financial Data.





Not
applicable.





Item
7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.





Overview





The
following management's discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
audited financial statements and the notes thereto included in Part II, Item 8
of this annual report on Form 10-K.





The
Company and its subsidiaries were formed as legal entities in 2007 for the
primary purpose of holding equity in one or more entities related to the gaming
industry, and to exercise the rights, and manage the distributions received, in
connection with those holdings.On November 20, 2008,
the Company was granted a Nevada gaming license.  As a result, the
MonteLago Note (the Company's only investment) automatically converted into the
MonteLago Equity on that date.





Results
of Operations





During
the year ended July 31, 2009, and for the period from August 22, 2007
(inception) through July 31, 2008, the Company incurred unrealized losses of
$918,000 and $332,500, respectively, on the MonteLago investment as a result of
declines in the estimated fair value of the Company's only
investment.  These declines in estimated fair value were driven by
declining economic conditions, operating losses experienced by the Casino,
uncertainty as to CIRI Lakeside Gaming's ability to continue to occupy the
Property (Note 4), and/or the Company's ability to receive distributions from
MonteLago based on proceeds from the potential future sale of the Casino's
assets.





Professional,
licensing and other expenses incurred during the year ended July 31, 2009 and
for the period from August 22, 2007 (inception) through July 31, 2008, totaled
$265,940 and $47,629, respectively.  These amounts represent primarily
legal expenses, audit expenses and licensing fees incurred to maintain the
Company's Nevada gaming license. This increase in expenses was caused primarily
by the fact that the Company operated for a full 12 months in 2009, as compared
to one month in 2008 (the Company had no operations prior to July 1,
2008).





Inflation





The
Company does not believe that inflation has had a material effect on its results
of operations since inception.  However, there is no assurance that
inflation will not adversely affect its business in the future.





Liquidity
and Capital Resources





During
the period from its inception on August 22, 2007 through July 31, 2008, the
Company received total Member contributions of $1,718,740.  The
Company used these funds primarily for the purchase of the MonteLago Note on
July 1, 2008. The Company also used these contributions to fund costs associated
with applying for and obtaining the gaming and related licenses in Nevada
totaling $154,624 and other costs of $47,629.





During
the year ended July 31, 2009, the Company received total Member contributions of
$300,360.  These funds were used primarily for the payment of audit,
legal, gaming license maintenance and other operating costs.  The
Company expects to incur additional audit, legal and gaming license maintenance
costs in the future.  These costs will continue to be financed by
Member contributions as necessary.





CIRI
Lakeside Gaming recently entered into the Conditional Agreement with Village
Hospitality to operate the Casino through September 8, 2010.  Under
the terms of the Conditional Agreement, CIRI Lakeside Gaming may be required to
vacate the Property at any time before September 8, 2010 if Village Hospitality
provides 65 days prior written notice.  Based on the Conditional
Agreement, the Casino's recent operating results and the








14





current
highly uncertain economic outlook for the gaming industry generally and the Las
Vegas, Nevada area and Lake Las Vegas sub-market specifically, the Company has
determined that it is unlikely that the Casino will generate significant
positive cash flows from operations over the next year.  Additionally,
CIRI Lakeside Gaming is currently in negotiations with third parties regarding a
possible sale of all the Casino's assets.





Critical
Accounting Estimates and Policies





Investment
in Casino MonteLago Holding, LLC





The
Company measures and accounts for its investment in MonteLago at estimated fair
value.  As there is no readily available market price for this
investment security, estimated fair value is determined on a quarterly basis by
the Company's management, utilizing a number of different valuation approaches,
including the income approach, the market comparable approach and the
transaction approach.  Therefore, the Company presents its investment
in MonteLago at estimated fair value on its consolidated balance sheets. At July
31, 2009 and 2008, respectively, the estimated fair value of this asset was
$312,000 and $1,230,000, respectively. The inputs used in management's fair
value estimation methodology are classified as Level 3 (significant unobservable
inputs) within the fair value hierarchy defined in the standards. The choice of
which technique(s) to use and weights assigned to factors within each approach
may vary depending on the circumstances.  Without a readily available
market value and because of the inherent uncertainty of valuation, the estimated
fair value of our investment may differ materially from the value that would
have been used if a ready market existed. Changes in the estimated fair
value of the Company's investment in MonteLago are shown as unrealized gains or
losses on the Company's consolidated statements of operations. Dividend income
has not yet been received from the Company's investment in MonteLago. To the
extent that it is received in the future, it will be shown as "dividend income"
on the Company's consolidated statement of operations.





July
31, 2009 Valuation





CIRI
Lakeside Gaming recently entered into the Conditional Agreement with Village
Hospitality to operate the Casino through September 8, 2010.  Under
the terms of the Conditional Agreement, CIRI Lakeside Gaming may be required to
vacate the Property at any time before September 8, 2010 if Village Hospitality
provides 65 days prior written notice.  Based on the Conditional
Agreement, the Casino's recent operating results and the current highly
uncertain economic outlook for the gaming industry generally and the Las Vegas,
Nevada area and the Lake Las Vegas sub-market specifically, the Company has
determined that it is unlikely that the Casino will generate significant
positive cash flows from operations over the next year.  Additionally,
CIRI Lakeside Gaming is currently in negotiations with third parties regarding a
possible sale of all the Casino's assets.





Considering
the effect of the foregoing uncertainty, management of the Company has concluded
that at July 31, 2009, the most appropriate technique for estimating the fair
value of its investment in MonteLago is a probability-weighted recovery
model in which we assign probabilities to various cash recovery scenarios upon
the sale of all the Casino's assets to a third party. Management estimates the
range of potential recovery to be from zero to $1,500,000.





At July
31, 2008, the significant assumptions used to value the MonteLago investment are
summarized as follows:





Zero
      recovery scenario
            65.0%
      weightingUpside
      recovery scenario
            11.7%
      weightingModerate
      recovery scenario
            11.7%
      weightingDownside
      recovery scenario
            11.7%
      weighting





At July
31, 2009, the sensitivity of changes in these key assumptions is illustrated by
the following increases (decreases) in the estimated fair value:





Increase
      zero recovery scenario probability to 80.0%, decrease all other scenario
      probabilities to 6.7%
            ($134,000)Decrease
      zero recovery scenario probability to 50.0%, increase all other scenario
      probabilities to 16.7%
            $134,000Increase
      cash recovery in upside, moderate & downside scenarios by $1
      million
            117,000Decrease
      cash recovery in upside, moderate & downside scenarios by $1
      million
            (117,000)








15





July
31, 2008 Valuation





As of
July 31, 2008, the recorded value of the MonteLago Note receivable was adjusted
to its current estimated fair value using primarily a discounted cash flow
approach to value and current assumptions as to typical market discount rates,
illiquidity discount factors, forecasts of operating income/cash flow for the
Casino and other financial performance trends, excess cash deposits and
long-term debt associated with the Casino operation, and/or regulatory and other
matters such as any change in status of the Casino's gaming license or our
license applications. Operating income/cash flow is defined as prospective
estimated earnings before interest, income taxes, depreciation and amortization,
also sometimes referred to as "EBITDA" and herein as "free cash
flow."





The
discounted cash flow approach to estimate the fair value of the receivable
utilized three "free cash flow" scenarios, which the Company's management
believes are within a range of reasonably possible results. Based on
management's judgment, a weighting of 65% was assigned to the "free cash flow"
point forecast and 20% and 15% to the upside and downside scenarios,
respectively. In estimating the terminal value multiple and the discount rate,
which is calculated using the capital asset pricing model, or CAPM, market data
of public gaming related companies is considered. The risk-free rate used in the
CAPM is based on the yield to maturity of a 10-year treasury security. The beta
is determined based on an analysis of comparable public companies, and the
market risk premium is derived from an analysis of historical risk premiums.
Similarly, the illiquidity discount rate is derived from an analysis of
historical market discounts.





