##### Table of Contents



As filed with the Securities and Exchange Commission on
    June 26, 2006
 
 Registration
    No. 333-134325
   UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
    
  Amendment No. 3 to
 
  Form S-4
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
     The Majestic Star Casino,
    LLC
 The Majestic Star Casino
    Capital Corp.
 Majestic Star Casino Capital
    Corp. II
 and the Guarantors listed on
    Schedule A Hereto
 (Exact names of Co-Registrants
    as Specified in their Charters)
 Indiana

7900

43-1664986Indiana

7900

35-2100872Indiana

7900

20-3879309(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Numbers)

(I.R.S. Employer
    Identification Numbers)   301 Fremont Street,
    12th Floor
    Las Vegas, Nevada 89101
    (702) 388-2400 (Address, including
    zip code, and telephone number,
    including area code, of Co-Registrants
    principal executive offices)
  Jon S. Bennett
 Vice President and Chief
    Financial Officer
 The Majestic Star Casino,
    LLC
 The Majestic Star Casino Capital
    Corp.
 Majestic Star Casino Capital
    Corp. II
 301 Fremont Street,
    12th Floor
 Las Vegas, Nevada
    89101
 (702) 388-2224
 (Name, address, including zip
    code, and telephone
 number, including area code, of
    agent for service)
  With a copy to:
  Jin-Kyu Koh, Esq.
 Dykema Gossett PLLC
 400 Renaissance Center
 Detroit, Michigan
    48243
 (313) 568-6627
      Approximate date of commencement of proposed sale to the
    public:
 o
 o
 o
  The co-registrants hereby amend this registration statement
    on such date or dates as may be necessary to delay its effective
    date until the co-registrants shall file a further amendment
    which specifically states that this registration statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act or until this registration statement shall
    become effective on such date as the Securities and Exchange
    Commission acting pursuant to said Section 8(a) may
    determine.




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##### Table of Contents



SCHEDULE A
  OTHER
    REGISTRANTSGUARANTORS
  PrimaryState or Other

Standard


IRSJurisdiction of

Industrial


EmployerIncorporation or

Classification


IdentificationName of Registrant

Organization

Code Number


NumberBarden Colorado Gaming, LLC


Colorado



7900



91-2118674Barden Mississippi Gaming, LLC


Mississippi



7900



62-1868783Buffington Harbor Parking
    Associates, LLC


Delaware



7900



35-2118254Buffington Harbor Riverboats, LLC


Delaware



7900



35-1965780The Majestic Star Casino II,
    Inc.


Delaware



7900



20-3910927   (702) 388-2400




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The
information in this proxy statement/prospectus is not complete
and may be changed. We may not sell the securities offered by
this proxy statement/prospectus until the registration statement
filed with the Securities and Exchange Commission is effective.
This proxy statement/prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities in any
jurisdiction where an offer or solicitation is not permitted.  SUBJECT TO COMPLETION, DATED
    JUNE 23, 2006
  PROSPECTUS
 $40,000,000The Majestic Star Casino,
    LLC
    The Majestic Star Casino Capital Corp.
  Offer To Exchange
    91/2% Senior
    Secured Notes Due 2010,
    which have been registered under the Securities Act of 1933,
    for any and all outstanding
    91/2% Senior
    Secured Notes Due 2010
  $200,000,000The Majestic Star Casino,
    LLC
    Majestic Star Casino Capital Corp. II
  Offer To Exchange
    93/4% Senior
    Notes Due 2011,
    which have been registered under the Securities Act of 1933,
    for any and all outstanding
    93/4% Senior
    Secured Notes Due 2011
  1 2 1 2
  3 4 3 4
    Please
    consider the following:
  
    Our offers to exchange the unregistered notes expires at
    5:00 p.m. New York City time,
    on          ,
    2006, unless we extend the exchange offers.
    You should carefully review the procedures for tendering the
    unregistered notes beginning on page 13 of this prospectus. If
    you do not follow these procedures, we may not exchange your
    unregistered notes for registered notes.
    If you fail to tender your unregistered notes, you will continue
    to hold unregistered notes and your ability to transfer them
    could be adversely affected.
    No public market currently exists for the unregistered notes. We
    do not intend to list the registered notes on any securities
    exchange and, therefore, no active public market is anticipated.
    You may withdraw tenders of unregistered notes at any time
    before the exchange offers expire.
    The exchange of registered notes for unregistered notes will not
    be a taxable exchange for U.S. federal income tax purposes.
    We will not receive any proceeds from the exchange offers.
    We are not asking you for a proxy and you are requested not to
    send us a proxy.  For a discussion of certain factors that you should consider
    before participating in these exchange offers, see Risk
    Factors beginning on page 13 of this prospectus.




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##### 



We have not authorized anyone to give any information or to
    make any representations other than those contained or
    incorporated by reference in this prospectus. You must not rely
    upon any information or representation not contained or
    incorporated by reference in this prospectus as if we had
    authorized it. This prospectus does not constitute an offer to
    sell or the solicitation of an offer to buy any securities other
    than the registered securities to which it relates, nor does
    this prospectus constitute an offer to sell or the solicitation
    of an offer to buy securities in any jurisdiction to any person
    to whom it is unlawful to make such offer or solicitation in
    such jurisdiction.
    TABLE OF
    CONTENTS
  
  Where You Can Find
    More Information


iiIncorporation of
    Certain Documents by Reference


iiMarket and Industry
    Data


iiForward-Looking
    Statements


iiiProspectus
    Summary


1Risk
    Factors


14Use of
    Proceeds


25Capitalization


26Unaudited Pro Forma
    Condensed Combined Financial Information


27Selected Historical
    Financial and Operating Data


33Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


36Quantitative and
    Qualitative Disclosure About Market Risk


62Business


64Management


72Summary
    Compensation Table


74Security Ownership
    of Certain Beneficial Owners and Management


76Certain
    Relationships and Related Transactions


77Description of
    Credit Facility, Intercreditor Agreement, and the Existing
    Senior Secured Notes


78The Exchange
    Offers


79Description of the
    Registered Senior Secured Notes


92Description of the
    Registered Senior Notes


130Book-Entry;
    Delivery and Form


164Government
    Regulation and Licensing


167United States
    Federal Income Tax Considerations


174Plan of
    Distribution


178Legal
    Matters


179Experts


179Index of
    Consolidated Financial Statements


F-1Consents of Ernst & Young LLP   i




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WHERE YOU
    CAN FIND MORE INFORMATION  Form S-4
  Forms 10-Q 10-K Form 8-K (702) 388-2224.
  1-800-SEC-0330
 INCORPORATION
    OF CERTAIN DOCUMENTS BY REFERENCE      (702) 388-2224. To obtain timely delivery of information, we must receive
    your request no later than five (5) business days before
    the expiration date of the exchange offers
 MARKET
    AND INDUSTRY DATA   ii




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FORWARD-LOOKING
    STATEMENTS    Specific factors that might cause actual results to differ
    from our expectations, may affect our ability to pay timely
    amounts due under the notes or may affect the value of the
    notes, include, but are not limited to:
  
    our significant indebtedness could adversely affect our
    financial results and prevent us from fulfilling our obligations
    on our indebtedness;
    we may not be able to generate sufficient cash flow to service
    our debt;
    we may not realize any of the anticipated benefits of the Trump
    Indiana, Inc. (Trump Indiana) acquisition;
    we face significant competition in each market where we operate;
    Majestic Star IIs customer base could be negatively
    impacted by its loss of affiliation with other Trump casinos;
    we may be unable to fund capital improvements;
    our operations are highly taxed and may be subject to higher
    taxes in the future and we have ongoing tax disputes;
    adverse determinations of issues related to disputed taxes,
    particularly in Indiana;
    we have assumed the liabilities of Trump Indiana in our stock
    purchase; further, indemnification obligations of the prior
    owner of Trump Indiana may not be sufficiently secured;
    employee reductions and union issues could result in work
    stoppages at Majestic Star, Majestic Star II or Buffington
    Harbor, which could seriously impact the profitability of our
    business;
    the indentures governing the notes as well as Majestics
    senior secured credit facility contain covenants that
    significantly restrict our operations; and
    the additional factors discussed under the section of this
    prospectus entitled Risk Factors.   iii




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PROSPECTUS
    SUMMARY    1 2 1 2
  3 4 3 4
    1 2 wholly-owned
    1 2
  The
    Company
 1




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Our
    Properties And Their Markets
    BuffingtonHarborGaming

Fitzgeralds

FitzgeraldsMajestic Star

Majestic Star II

Complex

Tunica

Black HawkDate Opened

June 1996

June 1996

June 1996

June 1994

May 1995Gaming Square Feet

40,800

43,000

n/a

38,088

10,253Slot Machines

1,295

1,330

n/a

1,307

599Table Games

49

10

n/a

34

6Poker Tables



21

n/a



Hotel Rooms(1)



300

n/a

435 standard

72 suitesAmenities

3 bars

Steak house

Buffet

Steak house

RestaurantVIP lounge

Deli

Food Court

Coffee shop

BarCoffee shop

Restaurant

BuffetBar

Gift shop

2 barsBallroom

BallroomGift shopParking





2,000 covered

411 covered

392 covered valet(includes

1,213 surface300 valet)

171 valet2,600 surface     (1)
    
    Of the 300 rooms at Majestic Star II, 28 are currently
    being used as casino offices.  
    Majestic Star is a riverboat casino located at the Buffington
    Harbor gaming complex in Gary, Indiana, approximately
    23 miles southeast of downtown Chicago. The riverboat
    casino is a four-story, 360-foot long vessel with a contemporary
    design that accommodates approximately 3,000 passengers plus
    crew. The casino includes approximately 40,800 square feet
    of gaming space across three expansive decks. The casino vessel
    provides live entertainment, a sports bar, a VIP lounge, and a
    private high-limit table games area. Majestic Star is located
    adjacent to the 2,000-space covered parking garage (300 spaces
    of which are valet) at the Buffington Harbor gaming complex.
    Majestic Star II (formerly Trump Indiana) also operates
    from the Buffington Harbor gaming complex. The riverboat casino
    is a four-story, 280-foot long vessel, which accommodates
    approximately 2,740 passengers plus crew. The casino vessel
    includes approximately 43,000 square feet of gaming space
    that provides live entertainment, a high limit gaming area, and
    a poker room, which is the largest in the Chicagoland market.
    Majestic Star II owns and operates a 300-room hotel and
    various restaurants. It is also located adjacent to the
    2,000-space covered parking garage at the Buffington Harbor
    gaming complex.
    The Buffington Harbor gaming complex is a two-level,
    85,410 square foot structure, containing two restaurants
    and three additional food and beverage outlets. At this time,
    Buffington Harbor leases the rights to operate these restaurants
    to third parties and does not operate any of the food and
    beverage facilities located on its premises. The Buffington
    Harbor gaming complex is adjacent to an outdoor festival area.
    The Buffington Harbor gaming complex also contains a gift shop,
    banquet and entertainment facilities, a VIP
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
    Fitzgeralds Tunica is located in north Tunica County,
    Mississippi, approximately 30 miles from downtown Memphis,
    Tennessee. Fitzgeralds Tunica has an Irish castle theme and is
    the focal point of a
    50-acre site
    adjacent to the Mississippi River. Fitzgeralds Tunica is a
    full-service entertainment destination whose customer base has
    increased and become more diversified by its ability to attract,
    in addition to local customers, independent travelers,
    tour-and-travel
    customers and guests for special events and conventions.
    Fitzgeralds Tunica includes 38,088 square feet of gaming
    space, a 507-room hotel (including 72 suites), an indoor special
    events center, an indoor swimming pool, two bars, three
    restaurants and a gift shop.
    Fitzgeralds Black Hawk is located adjacent to the entrance to
    the downtown gaming area of Black Hawk, Colorado. Fitzgeralds
    Black Hawk is approximately 30 miles from Denver. The
    10,253 square foot casino also offers a restaurant and a
    bar. Fitzgeralds Black Hawk also has a 392-space, all valet
    parking garage adjacent to the casino. 
  Recent
    Developments
 
 
   
  The
    Majestic Star Casino Capital Corp.
    Majestic
    Star Casino Capital Corp. II
 3




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Summary
    of the Terms of the Exchange Offers
  Securities To Be Exchanged
    
    On December 21, 2005, we issued $40.0 million in
    aggregate principal amount of unregistered senior secured notes
    and $200.0 million in aggregate principal amount of
    unregistered senior notes in transactions exempt from the
    registration requirements of the Securities Act. In connection
    with the initial sale of the unregistered notes, we entered
    into  registration rights agreements in which we agreed, among
    other things, to deliver this prospectus to you and to complete
    exchange offers. The terms of the registered notes are
    substantially identical in all material respects to the terms of
    the unregistered notes, except for the elimination of some
    transfer restrictions, registration rights and liquidated
    damages provisions relating to the unregistered notes. See
    Description of the Registered Senior Secured Notes
    and Description of the Registered Senior Notes.The Exchange Offers
    
    We are offering to exchange $1,000 principal amount of our
    registered senior secured notes for each $1,000 principal amount
    of unregistered senior secured notes. We are also offering to
    exchange $1,000 principal amount of our registered senior notes
    for each $1,000 principal amount of unregistered senior notes.Based on interpretations by the staff of the SEC set forth in
    published no-action letters, we believe you may offer for
    resale, resell and otherwise freely transfer the registered
    notes without further registering those registered notes or
    delivering a prospectus to a buyer, unless you: are our affiliate within the meaning of
    Rule 405 promulgated under the Securities Act; are acquiring the registered notes in the exchange
    offers other than in the ordinary course of your business; are engaged in, or intend to engage in, the
    distribution of the registered notes; have an arrangement or understanding with any person
    to engage in the distribution of the registered notes; or are a broker-dealer who purchased unregistered notes
    directly from us for resale pursuant to Rule 144A or any
    other available exemption under the Securities Act.However, the SEC has not considered these exchange offers in the
    context of a no-action letter and we cannot be sure that the
    staff of the SEC would make a similar determination with respect
    to the exchange offers as in these other circumstances.
    Furthermore, you must acknowledge that (i) you are not
    engaged in, or intending to engage in, a distribution of
    registered notes, and (ii) you are acquiring the registered
    notes in your ordinary course of business. If you are a
    broker-dealer who receives registered notes for your own account
    pursuant to the exchange offers in exchange for unregistered
    notes acquired by you as a result of market-making or other
    trading activities, you must deliver a prospectus in connection
    with any resale of your registered notes.
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If you are our affiliate or are a broker-dealer who acquired
    original unregistered notes directly from us or our affiliates,
    you may not rely on the SEC staffs interpretations
    discussed above and must comply with the registration and
    prospectus delivery requirements of the Securities Act in
    connection with a secondary resale transaction. Such a secondary
    resale transaction must be covered by an effective registration
    statement containing the required selling security holder
    information.Registration Rights Agreements
    
    We sold the unregistered notes to the initial purchaser on
    December 21, 2005. The initial purchaser resold the
    unregistered notes in transactions not requiring registration
    under the Securities Act. In connection with the initial sale of
    the unregistered notes, we entered into  a registration rights
    agreement with respect to the unregistered senior secured notes
    and a separate registration rights agreement with respect to the
    unregistered senior notes in each case requiring us to make the
    exchange offers. The registration rights agreements also require
    us to: promptly file a registration statement with respect
    to the exchange offers by May 20, 2006; use our reasonable best efforts to cause the
    registration statement with respect to the exchange offers to
    become effective under the Securities Act by September 17,
    2006; and complete the exchange offers no later than 30
    business days after the SEC declares the registration statement
    with respect to the exchange offers effective.If we do not do so, we will pay special additional interest on
    the unregistered notes at an initial per week rate of
    $0.05 per $1,000 principal amount for the first
    90 days, and this amount will increase by an additional
    $0.05 per week for each subsequent 90 day period, up
    to a maximum of $0.20 per week.Shelf Registration
    
    In addition, we have agreed, in some circumstances, to file a
    shelf registration statement that would allow some
    or all of the unregistered notes to be offered to the public. If
    we do not comply with the foregoing obligations under the
    registration rights agreements, we will be required to pay
    liquidated damages to holders of the unregistered notes in the
    form of additional interest.Expiration Date
    
    The exchange offers will expire at 5:00 p.m., New York City
    time,          ,
    2006, or a later date and time if we extend it.Withdrawal
    
    You may withdraw the tender of your unregistered notes at any
    time prior to 5:00 p.m., New York City time, on the
    expiration date of the exchange offers. We will return to you
    any of your unregistered notes that we do not accept for
    exchange for any reason, without expense to you, promptly after
    the exchange offers expire or terminate.Interest On The Registered Notes and the Unregistered Notes
    
    The registered senior secured notes will bear interest at the
    rate of 9.5% per year, and the registered senior notes will bear
    interest at the rate of 9.75% per year . Interest on the
    registered notes will be payable semi-annually on each April 15
    and October 15, with the first payment on October 15,
    2006. Accordingly, holders of the unregistered notes
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that are accepted for exchange will be deemed to have waived the
    right to receive payment of accrued but unpaid interest on the
    unregistered notes. Interest on the unregistered notes accepted
    for exchange will cease to accrue upon issuance of the
    registered notes. Consequently, if you exchange your
    unregistered notes for registered notes, you will receive the
    same interest payment on October 15, 2006, that you would
    have received if you had not accepted this exchange offer. See
    Description of the Registered Senior Secured Notes
    and Description of the Registered Senior Notes.No Minimum Condition
    
    We are not conditioning the exchange offers on the tender of any
    minimum principal amount of unregistered notes.Conditions To The Exchange Offers
    
    The exchange offers are subject to customary conditions, some of
    which we may waive. We currently anticipate that each of the
    conditions will be satisfied and that we will not need to waive
    any conditions.Procedures For Tendering Unregistered Notes
    
    If you wish to accept the exchange offer and tender your
    unregistered notes, you must: complete, sign and date the letter of transmittal,
    or a copy of the letter of transmittal, in accordance with the
    instructions contained in this prospectus and in the letter of
    transmittal, and mail or otherwise deliver the letter of
    transmittal, or the copy, together with the unregistered notes
    and all other required documentation, to the exchange agent at
    the address set forth in this prospectus; or arrange for The Depository Trust Company to transmit
    certain required information, including an agents message
    forming part of a book-entry transfer in which you will agree to
    be bound by the letter of transmittal, to the Exchange Agent in
    connection with a book-entry transfer. By executing or agreeing
    to be bound by the letter of transmittal, you will represent to
    us that, among other things: the registered notes you receive
    pursuant to the exchange offers are being acquired in the
    ordinary course of your business; and you are not participating, do not intend
    to participate, and have no arrangement or understanding with
    any person to participate, in the distribution of the registered
    notes issued to you in the exchange offer.Guaranteed Delivery Procedures
    
    If you wish to tender your unregistered notes and time will not
    permit your required documents to reach the exchange agent by
    the expiration date, or the procedures for book-entry transfer
    cannot be completed on time, you may tender your unregistered
    notes according to the guaranteed delivery procedures described
    in The Exchange OffersGuaranteed Delivery
    Procedures.Special Procedure for Beneficial Owners
    
    If you beneficially own unregistered notes that are registered
    in the name of a broker, dealer, commercial bank, trust company
    or other nominee and you wish to tender your unregistered notes
    in the exchange offers, you should promptly contact the person
    in whose name your outstanding unregistered notes are registered
    and instruct
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that person to tender your unregistered notes on your behalf. If
    you wish to tender on your own behalf, you must, prior to
    completing and executing the letter of transmittal and
    delivering your unregistered notes, either arrange to have your
    unregistered notes registered in your name or obtain a properly
    completed bond power from the registered holder. The transfer of
    registered ownership may take considerable time. See The
    Exchange Offers  Procedures for Tendering.Acceptance of Unregistered Notes and Delivery of Registered Notes
    
    Subject to the satisfaction or waiver of the conditions to the
    exchange offers, we will accept for exchange any and all
    unregistered notes which are properly tendered (and are not
    withdrawn) in the exchange offers prior to 5:00 p.m., New
    York City time,
    on          ,
    2006. The registered notes issued pursuant to the exchange
    offers will be delivered promptly following the expiration date.Exchange Agent
    
    The Bank of New York Trust Company, N.A. is serving as exchange
    agent for the exchange offers.Use of Proceeds
    
    We will not receive any proceeds from the issuance of the
    registered notes in the exchange offers. We will pay for our
    expenses incident to the exchange offers.Federal Income Tax Considerations
    
    The exchange of unregistered notes for registered notes pursuant
    to the exchange offers will not constitute a taxable exchange
    for federal income tax purposes. Therefore, you will not have to
    pay federal income tax as a result of your participation in the
    exchange offers. See United States Federal Income Tax
    Considerations.Consequences of Failing to Exchange Your Unregistered Notes
    
    The exchange offers satisfy our obligations and your rights
    under the registration rights agreements. After the exchange
    offers are completed, you will not be entitled to any
    registration rights with respect to your unregistered notes.Therefore, if you do not exchange your unregistered notes, you
    will not be able to reoffer, resell or otherwise dispose of your
    unregistered notes unless: you comply with the registration and prospectus
    delivery requirements of the Securities Act; or you qualify for an exemption from the Securities Act
    registration requirements.
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Summary
    of the Terms of the Registered Senior Secured Notes and the
    Registered Senior Notes
      Registered
    Senior Secured Notes
  Issuers
    
    The Majestic Star Casino, LLC and its wholly owned subsidiary,
    The Majestic Star Casino Capital Corp.Registered Senior Secured Notes Offered
    
    $40.0 million aggregate principal amount of
    91/2% Senior
    Secured Notes due 2010. The Issuers previously issued
    $260.0 million of senior secured notes under the indenture
    dated October 7, 2003 which, as supplemented, governs the
    senior secured notes.Maturity Date
    
    October 15, 2010.Interest Rate
    
    We will pay interest on the registered senior secured notes at
    an annual rate of 9.5%.Interest Payment Dates
    
    We will make interest payments on the registered senior secured
    notes semiannually, on each April 15 and October 15,
    beginning October 15, 2006.Guarantees
    
    The registered senior secured notes will be fully,
    unconditionally, and jointly and severally guaranteed on a
    senior secured basis by each of our existing and future
    restricted subsidiaries (other than the corporate senior secured
    notes co-issuer). The guarantees will rank senior in right of
    payment to all existing and future subordinated indebtedness of
    these restricted subsidiaries and will rank equal in right of
    payment to all existing and future senior indebtedness of these
    restricted subsidiaries.Collateral
    
    The registered senior secured notes and the guarantees will be
    secured by, among other assets, equity interests in The Majestic
    Star Casino, LLC and in the subsidiary guarantors, and
    substantially all of our and our subsidiary guarantors
    assets, other than the excluded assets. Our senior secured
    credit facility is also secured by the collateral securing the
    senior secured notes and the guarantees. The lien on the
    collateral securing the senior secured credit facility will be
    senior to the lien on the collateral securing the registered
    senior secured notes and the guarantees and as a result of such
    lien seniority, the registered senior
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secured notes will be effectively subordinated to the senior
    secured credit facility to the extent of the value of the assets
    securing such indebtedness.Ranking
    
    The registered senior secured notes will rank senior in right of
    payment to all of our existing and future subordinated
    indebtedness and equal in right of payment with all of our other
    existing and future senior indebtedness, including the existing
    senior secured notes and the senior secured credit facility.Intercreditor Agreement
    
    The intercreditor agreement entered into by the trustee under
    the senior secured notes indenture (as collateral agent) and the
    agent under the senior secured credit facility contractually
    subordinates the liens on the collateral securing the senior
    secured notes and guarantees to the liens on the collateral
    securing the indebtedness under the senior secured credit
    facility. The intercreditor agreement, among other things, will
    limit the trustees rights in an event of default under the
    senior secured notes. In addition, the intercreditor agreement
    will prevent the trustee and the holders of the notes from
    pursuing certain remedies with respect to the collateral in an
    insolvency proceeding. The intercreditor agreement also will
    provide that the net proceeds from the sale of collateral will
    first be applied to repay indebtedness outstanding under the
    senior secured credit facility and thereafter to the holders of
    the senior secured notes.Optional Redemption
    
    Prior to October 15, 2007, the senior secured notes issuers
    may redeem up to 35% of the aggregate principal amount of the
    senior secured notes then outstanding at a redemption price of
    109.5% of the principal amount of the senior secured notes, plus
    accrued and unpaid interest, with the net cash proceeds of
    certain equity offerings. On or after October 15, 2007, the
    senior secured notes issuers may redeem all or a portion of the
    senior secured notes at the following redemption prices, plus
    accrued and unpaid interest:  For the Twelve Month Period
    Beginning October 15

Percentage2007


104.750
%2008


102.375
%2009 and thereafter


100.000
%   Regulatory Redemption
    
    The registered senior secured notes will be subject to mandatory
    disposition and redemption requirements following certain
    determinations by any gaming regulatory authority.Change of Control Offer
    
    If Majestic experiences a change of control, the holders of the
    registered senior secured notes will have the right to require
    the senior secured notes issuers to repurchase their registered
    senior secured notes at a price equal to 101% of the principal
    amount, plus accrued and unpaid interest to the date of
    repurchase.Asset Sale Offer
    
    If Majestic sells its assets, or those of its restricted
    subsidiaries, or experiences an event of loss and does not use
    the proceeds for specified purposes, the senior secured notes
    issuers may be required to use the proceeds to offer to
    repurchase some of the registered senior secured notes at a
    price equal to 100% of the principal amount, plus accrued and
    unpaid interest to the date of repurchase.
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Basic Indenture Covenants
    
    The indenture governing the registered senior secured notes
    contains covenants limiting the ability of Majestic and its
    restricted subsidiaries to, among other things: incur more debt or issue certain equity interests; pay dividends, redeem or purchase our equity
    interests or make other distributions; make certain acquisitions or investments; use assets as security in other transactions or
    otherwise create liens; enter into transactions with our affiliates; merge or consolidate with others; and transfer or sell assets, including the equity
    interests of Majestics restricted subsidiaries, or use
    asset sale proceeds.These covenants are subject to a number of important limitations
    and exceptions. See Description of the Registered Senior
    Secured Notes.Form of the Registered Senior Secured Notes
    
    The registered senior secured notes will be represented by a
    permanent global note in definitive, fully registered form. The
    global note will be registered in the name of a nominee of The
    Depository Trust Company and will be deposited with The Bank of
    New York Trust Company, N.A., as custodian for The Depository
    Trust Companys nominee.Absence of a Public Market for the Unregistered Senior Secured
    Notes
    
    There has been no public market for the unregistered senior
    secured notes, and we do not anticipate that an active market
    for the unregistered senior secured notes will develop. We
    intend to apply to list the registered senior secured notes on
    the PORTAL automated quotation system. We cannot make any
    assurances regarding the liquidity of the market for the
    registered senior secured notes, your ability to sell your
    registered senior secured notes or the price at which you may
    sell your registered senior secured notes. See Plan of
    Distribution.Registered Senior NotesIssuers
    
    The Majestic Star Casino, LLC and its wholly owned subsidiary,
    Majestic Star Casino Capital Corp. II.Registered Senior Notes Offered
    
    $200.0 million aggregate principal amount of
    93/4% Senior
    Notes due 2011.Maturity Date
    
    January 15, 2011.Interest Rate
    
    We will pay interest on the registered senior notes at an annual
    rate of 9.75%Interest Payment Dates
    
    We will make interest payments on the registered senior notes
    semiannually, on each April 15 and October 15,
    beginning October 15, 2006.Guarantees
    
    The registered senior notes will be fully, unconditionally, and
    jointly and severally guaranteed on a senior unsecured basis by
    each of our existing and future restricted subsidiaries (other
    than the corporate senior notes co-issuer and the corporate
    senior secured notes co-
 10




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##### Table of Contents



issuer). The guarantees will rank senior in right of payment to
    all existing and future subordinated indebtedness of these
    restricted subsidiaries and rank equal in right of payment to
    all existing and future senior indebtedness of these restricted
    subsidiaries. However, as the guarantees will not be secured,
    they will be effectively subordinated to all of such
    subsidiaries senior secured indebtedness, including their
    guarantees in respect of the registered senior secured notes and
    the senior secured credit facility, to the extent of the value
    of the assets securing such indebtedness.Collateral
    
    None.Ranking
    
    The registered senior notes will be the senior unsecured
    obligations of the senior notes issuers. The registered senior
    notes will rank equally with all of the existing and future
    senior obligations of the senior notes issuers and senior to all
    of their existing and future subordinated indebtedness. However,
    as the registered senior notes will not be secured, they will be
    effectively subordinated to all of the senior notes
    issuers senior secured indebtedness, including
    $300.0 million aggregate principal amount of the senior
    secured notes and Majestics senior secured credit
    facility, to the extent of the value of the assets securing such
    indebtedness.Optional Redemption
    
    Prior to October 15, 2008, the senior notes issuers may
    redeem up to 35% of the aggregate principal amount of the senior
    notes then outstanding at a redemption price of 109.750% of the
    principal amount of the senior notes, plus accrued and unpaid
    interest to the date of redemption with the net cash proceeds of
    certain equity offerings. On or after October 15, 2008, the
    senior notes issuers may redeem all or a part of the senior
    notes at the following redemption prices, plus accrued and
    unpaid interest:  For the Twelve Month Period
    Beginning October 15

Percentage2008


104.875
%2009


102.438
%2010 and thereafter


100.000
%   Regulatory Redemption
    
    The registered senior notes will be subject to mandatory
    disposition and redemption requirements following certain
    determinations by any gaming regulatory authority.Change of Control Offer
    
    If Majestic experiences a change of control, the holders of the
    registered senior notes will have the right to require the
    senior notes issuers to repurchase their registered senior notes
    at a price equal to 101% of the principal amount, plus accrued
    and unpaid interest to the date of repurchase.Asset Sale Offer
    
    If Majestic sells its assets, or those of its restricted
    subsidiaries, or experiences an event of loss and does not use
    the proceeds for specified purposes, the senior notes issuers
    may be required to use the proceeds to offer to repurchase some
    of the registered senior notes at a price equal to 100% of the
    principal amount, plus accrued and unpaid interest to the date
    of repurchase.
 11




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Basic Indenture Covenants
    
    The indenture governing the registered senior notes contains
    covenants limiting the ability of Majestic and its restricted
    subsidiaries to, among other things: incur more debt or issue certain equity interests; pay dividends, redeem or purchase our equity
    interests or make other distributions; make certain acquisitions or investments; use assets as security in other transactions or
    otherwise create liens; enter into certain transactions with our affiliates; merge or consolidate with others; and transfer or sell assets, including the equity
    interests of our restricted subsidiaries, or use asset sale
    proceeds.These covenants are subject to a number of important limitations
    and exceptions. See Description of the Registered Senior
    Notes.Form of the Registered Senior Notes
    
    The registered senior notes will be represented by a permanent
    global note in definitive, fully registered form. The global
    note will be registered in the name of a nominee of The
    Depository Trust Company and will be deposited with The Bank of
    New York Trust Company, N.A., as custodian for The Depository
    Trust Companys nominee.Absence of a Public Market for the Unregistered Senior Notes
    
    There has been no public market for the unregistered senior
    notes, and we do not anticipate that an active market for the
    registered senior notes will develop. We intend to apply to list
    the registered senior secured notes on the PORTAL automated
    quotation system. We cannot make any assurances regarding the
    liquidity of the market for the registered senior notes, your
    ability to sell your registered senior notes or the price at
    which you may sell your registered senior notes. See Plan
    of Distribution.  Ratio of
    Earnings to Fixed Charges
   Pro FormaFor the

For the

for theYear Ended

Three Months Ended

Year EndedDecember 31, 2005

March 31, 2006

December 31, 2005Ratio of earnings to fixed
    charges(1)(2)

A

1.24x

B     (A)
    
    Earnings in 2005 were insufficient to cover fixed charges by
    approximately $2,863,000.(B)
    
    Pro forma earnings in 2005 were insufficient to cover fixed
    charges by approximately $7,172,000.(1)
    
    For purposes of calculating this ratio, earnings consist of
    income from continuing operations before equity in earnings
    (losses) of unconsolidated joint ventures plus amortization of
    capitalized interest and fixed charges. Fixed charges consist of
    interest expense and capitalized interest, amortization of
    original issue discount, amortization of deferred financing
    costs and the portion of rental expense which we believe to be
    representative of interest expense.
 12




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##### Table of Contents



(2)
    
    Included is amortization of original issue discount and
    financing costs related to the pushdown of the discount notes
    issued by Majestic Holdco. The pushdown of the amortization of
    original issue discount and financing costs is required pursuant
    to SEC Staff Accounting Bulletin Topic 5(J); the amount pushed
    down for each respective period is $187,000 for the year-ended
    December 31, 2005, $1,494,000 for the three months ended
    March 31, 2006 and $6,326,000 for the pro forma year-ended
    December 31, 2005.  Risk
    Factors
    General
  (702) 388-2400.
 13




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RISK
    FACTORS    Risks
    Related to the Exchange Offers
  There
    is no active trading market for the registered notes, the value
    of the registered notes may fluctuate significantly, and any
    market for the registered notes may be illiquid.
    Your
    failure to tender your unregistered notes in the exchange offers
    could limit the trading market and trading value of your
    unregistered notes.
     14




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##### Table of Contents



Risks
    Related to the Notes
  Our
    significant indebtedness could adversely affect our financial
    results and prevent us from fulfilling our obligations under the
    notes and our other outstanding indebtedness.
      
    make it more difficult for us to satisfy our obligations with
    respect to the notes and our other outstanding indebtedness;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, thereby
    reducing the availability of our cash flow to fund working
    capital, capital expenditures, development projects,
    acquisitions and other general corporate purposes;
    increase our vulnerability to adverse economic and industry
    conditions or a downturn in our business;
    result in an event of default if we fail to comply with the
    financial and other restrictive covenants contained in the
    indentures governing the notes or our senior secured credit
    facility, which event of default could result in all of our
    indebtedness becoming immediately due and payable and would
    permit some or all of our lenders to foreclose on our assets
    securing such indebtedness;
    limit our ability to fund or obtain additional financing for
    future working capital, capital expenditures and other general
    financial requirements; and
    place us at a competitive disadvantage compared to our
    competitors that have less debt.  We may
    not be able to generate sufficient cash flow to service our
    debt.
     15




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##### Table of Contents



The
    indentures governing the notes and our senior secured credit
    facility contain covenants that significantly restrict our
    operations.
    
    incur more debt or issue certain equity interests;
    pay dividends, redeem or purchase our equity interests or make
    other distributions;
    make certain acquisitions or investments;
    use assets as security in other transactions or otherwise create
    liens;
    enter into transactions with affiliates;
    merge or consolidate with others; and
    transfer or sell assets, including the equity interests of our
    restricted subsidiaries, or use asset sale proceeds.    The
    right to receive payments on the senior notes and the related
    subsidiary guarantees will be effectively subordinated to other
    secured indebtedness of the senior notes issuers and
    Majestics restricted subsidiaries to the extent of the
    value of the assets securing such indebtedness.
    The
    value of the collateral securing the senior secured notes may
    not be sufficient to satisfy the senior secured notes
    issuers obligations under the senior secured notes. As a
    result, holders of the senior secured notes may not receive full
    payment following an event of default.
   16




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The
    right to receive proceeds from the sale of the collateral
    securing the senior secured notes will be subject to prior
    claims (ahead of the senior secured notes) of the lenders under
    our senior secured credit facility and any equipment financing
    or other purchase money indebtedness to the extent of the
    proceeds of the collateral securing this other debt. The right
    to exercise remedies with respect to the collateral also will be
    limited.
     17