At July
31, 2008, the significant assumptions used to value the MonteLago Note
receivable are summarized as follows:








Terminal
      value multiple
            7.4Discount
      rate
            18.1%Casino
      "free cash flow" forecasts range (prospective years 1-5):Point
      forecast                                           (65%
      weighting)
            $210,000
      to $1,230,000Upside
      scenario                                       (20%
      weighting)
            $450,000
      to $3,020,000Downside
      scenario                                  (15%
      weighting)
            $170,000
      to $980,000





These
significant assumptions result in an "entity value" estimate for the Casino
(debt free) which was adjusted up (down) for the following factors to which our
effective 33.33% equity interest in MonteLago was applied to arrive at the
estimated fair value of the MonteLago Note receivable, before adjustment for
illiquidity:





Excess
      cash
            $240,000Casino
      related long-term debt
            ($1,700,000)Illiquidity
      discount rate
            40%





At July
31, 2008, the sensitivity of changes in these key assumptions is illustrated by
the following increases (decreases) in the estimated fair value:





Decrease
      in terminal value multiple to 6.4
            ($153,000)Increase
      in terminal value multiple to 8.4
            $147,000Decrease
      in discount rate to 13.1%
            $283,000Increase
      in discount rate to 23.1%
            ($230,000)20%
      decrease in casino "free cash flow" per year
            ($87,000)20%
      increase in casino "free cash flow" per year
            $81,000100%
      weighting assigned to point forecast
            ($312,000)Reduction
      in illiquidity discount rate to 30%
            $202,000





Gaming
Licenses





Professional
fees and other costs associated with the applications for licensure of the
Company and its consolidated subsidiaries and certain of its beneficial owners,
including payments to regulatory agencies, have been capitalized as indefinite
life intangible assets based on the Company management's initial assessment that
it was probable that such licenses would be granted, enabling the Company to
hold direct and indirect ownership interests in gaming enterprises, and thereby
benefit future periods through cash flows generated by these holdings. These
fees and costs have been treated as indefinite life intangible assets based on
expectations that they would enable the Company and/or its consolidated
subsidiaries to hold direct and indirect ownership interests in gaming
enterprises for an indefinite amount of time.






16





Such
assets are evaluated at least annually (and more frequently when circumstances
warrant) to determine if events or changes in circumstances indicate that the
probability that such assets will continue to benefit future periods might have
been impaired. Examples of such events or changes in circumstances that might
indicate impairment of these assets might include an active or likely regulatory
threat to the availability or viability of a license, specifically, as a result
of (i) non-compliance with regulations, (ii) an adverse change in the legal,
regulatory or business climate relative to gaming nationally or in the
jurisdiction, or (iii) a significant long-term decline in historical or
forecasted earnings or cash flows of MonteLago or the fair value of its property
or business possibly as a result of competitive or other economic or political
factors. Despite the uncertainty related to the Property and the negotiations
regarding a possible sale of all the Casino's assets, management believes that
the licenses continue to benefit future periods and that the costs will likely
be recovered through future cash flows.





Recently
Issued Accounting Pronouncements





No
recently issued accounting pronouncements not yet adopted are expected to
have a material impact on our financial position, results of operations or
cash flows.





Off
Balance Sheet Arrangements





None.





Item
8.  Financial Statements and Supplementary Data.





The
consolidated financial statements of the Company called for by this item
are submitted under a separate section of this annual
report.  Reference is made to the Index of Financial Statements
contained on page F-1 hereof.





Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.





None.





Item
9A(T).  Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





As of the
end of the period covered by this annual report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
Operating Manager, who performs the functions of the Company's principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Rule 13a-15(b) or Rule 15d-15(b) of the Securities Exchange Act of
1934, as amended, or the Exchange Act.  Based upon that evaluation,
the Company's Operating Manager concluded that the Company's disclosure controls
and procedures were effective.





Management's
Annual Report on Internal Control Over Financial Reporting





This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
Company's registered public accounting firm due to a transition period
established by rules of the SEC for newly public companies.





Changes
in Internal Control over Financial Reporting





The
Company has made no significant change in its internal control over financial
reporting during the most recent fiscal quarter covered by this annual report on
Form 10-K that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.





Item
9B.  Other Information.





Not
applicable.




17







PART
III





Item
10.  Directors, Executive Officers and Corporate
Governance.





The
following table sets forth information as of November 13, 2009, regarding
each member of the Board of Managers and executive officer of the Company and
each manager, and executive officer of MonteLago.





Name
            Age
            PositionAlan
      Ginsberg
            53
            Operating
      Manager of the CompanyMax
      Holmes
            49
            Manager
      of the CompanyJoseph
      Bencivenga
            50
            Manager
      of the CompanyRonald
      Johnson
            61
            Manager
      of the CompanyMarc
      Sole
            38
            Manager
      of the Company





Alan Ginsberg has served as
the Operating Manager of the Company since the Company's inception and is
expected to continue in his service as Operating Manager of the Company. Since
October 2007, Mr. Ginsberg has served as Senior Advisor for Wydown Management
Corp., or Wydown.  Wydown is a diversified consulting and advisory
company serving the financial services, entertainment and real estate
industries. Founded in 1987, Wydown currently focuses on providing operational
and financial consulting services for private equity, hedge fund and other
direct investor groups. Wydown's staff of experienced consultants and advisors
assists investors with deal sourcing and structure, transaction due diligence
and post-investment monitoring and management. In addition, Wydown provides
agency and management services to various entertainment clients and also manages
a number of commercial and residential real estate properties. Prior to joining
Wydown, Mr. Ginsberg founded and is president of Larchmont Advisors Inc., or
Larchmont. Larchmont is a New York State Subchapter S corporation solely owned
by Mr. Ginsberg, who is the President and sole employee. Larchmont is a business
consulting firm through which Mr. Ginsberg offers consulting services to
corporate clients. Mr. Ginsberg is a business consultant, a private investor,
and a student of American History and Literature at the Graduate School of Arts
and Sciences at Columbia University.  Mr. Ginsberg is also an attorney
admitted to practice in the State of New York, and a member of the New York
State Bar Association.  Mr. Ginsberg was also a high yield bond
research analyst and the director of global high yield bond research from 1998
through 2000 at Barclays Capital Inc., or Barclays Capital. Mr. Ginsberg was a
high yield bond research analyst and the director of high yield and emerging
markets debt research at Smith Barney from 1993 through February 1998, a high
yield bond research analyst at Bear Stearns from 1990 through 1993, and a high
yield research analyst at Drexel Burnham Lambert, or Drexel, from 1986 through
February 1990. Mr. Ginsberg earned a B.A. from SUNY at Binghamton in 1977 and a
J.D. from Boston University School of Law in 1980.





Max Holmes has served as a
member of the Company's Board of Managers since the Company's inception and is
expected to continue in his service as a member of the Company's Board of
Managers. Mr. Holmes is also the founder and the Chief Investment Officer of
Plainfield. Prior to founding Plainfield in February 2005, Mr. Holmes was the
Head of the Distressed Securities Group and a Managing Director of D.E. Shaw
& Co., L.P., or D.E. Shaw. As Head of the Distressed Securities Group, Mr.
Holmes was a Co-Portfolio Manager for D.E. Shaw Laminar Portfolios, LLC from
2002 through 2004.  Mr. Holmes was also formerly a member of the Board
of Directors of FAO Schwarz Inc., eToys Direct, Inc., and Sure Fit,
Inc.  From 1999 through 2002, Mr. Holmes was the founder and Co-Head
of the High Yield Group at RBC Capital Markets, a subsidiary of The Royal Bank
of Canada, where he was head of High Yield Origination and Capital
Markets.  From 1996 to 1999, Mr. Holmes was Head of High Yield Capital
Markets and Head of High Yield Research at Gleacher NatWest Inc., a subsidiary
of National Westminster Bank Plc. From 1991 to 1996, Mr. Holmes worked at
Salomon Brothers Inc, or Salomon, where at various times he was Head of
Bankruptcy Research, acted as Salomon's High Yield Strategist, served as its
lead representative on various creditors committees, and managed a proprietary
distressed bond portfolio. From 1986 to 1989, Mr. Holmes worked at Drexel in
Beverly Hills, California, first in the Corporate Finance Department and then in
the High Yield and Convertible Securities Department. Mr. Holmes became one of
the youngest Senior Vice Presidents in Drexel's history. From 1984 to 1986, Mr.
Holmes was a practicing attorney at Vinson & Elkins in Houston, Texas, where
he represented commercial banks in a variety of bankruptcies, restructurings,
high yield bond and M&A transactions. Mr. Holmes remains a member of the bar
in New York and Texas. Mr. Holmes received a J.D. from Columbia Law School in
1984, an M.B.A. from Columbia Business School in 1984, and a B.A. from Harvard
College in Philosophy in 1981. Since 1993, Mr. Holmes has taught "Bankruptcy and
Reorganization" at New York University Stern Graduate School of Business, where
he remains an Adjunct Professor of Finance.





Joseph Bencivenga has served
as a member of the Company's Board of Managers since the Company's inception and
is expected to continue in his service as a member of the Company's Board of
Managers.  Mr. Bencivenga is a founding partner and Head of Research
of Plainfield. Prior to joining Plainfield, Mr. Bencivenga was a Managing
Director of Guggenheim Capital Markets LLC, or Guggenheim, from 2004 to 2005,
where he was








18





responsible
for high yield capital markets, private equity and research. From 2002 to 2004,
Mr. Bencivenga was Head of High Yield Research at Maxcor Financial with the same
team as at Guggenheim. From 1997 to 2001, Mr. Bencivenga was Global Head of High
Yield at Barclays Capital. During his tenure there, his team originated over 75
high yield, mezzanine and bridge loan transactions, 20 of which were lead
managed. At Barclays Capital, Mr. Bencivenga also managed the firm's $1 billion
bridge loan and mezzanine fund. From 1990 through 1996, Mr. Bencivenga was Head
of High Yield Research, Head of Fixed Income Credit Research (high yield and
high grade) and Deputy Head of Equity Research at Salomon. Mr. Bencivenga also
served as a Senior Vice President and Head of High Yield Research at Drexel in
Beverly Hills, California, where he worked from 1985 to 1990. Mr. Bencivenga
started his career as a Corporate Bond Analyst at Salomon from 1983 to 1985. Mr.
Bencivenga received a B.S. in 1981 and an M.B.A. in 1983 from Fairleigh
Dickinson University.





Ronald Johnson has served as a
member of the Company's Board of Managers since the Company's inception and is
expected to continue in his service as a member of the Company's Board of
Managers. Since October 2007, Mr. Johnson has served as Senior Advisor – Gaming
for Wydown. Prior to joining Wydown, Mr. Johnson served as Senior Vice President
– Gaming of Plainfield from June 2006 to October 2007.  From 1998 to
2006, Mr. Johnson was Executive Vice President of Gaming Operations and
Marketing for Riviera Holding Corporation (RIV: AMEX) and concurrently President
of two of its subsidiaries from 1999 to 2006, Riviera Black Hawk Casino and
Riviera Gaming Management. Mr. Johnson joined the Riviera in 1991 as Vice
President of Slot Operations and Marketing. From 1989 to 1991, Mr. Johnson was
Vice President of Slot Operations and Marketing for the Sands Hotel &
Casino. From 1986 to 1989, Mr. Johnson was Assistant Slot Operations and
Marketing Manager for Bally's Hotel & Casino. Mr. Johnson spent the previous
ten years in the slot manufacturing industry: from 1981 to 1986 as General
Manager of J & T, Inc. and from 1979 to 1981 in several positions with
International Game Technology, including Vice President and General Manager of
its Las Vegas Operations. Mr. Johnson started his career in gaming with Bally
Distributing in 1976 as Manager of Financial Analysis. From 1973 to 1976, Mr.
Johnson was a financial analyst for TRW Systems. From 1971 to 1973, Mr. Johnson
served in the United States Army. Mr. Johnson received a B.S. in Finance from
California State University – Long Beach in 1970, a B.S. in Accounting from the
University of Nevada – Reno in 1978, and an M.B.A. from California State
University – Long Beach in 1971.





Marc Sole has served as a
member of the Company's Board of Managers since September 2, 2008, and is
expected to continue in his service as a member of the Company's Board of
Managers. Mr. Sole joined Plainfield in February 2008 as a Managing Director and
Assistant Portfolio Manager. Prior to joining Plainfield, Mr. Sole worked at
D.E. Shaw, which he joined in 2001 as an analyst in its Special Situations /
Risk Arbitrage Group. In early 2002, Mr. Sole became the third employee in the
D. E. Shaw Distressed Securities Group. Mr. Sole subsequently was promoted to be
Co-Head of Research and Co-Portfolio Manager of D. E. Shaw's U.S. Credit
Opportunities Strategy. Prior to joining D.E. Shaw, Mr. Sole was an associate in
the corporate group at Cravath, Swaine & Moore LLP in New York. Mr. Sole has
served on the Board of Directors of Owens Corning, Schuff International, Inc.
and several private specialty finance companies. Mr. Sole graduated from
Princeton University in 1993 with an A.B. from the Woodrow Wilson School of
Public and International Affairs, and he received a J.D. in 1996 from the
Columbia University School of Law, where he was a Harlan Fiske Stone
Scholar.





Corporate
Governance





The
Company





Pursuant
to the Company Operating Agreement, the Company is managed by a Board of
Managers consisting of Alan Ginsberg, Max Holmes, Joseph Bencivenga, Ronald
Johnson, and Marc Sole.  Alan Ginsberg serves as the Operating Manager
of the Company.  Pursuant to the terms of the Company Operating
Agreement, any member of the Company's Board of Managers, including the
Operating Manager, may be removed at any time, with or without cause, by the
written notice of the holders of a majority of the membership units of the
Company having voting authority. Currently, an entity controlled solely by Mr.
Ginsberg has the right to vote all of the Company's membership units having
voting rights, and therefore, Mr. Ginsberg possesses the sole ability to remove
any member of the Company's Board of Managers. Each Manager will have one vote,
and except as otherwise provided in the Company Operating Agreement, the
Company's Board of Managers acts by the affirmative vote of a majority of the
total number of members of the Board.  Except as set forth in the
Company Operating Agreement, the Operating Manager and each other member of the
Company's Board of Managers cannot take or cause the Company to take the
following actions without the approval of the majority of the members of the
Company's Board of Managers:




·
              acquire,
      by purchase, lease, or otherwise, any real property on behalf of the
      Company;
 
 ·
              give
      or grant any options, rights of first refusal, deeds of trust, mortgages,
      pledges, ground leases, security interests, or otherwise encumbering any
      stock, interest in a business entity, promissory note issued to the
      Company, or any asset owned by the
Company;




19






·
            sell,
      convey, or refinance any interest, direct or indirect, that may be
      acquired by the Company in
MonteLago;





·
            cause
      or permit the Company to extend credit to or make any loans or become a
      surety, guarantor, endorser, or accommodation endorser for any person or
      enter into any contracts with respect to the operation or management of
      the business of the Company;




·
            release,
      compromise, assign, or transfer any claims, rights, or benefits of the
      Company;




·
              confess
      a judgment against the Company or submit a Company claim to
      arbitration;




·
            file
      any petition for bankruptcy of the
Company;





·
            distribute
      any cash or property of the Company, other than as provided in the Company
      Operating Agreement;





·
            admit
      a new Member to the Company;





·
            amend
      the Company Operating Agreement; or





·
            take
      any action in contravention of the Company Operating Agreement or which
      would make it impossible or unreasonably burdensome to carry on the
      business of the Company.




Generally,
in all other respects, HBJ has no power or authority to participate in the
management of the Company or to bind or act on behalf of the Company in any way
or to render it liable for any purpose.  Except as otherwise expressly
required by applicable law, Plainfield Holdings as the sole holder of the
Company's Class B Interests has neither any right to vote on any matters to be
voted on by the members of the Company nor any power or authority to participate
in the management of the Company or bind or act on behalf of the Company in any
way or render it liable for any purpose.





Because
the Company has conducted no operations other than in connection with the
ownership of the MonteLago Equity, the Company does not have, and is not
required to have, a separately designated audit, nominating or compensation
committee or committee performing similar functions, and the Company does not
have an audit committee financial expert.  Preparation of the
Company's financial statements is performed by an affiliate of the Company and
is supervised by the Company's Managers.





MonteLago





In
connection with the Company's acquisition of the MonteLago Equity, the Company
and MonteLago executed the MonteLago Operating Agreement.  Under the
terms of the MonteLago Operating Agreement, MonteLago is managed by the
MonteLago Board.  Representatives from various equity holders also
form an Advisory Committee, which makes recommendations to the MonteLago
Board.  Riccardo Ingrassia, formerly the General Manager of the Hyatt
Casino at Lake Las Vegas prior to its closing, currently serves as General
Manager of the Casino.