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##### Table of Contents



Gaming
    laws, bankruptcy laws and other laws and regulations may delay
    or otherwise impede the trustees ability to foreclose on
    the collateral.
  non-U.S. citizens
    
    whether any payments under the senior secured notes would be
    made;
    whether or when the trustee under the indenture governing the
    senior secured notes could foreclose upon or sell the collateral;
    whether the term or other conditions of the senior secured notes
    or any rights of the holders of the senior secured notes could
    be altered in a bankruptcy case without the trustees or
    your consent;
    whether the trustee or you would be able to enforce your rights
    against the guarantors of the senior secured notes under their
    guarantees; or
    whether or to what extent holders of the senior secured notes
    would be compensated for any delay in payment or decline in the
    collaterals value.  A
    court could void our subsidiaries guarantees of the senior
    notes and the senior secured notes under fraudulent conveyance
    law.
   18




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##### Table of Contents




    the guarantor was insolvent or rendered insolvent by reason of
    such incurrence;
    the guarantor was engaged in a business or transaction for which
    its remaining assets constituted unreasonably small
    capital; or
    the guarantor intended to incur, or believed (or reasonably
    should have believed) that it would incur, debts beyond its
    ability to pay as those debts matured.        We may
    be unable to repurchase the notes upon a change of
    control.
   19




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##### Table of Contents



You
    may be required to dispose of your notes, or we may be required
    to redeem your notes, as a result of gaming regulatory
    matters.
    Risks
    Related to our Business
  We
    face significant competition in each market where we
    operate.
      We may
    not realize any of the anticipated benefits of the Majestic
    Star II acquisition.
     20




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##### Table of Contents



Majestic
    Star IIs customer base could be negatively impacted
    by its loss of affiliation with other Trump
    casinos.
    We may
    be unable to fund capital improvements.
    Our
    operations are highly taxed and may be subject to higher taxes
    in the future and we have ongoing tax disputes.
    We
    have assumed the liabilities of Trump Indiana in our stock
    purchase; further, indemnification obligations of the former
    owner of Trump Indiana may not be sufficiently
    secured.
  1995-1997
 21




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##### Table of Contents



Energy
    price increases may adversely affect our costs of operations and
    our revenues.
    Employee
    reductions and union related issues could result in
    employment-related issues at Majestic Star, Majestic
    Star II or Buffington Harbor, which could seriously impact
    the profitability of our business.
      We may
    be unable to retain management personnel at our
    properties.
      Extensive
    government regulation continuously impacts our
    operations.
   22




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##### Table of Contents



BDI is
    not restricted from pursuing other activities that may compete
    with us.
    The
    concentration and evolution of the slot machine manufacturing
    industry could impose additional costs on us.
        Loss
    of our casino properties from service would adversely affect our
    operations.
    We are
    subject to potential exposure to environmental
    liabilities.
   23




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##### Table of Contents



400-square
  Changes
    in economic conditions may impact our financial
    performance.
   24




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##### Table of Contents



USE OF
    PROCEEDS     25




---



##### Table of Contents



CAPITALIZATION    At March 31, 2006(Dollars in millions)Cash and cash equivalents

$
24.5Debt:Senior secured credit facility(1)

$
28.7Senior secured notes(2)


300.0Senior notes


200.0Other debt(3)


0.3Total debt of The Majestic Star
    Casino, LLC


529.0Discount notes(4)


46.7Total debt


575.7Total members deficit


(118.5
)Total capitalization

$
457.2     (1)
    
    The $80.0 million senior secured credit facility, which
    expires in April 2010, bears interest at the Companys
    choice of LIBOR plus a range of 2.50% to 3.00% or Wells Fargo
    Foothill, Inc.s base rate plus a range of 0.00% to 0.50%.
    The range is based on the Companys EBITDA (as defined in
    the senior secured credit facility).(2)
    
    Inclusive of $260.0 million of the existing senior secured
    notes previously registered and $40.0 million of
    unregistered senior secured notes which contain substantially
    similar terms.(3)
    
    Capital lease obligations.(4)
    
    Reflects $63.5 million, net of original issue discount, of
    discount notes issued by Majestic Holdco. The discount notes pay
    in kind interest semi-annually on April 15 and October 15 of
    each year. The discount notes will accrete in value for three
    years. On April 15, 2009, Majestic Holdco will begin cash
    paying interest on the discount notes. The discount notes are
    structurally subordinated to all the Companys indebtedness
    (including the senior secured credit facility, the senior
    secured notes and the senior notes) and are effectively
    subordinated in respect of the capital stock of the Company to
    the senior secured credit facility and the senior secured notes.
    The discount notes have been pushed-down to the
    Company pursuant to guidelines of SEC Staff Accounting
    Bulletin Topic 5(J). 26




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##### Table of Contents



UNAUDITED
    PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION            Regulation S-X
 27




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##### Table of Contents



Unaudited
    Pro Forma Condensed Combined Statement of Operations
    for the Year Ended December 31, 2005
  Trump Indiana


Trump IndianaMajestic


Historical


Historical


Total


MajesticHistorical


(Predecessor)


(Reorganized)


Adjustments


Pro Forma(In dollars)OPERATING REVENUES:Casino


280,918,520



53,027,254



82,344,508







416,290,282Rooms


7,726,464



1,094,586



1,885,175







10,706,225Food and beverage


14,030,267



1,212,025



1,814,304







17,056,596Other


4,965,862



748,151



1,325,769



589,579
(a)


7,629,361Gross revenues


307,641,113



56,082,016



87,369,756



589,579



451,682,464Less promotional allowances


45,669,261



4,665,279



7,203,847







57,538,387Net operating revenues


261,971,852



51,416,737



80,165,909



589,579



394,144,077OPERATING COSTS AND EXPENSES:Casino


67,910,637



9,471,673



14,517,615



(382,294
)(a)


91,517,631Rooms


1,763,340



789,047



1,256,726







3,809,113Food and beverage


5,865,541



1,621,514



2,396,612



(43,154
)(a)


9,840,513Other


1,040,514



119,137



197,910



94,099
(a)


1,451,660Gaming taxes


61,053,037



15,087,990



23,285,981







99,427,008Advertising and promotion


15,230,150



1,187,444



1,901,786



(23,860
)(a)


18,295,520General and administrative


42,931,535



9,396,306



13,344,324



544,517
(a)


63,766,623











(2,352,837
)(o)














(97,222
)(i)


Corporate expense


7,717,108



2,216,625



3,778,863



(5,995,488
)(b)


7,717,108Economic incentive taxCity of
    Gary


4,709,154



2,151,581



3,295,377



(2,697,283
)(c)


7,458,829Depreciation and amortization


22,612,185



2,733,086



8,989,074



4,708,033
(a)


34,648,212











(1,042,039
)(d)














605,573
(o)














(49,720
)(r)














(269,160
)(e)














(4,575,083
)(f)














936,263
(h)


Amortizationdebt pushed down
    from Majestic Holdco


19,519















19,519Loss on investment in Buffington
    Harbor Riverboats, LLC


2,354,799



931,706



1,428,160



(4,714,665
)(a)


Loss on disposal of assets


52,790



(132,789
)


98,415



(600
)(a)


17,816Total operating costs and expenses


233,260,309



45,573,320



74,490,843



(15,354,920
)


337,969,552Operating income


28,711,543



5,843,417



5,675,066



15,944,499



56,174,525OTHER INCOME (EXPENSE):Interest income


332,335



45,757



168,128







546,220Interest expense


(30,362,182
)


(3,243,714
)


(8,068,313
)


11,296,127
(k)


(53,802,556
)











(429,872
)(a)














86,847
(q)














(22,652,777
)(m)














(2,279,489
)(g)














1,850,817
(n)


Interest expensedebt pushed
    down from Majestic Holdco


(167,520
)










(5,649,866
)(l)


(6,306,666
)











(489,280
)(s)


Loss on extinguishment of debt


(3,688,480
)














(3,688,480
)Other non-operating expense


(127,386
)






(59,240
)


(2,781
)(a)


(189,407
)Total other expense


(34,013,233
)


(3,197,957
)


(7,959,425
)


(18,270,275
)


(63,440,890
)Income (loss) from continuing
    operations before taxes


(5,301,690
)


2,645,460



(2,284,359
)


(2,325,775
)


(7,266,364
)Provision for income taxes






(24,112,211
)


(2,938,010
)


27,050,221
(p)


Income (loss) from continuing
    operations


(5,301,690
)


(21,466,751
)


(5,222,369
)


24,724,446



(7,266,364
)Extraordinary gain (loss)










10,000







10,000Reorganization (expense) income






135,925,789



(10,000
)


(135,915,789
)(j)


Net (loss) income


(5,301,690
)


114,459,038



(5,222,369
)


(111,191,343
)


(7,256,364
)Ratio of earnings to fixed
    charges(4)


A















B  
 28




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##### Table of Contents



NOTES TO
    THE UNAUDITED PRO FORMA
  CONDENSED
    COMBINED STATEMENT OF OPERATIONS
  1.
    Basis of
    Presentation  and/or
    debtors-in-possession
  debtor-in-possession Position 90-7, (SOP 90-7). SOP 90-7
  SOP 90-7.
  Regulation S-X.
 29




---



##### Table of Contents



NOTES TO
    THE UNAUDITED PRO FORMA
  CONDENSED
    COMBINED STATEMENT OF OPERATIONS(Continued)
   2.
    Preliminary
    Purchase Price Allocation    Cash consideration for shares of
    Trump Indiana

$
241,626Estimated value of debt assumed


6,457Estimated transaction costs and
    expenses


2,784Preliminary purchase price

$
250,867     Current assets

$
17,308Property, equipment &
    improvements


82,832Goodwill & other
    intangible assets


164,553Other assets


1,612Assumed liabilities


(15,438
)$
250,867     3.
    Pro Forma
    Adjustments    Statement
    of Operations
             30




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##### Table of Contents



NOTES TO
    THE UNAUDITED PRO FORMA
  CONDENSED
    COMBINED STATEMENT OF OPERATIONS(Continued)
                             4.
    Ratio of
    Earnings to Fixed Charges     31




---



##### Table of Contents



NOTES TO
    THE UNAUDITED PRO FORMA
  CONDENSED
    COMBINED STATEMENT OF OPERATIONS(Continued)
       32




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##### Table of Contents



SELECTED
    HISTORICAL FINANCIAL AND OPERATING DATA  Majestic
    For the Three MonthsFor the Year Ended
    December 31,


Ended March 31,2001(1)


2002


2003


2004


2005(2)


2005


2006Statements of Operations
    Data:Revenues:Casino

$
130,198


$
256,828


$
255,386


$
274,769


$
280,919


$
71,083


$
103,886Rooms


544



8,161



7,933



7,673



7,726



1,794



2,764Food and beverage


2,356



12,813



12,800



13,462



14,030



3,510



4,355Other


1,824



3,506



3,966



4,579



4,966



1,058



1,748Gross revenues


134,922



281,308



280,085



300,483



307,641



77,445



112,753Less: promotional allowances


7,717



34,980



35,130



39,972



45,669



10,590



12,835Net revenues


127,205



246,328



244,955



260,511



261,972



66,855



99,918Costs and expenses:Casino


26,870



67,843



67,384



69,793



67,911



17,293



22,931Rooms


188



2,684



2,552



1,784



1,763



384



1,184Food and beverage


2,604



5,824



5,263



6,124



5,866



1,501



2,116Other


69



1,030



1,180



1,656



1,041



259



258Gaming taxes


34,695



48,671



55,252



59,180



61,053



15,298



24,423Advertising and promotion


8,200



16,138



14,666



16,270



15,230



3,494



4,150General and administrative


23,642



41,180



39,653



43,639



42,931



10,407



15,029Corporate expense






2,760



3,456



3,399



7,717



1,197



1,818Economic incentiveCity of
    Gary


3,667



3,981



4,103



4,494



4,709



1,163



1,807Depreciation and amortization


8,823



18,125



17,489



17,986



22,612



4,636



7,773Loss on investment in BHR


2,798



2,424



2,395



2,466



2,355



606



(Gain) loss on disposal of assets


12



5



117



(31
)


53







(15
)Pre-opening expenses


1,018



13



















Total costs and expenses


112,586



210,678



213,510



226,760



233,241



56,238



81,474Income from operations


14,619



35,650



31,445



33,751



28,731



10,617



18,444Other income (expense):Interest income


400



181



104



111



332



12



136Interest expense


(16,026
)


(32,406
)


(31,283
)


(28,641
)


(30,362
)


(7,236
)


(13,314
)Interest expensedebt from
    Majestic Holdco(3)


















(187
)






(1,494
)(Loss) gain on early
    extinguishment of debt






69



(31,960
)






(3,689
)






Other non-operating expenses


(149
)


(183
)


(185
)


(202
)


(127
)


(37
)


(27
) 33




---



##### Table of Contents



For the Three MonthsFor the Year Ended
    December 31,


Ended March 31,2001(1)


2002


2003


2004


2005(2)


2005


2006Total other income (expense)


(15,775
)


(32,339
)


(63,324
)


(28,732
)


(34,033
)


(7,261
)


(14,699
)(Loss) income from continuing
    operations


(1,156
)


3,311



(31,879
)


5,019



(5,302
)


3,356



3,745Income (loss) from discontinued
    Operations


(395
)


(1,995
)


(11,973
)














Net (loss) income

$
(1,551
)

$
1,316



(43,852
)

$
5,019


$
(5,302
)

$
3,356


$
3,745Ratio of earnings to fixed
    charges(4)


1.09
x


1.15
x


A



1.23
x


B



1.49
x


1.24
x   As of
    December 31,


As of March 31,2001


2002


2003


2004


2005


2006Balance Sheets Data:Cash and cash equivalents

$
25,925


$
24,548


$
22,058


$
16,722


$
32,368


$
24,497Restricted cash


1,000



1,250



1,400



2,540



3,190



3,327Investment in BHR, net


33,899



31,833



29,734



27,432







Total assets(3)


291,076



275,810



233,215



246,376



517,959



511,236Current liabilities


37,160



25,458



33,666



31,918



46,073



54,190Long-term debt(3)


273,897



274,529



301,715



316,858



592,700



575,508Total liabilities


311,057



299,985



335,382



348,776



638,773



629,698Members deficit


(19,981
)


(24,175
)


(102,167
)


(102,400
)


(120,814
)


(118,462
)     (1)
    
    The Company completed the acquisition of the Fitzgeralds brand
    casinos on December 6, 2001. As such, our
    2001 statement of operations data includes the operations
    of our Fitzgeralds brand casinos for 25 days.(2)
    
    The Company completed the acquisition of Trump Indiana, and its
    fifty percent interests that Trump Indiana owned in BHR and
    BHPA, on December 21, 2005. As such, our
    2005 statement of operations data includes the operations
    of Trump Indiana and of BHR and BHPA for the last eleven days of
    2005.(3)
    
    The Companys balance sheet data as of December 31,
    2005 and March 31, 2006 includes the $63.5 million of
    discount notes issued by Majestic Holdco, net of original issue
    discount of $18.2 and $16.8 million at December 31,
    2005 and March 31, 2006, respectively, issued in connection
    with the acquisition of Trump Indiana. The discount notes are
    solely the obligation of Majestic Holdco and Majestic Holdco,
    Inc. (the co-issuer with Majestic Holdco) and are unsecured.
    Neither the Company nor any of its direct or indirect
    subsidiaries guarantees the discount notes nor are the equity or
    assets of the Company or its direct or indirect subsidiaries
    security for the discount notes. Further, the indentures
    governing the senior secured notes and the senior notes and the
    loan and security agreement which governs our senior secured
    credit facility preclude distributions by the Company to
    Majestic Holdco unless certain financial tests are met. In
    addition to the push-down of the discount notes, the
    Company is also reflecting $2.8 million of discount notes
    issuance costs, net of amortization, as of December 31,
    2005 and March 31, 2006, respectively, in its balance sheet
    data, and amortization of issuance costs of $20,000 and interest
    expense of $0.2 million for the year ended
    December 31, 2005, and amortization of issuance costs of
    $0.1 million and interest expense of $1.4 million for
    the three month period ended March 31, 2006, in its
    statement of operations data. The discount notes have been
    pushed-down to the Company pursuant to the
    guidelines of SEC Staff Accounting Bulletin Topic 5(J).(4)
    
    For purposes of calculating this ratio, earnings consist of
    income from continuing operations before equity in earnings
    (losses) of unconsolidated joint ventures plus amortization of
    capitalized interest and fixed charges. Fixed charges consist of
    interest expense and capitalized interest, amortization of
    original issue discount, amortization of deferred financing
    costs and the portion of rental expense representative of
    interest expense.Included is amortization of original issue discount and
    financing costs related to the pushdown of the discount notes
    issued by Majestic Holdco. The pushdown of the amortization of
    original issue discount and financing 34




---



##### Table of Contents



costs is required pursuant to SEC Staff Accounting Bulletin
    Topic 5(J). The amount pushed down for each respective
    period is $0.2 million for the year ended December 31,
    2005 and $1.5 million for the three months ended
    March 31, 2006.(A) Earnings in 2003 were insufficient to cover fixed
    charges by approximately $29.4 million.(B) Earnings in 2005 were insufficient to cover fixed
    charges by approximately $2.9 million. 35




---



##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The following discussion should be read in conjunction with
    the Selected Historical Financial and Operating Data
    and the audited and unaudited consolidated financial statements
    and the notes thereto appearing elsewhere in this prospectus.
    Certain statements contained in Managements Discussion and
    Analysis of Financial Condition and Results of Operations
    constitute forward-looking statements within the
    meaning of the Private Securities Litigation Reform Act of 1995
    (the Litigation Reform Act), which statements
    involve risks and uncertainties. See Forward-Looking
    Statements.
  Overview
  The
    Company
        Debt
    Offerings
  1 2 3 4 1 2
  1 2
 36