Other
than powers expressly delegated to the General Manager in its management of the
Casino, the MonteLago Board has all power to control and manage the business and
affairs of MonteLago.  Each Manager of the MonteLago Board has one
vote and actions of the MonteLago Board generally require a majority vote of the
Managers, except that if there are only two members of the MonteLago Board at
any time then a vote of the MonteLago Board at that time must be
unanimous.  Certain actions by the MonteLago Board, however, are
subject to ratification by Members of MonteLago who own in the aggregate at
least a majority of the equity interests of MonteLago, including:





·
            any
      amendment to the MonteLago Operating Agreement or to MonteLago's
      certificate of formation,





·
            any
      merger or combination of MonteLago with or into another entity other than
      when MonteLago is the surviving entity or where MonteLago is converted
      into another form of legal entity pursuant to the MonteLago Operating
      Agreement,





·
            any
      sale or exchange of all or substantially all of the assets of MonteLago or
      any of its affiliates or
subsidiaries,






20







·
            the
      dissolution of MonteLago, change in its form, or the formation of any
      subsidiaries or joint ventures,





·
            the
      compromising, arbitrating, adjusting and litigating of certain claims
      against MonteLago or any of its affiliates or
  subsidiaries,





·
            the
      approval of the annual operating budget and capital expenditure budget for
      MonteLago or any of its affiliates or subsidiaries and the approval of any
      deviation from said budgets,





·
            any
      public offering of securities pursuant to the Securities
    Act,





·
            the
      approval of certain contracts or agreements to which MonteLago or any of
      its affiliates or subsidiaries are a
party,





·
            the
      approval of certain transactions regarding borrowing of money, obtaining
      of credit, issuance of notes, debentures, securities, equity or other
      interests of or in MonteLago and securing of the obligations undertaken in
      connection therewith and entering into of leases for real or personal
      property, and





·
            the
      creation and appointment or elimination of an Advisory Committee to
      MonteLago.





Managers
are required to be licensed or found suitable by the relevant Nevada gaming
authorities in order to engage in the management of a gaming casino in Nevada,
including MonteLago.  For further information about licensing and
suitability requirements, see "Item 1. Business – Regulatory Matters – Nevada
Regulation and Licensing."





Other
than through representation on the Board of Managers, the Members and various
equity holders of MonteLago do not have the right to take part in or interfere
in any manner with the management of MonteLago.  The Members have
voting rights generally limited to those required by law and those specifically
set forth in the MonteLago Operating Agreement.  Except as permitted
by the MonteLago Board and the relevant gaming authorities, the Members are
generally prohibited from transferring all or any part of their interests in
MonteLago.





Compliance
with Section 16(a) of the Exchange Act





The
Company voluntarily registered its Class A Interest pursuant to Section 12(g) of
the Exchange Act by filing a registration statement on Form 10-12G, or the
Registration Statement, on September 10, 2008.  The Registration
Statement was amended and filed with the SEC on October 16, 2008 and on October
31, 2008.  The Registration Statement became effective automatically
60 days after the original filing with the SEC on November 10,
2008.  Alan Ginsberg and HBJ have each filed an Initial Statement of
Beneficial Ownership of Securities on Form 3 on November 13, 2009, which filings
were not timely.  The remaining members of the Company's Board of Managers
have not yet filed their Initial Statement of Beneficial Ownership of Securities
on Form 3.





Code
of Ethics





Since the
Company currently does not have any employees, it does not require and has
not adopted a code of ethics.





Item
11.  Executive Compensation.





Neither
the Company's managing member nor its executive officers are entitled to
compensation from the Company for services rendered to or on behalf of the
Company, or otherwise, in their capacity as managing members or executive
officers.  The managing member and executive officers of the Company
are entitled to reimbursement from the first available funds of the Company for
their direct out-of-pocket costs and expenses incurred on behalf of the Company
that directly relate to the business and affairs of the Company.





Item
12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.





The
following table sets forth, as of November 13, 2009, information regarding
the beneficial ownership of the Company's voting securities by all persons known
to be the beneficial owners of more than 5% of any voting class of the Company
securities.






21







Beneficial
      owner (1)
            Title
      of security
            Amount
      and nature of beneficial ownership (2)
            Percent
      of class of securityHBJ
      Plainfield LLC (3)
            Class
      A unit
            1
      Class A unit (3)
            100%
      (3)Alan
      Ginsberg (4)
            Class
      A unit
            1
      Class A unit
            100%
      (4)





(1)
            The
      address for each beneficial owner is:c/o
      Wydown Management Corp.P.O.
      Box 828Millburn,
      NJ 07041(2)
            Beneficial
      ownership is determined in accordance with the Exchange Act, as amended,
      and the rules and regulations promulgated thereunder.(3)
            HBJ
      is the direct holder of the sole Class A Interest of the Company issued
      and outstanding.(4)
            Alan
      Ginsberg is the sole member of HBJ and, as a result of his ability to
      control HBJ, may be deemed to be a beneficial owner of the Class A
      Interest of the Company directly held by HBJ.  Alan Ginsberg
      also serves as the Operating Manager of the
  Company.





The sole
Class A Interest beneficially owned by Alan Ginsberg has not been pledged as
security.





The
following table sets forth information as of November 13, 2009, regarding
the beneficial ownership of each of the members of the Company's Board of
Managers, Alan Ginsberg, Max Holmes, Joseph Bencivenga, Ronald Johnson, and Marc
Sole of each class of equity securities of the Company, the Company's parent or
the Company's subsidiaries of which they own any beneficial
interest.





Name
      of Member of the Company's Board of Managers or Executive
      Officer
            Title
      of Class of Securities
            Amount
      and Nature of Beneficial Ownership
            Percent
      of ClassAlan
      Ginsberg (1)
            Class
      A unit
            1
      Class A unit
            100%
      (1)Max
      Holmes
            Class
      B unit
            9,999
      Class B units
            100%
      (2)Joseph
      Bencivenga
            None
            None
            0%Ronald
      Johnson
            None
            None
            0%Marc
      Sole
            None
            None
            0%Members
      of the Company's Board of Managers, Executive Officers and as a
      Group
            None
            None
            None





(1)
            Alan
      Ginsberg is the sole member of HBJ and, as a result of his ability to
      control HBJ, may be deemed to be a beneficial owner of the Class A
      Interest of the Company directly held by HBJ.  Alan Ginsberg
      also serves as the Operating Manager of the Company.(2)
            Max
      Holmes is the Chief Investment Officer of Plainfield and has the ability
      to dispose or to direct the disposition of, the Class B units, and may be
      deemed to beneficially own such units.  Max Holmes does not own
      any Class B units directly, and disclaims beneficial ownership of the
      Class B units. Plainfield Holdings, a Delaware limited liability company
      that is a wholly-owned subsidiary of Plainfield Direct Inc., directly owns
      all of the Class B units.





None of
the securities listed in the table above as beneficially owned by the Company's
Managers have been pledged as security.





Item
13.  Certain Relationships and Related Transactions, and Director
Independence.





Limited
Liability and Indemnification under the Company Operating Agreement and the
MonteLago Operating Agreement





The
Company Operating Agreement provides that the Company, its receiver, or its
trustee shall indemnify, save harmless, and pay all judgments and claims against
any member of the Company's Board of Managers, including the Operating Manager
relating to any liability or damage








22





incurred
by reason of any act performed or omitted to be performed by any member of the
Company's Board of Managers, including reasonable attorneys' fees incurred by
the member of the Company's Board of Managers in connection with the defense of
any action based on any such act or omission, which attorneys' fees may be paid
as incurred.  Except as otherwise provided in the Company Operating
Agreement, in the event of any action by a Member against any member of the
Company's Board of Managers, including a Company derivative suit, the Company
shall indemnify, save harmless, and pay all expenses of such member of the
Company's Board of Managers, including reasonable attorneys' fees incurred in
the defense of such action.  Furthermore, the Company shall indemnify,
save harmless, and pay all expenses, costs, or liabilities of any member of the
Company's Board of Managers, if for the benefit of the Company and in accordance
with the Company Operating Agreement said member of the Company's Board of
Managers makes any deposit or makes any other similar payment or assumes any
obligation in connection with any property proposed to be acquired by the
Company and suffers any financial loss as the results of such action. No member
of the Company's Board of Managers shall be indemnified from any liability for
the fraud, intentional misconduct, gross negligence or a knowing violation of
the law which was material to the cause of action.





The
MonteLago Operating Agreement provides that under certain circumstances and
conditions MonteLago will indemnify, defend, and hold harmless the MonteLago
Board, each Member of MonteLago, including Peter Cleary as the Tax Matters
Member, each Member's assignee, each agent appointed by the MonteLago Board, and
their officers, directors, managers, partners, members, shareholders, employees
and agents, the employees and agents of MonteLago, which we refer to
collectively as the Indemnified Persons, from any liability, loss, or damage
incurred by the Indemnified Person by reason of any act performed or omitted to
be performed by the Indemnified Person in connection with the business of
MonteLago and from liabilities or obligations of MonteLago imposed on such
Indemnified Person by virtue of such Indemnified Person's position with
MonteLago, including reasonable attorneys' fees and costs and any amounts
expended in the settlement of any such claims of liability, loss, or
damage.





Other
Transactions





Plainfield
Holdings, owns 99.99% of the Company, which constitutes all of the Company's
non-voting interests.  Plainfield Holdings is wholly owned by the
Plainfield Fund.  The other 0.01% of the Company, which constitutes
the only voting interest of the Company, is owned by HBJ.  HBJ is
responsible for managing the operations of the Company.





During
the year ended July 31, 2009 and during the period from August 22, 2007
(inception) through July 31, 2008, the Plainfield Fund made equity contributions
to the Company totaling $300,360 and $1,718,740, respectively.  On
July 1, 2008, the Company, through a subsidiary, purchased the MonteLago Note
for $1,484,475 ($1,562,500 face value) from Plainfield Gaming Inc., a subsidiary
of the Plainfield Fund.  The MonteLago Note was purchased at estimated
fair market value on the date of transfer.





During
the year ended July 31, 2009, administrative expenses incurred by the Plainfield
Fund of $12,000 have been allocated to the Company and are reflected within the
consolidated statement of operations. During the period from August 22, 2007
(inception) through July 31, 2008, administrative expenses were not allocated to
the Company as they were insignificant.





On
December 31, 2008, the Plainfield Fund loaned $100,000 to CIRI Lakeside Gaming
pursuant to the terms of a promissory note.  The promissory note bears
interest at a fixed rate of 10%, and matured on June 19, 2009.  CIRI
Lakeside Gaming has not repaid the $100,000 loan.  On October 8, 2009,
the Plainfield Fund loaned an additional $66,668 to CIRI Lakeside Gaming
pursuant to the terms of a promissory note.  The promissory note bears
interest at a fixed rate of 10%, and matures on July 1, 2010.





Company's
Parent





HBJ holds
100% of the voting securities of the Company.





Item
14.  Principal Accountants' Fees and Services.





Audit
Fees:





For the
fiscal years ended July 31, 2008 and 2009, we incurred annual audit and
quarterly financial statement review fees totaling approximately $74,563 and
$33,017, respectively, to Piercy Bowler Taylor & Kern, Certified Public
Accountants, the Company's independent registered public accounting
firm.






23







Audit-Related
Fees





For the
fiscal years ended July 31, 2008 and July 31, 2009, we incurred $18,203 and zero
fees to Piercy Bowler Taylor & Kern, Certified Public Accountants, for
services reasonably related to the performance of audit and financial statement
review.





Tax
Fees:





For the
fiscal years ended July 31, 2008 and July 31, 2009, we incurred no fees to
Piercy Bowler Taylor & Kern, Certified Public Accountants for tax
services.





All
Other Fees:





For the
fiscal years ended July 31, 2008 and July 31, 2009, we incurred no other fees to
Piercy Bowler Taylor & Kern, Certified Public Accountants, for products and
services other than the services reported above.





Audit
Committee Policies and Procedures:





We are
not required to and do not currently have an audit committee or committee
performing similiar functions since the Company has conducted no operations
other than in connection with the ownership of the MonteLago
Equity.  The foregoing services of our independent registered
accounting firm were pre-approved by the Company's Board of
Managers.





PART
IV





Item
15.  Exhibits and Financial Statement Schedules.





DESCRIPTION
OF EXHIBITS





Exhibit
              Number
            Description2.1
            Amended
      and Restated Purchase and Sale Agreement, dated as of May 16, 2007, by and
      among Cook Inlet Region Inc., CIRI Lakeside Gaming Investors, LLC and
      Casino MonteLago Holding, LLC*3.1
            Certificate
      of Formation, dated as of August 22, 2007, of Plainfield Enterprises
      LLC*3.2
            Amended
      and Restated Limited Liability Company Agreement, dated as of September 2,
      2008 of Plainfield Enterprises LLC*10.1
            Amended
      and Restated Exchangeable Promissory Note, dated as of June 20, 2007, of
      Casino MonteLago Holding, LLC*10.2
            Conditional
      Covenant Not to Execute, dated as of September 4, 2009, by and between
      CIRI Lakeside Gaming Investors, LLC and Village Hospitality
      LLC21.1
            List
      of Subsidiaries of Plainfield Enterprises LLC*31.1
            Section
      302 Certification of Principal Executive Officer and Principal Financial
      Officer32.1
            Certification
      pursuant to 18 U.S.C. Section 1350





________________


*  Filed
previously with the Company's Form 10-12G on September 10, 2008.








24





INDEX
TO FINANCIAL STATEMENTS





Historical Financial Statements for
Plainfield Enterprises LLC and Subsidiaries





Report
      of Independent Registered Public Accounting Firm
            F-2Consolidated
      Balance Sheets as of July 31, 2009 and 2008
            F-3Consolidated
      Statements of Operations for the year ended July 31, 2009 and for the
      period
              from August 22, 2007
      (inception) through July 31, 2008
            F-4Consolidated
      Statements of Members' Equity (Deficiency) for the year ended July 31,
      2009 and for the
              period from August 22, 2007 (inception) through July 31,
    2008
            F-5Consolidated
      Statements of Cash Flows for the year ended July 31, 2009 and for the
      period
              from August 22, 2007 (inception)
      through July 31, 2008
            F-6Notes
      to Consolidated Financial Statements
            F-7










F-1







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Board of
Managers of


Plainfield
Enterprises LLC





We have
audited the accompanying consolidated balance sheets of Plainfield Enterprises
LLC and its subsidiaries (collectively the Company) as of July 31, 2009 and
2008, and the related consolidated statements of operations, members' equity and
cash flows for the year ended July 31, 2009, and for the period from August 22,
2007 (inception) through July 31, 2008.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of the Company as of July
31, 2009 and 2008, and its consolidated results of operations and cash flows for
the year ended July 31, 2009, and for the period from August 22, 2007
(inception) through July 31, 2008, in conformity with accounting principles
generally accepted in the United States.





As
indicated in Notes 4 and 5 to the consolidated financial statements, the
Company's principal asset is its indirect investment in Casino MonteLago, which is carried at estimated
fair value.  Casino MonteLago is operated in a leased
facility.  In July 2009, a Nevada court ruled that the lease was not
valid and, in September 2009, a conditional agreement was reached that provides
for, among other things, the surrender of the property no later than September
8, 2010.  As a result, the Company's indirect investment in Casino
MonteLago may be liquidated in the near future.  Accordingly, as
indicated in Note 5 to the consolidated financial statements, management changed
its method of estimating the fair value of its investment, which value may
change significantly in the near term based on evolving events.





/s/ PIERCY BOWLER TAYLOR &
KERN





Piercy
Bowler Taylor & Kern


Certified
Public Accountants








Las
Vegas, Nevada





November
13, 2009













F-2







Plainfield
Enterprises LLC and Subsidiaries





Consolidated
Balance Sheets


July
31, 2009 and 2008








ASSETS2009
            
            
            2008Current
      assetsconsisting of
      cash
            
            $
            42,184
            
            
            $
            ─Investment
      in Casino MonteLago Holding, LLC
            
            
            312,000
            
            
            
            1,230,000Gaming
      and related license costs
            
            
            119,402
            
            
            
            154,624$
            473,586
            
            
            $
            1,384,624LIABILITIES
      AND MEMBERS' EQUITYCurrent liabilities
      consisting of accounts payable and accrued expenses
            
            $
            18,555
            
            
            $
            46,013Members'
      equityClass
      A units (1 unit issued and outstanding)
            
            
            202
            
            
            
            172Class
      B units (9,999 units issued and outstanding)
            
            
            2,018,898
            
            
            
            1,718,568Deficit
            
            
            (1,564,069
            )
            
            
            (380,129
            )455,031
            
            
            
            1,338,611$
            473,586
            
            
            $
            1,384,624





See
notes to consolidated financial statements.







F-3







Plainfield
Enterprises LLC and Subsidiaries





Consolidated
Statements of Operations


For
the Year Ended July 31, 2009 and


For
the Period from August 22, 2007 (inception) through July 31, 2008











2009
            
            2008Unrealized
      loss on investment in Casino MonteLagoHolding,
      LLC
            
            $
            918,000
            
            $
            332,500Professional
      fees
            
            
            219,314
            
            
            47,429License
      fees
            
            
            28,726
            
            
            ─Other
      expenses
            
            
            17,900
            
            
            200Net
      loss
            
            $
            1,183,940
            
            $
            380,129





See
notes to consolidated financial statements.