---



##### Table of Contents



Results
    of Operations
  Key
    operating revenue measurements
    Explanation
    of Key Financial Statement Captions
  Gross
    revenues
    
    casino revenues, which include revenues from slot machines
    and table games;
    food and beverage revenues;
    hotel revenues; and
    retail, entertainment and other revenues.   37




---



##### Table of Contents



Other
    Key Factors Reflected in the Results of
    Operations.
         38




---



##### Table of Contents



Overview
    of Overall Operating Results and Factors Impacting Results of
    Operations
    
    Consolidated gross operating revenues increased for the first
    quarter of 2006 by $35.3 million, or 45.6% to
    $112.8 million and the year ended December 31, 2005 by
    $7.2 million, or 2.4%, to $307.6 million, compared to
    the prior periods principally due to the acquisition of Majestic
    Star II. Majestic Star II contributed
    $36.6 million of the increase in gross revenues in the
    three-month period ended March 31, 2006 and
    $4.9 million of the increase in gross revenues for the year
    ended December 31, 2005. Majestic Star II was included
    only for the last 11 days of 2005. Fitzgeralds Tunica also
    contributed improved gross revenues of $1.1 million during
    the three-month period ended March 31, 2006, primarily due
    to stronger casino and room revenues whereas both Fitzgeralds
    Black Hawk and Majestic Star experienced lower gross revenues of
    $0.4 million and $2.2 million, respectively, for the
    three-month period ended March 31, 2006 when compared to
    the same three-month period last year, primarily due to lower
    casino revenues. For the year ended December 31, 2005
    compared to the year ended December 31, 2004, Majestic
    Stars and Fitzgeralds Tunicas gross revenues
    increased $1.2 million and $1.5 million, respectively,
    while Fitzgeralds Black Hawks gross revenues declined by
    $0.6 million. At Majestic Star and Fitzgeralds Tunica, for
    the year ended December 31, 2005, the primary contributor
    to increased gross revenues were higher casino revenues. At
    Fitzgeralds Black Hawk, the primary reason for the decline in
    gross revenues was a decline in casino revenues.
    In the three-month period ending March 31, 2006,
    consolidated casino revenues increased by $32.8 million, or
    46.1%, to $103.9 million from the same three-month period
    last year. Majestic Star II contributed $34.7 million
    of the increase in casino revenues. Casino revenues at
    Fitzgeralds Tunica increased $0.8 million due to greater slot
    coin-in and slot win percentages of 1.4% and 2.7%, respectively,
    from the first quarter of 2005. These increases in casino
    revenues were offset by declines at Majestic Star of
    $2.2 million and $0.4 million at Fitzgeralds Black
    Hawk. The decline at Majestic Star was due to a
    $1.4 million decrease in table games revenue caused by a
    19.8% decline in drop and a 1.6% decline in win percentage, and
    a $0.8 million decline in slot revenue resulting from a
    decrease in slot coin-in of 8.2%, offset by a 6.3% improvement
    in win percentage. Fitzgeralds Black Hawks decline in
    casino revenues of $0.4 million was mostly due to lower
    slot coin-in of 2.4% and lower slot win percentage of 1.1%. For
    the year ended December 31, 2005, consolidated casino
    revenues increased $6.1 million, or 2.2%, to
    $280.9 million when compared to the year ended
    December 31, 2004. Majestic Star II contributed
    $4.6 million of the increase in consolidated casino
    revenues due to its 11 days of operations included in 2005.
    Majestic Star, Fitzgeralds Tunica and Fitzgeralds Black Hawk,
    combined, generated $1.5 million of increased casino
    revenues, which is principally the result of stronger win
    percentages in slot and table games.
    Consolidated net income for the first quarter of 2006 improved
    to $3.7 million over the $3.4 million reported in the
    prior first quarter period. The principal factors were the
    addition of Majestic Star II and of the 50% of BHR and BHPA
    that we did not own in the prior year, the concurrent
    refinancing of debt, and the additional debt incurred, along
    with the associated interest and amortization of financing
    costs, as a result of the previously mentioned acquisition and
    refinancing transactions. Additionally affecting our net income
    in the three-month period ended March 31, 2005 was
    $0.6 million of depreciation and amortization expense not
    recorded at Fitzgeralds Black Hawk. On July 12, 2004,
    Fitzgeralds Black Hawk stopped depreciating and amortizing its
    fixed and intangible assets in conjunction with the sale of
    substantially all of its assets. Since the sale was terminated
    in April 2005, normal depreciation and amortization was recorded
    in the first quarter of 2006. Our consolidated net loss for the
    year ended December 31, 2005 was $5.3 million compared
    to a consolidated net income of $5.0 million for the year
    ended December 31, 2004. Our decline from net income in
    2004 to a net loss in 2005 was due to a number of reasons. We
    had a $5.6 million increase in promotional allowances
    necessary to compete in our markets, $2.3 million in costs
    related to the cancellation of the Fitzgeralds Black Hawk sale
    and additional depreciation and amortization of
    $0.9 million taken in 2005 related to the cancellation of
    the Fitzgeralds Black Hawk sale. We also incurred
    $1.1 million in expense in preparation for compliance with
    Sarbanes Oxley Section 404, $3.7 million of additional
    depreciation and 39




---



##### Table of Contents



amortization expense incurred on new assets purchased during
    2005, the addition of the Majestic Star II vessel,
    buildings and equipment on December 21, 2005, and
    amortization of financing costs and intangibles related to the
    Acquisition. We had $1.7 million of increased interest
    expense on our senior secured credit facility, resulting from
    higher interest rates on our debt that are tied to LIBOR and
    prime rate borrowings, the issuance of the senior notes and the
    unregistered senior secured notes, the pushdown of discount
    notes interest, a loss on early extinguishment of debt of
    $1.6 million incurred when the Company defeased the
    remaining Investor Notes, and a loss of $2.1 million
    related to the early extinguishment of debt related to BHPA.
    Those increases were offset by a decline in casino expenses
    during 2005 of $1.9 million, advertising and promotional
    expenses of $1.0 million and general and administrative
    expenses of $0.7 million.  
    The financial performance of Majestic Star and Majestic
    Star II (the Majestic Properties) was
    negatively impacted during the first quarter of 2006 due to the
    significant time and effort invested in implementing the
    integration plan for Trump Indiana. In addition, casino revenues
    at our Majestic Properties declined by 21.7% in April 2006 from
    April 2005. For all of the northwest Indiana casino operators,
    casino revenues declined 1.7% in April 2006 from April 2005.
    Below we outline influences that we believe impacted our
    operations at our Majestic Properties and the strategies that we
    are undertaking to address these influences. Many of the
    programs take time to implement and time to gain customer
    acceptance. Additionally, the Majestic Properties will continue
    to be subject to the enhanced marketing, promotions and
    amenities offered by our competitors. There is no guarantee that
    our immediate plans will improve our casino revenues and our
    cash flows in the near term or on a permanent basis.
    At the Majestic Properties, in conjunction with our integration
    of Trump Indiana and part of our plan to reduce costs, we
    eliminated 300 positions (exclusive of 200 positions eliminated
    through natural attrition), resulting in severance costs of
    $1.1 million which were recorded as goodwill. A top
    priority is now the combining and transitioning of the Majestic
    Star, Majestic Star II and BHR management teams and
    workforce.
    At the Majestic Properties there continues to be some continuing
    disruption to our guests while we reconfigure the layout of the
    casino floors. The reconfiguration has taken longer than
    anticipated due to the required approvals from the Indiana
    gaming regulators.
    The new casino and amenities at Boyd Gamings Blue Chip
    Casino have impacted our operations at the Majestic Properties.
    Recently, Harrahs Entertainment announced plans for a
    $485.0 million expansion project at its Horseshoe Casino in
    Hammond, Indiana. Greater levels of marketing and advertising
    from our competitors and a significant reduction in our direct
    mail and cash based promotional activities relative to what was
    incurred in the prior year by Majestic Star and Trump Indiana
    have impacted our operating results.
    The financial performance of the Majestic Properties has also
    been and will continue to be affected by construction to major
    roads providing access to our gaming facilities at Buffington
    Harbor.
    We are introducing new programs and enhancing existing programs
    to address those factors within our control which have impacted
    the performance of the Majestic Properties, including, enhancing
    our database marketing, establishing new promotions and enhanced
    and target marketing, enhancing our bus programs from Chicago,
    improving our guest development and hosting programs, opening a
    non-smoking gaming floor, restructuring our complimentary
    program, establishing new employee incentive and reward programs
    and creating a feeling of difference between each of the
    Majestic Properties so that we are offering our guests a choice
    between two casinos at one location.
    Consolidated promotional allowances, which are deducted from
    consolidated gross revenues to calculate consolidated net
    revenues, increased $2.2 million in the first quarter of
    2006 from the first quarter of 2005, and increased
    $5.6 million in the year ended December 31, 2005 from
    the year ended December 31, 2004. These will most likely
    continue to increase due to the addition of Majestic
    Star II, the enhanced promotional efforts at the Majestic
    Properties, as described above, and increased promotions at our
    Fitzgeralds Tunica and Fitzgeralds Black Hawk properties. We
    believe that increased promotional efforts will be necessary to
    remain competitive in our markets. 40




---



##### Table of Contents




    As a result of our acquisition of Trump Indiana and the
    inclusion of the expenses of BHR and BHPA we will see a
    significant increase in operating expenses. In our first full
    quarter of operating Majestic Star II, and the 50% of BHR
    and BHPA that we acquired from Trump Indiana, operating expenses
    increased by $26.8 million. Part of this increase should be
    offset by the realization of the expected $14.4 million of
    cost savings on an annualized basis at the Majestic Properties
    due to eliminating redundant costs and expenses, including the
    staff reductions discussed previously.
    As our casinos attract their visitors from drive-in markets,
    higher energy and fuel costs experienced by our customers could
    result in fewer trips to our properties and less discretionary
    spending on gambling. We believe these higher costs have
    impacted the results of operations at our Majestic Properties
    and may be impacting the frequency of trips and the
    discretionary gambling budgets of our customers at our
    Fitzgeralds Tunica and Fitzgeralds Black Hawk properties.
    Interest expense increased $7.6 million during the first
    quarter of 2006, primarily due to the debt incurred to finance
    the acquisition of Trump Indiana (including $1.5 million
    attributable to the push-down of the Majestic Holdco debt).
    Interest expense will continue to be impacted by the increased
    amount of debt compared with prior periods and, to the extent of
    the borrowings under our senior secured credit facility, higher
    interest rates as those rates are tied to LIBOR and prime rate
    borrowings.
    Various remodel and expansion projects have been recently
    completed by our competitors in the Black Hawk market, as well
    as increased marketing activities. Although Fitzgeralds Black
    Hawk saw record breaking revenues in 2004 due to the disruption
    of business from the competitors who were undergoing
    construction projects, if the level of competition in the Black
    Hawk market continues to increase, our financial performance and
    cash flows may be negatively impacted.
    We continue the implementation of TITO at our properties. As of
    March 31, 2006, we had 819, or 62.9%, of our slot machines
    at Fitzgeralds Tunica equipped with TITO and 282, or 47.1%, of
    our slot machines at Fitzgeralds Black Hawk equipped with TITO.
    At Majestic Star and Majestic Star II, all of our slot
    machines are TITO equipped. It is our goal to have 100% of our
    slot machines at all of our properties equipped with TITO by
    year end.
    Kirk C. Saylor has joined the organization as its new Executive
    Vice President and Chief Operating Officer (COO) effective
    May 15, 2006. Mr. Saylor will play an integral role in
    developing the strategies for the continued growth and success
    of the Company. Mr. Saylor has over twenty years of
    experience, including key positions in both operations and
    finance in large, nationally recognized gaming companies.
    During the first quarter of 2006 we transitioned in a new
    management team at Fitzgeralds Tunica. The new management team
    is implementing changes to the property to make it more
    competitive in the Tunica market. A new advertising program has
    recently been implemented. Management is also currently
    enhancing the propertys direct mail, guest development and
    hosting programs. Improvements have already been made to the
    food and beverage operations including the upgrading of our
    steakhouse, now known as Don Bs. Property management is
    attempting to upgrade the property in order to attract a higher
    level of rated play. As management proceeds with its improvement
    strategies, additional capital and operating costs may be
    necessary in the near term in order to generate greater revenues
    over the long term. We will also look to make improvements to
    the hotel and casino floor in order to offer the amenities and
    games that our current and future customers desire. Budgets and
    timelines for completion of these projects are still under
    review by management.
    The expansion plans for Fitzgeralds Black Hawk are scheduled to
    begin in the third quarter of this year and should be completed
    within 15 to 18 months at a cost of approximately
    $25.0 million, including acquiring associated gaming
    equipment and other furniture and fixtures. This expansion will
    not only add more amenities for our guests, but will also
    increase the number of slot machines from approximately 600 to
    approximately 1,000, which will all be TITO. Fitzgeralds Black
    Hawk also intends to rebuild the Rohling Inn; although insurance
    proceeds will fund all or a portion of the construction costs,
    the Company will be required to advance the funds and, to the
    extent the insurance proceeds are insufficient, the Company may
    need to delay other capital expenditures. 41




---



##### Table of Contents




    The Company is evaluating the construction of a hotel and other
    improvements at the Buffington Harbor site of Majestic Star and
    Majestic Star II. Designs, budgets and timelines are still
    being reviewed. These projects could be funded under the
    Companys capital expenditure plan, which is limited by the
    Companys senior secured credit facility, through other
    public and private investments, and the Gary Lake Front
    Development Fund for which the Majestic Properties pay into as
    part of their amended development agreement with the City of
    Gary.
    Recently the new Mayor of the City of Gary has expressed
    concerns about the amended development agreement between the
    City of Gary and Majestic Star. The Company believes it has a
    valid and binding agreement with the City of Gary; however the
    Company plans to work with the City of Gary and the Mayor on
    options to resolve any issues raised by the Mayor.  Recent
    Developments
     42




---



##### Table of Contents



Results
    of Operations
    Operating
    Results by Entity
  For the Three Months Ended March
    31,2006


2005(In thousands)Gross revenues:Majestic Star Casino

$
37,636


$
39,805Majestic Star Casino II


36,633



Buffington Harbor Riverboats


119



Total Majestic Properties


74,388



39,805Fitzgeralds Tunica


28,297



27,166Fitzgeralds Black Hawk


10,068



10,474Total

$
112,753


$
77,445Net revenues:Majestic Star Casino

$
35,108


$
36,176Majestic Star Casino II


34,284



Buffington Harbor Riverboats


119



Total Majestic Properties


69,511



36,176Fitzgeralds Tunica


21,733



21,516Fitzgeralds Black Hawk


8,674



9,163Total

$
99,918


$
66,855Casino revenues:Majestic Star Casino

$
36,449


$
38,697Majestic Star Casino II


34,680



Total Majestic Properties


71,129



38,697Fitzgeralds Tunica


23,352



22,585Fitzgeralds Black Hawk


9,404



9,801Total

$
103,885


$
71,083Operating income (loss):Majestic Star Casino

$
9,248


$
5,628Majestic Star Casino II


9,519



Buffington Harbor Riverboats


(3,541
)


Buffington Harbor Parking
    Associates


(361
)


Total Majestic Properties


14,865



5,628Fitzgeralds Tunica


3,679



3,305Fitzgeralds Black Hawk


1,742



2,971Corporate (1)


(1,842
)


(1,217
)Majestic Investor Holdings






(70
)Total

$
18,444


$
10,617   43




---



##### Table of Contents



Operating
    Results by Entity(continued)
  As of March 31,2006


2005Operating Margin(2)Majestic Star Casino


26.3
%


15.6
%Majestic Star Casino II


27.8
%


n/aBuffington Harbor Riverboats


(2967.6
)%


n/aBuffington Harbor Parking
    Associates


n/a



n/aTotal Majestic Properties


21.4
%


15.6
%Fitzgeralds Tunica


16.9
%


15.4
%Fitzgeralds Black Hawk


20.1
%


32.4
%Corporate


n/a



n/aMajestic Investor Holdings


n/a



n/aTotal


18.5
%


15.9
%   As of March 31,


As of December 31,2006


2005(in thousands)Segment assets:Majestic Star Casino (3)

$
117,469


$
243,475Majestic Star Casino II


225,598



229,246Buffington Harbor Riverboats


53,015



53,751Buffington Harbor Parking
    Associates


22,002



21,592Fitzgeralds Tunica


73,704



75,406Fitzgeralds Black Hawk


37,338



31,688Corporate(3)


381,254



289,353Majestic Investor Holdings






1,896Total


910,380



946,407Less: Intercompany


(399,144
)


(428,448
)Total

$
511,236


$
517,959   As of March 31,2006


2005(in thousands)Expenditures for additions to
    long-lived assets:Majestic Star Casino

$
2,077


$
891Majestic Star Casino II


76



n/aBuffington Harbor Riverboats


13



n/aFitzgeralds Black Hawk


489



407Fitzgeralds Tunica


502



1,850Corporate


5



Total

$
3,162


$
3,148  44




---



##### Table of Contents



(1)
    
    Corporate expenses reflect payroll, benefits, travel and other
    costs associated with our corporate staff and are not allocated
    to the properties.(2)
    
    Operating margin is calculated by dividing operating income by
    net revenues.(3)
    
    The combined assets of Majestic Star and Corporate include
    inter-company receivables from Majestic Star II, Fitzgeralds
    Tunica, BHR, BHPA and Fitzgeralds Black Hawk totaling
    approximately $399.1 million at March 31, 2006 and
    $428.4 million at December 31, 2005. Intercompany
    receivables are eliminated in consolidation.  Three
    Months Ended March 31, 2006 Compared to Three Months Ended
    March 31, 2005
                   45




---



##### Table of Contents



46




---



##### Table of Contents



Consolidated
    Statements of OperationsPercentage of Gross
    Revenues
  For the Years Ended
    December 31,2005


2004


2003Operating Revenues:Casino


91.3
%


91.4
%


91.2
%Rooms


2.5
%


2.6
%


2.8
%Food and beverage


4.6
%


4.5
%


4.6
%Other


1.6
%


1.5
%


1.4
%Gross operating revenues


100.0
%


100.0
%


100.0
%Less promotional allowances


14.8
%


13.3
%


12.5
%Net operating revenues


85.2
%


86.7
%


87.5
%Operating Costs and
    Expenses:Casino


22.1
%


23.2
%


24.1
%Rooms


0.6
%


0.6
%


0.9
%Food and beverage


1.9
%


2.1
%


1.9
%Other


0.3
%


0.6
%


0.4
%Gaming taxes(1)


19.8
%


19.7
%


19.7
%Advertising and promotion


5.0
%


5.4
%


5.2
%General and administrative(2)


14.0
%


14.5
%


14.2
%Corporate expenses(3)


2.5
%


1.1
%


1.2
%Economic incentive taxCity
    of Gary


1.5
%


1.5
%


1.5
%Depreciation and amortization(4)


7.4
%


6.0
%


6.3
%Amortization-debt pushed down from
    Majestic Holdco(5)


0.0
%


0.0
%


0.0
%Loss on investment in the BHR
    joint venture


0.8
%


0.8
%


0.9
%Loss (gain) on sale of assets


0.0
%


0.0
%


0.0
%Total operating costs and expenses


75.9
%


75.5
%


76.3
%Operating income


9.3
%


11.2
%


11.2
%Other Income
    (Expenses):Interest income


0.1
%


0.0
%


0.0
%Interest expense


(9.9
)%


(9.5
)%


(11.1
)%Interest expensedebt pushed
    down from Majestic Holdco(5)


(0.1
)%


0.0
%


0.0
%Loss on bond redemption


(1.2
)%


0.0
%


(11.4
)%Other non-operating expense


0.0
%


(0.1
)%


(0.1
)%Total other expenses


(11.1
)%


(9.6
)%


(22.6
)%Loss from continuing operations


(1.8
)%


1.6
%


(11.4
)%Loss from discontinued operations


0.0
%


0.0
%


(4.3
)%Net (loss) income


(1.8
)%


1.6
%


(15.7
)%     (1)
    
    Gaming taxes include a $2.1 million (0.7% of gross revenue)
    retroactive gaming tax charge in the year ended
    December 31, 2003. 47




---



##### Table of Contents



(2)
    
    General and administrative expenses for the year ended
    December 31, 2004 include a $1.9 million (0.6% of
    gross revenue) retroactive property tax charge.(3)
    
    Corporate expenses for the year ended December 31, 2005
    include a $2.3 million (0.7% of gross revenue) charge
    related to the mutual termination of the sale of Fitzgeralds
    Black Hawk.(4)
    
    On July 12, 2004, the Company entered into an agreement to
    sell substantially all of the assets subject to certain
    liabilities of Fitzgeralds Black Hawk. On April 14, 2005,
    Barden Colorado and Legends Gaming, LLC mutually agreed to
    terminate the transaction. The Company took a charge of
    approximately $1.5 million in the second quarter of 2005
    for depreciation and amortization expense that was not recorded
    while Fitzgeralds Black Hawk was held for sale. The
    corresponding
    catch-up
    depreciation and amortization in the year ended
    December 31, 2005 is $0.9 million (0.3% of gross
    revenue) for the period July 12, 2004 through
    December 31, 2004. Also included in depreciation and
    amortization expense is the pushdown of $20,000 of amortized
    financing costs associated with the Discount Notes. The
    amortized financing costs related to the discount notes are a
    negligible percentage of gross revenues.(5)
    
    Included in interest expense is the pushdown of
    $0.2 million of interest expense from the discount notes.
    The interest expense related to the Discount Notes is a
    negligible percentage of gross revenues.    Consolidated
  For the Twelve Months Ended


PercentageDecember 31,


Increase / (Decrease)2005


2004


2003


2005 v 2004


2004 v 2003(In millions)Casino revenues

$
280.9


$
274.8


$
255.4



2.2
%


7.6
%Room revenues


7.7



7.7



7.9



0.7
%


(3.3
)%Food and beverage revenues


14.0



13.5



12.8



4.2
%


5.2
%Other revenues


5.0



4.5



4.0



8.4
%


15.4
%Gross operating revenues


307.6



300.5



280.1



2.4
%


7.3
%Less promotional allowances


45.6



40.0



35.1



14.3
%


13.8
%Net operating revenues


262.0



260.5



245.0



0.6
%


6.4
%Operating expenses


233.3



226.8



213.6



2.9
%


6.2
%Operating income


28.7



33.7



31.4



(14.9
)%


7.3
%Other (expense) income


(34.0
)


(28.7
)


(63.3
)


18.4
%


(54.6
)%(Loss) income from continuing
    operations


(5.3
)


5.0



(31.9
)


(205.6
)%


(115.7
)%Loss from discontinued operation










(12.0
)


0.0
%


100.0
%Net (loss) income

$
(5.3
)

$
5.0


$
(43.9
)


(205.6
)%


(111.4
)%  48




---



##### Table of Contents



Majestic
    Star
  For the Twelve Months Ended


PercentageDecember 31,


Increase / (Decrease)2005


2004


2003


2005 v 2004


2004 v 2003(In millions)Casino revenues

$
150.6


$
149.6


$
136.5



0.7
%


9.5
%Room revenues














0.0
%


0.0
%Food and beverage revenues


1.8



1.8



1.5



(3.1
)%


21.7
%Other revenues


3.1



2.9



2.3



10.8
%


27.0
%Gross operating revenues


155.5



154.3



140.3



0.8
%


9.9
%Less promotional allowances


16.5



13.2



11.0



25.0
%


19.8
%Net operating revenues


139.0



141.1



129.3



(1.5
)%


9.1
%Operating expenses


120.2



124.7



112.2



(3.5
)%


11.1
%Operating income


18.8



16.4



17.1



14.1
%


(4.3
)%Other expense


(27.8
)


(26.8
)


(27.4
)


3.4
%


(2.0
)%Net loss

$
(9.0
)

$
(10.4
)

$
(10.3
)


(13.6
)%


1.8
%   Majestic
    Star II
  For the Twelve Months Ended


PercentageDecember 31,


Increase / (Decrease)2005


2004


2003


2005 v 2004


2004 v 2003(In millions)Casino revenues

$
4.6


$



$




n/a



n/aRoom revenues


0.1











n/a



n/aFood and beverage revenues


0.1











n/a



n/aOther revenues


0.1











n/a



n/aGross operating revenues


4.9











n/a



n/aLess promotional allowances


0.3











n/a



n/aNet operating revenues


4.6











n/a



n/aOperating expenses


3.6











n/a



n/aOperating income


1.0











n/a



n/aOther income (expense)


0.0











n/a



n/aNet income

$
1.0


$



$




n/a



n/a  49




---



##### Table of Contents



Fitzgeralds
    Tunica
  For the Twelve Months Ended


PercentageDecember 31,


Increase / (Decrease)2005


2004


2003


2005 v 2004


2004 v 2003(In millions)Casino revenues

$
87.6


$
86.5


$
84.3



1.2
%


2.6
%Room revenues


7.6



7.7



8.0



(0.7
)%


(3.3
)%Food and beverage revenues


9.9



9.4



9.3



5.6
%


1.4
%Other revenues


1.3



1.3



1.4



1.2
%


(10.6
)%Gross operating revenues


106.4



104.9



103.0



1.5
%


1.8
%Less promotional allowances


23.5



21.7



19.4



8.4
%


12.1
%Net operating revenues


82.9



83.2



83.6



(0.3
)%


(0.5
)%Operating expenses


72.6



71.7



70.6



1.3
%


1.6
%Operating income


10.3



11.5



13.0



(10.6
)%


(11.9
)%Other income (expense)


0.0



0.0



0.0



250.3
%


9.5
%Net income

$
10.3


$
11.5


$
13.0



(10.3
)%


(11.9
)%   Fitzgeralds
    Black Hawk
  For the Twelve Months Ended


PercentageDecember 31,


Increase / (Decrease)2005


2004


2003


2005 v 2004


2004 v 2003(In millions)Casino revenues

$
38.1


$
38.7


$
34.5



(1.4
)%


12.3
%Room revenues














0.0
%


0.0
%Food and beverage revenues


2.2



2.2



2.0



(0.2
)%


10.2
%Other revenues


0.4



0.4



0.3



(1.4
)%


54.7
%Gross operating revenues


40.7



41.3



36.8



(1.4
)%


12.5
%Less promotional allowances


5.3



5.1



4.8



5.2
%


6.6
%Net operating revenues


35.4



36.2



32.0



(2.3
)%


13.3
%Operating expenses


28.0



26.2



24.9



6.7
%


5.7
%Operating income


7.4



10.0



7.1



(25.9
)%


39.8
%Other income (expense)


(0.0
)


(0.0
)






(97.2
)%


0.0
%Net income

$
7.4


$
10.0


$
7.1



(25.7
)%


39.5
%  50




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##### Table of Contents



Majestic
    Investor Holdings
  For the Twelve Months Ended


PercentageDecember 31,


Increase / (Decrease)2005


2004


2003


2005 v 2004


2004 v 2003(In millions)Casino revenues

$



$



$




0.0
%


0.0
%Room revenues














0.0
%


0.0
%Food and beverage revenues














0.0
%


0.0
%Other revenues














0.0
%


0.0
%Gross operating revenues














0.0
%


0.0
%Less promotional allowances














0.0
%


0.0
%Net operating revenues














0.0
%


0.0
%Operating expenses


0.3



0.7



2.4



(58.1
)%


(71.1
)%Operating income


(0.3
)


(0.7
)


(2.4
)


(58.1
)%


(71.1
)%Other income (expense)


(3.4
)


(1.9
)


(35.9
)


80.6
%


(94.7
)%Loss from continuing operations


(3.7
)


(2.6
)


(38.3
)


43.6
%


(93.3
)%(Loss) from discontinued operation










(10.0
)


0.0
%


(100.0
)%Net (loss)

$
(3.7
)

$
(2.6
)

$
(48.3
)


43.6
%


(94.7
)%     Majestic
    Star
  For the YearsEndedDecember 31,2005


2004


2003Casino revenues


48.9
%


49.8
%


48.8
%Room revenues


0.0
%


0.0
%


0.0
%Food and beverage revenues


0.6
%


0.5
%


0.5
%Other revenues


1.1
%


1.0
%


0.8
%Gross operating revenues


50.6
%


51.3
%


50.1
%Less promotional allowances


5.4
%


4.4
%


3.9
%Net operating revenues


45.2
%


46.9
%


46.2
%Operating expenses


39.1
%


41.4
%


40.1
%Operating income


6.1
%


5.5
%


6.1
%Other income (expense)


(9.0
)%


(8.9
)%


(9.8
)%Net loss


(2.9
)%


(3.4
)%


(3.7
)%  51




---



##### Table of Contents



Majestic
    Star II
  For the Twelve Months EndedDecember 31,2005


2004


2003Casino revenues


1.5
%


0.0
%


0.0
%Room revenues


0.0
%


0.0
%


0.0
%Food and beverage revenues


0.1
%


0.0
%


0.0
%Other revenues


0.0
%


0.0
%


0.0
%Gross operating revenues


1.6
%


0.0
%


0.0
%Less promotional allowances


0.1
%


0.0
%


0.0
%Net operating revenues


1.5
%


0.0
%


0.0
%Operating expenses


1.2
%


0.0
%


0.0
%Operating income


0.3
%


0.0
%


0.0
%Other income (expense)


0.0
%


0.0
%


0.0
%Net income


0.3
%


0.0
%


0.0
%   Fitzgeralds
    Tunica
  For the Twelve Months EndedDecember 31,2005


2004


2003Casino revenues


28.5
%


28.8
%


30.1
%Room revenues


2.5
%


2.6
%


2.9
%Food and beverage revenues


3.2
%


3.1
%


3.3
%Other revenues


0.4
%


0.4
%


0.5
%Gross operating revenues


34.6
%


34.9
%


36.8
%Less promotional allowances


7.6
%


7.2
%


6.9
%Net operating revenues


27.0
%


27.7
%


29.9
%Operating expenses


23.7
%


23.9
%


25.2
%Operating income


3.3
%


3.8
%


4.7
%Other income (expense)


0.0
%


0.0
%


0.0
%Net income


3.3
%


3.8
%


4.7
%  52




---



##### Table of Contents



Fitzgeralds
    Black Hawk
  For the Twelve Months EndedDecember 31,2005


2004


2003Casino revenues


12.4
%


12.9
%


12.3
%Room revenues


0.0
%


0.0
%


0.0
%Food and beverage revenues


0.7
%


0.7
%


0.7
%Other revenues


0.1
%


0.2
%


0.1
%Gross operating revenues


13.2
%


13.8
%


13.1
%Less promotional allowances


1.7
%


1.7
%


1.7
%Net operating revenues


11.5
%


12.1
%


11.4
%Operating expenses


9.1
%


8.8
%


8.9
%Operating income


2.4
%


3.3
%


2.5
%Other income (expense)


0.0
%


0.0
%


0.0
%Net income


2.4
%


3.3
%


2.5
%   Majestic
    Investor Holdings
  For the Twelve Months EndedDecember 31,2005


2004


2003Casino revenues


0.0
%


0.0
%


0.0
%Room revenues


0.0
%


0.0
%


0.0
%Food and beverage revenues


0.0
%


0.0
%


0.0
%Other revenues


0.0
%


0.0
%


0.0
%Gross operating revenues


0.0
%


0.0
%


0.0
%Less promotional allowances


0.0
%


0.0
%


0.0
%Net operating revenues


0.0
%


0.0
%


0.0
%Operating expenses


0.0
%


0.2
%


0.9
%Operating loss


0.0
%


(0.2
)%


(0.9
)%Other expenses


(1.2
)%


(0.7
)%


(12.8
)%Loss from continuing operations


(1.2
)%


(0.9
)%


(13.7
)%Income (loss) from discontinued
    operation


0.0
%


0.0
%


(3.6
)%Net loss


(1.2
)%


(0.9
)%


(17.3
)%   Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
   53




---



##### Table of Contents



54




---



##### Table of Contents



catch-up
    Year
    Ended December 31, 2004 Compared to Year Ended
    December 31, 2003
         55




---



##### Table of Contents



56




---



##### Table of Contents



7 8
    Liquidity
    and Capital Resources
   57




---



##### Table of Contents



58




---



##### Table of Contents



Recently
    Issued Accounting Pronouncements
    
    Financial Accounting Standards No. 151, Inventory
    Costsan amendment of ARB No. 43, Chapter 4
    (SFAS 151). SFAS 151 amends ARB
    No. 43, Chapter 4, Inventory Pricing, to
    clarify the accounting for abnormal amounts of idle facility
    expense, freight, handling costs, and wasted material
    (spoilage). SFAS 151 is effective for financial statements
    for fiscal years beginning after June 15, 2005. The Company
    adopted SFAS 151 without any material impact on the
    Companys financial position, results of operations or cash
    flows.
    Financial Accounting Standards No. 154, Accounting Changes
    and Error Correctionsa replacement of APB No. 20 and
    FASB Statement No. 3 (SFAS 154).
    SFAS 154 replaces APB No. 20, Accounting
    Changes and FASB Statement No. 3, Reporting
    Accounting Changes in Interim Financial Statement and 59




---



##### Table of Contents



changes the requirements for the accounting for and reporting of
    a change in accounting principle. SFAS 154 is effective for
    accounting changes and corrections of errors made in fiscal
    years beginning after December 15, 2005. The Company
    adopted SFAS 154 without any material impact on the
    Companys financial position, results of operations or cash
    flows.  Critical
    Accounting Policies
    Revenue Recognition
  Goodwill and Other Intangible Assets
  Property and Equipment
  Casino Club Liability
  Self-Insurance
  Litigation, Claims and Assessments
 60




---



##### Table of Contents



Contractual
    Commitments
    Payments Due by Year
    Ended(4)Contractual
    Obligations

2006


2007


2008


2009


2010


Thereafter


TotalLong-Term Debt

$



$



$



$



$
300,000,000


$
200,000,000


$
500,000,000Credit Facility


















47,212,346







47,212,346Capital leases


174,447



139,852



48,272



2,713











365,284Development agreement(1)


6,000,000



6,000,000



6,000,000



6,000,000



6,000,000







30,000,000Operating Leases(2)


1,133,489



523,718



212,784



181,832



91,892



45,367



2,189,082Interest onLong-Term Debt


44,453,874



48,006,338



48,001,052



48,000,000



48,000,000



4,875,000



241,336,264Credit Facility(3)


3,602,671



3,602,671



3,602,671



3,602,671



1,050,779







15,461,463Total

$
55,364,481


$
58,272,579


$
57,864,779


$
57,787,216


$
402,355,017


$
204,920,367


$
836,564,439     (1)
    
    On March 26, 1996, the City of Gary (City) and
    Majestic Star entered into a development agreement (the
    Majestic Development Agreement), which requires
    Majestic Star to pay the City an economic incentive equal to 3%
    of Majestic Stars adjusted gross receipts, as defined by
    the Indiana Riverboat Gambling Act. For the period
    January 1, 2005 through December 20, 2005, and the
    twelve month periods ended December 31, 2004 and 2003,
    Majestic Star paid the City of Gary $4.4 million,
    $4.5 million and $4.1 million, respectively. Because
    this is a continuing obligation for the Company, we cannot
    estimate an amount to include in the Thereafter and Total
    columns.(2)
    
    Years 2006 through 2010 includes $15,936 each year relating to a
    perpetual lease. Because this is a continuing obligation for the
    Company, we cannot estimate an amount to include in the
    Thereafter and Total columns.(3)
    