F-4





Plainfield
Enterprises LLC and Subsidiaries





Consolidated
Statements of Members' Equity (Deficiency)


For
the Year Ended July 31, 2009 and


For
the Period from August 22, 2007 (inception) through July 31, 2008








Class
      A Units
            
            
            Class
      B Units
            
            
            Retained
      Earnings
            
            
            Total
      Members' EquityNet
      loss from August 22, 2007 through July 31, 2008
            
            $
            ─
            
            
            $
            ─
            
            
            $
            (380,129
            )
            
            $
            (380,129
            )Capital
      contributions
            
            
            172
            
            
            
            1,718,568
            
            
            ─
            
            
            
            1,718,740Balances,
      July 31, 2008
            
            
            172
            
            
            
            1,718,568
            
            
            
            (380,129
            )
            
            
            1,338,611Net
      loss
            
            ─
            
            
            ─
            
            
            
            (1,183,940
            )
            
            
            (1,183,940
            )Capital
      contributions
            
            
            30
            
            
            
            300,330
            
            
            ─
            
            
            
            300,360Balances,
      July 31, 2009
            
            $
            202
            
            
            $
            2,018,898
            
            
            $
            (1,564,069
            )
            
            $
            455,031





See
notes to consolidated financial statements.




F-5








Plainfield
Enterprises LLC and Subsidiaries





Consolidated
Statements of Cash Flows


For
the Year Ended July 31, 2009 and


For
the Period from August 22, 2007 (inception) through July 31, 2008











2009
            
            
            
            2008Operating
      activitiesNet
      loss
            
            $
            (1,183,940
            )
            
            $
            (380,129
            )Adjustments
      to reconcile net loss to net cash used in operations:Unrealized
      loss on investment in Casino MonteLago Holding, LLC
            
            
            918,000
            
            
            
            332,500(Decrease)
      increase in accounts payable and accrued expenses
            
            
            (26,074
            )
            
            
            44,629Net
      cash used in operating activities
            
            
            (292,014
            )
            
            
            (3,000)Investing
      activitiesGaming
      and related license costs
            
            
            (10,454
            )
            
            
            (153,240
            )Gaming
      license refund
            
            
            44,292
            
            
            
            ─Investment
      in Casino MonteLago Holding, LLC
            
            
            ─
            
            
            
            (1,562,500
            )Net
      cash provided by (used in) investing activities
            
            
            33,838
            
            
            
            (1,715,740
            )Financing
      activitiesCapital
      contributions
            
            
            300,360
            
            
            
            1,718,740Net
      increase in cash and balance end of period
            
            $
            42,184
            
            
            $
            ─





See
notes to consolidated financial statements.






F-6





Plainfield
Enterprises LLC and Subsidiaries





Notes
to Consolidated Financial Statements





NOTE
1 - Organization





Plainfield
Enterprises LLC (the "Company") was formed on August 22, 2007, at the direction
of Plainfield Direct Inc. (the "Plainfield Fund"), which is an affiliate of
Plainfield Asset Management LLC ("Plainfield").  The Company was
formed for the purpose of participating in various activities relating to the
gaming industry including holding equity in gaming industry related
businesses.





The
Company had no revenue-generating business prior to the acquisition, through its
wholly-owned subsidiary, Plainfield AcquisitionCo LLC ("AcquisitionCo"), of a
$1,562,500 unsecured exchangeable note (the "MonteLago Note") receivable from
Casino MonteLago Holding, LLC ("MonteLago") (the "MonteLago
Transaction").  MonteLago owns a 100% equity interest in CIRI Lakeside
Gaming Investors, LLC, ("CIRI Lakeside Gaming"), which operates Casino MonteLago
(the "Casino") located at Lake Las Vegas in Henderson, Nevada.  On
November 20, 2008, the Company was granted a Nevada gaming
license.  By its terms, the MonteLago Note automatically converted
into a 33.33% equity interest in MonteLago (the "MonteLago Equity") on that
date.





The
Company currently has two issued and outstanding classes of member units,
including one Class A unit (the "Class A Interest") issued and outstanding which
represents all of its voting equity interests and is held by HBJ Plainfield LLC
("HBJ"), and 9,999 Class B units (the "Class B Interests") issued and
outstanding, which represents all of its non-voting equity interests and are
held by Plainfield Enterprises Holdings LLC ("Plainfield Holdings") that is a
wholly-owned subsidiary of the Plainfield Fund.  HBJ is owned by Alan
Ginsberg, who also serves as HBJ's President, Secretary and
Treasurer.  The Company does not currently intend to issue any
additional units.





All
matters of the Company that are subject to the vote of its members, including
the appointment and removal of managers, will be controlled by HBJ, the sole
managing member of the Company. Alan Ginsberg, the sole HBJ principal, is also
the Company Operating Manager and has responsibility for the Company's
day-to-day management and operations. The remaining Company Managers are Max
Holmes, Joseph Bencivenga, Ronald Johnson and Marc Sole.  The Class B
Interests issued to Plainfield Holdings allow Plainfield Holdings and its sole
member, the Plainfield Fund, to invest in the Company without having any voting
power or power to control the operations or affairs of the Company, except as
otherwise required by law.  If Plainfield Holdings or its sole member
had any of the power to control the operations or affairs of the Company
afforded to holder to the Class A Interest, they and their respective
constituent equity holders would generally be required, in connection with the
Company's prospective investment in MonteLago, to be licensed or found suitable
under the gaming laws and regulations of the State of Nevada.  In
connection with the formation of the Company, HBJ and Plainfield Holdings have
executed the Amended and Restated Limited Liability Company Agreement of the
Company, dated September 2, 2008 (the "Company Operating
Agreement").





HBJ is
managed by Alan Ginsberg, and the Company is managed by a Board of Managers
consisting of Alan Ginsberg, as Operating Manager, and Max Holmes, Joseph
Bencivenga, Ronald Johnson, and Marc Sole, as Managers.  Plainfield
Enterprises Inc. ("Blocker") is a separately taxed, non-flow through entity.
Blocker will be taxed on its share of the income relating to the Company's
business rather than the investors in the Plainfield Fund.





NOTE  2
- Significant Accounting Policies





Principles
of Consolidation





The
accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Blocker and
AcquisitionCo.  All significant intercompany accounts and transactions
have been eliminated in consolidation.  The Company has evaluated the
consolidated financial statements for subsequent events through November 13,
2009, which was the date the consolidated financial statements were issued and
the Company's annual report on Form 10-K was filed with the U.S. Securities and
Exchange Commission.





Cash
and Equivalents





Cash and
equivalents include all highly liquid instruments purchased with an original
maturity of three months or less at the time of purchase.






F-7







Statement
of Cash Flows





At the
request and solely for the convenience of the Company and its subsidiaries, all
disbursements relating to the Company's business activities were made by the
Plainfield Fund directly to the vendors.  Accordingly, these
activities are treated as constructive cash inflows and outflows in the
statement of cash flows.





Valuation
of Investments





The
Company measures and accounts for its investment in MonteLago (Note 5) at
estimated fair value.  As there is no readily available market price
for this investment security, estimated fair value is determined on a quarterly
basis by management, utilizing a number of different valuation approaches
including the income approach, the market comparable approach and the
transaction approach.  Therefore, the Company presents its investment
in MonteLago at estimated fair value on the consolidated balance
sheets.  At July 31, 2009 and 2008, respectively, the fair value of
this asset was $312,000 and $1,230,000, respectively.  The inputs used
in the Company's fair value estimation methodology are classified as Level 3
(significant unobservable inputs) within the fair value
hierarchy.  The choice of which technique(s) to use and weights
assigned to factors within each approach may vary depending on the
circumstances.  Without a readily available market value and because
of the inherent uncertainty of valuation, the estimated fair value of the
Company's investment in MonteLago may differ materially from the value that
would have been used if a ready market existed.  Changes in the fair
value of the Company's investment in MonteLago are shown as unrealized gains or
losses on the consolidated statements of operations.  Dividend income
has not yet been received from the Company's investment in
MonteLago.  To the extent that it is received in the future, it will
be shown as "dividend income" on the Company's consolidated statement of
operations.