    Variable rate of 7.631% calculated as a weighted average of
    rates on the senior secured credit facility indebtedness using
    LIBOR in effect plus 2.75% as of December 31, 2005.(4)
    
    Excludes any amounts related to the debt of Majestic Holdco.
    Such debt of our parent company has been pushed down to us. See
    Note 12 to our consolidated financial statements.   61




---



##### Table of Contents



QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK        Liabilities

2006


2007


2008


2009


2010


Thereafter


Total


Fair Value(1)(Amounts in thousands)Fixed Rate Debt Maturities(2)(3)


1,159.0



139.9



48.3



2.7



300,000.0



263,500.0



564,849.9



564,767.4Average interest rate


9.83
%


9.88
%


9.91
%


9.93
%


9.98
%


12.17
%


9.95
%Variable Rate(2)


















47,212.3







47,212.3



47,212.3Average interest rate


7.63
%


7.63
%


7.63
%


7.63
%


7.63
%






7.63
%


7.63
%     (1)
    
    The fair values for debt with no public market are based on the
    borrowing rates currently available for debt instruments with
    similar terms and maturities, and for publicly traded debts, the
    fair values are based on market quotes.(2)
    
    Based on contractual interest rates for fixed rate indebtedness
    or current LIBOR rates for variable rate indebtedness.(3)
    
    Our fixed-rate debt maturities includes the discount notes
    issued by Majestic Holdco. The discount notes are solely the
    obligation of Majestic Holdco and are unsecured. Neither the
    Company nor any of its subsidiaries guarantees the discount
    notes nor are the equity or assets of the Company or its
    subsidiaries security for the discount notes. Further, the
    indentures governing the senior notes and the senior secured
    notes and the loan and security agreement which govern our
    senior secured credit facility preclude distributions by the
    Company to Majestic Holdco unless certain financial tests are
    met. The discount notes are included in the above table as
    required by SEC Staff Accounting Bulletin Topic 5(J).       62




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1 2
 63




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##### Table of Contents



BUSINESS  General
          Properties
  
    Majestic Star is a riverboat casino located at Buffington Harbor
    in Gary, Indiana, approximately 23 miles southeast of
    downtown Chicago. The riverboat casino is a four-story, 360-foot
    long vessel with a contemporary design that accommodates
    approximately 3,000 passengers plus crew. The casino includes
    approximately 40,800 square feet of gaming space across
    three expansive decks. The casino vessel provides live
    entertainment, a sports bar, a VIP lounge, and a private
    high-limit table games area. Majestic Star is located adjacent
    to the 2,000-space covered parking garage (300 spaces of which
    are valet) at the Buffington Harbor gaming complex.
    Majestic Star II (formerly Trump Indiana) also operates
    from the Buffington Harbor gaming complex. The riverboat casino
    is a four-story, 280-foot long vessel, which accommodates
    approximately 2,740 passengers plus crew. The casino vessel
    includes approximately 43,000 square feet of gaming space
    that provides live entertainment, a high limit gaming area, and
    a poker room, which is the largest in the Chicagoland market.
    Majestic Star II owns and operates a 300-room hotel and
    various restaurants. It is also located adjacent to the
    2,000-space covered parking garage at the Buffington Harbor
    gaming complex.
    The Buffington Harbor gaming complex is a two-level,
    85,410 square foot structure containing Passports World
    Class Buffet, Koko Taylors Blues Cafe and three
    additional food and beverage outlets: Miller Pizza, Harbor
    Treats and Jackpot Java. At this time, Buffington Harbor leases
    the rights to operate these restaurants to third parties and
    does not operate any of the food and beverage facilities located
    on its premises. The Buffington Harbor gaming complex is
    adjacent to an outdoor festival area. The Buffington Harbor
    gaming complex also contains a gift shop, banquet and
    entertainment facilities, a VIP lounge, a 2,000-space covered
    parking structure and 2,600 surface parking spaces. The complex
    offers valet parking and convenient bus loading and unloading
    facilities.
    Fitzgeralds Tunica is located in north Tunica County,
    Mississippi, approximately 30 miles from downtown Memphis,
    Tennessee. Fitzgeralds Tunica has an Irish castle theme and is
    the focal point of a
    50-acre site
    situated adjacent to the Mississippi River. Fitzgeralds Tunica
    is a full-service entertainment destination whose customer base
    has increased and become more diversified by its ability to
    attract, in addition to local 64




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##### Table of Contents



customers, independent travelers,
    tour-and-travel
    customers and guests for special events and conventions.
    Fitzgeralds Tunica includes 38,088 square feet of gaming
    space, a 507-room hotel (including 72 suites), an indoor special
    events center, an indoor swimming pool, two bars, three
    restaurants and a gift shop.  
    Fitzgeralds Black Hawk is located adjacent to the entrance to
    the downtown gaming area of Black Hawk, Colorado. Fitzgeralds
    Black Hawk is approximately 30 miles from Denver. The
    10,253 square foot casino also offers a restaurant and a
    bar. Fitzgeralds Black Hawk also has a 392-space, all valet
    parking garage adjacent to the casino.  Marketing
             65




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Competition
           66




---



##### Table of Contents



Employees
    and Unions
      Trade
    Names, Trademarks and Service Marks
  tm tm tm tm tm tm tm tm
  ® ® ® ®
 67




---



##### Table of Contents



®
  Legal
    Proceedings
    Anti-trust litigation.
  Fitzgeralds Black Hawk litigation.
   68




---



##### Table of Contents



Trump Indiana Litigations.
      Majestic Star Income Tax Protest.
   69




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##### Table of Contents



Majestic Star Sales and Use Tax
    Assessments.
        Note 10-Investment
  BHR
    Sales and Use Tax Assessments
  1998-2001 Tax Years. 1999-2001
 70




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##### Table of Contents



2002-2004 Tax Years. retail cost
  Environmental
    Matters
    400-square clean-up
     71




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##### Table of Contents



MANAGEMENT  Directors
    and Executive Officers
    Name

Age

Position(s)Don H. Barden


62


Chairman, President and Chief
    Executive OfficerKirk Saylor


49


Executive Vice President and Chief
    Operating OfficerJon S. Bennett


45


Vice President and Chief Financial
    OfficerSteven J. Lemberg


51


Director, Executive Vice President
    of Strategic InitiativesPatrick R. Cruzen


59


DirectorMichelle R. Sherman


40


DirectorAndrew J. Warhola


80


Director   Don H. Barden and/or African-Americans
  Kirk Saylor
  Jon S. Bennett
  Steven J. Lemberg
 72




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Patrick R. Cruzen
  Michelle R. Sherman
  Andrew J. Warhola
  Compensation
    of Directors
   73




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##### Table of Contents



SUMMARY
    COMPENSATION TABLE    Annual Compensation


All OtherName and Position

Year


Salary


Bonus


CompensationDon H. Barden(1)


2005


$
605,035


$



$
184,721Chairman, President and


2004



425,000







176,426Chief Executive Officer


2003



390,096







169,742Jon S. Bennett(2)


2005


$
279,355


$
200,000


$
11,390Vice President and


2004



250,017



50,000



41,784Chief Financial Officer


2003



256,731



25,000



68,164Steven Lemberg(3)


2005


$
294,277


$
120,000


$
5,429Executive Vice President ofStrategic Initiatives     (1)
    
    For the years 2005, 2004 and 2003, the amounts reflected in
    All Other Compensation for Mr. Barden represent
    life insurance premiums paid by the Company of $127,160,
    $129,368 and $123,435, respectively, an auto allowance of
    $42,117, $47,058 and $46,307, respectively and in 2005 only,
    group term life insurance of $15,444.(2)
    
    For the year 2005, the amounts shown in All Other
    Compensation reflect a 401(k) match of $4,500 for which
    Mr. Bennett is fully vested, reimbursement for
    un-reimbursed medical plan expenditures of $5,000 and group term
    life insurance of $1,890. For the year 2004, the amounts shown
    in All Other Compensation reflect $36,090 of taxable
    relocation and housing allowance costs, a 401(k) match of $4,500
    for which Mr. Bennett is fully vested, $1,140 of group-term
    life insurance premiums paid by the Company on
    Mr. Bennetts behalf and reimbursement for
    un-reimbursed medical plan expenditures of $54. For the year
    2003, Mr. Bennetts salary includes the payment of
    $6,731 of unused vacation relating to 2002 while
    Mr. Bennett was the Vice President of Finance and
    Administration at Barden Mississippi. For the year 2003, the
    amounts shown in All Other Compensation reflect
    $58,569 of taxable relocation and housing allowance costs,
    reimbursement of $5,000 for un-reimbursed medical plan
    expenditures, a 401(k) match of $4,500 for which
    Mr. Bennett is fully vested and $95 of group-term life
    insurance. Bonuses reflected in the Executive Compensation
    Schedule are for the years earned, not paid.(3)
    
    For the year 2005, the amounts shown in All Other
    Compensation reflect reimbursement for un-reimbursed
    medical plan expenditures of $2,255 and group term life
    insurance of $3,174. Mr. Lemberg joined the Company as its
    Executive Vice President of Strategic Initiatives on
    January 3, 2005, and as a result, Mr. Lemberg had no
    compensation for 2004 or 2003. Bonuses reflected in the
    Executive Compensation Schedule are for the year earned, not
    paid.  Employment
    Agreements
     74




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Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Committee
     75




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##### Table of Contents



COMPENSATION COMMITTEE:
    ANDREW J. WARHOLA   SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   76




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##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS  Transactions
    by or with Affiliates
  Pushdown of Majestic Holdco Discount
    Notes.
  Manager Agreement.
    Tax Distributions.
  BHPA Contribution.
  BHPA Rent Expense.
  Barden Nevada Expense Sharing Agreement.
  Barden Nevada Revolving Promissory Note.
 77




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##### Table of Contents



DESCRIPTION
    OF CREDIT FACILITY, INTERCREDITOR AGREEMENT,
    AND THE EXISTING SENIOR SECURED NOTES  Senior
    Secured Credit Facility
    Intercreditor
    Agreement
      The
    Existing Senior Secured Notes
  1 2 1 2
 78




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THE
    EXCHANGE OFFERS  Purpose
    and Effect of the Exchange Offers
        
    cause the registration statement with respect to the exchange
    offers to become effective under the Securities Act by
    September 17, 2006; and
    complete the exchange offers no later than 30 days after
    the SEC declares the registration statement with respect to the
    exchange offers effective.        
    are not our affiliate, as defined under
    Rule 405 under the Securities Act;
    are acquiring the registered senior secured notes or registered
    senior notes, as applicable, in the ordinary course of your
    business;
    are not engaging in, and do not intend to engage in, a
    distribution, within the meaning of the Securities Act, of the
    registered senior secured notes or registered senior notes;
    do not have an arrangement or understanding with any person to
    participate in a distribution of the registered senior secured
    notes or registered senior notes; and
    are not a broker-dealer who acquired unregistered senior secured
    notes or unregistered senior notes from us to resell them under
    Rule 144A of the Securities Act or any other exemption
    available under the Securities Act. 79




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
    you will not be able to rely on the interpretations of the staff
    of the SEC in connection with resale or other transfer of
    registered senior secured notes or registered senior
    notes; and
    you must comply with the registration and prospectus delivery
    requirements of the Securities Act, or have an exemption from
    such requirements available to you, in connection with the sale,
    resale or other transfer of the registered senior secured notes
    or registered senior notes.    Consequences
    of Failure to Exchange
        Terms of
    the Exchange Offers
  
    Upon the terms and subject to the conditions set forth in this
    prospectus and in the letter of transmittal, we will accept any
    and all unregistered senior secured notes and unregistered
    senior notes that are validly tendered on or prior to
    5:00 p.m., New York City time, on the expiration date. When
    we refer to the expiration date, we mean 5:00 pm, New York City
    time,
    on          ,
    2006. 80




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##### Table of Contents




    You should read Expiration Date; Extensions;
    Amendments below for an explanation of how the expiration
    date may be amended.
    We will issue $1,000 principal amount of registered senior
    secured notes or registered senior notes, as applicable, in
    exchange for each $1,000 principal amount of outstanding
    unregistered senior secured notes or unregistered senior notes
    accepted in the exchange offers, respectively.
    You may exchange some or all of your unregistered senior secured
    notes or unregistered senior notes pursuant to the exchange
    offers. However, unregistered senior secured notes or
    unregistered senior notes may be exchanged only in integral
    multiples of $1,000 of principal amount.
    The form and terms of the registered senior secured notes and
    registered senior notes are identical in all material respects
    to the form and terms of the unregistered senior secured notes
    or unregistered senior notes, respectively, except for the
    elimination of some transfer restrictions, registration rights
    and liquidated damages provisions relating to the unregistered
    senior secured notes and unregistered senior notes. The
    registered senior secured notes and registered senior notes will
    evidence the same debt as the unregistered senior secured notes
    and unregistered senior notes, as applicable, and will be issued
    pursuant to, and entitled to the benefits of, the respective
    indentures pursuant to which the unregistered senior secured
    notes and unregistered senior notes were issued.
    As of the date of this prospectus, unregistered senior secured
    notes representing $40.0 million in aggregate principal
    amount and unregistered senior notes representing
    $200.0 million were outstanding and there was one
    registered holder of each, a nominee of the Depository Trust
    Company. This prospectus, together with the letter of
    transmittal, is being sent to that registered holder and to
    others believed to have beneficial interests in the unregistered
    senior secured notes and the unregistered senior notes.
    We will be deemed to have accepted validly tendered unregistered
    senior secured notes and unregistered senior notes when, as, and
    if we have given oral notice (promptly confirmed in writing) or
    written notice thereof to the exchange agent. The exchange agent
    will act as agent for the tendering holders for the purpose of
    receiving the registered senior secured notes and registered
    senior notes from us. If any tendered unregistered senior
    secured notes or tendered unregistered senior notes are not
    accepted for exchange because of an invalid tender, the
    occurrence of other events set forth under the heading
    Conditions to the Exchange Offers or
    otherwise, certificates for any of these unaccepted unregistered
    senior secured notes or unregistered senior notes will be
    returned, without expense, to the tendering holder of those
    unregistered senior secured notes or unregistered senior notes
    as soon as practicable after the expiration date, unless the
    exchange offers are extended. In the case of unregistered senior
    secured notes or unregistered senior notes tendered by
    book-entry transfer into the exchange agents account at
    the Depository Trust Company (DTC) pursuant to the
    book-entry transfer procedures described below, these
    unregistered senior secured notes or unregistered senior notes
    will be credited to an account maintained with DTC, as soon as
    practicable after the expiration date.
    We are not conditioning the exchange offers upon the tender of
    any minimum aggregate principal amount of unregistered senior
    secured notes or unregistered senior notes.
    The exchange offers are subject to the condition that the
    exchange offers not violate applicable law or applicable
    interpretations of the staff of the SEC. See
    Conditions to the Exchange Offers.
    We may accept tendered unregistered senior secured notes or
    tendered unregistered senior notes by giving oral or written
    notice to the exchange agent. We must promptly confirm oral
    notice in writing. The exchange agent will act as your agent for
    the purpose of receiving the registered senior secured notes or
    registered senior notes from us and delivering them to you.
    You will not be required to pay brokerage commissions or fees
    or, subject to the instructions in the letter of transmittal,
    transfer taxes with respect to the exchange of unregistered
    senior secured notes or unregistered senior notes. We will pay
    all charges and expenses applicable to the exchange offers,
    other than taxes specified under Transfer
    Taxes. See Fees and Expenses. 81




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##### Table of Contents



Expiration
    Date; Extensions; Amendments
    
    amend the terms of the exchange offers in any manner;
    delay acceptance of any unregistered senior secured notes or
    unregistered senior notes, or terminate the exchange offer and
    refuse to accept any unregistered senior secured notes or
    unregistered senior notes not previously accepted, if any of the
    condition described under Conditions to the Exchange
    Offers shall have occurred and shall not have been waived
    by us;
    extend the expiration date of the exchange offers;
    purchase or make offers for any unregistered senior secured
    notes or unregistered senior notes that remain outstanding after
    the expiration date; or
    to the extent permitted by applicable law, purchase unregistered
    senior secured notes or unregistered senior notes in the open
    market, in privately negotiated transactions, or otherwise.        Procedures
    For Tendering
      
    the exchange agent must receive certificates for the
    unregistered senior secured notes or unregistered senior notes
    along with the letter of transmittal prior to the expiration
    date; 82




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##### Table of Contents




    the exchange agent must receive prior to the expiration date a
    timely confirmation of a book-entry transfer of the unregistered
    senior secured notes or unregistered senior notes, if that
    procedure is available, into the exchange agents account
    at DTC following the procedure for book-entry transfer described
    below, along with the letter of transmittal or an agents
    message in place of the letter of transmittal; or
    you must comply with the guaranteed delivery procedures
    described below.               83




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
    the registered senior secured notes or registered senior notes
    to be received by you will be acquired in the ordinary course of
    your business;
    you have no arrangement or understanding with any person to
    participate in a distribution of the registered senior secured
    notes or registered senior notes within the meaning of the
    Securities Act;
    if you are not a broker-dealer, you are not engaged in, and do
    not intend to engage in, the distribution of the registered
    senior secured notes or registered senior notes;
    you are not an affiliate of ours, as defined under
    Rule 405 of the Securities Act; and
    you acknowledge and agree that any person who is a broker-dealer
    or is participating in the exchange offers for the purpose of
    distributing the registered senior secured notes or registered
    senior notes must comply with the registration and prospectus
    delivery requirements of the Securities Act.     84