Gaming
Licenses





Professional
fees and other costs associated with the applications for licensure of the
Company and its consolidated subsidiaries and certain of its beneficial owners,
including payments to regulatory agencies, have been capitalized as indefinite
life intangible assets based on Company management's initial assessment that it
was probable that such licenses would be granted, enabling the Company to hold
direct and indirect ownership interests in gaming enterprises, and thereby
benefit future periods through cash flows generated by these holdings. These
fees and costs have been determined to be indefinite life intangible assets
based on expectations that they would enable the Company and/or its consolidated
subsidiaries to hold direct and indirect ownership interests in gaming
enterprises for an indefinite amount of time.  Therefore, they are not
amortized.





Such
assets are evaluated at least annually (and more frequently when circumstances
warrant) to determine if events or changes in circumstances indicate that the
probability that such assets will continue to benefit future periods might have
been impaired. Examples of such events or changes in circumstances that might
indicate impairment of these assets might include an active or likely regulatory
threat to the availability or viability of a license, specifically, as a result
of (i) non-compliance with regulations, (ii) an adverse change in the legal,
regulatory or business climate relative to gaming nationally or in the
jurisdiction, or (iii) a significant long-term decline in historical or
forecasted earnings or cash flows of MonteLago or the fair value of its property
or business possibly as a result of competitive or other economic or political
factors.  Despite the uncertainty related to the Casino's leased
premises and the negotiations regarding a possible sale of all the Casino's
assets, management believes that the licenses continue to benefit future periods
and that the costs will be recovered through future cash flows.





Income
Taxes





As a
limited liability company, the Company is treated as a partnership under
applicable federal tax rules. Accordingly, its income, losses and other tax
attributes pass through to its owners (the members). For state income tax
purposes, limited liability companies are also generally treated as partnerships
with the respective tax attributes passed through to its owners, the
members.





The
Company's wholly-owned subsidiary, Blocker, is a taxable corporation that is
consolidated into the Company's financial statements. Accordingly, the Company
accounts for income taxes incurred and record net deferred tax assets to the
extent the Company believes these assets will more likely than not be realized.
In making such determination, the Company considers all available positive and
negative evidence, including scheduled reversals of deferred tax liabilities,
projected future taxable income, tax planning strategies and recent financial
operations. In the event the Company were to determine that it would be able to
realize its deferred income tax assets in the future in excess of their net
recorded amount, the Company would make an adjustment to the valuation allowance
which would reduce the provision for income taxes.





Although
all tax years since the Company's inception are open to audit, management has
reviewed the tax positions of the Company and its subsidiaries, including their
status as taxable or pass-through entities, and determined that the Company and
its subsidiaries had no significant uncertain tax positions at July 31, 2009 and
2008.  The Company's management has elected to present income tax
related penalties and interest, if any, as a component of income tax expense
(benefit) (Note 6).






F-8





Use
of Estimates





The
preparation of financial statements in accordance with generally accepted
accounting principles requires the Company's management to make estimates that
affect the reported amounts, some of which estimates may require revision in
future periods.  The estimated fair value of the Company's investment
in MonteLago may change materially within the next year based on evolving events
and circumstances.





Concentrations





The
Company and its consolidated subsidiaries are economically dependent upon one
investment in the gaming industry. In addition, the United States is involved in
a widespread recession along with a war and other factors, such as reduced
credit and capital availability, increased fuel costs and negative valuation
trends in residential housing that are likely to have far-reaching effects on
the economic activity in the country for an indeterminable
period.  The long-term impact on the gaming industry generally, and
the specific gaming jurisdiction in which the Casino operates, cannot be
predicted at this time, but may be substantial.





NOTE  3
- Membership Units





With the
exception of voting rights, the rights of Class A and Class B Units are
identical. Each of the Company's membership units, both Class A and Class B,
represent a percentage interest in the Company equal to the quotient determined
by dividing one by the aggregate number of units, both Class A and Class B, held
by all members as of the date of the determination. The economic rights, risks
and rewards are all shared by the members ratably according to their respective
percentage interests.





NOTE
4 – Notice of Eviction and Negotiations with Landlord





On
February 25, 2009, CIRI Lakeside Gaming received a notice to vacate its leased
premises located at 1600 Lake Las Vegas Parkway, Henderson, Nevada 89011 (the
"Property") from its landlord, Village Hospitality, LLC ("Village
Hospitality").  The Company currently owns 33.33% of the equity
interest in MonteLago, which operates the Casino located at the Property through
its wholly-owned subsidiary, CIRI Lakeside Gaming.  CIRI Lakeside
Gaming challenged this notice to vacate with the district court in Clark County,
Nevada.  The primary issue surrounding the dispute was the existence
or non-existence of a written consent made by Village Hospitality to the lease
agreement made by and between CIRI Lakeside Gaming and the prior owners of the
Property.  Village Hospitality argued that no written consent existed
and that the lease agreement was not valid.  CIRI Lakeside Gaming
argued that it was advised by the prior owners of the Property that the prior
owners had received the written consent.  However, a copy of the
written consent had not been produced.





On July
15, 2009, the District Court in Clark County, Nevada ruled that a temporary writ
of restitution be issued against CIRI Lakeside Gaming and in favor of Village
Hospitality. The district court's ruling provided for the potential eviction and
removal of CIRI Lakeside Gaming from the Property within 15 days of the date of
the district court's ruling.





On
September 4, 2009, CIRI Lakeside Gaming entered into a Conditional Covenant Not
to Execute (the "Conditional Agreement") with Village
Hospitality.  Pursuant to the terms of the Conditional Agreement,
Village Hospitality agreed to provide CIRI Lakeside Gaming 65 days prior written
notice before removing CIRI Lakeside Gaming from the Property.  The
terms of the Conditional Agreement also provide that Village Hospitality may
remove CIRI Lakeside Gaming from the Property five days after giving written
notice following the occurrence of certain events of default set forth in the
Conditional Agreement.  The Conditional Agreement further provides
that CIRI Lakeside Gaming must surrender the Property no later than September 8,
2010, subject to the specific terms and conditions of the Conditional
Agreement.  If CIRI Lakeside Gaming is unable to remain on the
Property and/or realize sufficient proceeds on the disposition of its assets,
the Company may not be able to recover all or a significant portion of the
carrying value of its investment in MonteLago (Note 5).





NOTE
5 - Investment in Casino MonteLago Holding, LLC





On July
1, 2008, the Company, through a subsidiary, purchased from Plainfield Gaming
Inc., a subsidiary of the Plainfield Fund, a $1,562,500 unsecured exchangeable
note receivable from MonteLago for $1,484,475, the estimated fair value at that
time.  MonteLago owns 100% of the equity interest in CIRI Lakeside
Gaming, which operates the Casino.  Because of the Company's
relationship to the Plainfield Fund and the fact the transfer














F-9





occurred
in anticipation of filing a registration statement pursuant to Section 12(b) or
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the investment (and related capital contribution) was recorded at $1,562,500,
the Plainfield Fund's original historical cost basis, in accordance with Staff
Accounting Bulletin 5G. On November 20, 2008, the Company was granted a Nevada
gaming license.  As a result, the MonteLago Note automatically
converted into a 33.33% equity interest in MonteLago on that date.





There
have been no purchases or sales of this asset since its initial purchase on July
1, 2008 which, as previously discussed, was disregarded for the purpose of
initially recording the investment.





July
31, 2009 Valuation





As
described in Note 4, CIRI Lakeside Gaming recently entered into the Conditional
Agreement with Village Hospitality to operate the Casino only through September
8, 2010.  Under the terms of the Conditional Agreement, CIRI Lakeside
Gaming may be required to vacate the Property before September 8, 2010, if
Village Hospitality provides 65 days prior written notice or as little as five
days prior written notice upon the occurrence of certain events of
default.  Based on the terms of the Conditional Agreement, the
Casino's recent operating results and the highly uncertain economic outlook for
the gaming industry generally and the Las Vegas, Nevada area and the Lake Las
Vegas sub-market specifically, the Company has determined that it is unlikely
that the Casino will generate significant positive cash flows from operations
over the next year.  Additionally, CIRI Lakeside Gaming is currently
in negotiations with third parties regarding a possible sale of all the Casino's
assets.





Considering
the foregoing uncertainty, the Company has concluded that at July 31, 2009, the
most appropriate technique for estimating the fair value of its investment in
MonteLago is to use a probability-weighted recovery model in which the Company
assigns probabilities to various cash recovery scenarios upon the sale of all
the Casino's assets to a third party.  Management estimates the range
of potential recovery to be from zero to $1,500,000.





At July
31, 2009, the significant assumptions used to value the MonteLago investment are
summarized as follows:





Zero
      recovery scenario
            65.0%
      weightingUpside
      recovery scenario
            11.7%
      weightingModerate
      recovery scenario
            11.7%
      weightingDownside
      recovery scenario
            11.7%
      weighting





July
31, 2008 Valuation





As of
July 31, 2008, the recorded value of the MonteLago Note receivable was adjusted
to its current estimated fair value using primarily a discounted cash flow
approach to value and current assumptions as to typical market discount rates,
illiquidity discount factors, forecasts of operating income/cash flow for the
Casino and other financial performance trends, excess cash deposits and
long-term debt associated with the Casino operation, and/or regulatory and other
matters such as any change in status of the Casino's gaming license or the
Company's license applications. Operating income/cash flow is defined as
prospective estimated earnings before interest, income taxes, depreciation and
amortization, also sometimes referred to as "EBITDA" and herein as "free cash
flow."





The
discounted cash flow approach to estimate the fair value of the receivable
utilized three "free cash flow" scenarios which the Company's management
believes are within a range of reasonably possible results. Based on Company
management's judgment, a weighting of 65% was assigned to the "free cash flow"
point forecast and 20% and 15% to the upside and downside scenarios,
respectively. In estimating the terminal value multiple and the discount rate,
which is calculated using the capital asset pricing model ("CAPM"), market data
of public gaming related companies is considered. The risk-free rate used in the
CAPM is based on the yield to maturity of a 10-year treasury security. The beta
is determined based on an analysis of comparable public companies, and the
market risk premium is derived from an analysis of historical risk premiums.
Similarly, the illiquidity discount rate is derived from an analysis of
historical market discounts.





At July
31, 2008, the significant assumptions used to value the MonteLago Note
receivable are summarized as follows:





Terminal
      value multiple
            7.4Discount
      rate
            18.1%Casino
      "free cash flow" forecasts range (prospective years 1-5):Point
      forecast                                           (65%
      weighting)
            $210,000
      to $1,230,000Upside
      scenario                                       (20%
      weighting)
            $450,000
      to $3,020,000Downside
      scenario                                  (15%
      weighting)
            $170,000
      to $980,000






F-10







These
significant assumptions result in an "entity value" estimate for the Casino
(debt free) which was adjusted up (down) for the following factors to which the
Company's effective 33.33% equity interest in MonteLago was applied to arrive at
the estimated fair value of the MonteLago Note receivable, before adjustment for
illiquidity:





Excess
      cash
            $240,000Casino
      related long-term debt
            ($1,700,000)Illiquidity
      discount rate
            40%








NOTE
6 - Income Taxes





Blocker,
a wholly-owned subsidiary of the Company, elected effective upon its inception
on September 11, 2007, to be taxed as a corporation.  The Company owns
100% of Blocker, which, in turn, owns 100% of AcquisitionCo.  As of
July 31, 2009 and 2008, AcquisitionCo's only holding was its investment in
MonteLago.  Accordingly, changes in the market value of the MonteLago
Note generate deferred tax assets or liabilities for Blocker and are reported on
the Company's financial statements.  As of July 31, 2009 and 2008,
unrealized losses associated with the change in estimated fair value of the
asset created deferred tax assets of $448,472 and $97,337, respectively. As of
July 31, 2009 and 2008, the Company provided a 100% valuation allowance against
these deferred tax assets, resulting in no net deferred tax asset because
management believes that it is not more likely than not that such asset will be
realized.  Since conversion of the MonteLago Note into the MonteLago
Equity, the flow-through earnings (loss) of MonteLago are taxed to
Blocker.  The Company incurs certain other costs, primarily associated
with being a public company, including professional and other fees, which, for
tax purposes, flow through to its members.





The
following table presents a reconciliation of the provision for income taxes with
that determined by applying the statutory United States federal income tax rate
to income before income taxes for the period presented:





July
      31, 2009Dollars
            
            
            PercentageStatutory
      federal rate
            
            $
            (414,379
            )
            
            
            35.0
            %State
      tax adjustment
            
            
            (38,478
            )
            
            
            3.3
            %Amounts
      not subject to income tax
            
            
            101,722
            
            
            
            -8.6
            %Change
      in valuation allowance
            
            
            351,135
            
            
            
            -29.7
            %Tax
      provision at effective rate
            
            $
            -
            
            
            
            -
            %








July
      31, 2008Dollars
            
            
            PercentageStatutory
      federal rate
            
            $
            (133,045
            )
            
            
            35.0
            %State
      tax adjustment
            
            
            (12,354
            )
            
            
            3.3
            %Amounts
      not subject to income tax
            
            
            48,062
            
            
            
            -12.7
            %Change
      in valuation allowance
            
            
            97,337
            
            
            
            -25.6
            %Tax
      provision at effective rate
            
            $
            -
            
            
            
            -
            %






F-11





The tax
cost basis of the MonteLago Equity is $1,484,475.





NOTE
7 – Significant Investee





The
following tables presents the unaudited condensed financial information of CIRI
Lakeside Gaming as of July 31, 2009 and 2008, and for the years ended July 31,
2009 and 2008, prepared assuming CIRI Lakeside Gaming continues as a going
concern, without adjustments for the possible effects, if any, of the outcome of
the uncertainty regarding a possible liquidation of all the Casino's
assets:








2009
            
            
            2008Balance
      SheetCurrent
      assets
            
            $
            1,633,413
            
            
            $
            2,592,900Property
      and equipment, net
            
            
            1,769,029
            
            
            
            1,654,307Other
            
            
            792,343
            
            
            
            877,967$
            4,194,785
            
            
            $
            5,125,174Current
      liabilities
            
            $
            3,273,844
            
            
            $
            2,399,293Long-term
      liabilities
            
            
            955,184
            
            
            
            1,692,355Member's
      equity
            
            
            (34,243
            )
            
            
            1,033,526$
            4,194,785
            
            
            $
            5,125,174





Income
      StatementNet
      revenues
            
            $
            11,338,531
            
            
            $
            13,212,897Loss
      from operations
            
            
            (678,182
            )
            
            
            (874,988
            )Net
      loss
            
            $
            (1,048,067
            )
            
            $
            (1,794,969
            )








NOTE
8 - Related Party Transactions





Plainfield
Holdings owns 99.99% of the Company, which constitutes all of the Company's
non-voting interests.  Plainfield Holdings is wholly-owned by the
Plainfield Fund.  The other 0.01% of the Company, which constitutes
the only voting interest of the Company, is owned by HBJ.  HBJ is
responsible for managing the operations of the Company.





During
the year ended July 31, 2009 and during the period from August 22, 2007
(inception) through July 31, 2008, the Plainfield Fund made equity contributions
to the Company totaling $300,360 and $1,718,740, respectively.  On
July 1, 2008, the Company, through a subsidiary, purchased the MonteLago Note
for $1,484,475 ($1,562,500 face value) from Plainfield Gaming Inc., a subsidiary
of the Plainfield Fund.  The MonteLago Note was purchased at estimated
fair market value on the date of transfer.





During
the year ended July 31, 2009, administrative expenses incurred by the Plainfield
Fund of $12,000 have been allocated to the Company and are reflected within the
consolidated statement of operations. During the period from August 22, 2007
(inception) through July 31, 2008, administrative expenses were insignificant
and not allocated to the Company.





On
December 31, 2008, the Plainfield Fund loaned $100,000 to CIRI Lakeside Gaming
pursuant to the terms of a promissory note that bore interest at a fixed rate of
10% and matured on June 19, 2009.  CIRI Lakeside Gaming has not repaid
the $100,000 loan and continues to accrue interest.  On October 8,
2009, the Plainfield Fund loaned an additional $66,668 to CIRI Lakeside Gaming
pursuant to the terms of a promissory note.  The promissory note bears
interest at a fixed rate of 10%, and matures on July 1, 2010.








F-12





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Date: November 13, 2009
            
            PLAINFIELD
      ENTERPRISES LLCBy:
            /s/
      Alan GinsbergName:
      Alan GinsbergTitle:   Operating
      Manager
























Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities indicated on November 13, 2009.







Signature
            Title________/s/ Alan
      Ginsberg__________
              Alan
      Ginsberg
            Operating
      Manager
              (Principal
      Executive, Financial and Accounting Officer)________/s/ Max
      Holmes___________
              Max
      Holmes
            Manager______/s/ Joseph
      Bencivenga________
              Joseph
      Bencivenga
            Manager_______/s/ Ronald
      Johnson_________
              Ronald
      Johnson
            Manager_________/s/ Marc
      Sole___________
              Marc
      Sole
            Manager