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Signature
    Requirements and Signature Guarantee
    
    by the registered holder of the unregistered senior secured
    notes or unregistered senior notes who has not completed the box
    entitled Special Issuance Instructions or
    Special Delivery Instructions in the letter of
    transmittal; or
    for the account of an eligible institution, as defined below.      attorneys-in-fact,
  Book-Entry
    Transfer
      
    the aggregate principal amount of unregistered senior secured
    notes or unregistered senior notes that have been tendered by
    such participant;
    that the participant has received the letter of transmittal and
    agrees to be bound by its terms; and
    that we may enforce the letter of transmittal against the
    participant.   85




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Guaranteed
    Delivery Procedures
    
    your unregistered senior secured notes or unregistered senior
    notes are not immediately available;
    you are unable to deliver on time your unregistered senior
    secured notes or unregistered senior notes, the letter of
    transmittal or any other document that you are required to
    deliver to the exchange agent; or
    you cannot complete the procedures for delivery by book-entry
    transfer on time;      
    you make the tender through an eligible institution;
    prior to the expiration date, the exchange agent receives from
    that eligible institution a notice of guaranteed delivery,
    substantially in the form provided by the exchange agent, by
    facsimile transmission, mail or hand delivery, setting forth
    your name and address and the amount of unregistered senior
    secured notes or unregistered senior notes tendered, stating
    that the tender is being made by guaranteed delivery and
    guaranteeing that within three New York Stock Exchange trading
    days after the date of execution of the notice of guaranteed
    delivery, the certificates for all physically tendered
    unregistered senior secured notes or unregistered senior notes,
    in proper form for transfer, or a book-entry confirmation, as
    the case may be, together with a properly completed and duly
    executed letter of transmittalor an agents message
    in lieu thereofwith any required signature guarantees will
    be deposited by the eligible institution with the exchange
    agent; and
    the exchange agent receives the certificates for all physically
    tendered unregistered senior secured notes or unregistered
    senior notes, in proper form for transfer, or confirmation of a
    book-entry transfer, as the case may be, within three New York
    Stock Exchange trading days after the date of execution of the
    notice of guaranteed delivery.  Withdrawal
    Rights
      
    specify the name of the person having tendered the unregistered
    senior secured notes or unregistered senior notes to be
    withdrawn;
    identify the unregistered senior secured notes or unregistered
    senior notes to be withdrawn, including the certificate number
    or numbers and principal amount of the unregistered senior
    secured notes or unregistered senior notes;
    be signed by the holder in the same manner as the original
    signature on the letter of transmittal by which the unregistered
    senior secured notes or unregistered senior notes were tendered,
    including any required signature guarantees; and
    specify the name in which these unregistered senior secured
    notes or unregistered senior notes are registered, if different
    from that of the person having tendered the unregistered senior
    secured notes or unregistered senior notes to be withdrawn.   86




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Acceptance
    of Unregistered Senior Secured Notes or Unregistered Senior
    Notes for Exchange; Delivery of Registered Senior Secured Notes
    or Registered Senior Notes
        Registration
    Rights; Liquidated Damages
   87




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
    file a registration statement with the SEC relating to the
    exchange offers under the Securities Act no later than
    May 20, 2006;
    use our reasonable best efforts to cause the exchange offers
    registration statement to be declared effective under the
    Securities Act on or before September 17, 2006;
    keep the exchange offers open for acceptance for at least
    30 days after notice of the exchange offers is mailed to
    holders of the unregistered senior secured notes and
    unregistered senior notes;
    use our reasonable best efforts to keep the exchange offers
    registration statement effective until consummation of the
    exchange offers pursuant to their terms;
    commence and use our reasonable best efforts to consummate the
    exchange offers not later than 30 days following the date
    of effectiveness of the exchange offers registration statement;
    promptly after the close of the exchange offers, accept for
    exchange all unregistered senior secured notes and unregistered
    senior notes validly tendered for exchange prior to the
    expiration of the exchange offers;
    promptly after the close of the exchange offers, deliver all
    validly tendered unregistered senior secured notes and
    unregistered senior notes to The Bank of New York Trust Company,
    N.A., as trustee, and cause the trustee to promptly deliver
    registered senior secured notes or registered senior notes to
    each holder equal in aggregate principal amount to the
    unregistered senior secured notes or unregistered senior notes,
    as applicable, tendered for exchange by such holder.    
    we or the holders of a majority in aggregate principal amount of
    the unregistered senior secured notes or unregistered senior
    notes determine, in our or their reasonable judgment, that they
    will not receive registered senior secured notes or registered
    senior notes that would be tradable without restriction under
    the Securities Act and the Exchange Act and without material
    restrictions under applicable blue sky or state securities laws;
    we are not permitted to effect the exchange offers under
    applicable law or applicable interpretations of law by the SEC
    staff prior to December 21, 2005;
    for any reason, the exchange offers are not consummated within
    210 days after we issued the unregistered senior secured
    notes or unregistered senior notes;
    within 20 business days of the consummation of the exchange
    offers, any holder of unregistered senior secured notes or
    unregistered senior notes notifies us that it:           88




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
    we fail to file any of the registration statements required by
    the registration rights agreements on or prior to the date
    specified for such filing;
    any of such registration statements is not declared effective by
    the SEC on or prior to the date specified for such effectiveness;
    we have not exchanged registered senior secured notes and
    registered senior notes for all validly tendered unregistered
    senior secured notes or registered senior notes, as applicable,
    within 30 days after the exchange offers are declared
    effective by the SEC; or
    the exchange offers registration statement or the shelf
    registration statement is declared effective by the SEC, but
    thereafter, shall either be withdrawn by us or shall become
    subject to an effective stop order suspending the effectiveness
    of such registration statement, and we fail to file and have
    declared effective within 30 days an additional
    registration statement.  90-day 90-day
    Conditions
    to the Exchange Offers
       89




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##### Table of Contents



Exchange
    Agent
    THE BANK
    OF NEW YORK TRUST COMPANY, N.A., EXCHANGE AGENT
  By Mail, Hand or Overnight
    Delivery:

The Bank of New YorkCorporate Trust OperationsReorganization Unit101 Barclay Street -
    7 EastNew York, NY 10286Attn: Mr. David MauerBy Facsimile for Eligible
    Institutions:

(212) 298-1915For Information:

(212) 815-3687     Fees and
    Expenses
    out-of-pocket out-of-pocket
  Transfer
    Taxes
   90




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##### Table of Contents




    registered senior secured notes or registered senior notes for
    principal amounts not tendered, or accepted for exchange are to
    be registered or issued in the name of any person other than the
    registered holder of the unregistered senior secured notes or
    unregistered senior notes tendered; or
    tendered unregistered senior secured notes or unregistered
    senior notes are registered in the name of any person other than
    the person signing the letter of transmittal.    Accounting
    Treatment
    Appraisal
    or Dissenters Rights
   91




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##### Table of Contents



DESCRIPTION
    OF THE REGISTERED SENIOR SECURED NOTES  senior secured notes issuers, we,
    our us Additional Senior Secured Notes
  General
  Senior Secured
    Notes Indenture Senior Secured
    Notes Trustee 1 2 Existing Senior
    Secured Notes Trust Indenture Act Additional Senior
    Secured Notes Registration Rights Agreement
      Notes Co-Issuer Notes Co-Issuer Notes Co-Issuer Notes Co-Issuer.
  Subsidiary Guarantees Notes Co-Issuer).
 92




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##### Table of Contents



Principal,
    Maturity and Interest
  provided et
    seq. Code Additional Senior Secured Exchange Notes
    Additional
    Senior Secured Notes Issue Date 1 2 360-day 30-day
   93




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##### Table of Contents



Redemption
  Optional Redemption on or after October 15,
    2007. 12-month
  Year

Percentage2007


104.750%2008


102.375%2009 and thereafter


100.000%   Optional Redemption Upon Certain Equity
    Offerings. provided
  Regulatory Redemption.
  pro rata provided
  Mandatory Redemption.
  Subsidiary
    Guarantors
  Notes Co-Issuer,
 94




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Security
         95




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##### Table of Contents



Certain Bankruptcy Limitations. provided and/or
  non-U.S. citizens non-U.S. citizens,
  Intercreditor
    Agreement
  Intercreditor
    Agreement
 96




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##### Table of Contents



Repurchase
    Upon Change of Control
    Rule 14e-1
    
    accept for payment the Senior Secured Notes or portions of
    Senior Secured Notes tendered pursuant to the Change of Control
    offer;
    deposit with the paying agent an amount equal to the Change of
    Control payment in respect of all Senior Secured Notes or
    portions of Senior Secured Notes so tendered and not
    withdrawn; and
    deliver or cause to be delivered to the Senior Secured
    Notes Trustee the Senior Secured Notes so accepted,
    together with an Officers Certificate stating that the
    Senior Secured Notes or portions of Senior Secured Notes
    tendered to us are accepted for payment.  provided
 97




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##### Table of Contents



Certain
    Covenants
  Limitation on Restricted Payments.
          Restricted Payments
    pro forma
   98




---



##### Table of Contents



plus
  plus
  plus
            provided
     99




---



##### Table of Contents



provided
    provided pro forma
  provided pro forma
        Limitation on Incurrence of Indebtedness. incur provided pro forma pro forma
 100




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##### Table of Contents



Maximum Credit Facility Amount
      provided
        Refinance Refinancing Indebtedness provided out-of-pocket
  Restrictions on BHR Joint Venture.
           101




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##### Table of Contents



Limitation on Asset Sales.
    provided
  Excess Proceeds
    Offer provided
      Purchase Amount 270-day 30-day)
 102




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##### Table of Contents



Excess Proceeds Offer Period Excess Proceeds Payment Date pro rata
  Rule 14e-1.
    Limitation on Liens.
  Limitation on Restrictions on Subsidiary
    Dividends.
                  provided
     103




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##### Table of Contents



provided
  Merger, Consolidation or Sale of Substantially All
    Assets.
      pro forma
    pro forma
     104




---



##### Table of Contents



Limitation on Transactions with
    Affiliates.
  provided
  provided
                provided
  Restriction on Sale and Issuance of Subsidiary
    Stock.
 105




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##### Table of Contents



provided
  Rule 144A Information Requirement.
  Subsidiary Guarantors.
  
    execute and deliver to the Senior Secured Notes Trustee a
    supplemental Senior Secured Notes Indenture in form
    reasonably satisfactory to the Senior Secured
    Notes Trustee, pursuant to which such Restricted Subsidiary
    shall unconditionally guarantee all of the Senior Secured
    Notes Issuers Obligations under the Notes and the
    Senior Secured Notes Indenture on the terms set forth in
    such Indenture; and
    deliver to the Senior Secured Notes Trustee an opinion of
    counsel that such supplemental Senior Secured
    Notes Indenture has been duly authorized, executed and
    delivered by such Restricted Subsidiary and that the Senior
    Secured Notes Indenture constitutes a legal, valid, binding
    and enforceable obligation, of such Restricted Subsidiary, in
    each case subject to customary qualifications.  provided, however
  Additional Collateral.
  Restrictions on Activities of The Corporate Senior Secured
    Notes Co-Issuer. Notes Co-Issuer provided Notes Co-Issuer Notes Co-Issuer
  Limitation on Lines of Business.
  Reports.
 106




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Forms 10-Q 10-K Form 8-K
  Events of
    Default and Remedies
                         107




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##### Table of Contents



and/or
    No
    Personal Liability of Directors, Members, Managers, Officers,
    Employees and Stockholders
    Legal
    Defeasance and Covenant Defeasance
  Legal Defeasance
  
    the rights of Holders of outstanding Senior Secured Notes to
    receive payments in respect of the principal of, premium, if
    any, and interest on such Senior Secured Notes and Liquidated
    Damages, if any, when such payments are due from the trust
    referred to below;
    our obligations concerning issuing temporary Senior Secured
    Notes, registration of Senior Secured Notes, mutilated,
    destroyed, lost or stolen Senior Secured Notes and the
    maintenance of an office or agency for payment and money for
    security payments held in trust;
    the rights, powers, trusts, duties and immunities of the Senior
    Secured Notes Trustee, and our and the Subsidiary
    Guarantors obligations in connection therewith; and
    the Legal Defeasance provisions of the Senior Secured
    Notes Indenture.  Covenant
    Defeasance
   108




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Transfer
    and Exchange
      Amendment,
    Supplement and Waiver
   109




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
    cure any ambiguity, defect or inconsistency;
    provide for uncertificated Senior Secured Notes in addition to
    or in place of certificated Senior Secured Notes;
    provide for the assumption of our or the Subsidiary
    Guarantors obligations to Holders in the case of a merger
    or consolidation;
    make any change that would provide any additional rights or
    benefits to the Holders or that does not adversely affect the
    legal rights of any such Holder under the Senior Secured
    Notes Indenture or the Senior Secured Notes;
    release any Subsidiary Guarantee permitted to be released under
    the terms of the Senior Secured Notes Indenture;
    comply with requirements of the SEC in order to effect or
    maintain the qualification of the Senior Secured
    Notes Indenture under the Trust Indenture Act; or 110




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##### Table of Contents




    comply with the requirements of the Senior Secured
    Notes Trustee and the Depositary (including its nominees)
    with respect to transfers of beneficial interests in the Senior
    Secured Notes.  Concerning
    the Senior Secured Notes Trustee
  provided
    Certain
    Definitions
    Acquired Debt
  Affiliate
  Affiliate Transaction
  AMB Parking
  Applicable Capital Gain Tax Rate
  Applicable Income Tax Rate
 111




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##### Table of Contents



Appraised Value
  Asset Sale
  Bankruptcy Code 101-1330,
  BDI
  beneficial owner Rules 13d-3 13d-5
  Berthing Agreement
  BHR Attributed Debt
  BHR Joint Venture
  BHR Operating Agreement
  Capital Contribution
  Capital Lease Obligation
 112




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##### Table of Contents



Capital Stock
  Cash Equivalent A-2 P-2
  Casino
  Change of Control
      12-month
    Notes Co-Issuer,
  provided
 113




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Code
  Consolidated Cash Flow
      Regulation S-K
  provided
  Consolidated Interest Expense
  Consolidated Net Income provided
  Consolidated Net Worth
 114




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##### Table of Contents



Corporate Senior Secured
    Notes Co-Issuer
  Credit Facility
  Default
  Disqualified Capital Stock
  Equity Holder
  Equity Interests
  ERISA
  Event of Loss
  Excluded Assets Section 9-406, provided
 115




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##### Table of Contents



Excluded Person
  Expense Reimbursement Agreement Expense
    Reimbursements out-of-pocket
  FF&E
  FF&E Financing provided
  FF&E Lender
  Flow Through Entity Federal Flow Through Entity
  gaap
  GAAP
  Gaming Authorities
  Gaming Law
  Gaming Licenses
 116




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GNC Land
  Government Securities provided
  Governmental Authority
  guaranty guarantee,
  Hedging Obligations
  Holder
  Indebtedness provided provided
 117




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Industrial Revenue Bond Obligations (MBFC
  Interest Coverage Ratio pro forma pro forma pro
    forma Regulation S-X provided pro forma
  Investments
  Issue Date
  Legal Holiday
  Lien
  Liquor Authorities
 118




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##### Table of Contents



Liquor Laws
  Majestic Investor
  Majestic Investor Holdings
  Majestic Star Casino Vessel
  Majestic Star Casino Vessel II
  Management Agreement Management Distributions Revenue-Based Management Distributions Cash Flow-Based Management Distributions provided
  Managers
  Maximum Credit Facility Amount
  Members
  Net Cash Proceeds
  Net Income
  Net Proceeds
  out-of-pocket
 119




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##### Table of Contents



Obligation
  Officers Certificate Notes Co-Issuer,
  Operating Agreement
  Opinion of Counsel
  Permitted Investments
                         120




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##### Table of Contents



provided
  Permitted Liens
            provided
    provided pari passu pari passu
  provided
  provided
 121




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##### Table of Contents



Permitted Tax Distributions
    i.e.,
  i.e.,
    provided
   122




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##### Table of Contents



Unreimbursed Tax Distribution
    Amount
    Permitted Vessel Relocation provided
  Person
  Preferred Ship Mortgages
  Pre-Opening Expenses start-up SOP 98-5.
  Purchase Money Obligations
 123




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##### Table of Contents



provided
  Qualified Capital Stock
  Qualified Equity Offering Form S-8
  Related Business
  Required Regulatory Redemption
  Restricted Investment
  Restricted Subsidiary
  Return from Unrestricted Subsidiaries
  Security Agreement
  Security Documents
  Senior Secured Notes Issuers Notes Co-Issuer
  subsidiary
 124




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##### Table of Contents



Subsidiary
  Subsidiary Guarantor
  Subsidiary Guarantee
  Tax Loss Benefit Amount provided
  Trademark Security Agreement
  transfer
  Tunica Vessel
  Name:

Fitzgeralds TunicaOfficial Number:

262757Type:

Barge   Undeveloped Land provided
  Unrestricted Subsidiary provided
 125




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##### Table of Contents



provided pro forma
  Upper Tier Equity Holder
  Voting Stock
  Weighted Average Life to Maturity
  Wholly Owned Subsidiary provided
  Registration
    Rights; Liquidated Damages
  Additional
    Senior Secured Notes Exchange Offer Registration
    Statement, Additional
    Senior Secured Notes Exchange Offer
 126




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##### Table of Contents



Additional Senior Secured Exchange
    Notes
            Registrable Securities
  Applicable Period
         127




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Additional Senior Secured Notes Shelf
    Notice Additional Senior Secured
    Notes Shelf Registration Statement
                     128




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##### Table of Contents



Registration Default Registration Default Period Liquidated Damages 90-day
     129




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##### Table of Contents



DESCRIPTION
    OF THE REGISTERED SENIOR NOTES  Senior Notes Issuers, we,
    our us
  General
  Senior Notes Indenture Senior
    Notes Trustee Trust Indenture Act
      Notes Co-Issuer Notes Co-Issuer Notes Co-Issuer Notes Co-Issuer.
  Subsidiary
    Guarantees Notes Co-Issuer, Notes Co-Issuer)
    Principal,
    Maturity and Interest
   130




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3 4 360-day 30-day
  Redemption
  Optional Redemption on or after October 15,
    2008. 12-month
  Year

Percentage2008


104.875%2009


102.438%2010 and thereafter


100.000%   Optional Redemption Upon Certain Equity
    Offerings. provided
  Regulatory Redemption.
 131




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##### Table of Contents



pro rata provided
  Mandatory.
  Subsidiary
    Guarantors
  Notes Co-Issuer, Notes Co-Issuer).
      Repurchase
    Upon Change of Control
    Rule 14e-1
 132




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##### Table of Contents




    accept for payment the Senior Notes or portions of Senior Notes
    tendered pursuant to the Change of Control offer;
    deposit with the paying agent an amount equal to the Change of
    Control payment in respect of all Senior Notes or portions of
    Senior Notes so tendered and not withdrawn; and
    deliver or cause to be delivered to the Senior
    Notes Trustee the Senior Notes so accepted, together with
    an Officers Certificate stating that the Senior Notes or
    portions of Senior Notes tendered to us are accepted for payment.  provided
          Certain
    Covenants
  Limitation on Restricted Payments.
      Subordinated Debt
 133




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##### Table of Contents



Restricted Payments
    pro forma
    plus
  plus
  plus
  provided
       134




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##### Table of Contents



provided
    provided, however
    provided pro forma
  provided pro forma
   135




---



##### Table of Contents



Limitation on Incurrence of Indebtedness. incur provided pro forma pro forma
          provided
         136




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##### Table of Contents



Refinance Refinancing
    Indebtedness provided out-of-pocket
  provided
  provided paid-in-kind
    Limitation on Asset Sales.
    provided
   137




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##### Table of Contents



Excess Proceeds Offer provided
      provided,
    however 12-month Purchase Amount 300-day provided, however 12-month
  Excess Proceeds Offer Period Excess Proceeds Payment Date pro
    rata
  Rule 14e-1.
    Limitation on Liens. pari passu
 138




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##### Table of Contents



Limitation on Restrictions on Subsidiary
    Dividends.
                  provided
        provided
  Merger, Consolidation or Sale of Substantially All
    Assets.
      pro forma
   139




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pro forma
      Limitation on Transactions with
    Affiliates.
  provided
  provided
       140




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##### Table of Contents



Restriction on Sale and Issuance of Subsidiary
    Stock. provided
  Rule 144A Information Requirement.
  Subsidiary Guarantors. Notes Co-Issuer, Notes Co-Issuer)
  
    execute and deliver to the Senior Notes Trustee a
    supplemental Senior Notes Indenture in form reasonably
    satisfactory to the Senior Notes Trustee, pursuant to which such
    Restricted Subsidiary shall unconditionally guarantee all of the
    Senior Notes Issuers Obligations under the Senior
    Notes and the Senior Notes Indenture on the terms set forth
    in the Senior Notes Indenture; and
    deliver to the Senior Notes Trustee an opinion of counsel
    that such supplemental Senior Notes Indenture has been duly
    authorized, executed and delivered by such Restricted Subsidiary
    and that the Senior Notes Indenture constitutes a legal, valid,
    binding and enforceable obligation, of such Restricted
    Subsidiary, in each case subject to customary qualifications.  provided, however
  Restrictions on Activities of the Corporate Senior
    Notes Co-Issuer. Notes Co-Issuer provided Notes Co-Issuer Notes Co-Issuer
  Limitation on Lines of Business.
 141




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##### Table of Contents



Reports. Forms 10-Q 10-K Form 8-K
  Events of
    Default and Remedies
                       142




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##### Table of Contents



and/or
    No
    Personal Liability of Directors, Members, Managers, Officers,
    Employees and Stockholders
    Legal
    Defeasance and Covenant Defeasance
  Legal Defeasance
  
    the rights of Holders of outstanding Senior Notes to receive
    payments in respect of the principal of, premium, if any, and
    interest on such Senior Notes and Liquidated Damages, if any,
    when such payments are due from the trust referred to below;
    our obligations concerning issuing temporary Senior Notes,
    registration of Senior Notes, mutilated, destroyed, lost or
    stolen Senior Notes and the maintenance of an office or agency
    for payment and money for security payments held in trust;
    the rights, powers, trusts, duties and immunities of the Senior
    Notes Trustee, and our and the Subsidiary Guarantors
    obligations in connection therewith; and
    the Legal Defeasance provisions of the Senior
    Notes Indenture.  Covenant
    Defeasance
 143




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##### Table of Contents



In order
    to exercise either Legal Defeasance or Covenant
    Defeasance,
                Transfer
    and Exchange
      Amendment,
    Supplement and Waiver
   144




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##### Table of Contents




    cure any ambiguity, defect or inconsistency;
    provide for uncertificated Senior Notes in addition to or in
    place of certificated Senior Notes;
    provide for the assumption of our or the Subsidiary
    Guarantors obligations to Holders in the case of a merger
    or consolidation;
    make any change that would provide any additional rights or
    benefits to the Holders or that does not adversely affect the
    legal rights of any such Holder under the Senior
    Notes Indenture or the Senior Notes;
    release any Subsidiary Guarantee permitted to be released under
    the terms of the Senior Notes Indenture;
    comply with requirements of the SEC in order to effect or
    maintain the qualification of the Senior Notes Indenture
    under the Trust Indenture Act; or
    comply with the requirements of the Senior Notes Trustee
    and the Depositary (including its nominees) with respect to
    transfers of beneficial interests in the Senior Notes.  Concerning
    the Senior Notes Trustee
  provided
 145




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Certain
    Definitions
    Acquired Debt
  Affiliate
  Affiliate Transaction
  Applicable Capital Gain Tax Rate
  Applicable Income Tax Rate
  Asset Sale
 146




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##### Table of Contents



Bankruptcy Code 101-1330,
  BDI
  beneficial owner Rules 13d-3 13d-5
  Capital Contribution
  Capital Lease Obligation
  Capital Stock
  Cash Equivalent A-2 P-2
  Casino
  Change of Control
      12-month
 147




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##### Table of Contents



Notes Co-Issuer.
  Code
  Consolidated Cash Flow
      Regulation S-K
  provided
  Consolidated Interest Expense
  Consolidated Net Income provided
 148




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##### Table of Contents



Consolidated Net Worth
  Corporate Senior
    Notes Co-Issuer
  Corporate Senior Secured
    Notes Co-Issuer
  Credit Facility
  Default
  Discount Notes 1 2
  Discount Notes Issuers
  Disqualified Capital Stock
  Equity Holder
  Equity Interests
 149




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ERISA
  Event of Loss
  Excluded Person
  Expense Reimbursement Agreement Expense
    Reimbursements out-of-pocket
  FF&E
  FF&E Financing provided
  FF&E Lender
  Flow Through Entity Federal Flow Through Entity
  GAAP
  Gaming Authorities
 150




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##### Table of Contents



Gaming Law
  Gaming Licenses
  GNC Land
  Government Securities provided
  Governmental Authority
  guaranty guarantee,
  Hedging Obligations
  Holdco
  Holder
  Indebtedness provided
 151




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##### Table of Contents



provided
  Industrial Revenue Bond Obligations (MBFC
  Interest Coverage Ratio pro forma pro forma pro
    forma Regulation S-X provided pro forma
  Investments
  Issue Date
  Legal Holiday
  Lien
 152




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##### Table of Contents



Majestic
  Majestic Investor
  Majestic Star Casino Vessel
  Management Agreement Management Distributions Revenue-Based Management Distributions Cash Flow-Based Management Distributions provided
  Managers
  Members
  Net Cash Proceeds
  Net Income
  Net Proceeds
  out-of-pocket
     153




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##### Table of Contents



Obligation
  Officers Certificate Notes Co-Issuer,
  Operating Agreement
  Opinion of Counsel
  Permitted Contribution pro forma
  Permitted Entity
  Permitted Investments
                 154




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##### Table of Contents



provided
  provided
  Permitted Liens
            provided
 155




---



##### Table of Contents



provided
  provided
  provided
                    Permitted Tax Distributions
   156




---



##### Table of Contents



i.e.,
  i.e.,
    provided
    Unreimbursed Tax Distribution
    Amount
   157




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##### Table of Contents



Person
  Pre-Opening Expenses start-up SOP 98-5.
  Purchase Money Obligations provided
  Qualified Capital Stock
  Qualified Equity Offering Form S-8
  Related Business
  Required Regulatory Redemption
  Restricted Investment
  Restricted Subsidiary
  Return from Unrestricted Subsidiaries
  Senior Notes Issuers Notes Co-Issuer
  Senior Secured Notes 1 2 Notes Co-Issuer 1 2
 158




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##### Table of Contents



Senior Secured Notes Indenture Notes Co-Issuer,
  subsidiary
  Subsidiary
  Subsidiary Guarantor
  Subsidiary Guarantee
  Tax Loss Benefit Amount provided
  transfer
  Undeveloped Land provided
  Unrestricted Subsidiary provided
 159




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##### Table of Contents



provided pro forma
  Upper Tier Equity Holder
  Voting Stock
  Weighted Average Life to Maturity
  Wholly Owned Subsidiary provided
  Registration
    Rights; Liquidated Damages
   160




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Registrable Securities
               161




---



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Senior Notes Shelf Notice Senior Notes Shelf Registration
    Statement
                    Registration
    Default Registration
    Default Period Liquidated
    Damages 90-day
 162




---



##### Table of Contents



Senior Notes
 163




---



##### Table of Contents



BOOK-ENTRY;
    DELIVERY AND FORM            non-U.S. purchasers
  The
    Global Notes
     164




---



##### Table of Contents



Certificated
    Securities
   165




---



##### Table of Contents



Same Day
    Settlement and Payment
   166




---



##### Table of Contents



GOVERNMENT
    REGULATION AND LICENSING  General
    Indiana
    Gaming Regulation
               167




---



##### Table of Contents



Mississippi
    Gaming Regulation
  and/or
      24-hour
     168




---



##### Table of Contents




    pays to the unsuitable person any dividend, interest, or any
    distribution whatsoever;
    recognizes any voting right by the unsuitable person in
    connection with those securities;
    pays the unsuitable person remuneration in any form; or
    makes any payment to the unsuitable person by way of principal,
    redemption, conversion, exchange, liquidation, or similar
    transaction.     169




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##### Table of Contents



out-of-state
      
    a percentage of the gross gaming revenues received by the casino
    operation;
    the number of gaming devices operated by the casino; or
    the number of table games operated by the casino.    24-hour
  Colorado
    Gaming Regulation
   170




---



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171




---



##### Table of Contents



Treasury
    Department Regulations
      Compliance
    with Other Laws and Regulations
     172




---



##### Table of Contents



173




---



##### Table of Contents



UNITED
    STATES FEDERAL INCOME TAX CONSIDERATIONS        mark-to-market
  Tax
    Consequences of Exchange of Unregistered Notes for Registered
    Notes
    
    holders will not recognize taxable gain or loss as a result of
    exchanging their unregistered notes for registered notes;
    the holding period for a registered note received will include
    the holding period of the unregistered note exchanged
    therefor; and
    the adjusted tax basis of a registered note received will be the
    same as the adjusted tax basis of the unregistered note
    exchanged therefor immediately before such exchange. 174




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##### Table of Contents



U.S. Holders
    
    an individual who is a citizen or resident of the U.S.;
    a corporation or other entity taxable for U.S. federal
    income tax purposes as a corporation created or organized in or
    under the laws of the U.S., any state thereof or the District of
    Columbia;
    an estate the income of which is subject to U.S. federal
    income taxation regardless of its source; or
    a trust if a court within the U.S. is able to exercise primary
    supervision over the administration of the trust and one or more
    U.S. persons have the authority to control all substantial
    decisions of the trust.  Interest
    on Notes
    Redemptions
    and Repurchases
      Sale
    or Other Taxable Disposition of Notes
   175




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##### Table of Contents



Information
    Reporting and Backup Withholding
    
    fails to furnish its social security or other taxpayer
    identification number within a reasonable time after a request
    for such information;
    furnishes an incorrect taxpayer identification number or fails
    to report interest properly; or
    fails, under certain circumstances, to provide a certified
    statement, signed under penalty of perjury, that the taxpayer
    identification number provided is its correct number and that
    the U.S. Holder is not subject to backup withholding.      Non-U.S. Holders
  Non-U.S. Holder).
  Taxation
    of Interest
  Non-U.S. Holder Form W-8BEN, Non-U.S. Holder Non-U.S. Non-U.S. Holder
  
    an actual or constructive owner of 10% or more of the total
    combined voting power of all our voting stock; or
    a controlled foreign corporation related, directly or
    indirectly, to us through stock ownership.  Non-U.S. partnerships Non-U.S. trusts
  Non-U.S. Holder Non-U.S. Holder
  Non-U.S. Holder Form W-8ECI), Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder
 176




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##### Table of Contents



Non-U.S. Holders
  Sale
    or Other Taxable Disposition of Notes
  Non-U.S. Holder
  
    such gain is effectively connected with the conduct by such
    Non-U.S. Holder
    of a trade or business within the U.S.;
    the
    Non-U.S. Holder
    is an individual who is present in the U.S. for 183 days or
    more in the taxable year of the disposition and certain other
    conditions are satisfied; or
    the
    Non-U.S. Holder
    is subject to tax under provisions of the Internal Revenue Code
    applicable to certain U.S. expatriates, including certain
    former citizens or residents of the U.S.  Non-U.S. Holder
  Information
    Reporting and Backup Withholding
  Non-U.S. Holder Form 1042-S
  Non-U.S. Holder
  
    is a U.S. person,
    is a foreign person that derives 50% or more of its gross income
    for certain periods from the conduct of a trade or business in
    the United States,
    is a controlled foreign corporation for United States federal
    income tax purposes, or
    is a foreign partnership that, at any time during its taxable
    year, has 50% or more of its income or capital interests owned
    by U.S. persons or is engaged in the conduct of a United States
    trade or business.  Non-U.S. Holder
  Non-U.S. Holders
 177




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##### Table of Contents



PLAN OF
    DISTRIBUTION      
    in the
    over-the-counter
    market;
    in negotiated transactions;
    through the writing of options on the senior secured notes or
    registered senior notes; or
    through a combination of the above methods of resale,  and/or
      
    makes any statement in this prospectus untrue in any material
    respect;
    requires the making of any changes in this prospectus to make
    the statements in this prospectus not misleading; or 178




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
    may impose upon us disclosure obligations that may have a
    material effect on us,   LEGAL
    MATTERS   EXPERTS         179




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
  INDEX OF CONSOLIDATED FINANCIAL STATEMENTS
  PageThe Majestic Star Casino, LLC
    and SubsidiariesCondensed
    Consolidated Balance Sheets as of March 31, 2006 and
    December 31, 2005 (unaudited)


F-2Condensed
    Consolidated Statements of Operations for the three months ended
    March 31, 2006 and 2005 (unaudited)


F-3Condensed
    Consolidated Statements of Changes in Members Deficit for
    the three months ended March 31, 2006 and the year ended
    December 31, 2005 (unaudited)


F-4Condensed
    Consolidated Statements of Cash Flows for the three months ended
    March 31, 2006 and 2005 (unaudited)


F-5Notes to the
    Condensed Consolidated Financial Statements
    (unaudited)


F-6Report of
    Independent Registered Public Accounting
    FirmErnst & Young LLP


F-28Report of
    Independent Registered Public Accounting
    FirmPricewaterhouseCoopers LLP


F-29Consolidated
    Balance Sheets as of December 31, 2005 and 2004


F-30Consolidated
    Statements of Operations for the years ended December 31,
    2005, 2004 and 2003


F-31Consolidated
    Statements of Changes in Members Deficit for the years
    ended December 31, 2005, 2004 and 2003


F-32Consolidated
    Statements of Cash Flows for the years ended December 31,
    2005, 2004 and 2003


F-33Notes to
    Consolidated Financial Statements


F-34Schedule II-
    Valuation and Qualifying Accounts


F-72Trump Indiana, Inc.Report of
    Independent Auditors


F-73Balance Sheets as
    of December 31, 2004 and 2003


F-74Statements of
    Operations for the years ended December 31, 2004, 2003 and
    2002


F-75Statements of
    Capital for the years ended December 31, 2004, 2003 and
    2002


F-76Statements of Cash
    Flows for the years ended December 31, 2004, 2003 and
    2002


F-77Notes to Financial
    Statements


F-78Supplemental Schedule of Debtors
    in Possession Consolidated Statement of Operations for the
    period from November 21, 2004 to December 31, 2004


F-97Supplemental Schedule of Debtors
    in Possession Consolidated Statement of Cash Flows for the
    period from November 21, 2004 to December 31, 2004


F-98Buffington Harbor Riverboats,
    LLCReport of Independent Auditors


F-99Balance Sheets at
    December 31, 2004 and 2003


F-100Statements of Operations of the
    years ended December 31, 2004, 2003 and 2002


F-101Statements of Members
    Capital for the years ended December 31, 2004, 2003 and 2002


F-102Statements of Cash Flows for the
    years ended December 31, 2004, 2003 and 2002


F-103Notes to Financial Statements


F-104  F-1




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
  CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
  March 31,


December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
24,496,619


$
32,368,249Restricted cash


3,326,881



3,190,000Accounts receivable, less
    allowance for doubtful accounts of $736,008 and $668,575 as of
    March 31, 2006, and December 31, 2005, respectively


4,209,636



4,599,414Inventories


793,135



787,881Prepaid expenses and deposits


8,337,753



2,433,601Receivable from affiliate


305,319



169,011Other current assets


38,450



137,914Total current assets


41,507,793



43,686,070Property, equipment and
    improvements, net


273,892,396



278,132,483Intangible assets, net


127,989,878



128,854,668Goodwill


48,075,479



47,250,794Other assets:Deferred financing costs, net of
    accumulated amortization of $3,293,443 and $2,529,369 as of
    March 31, 2006, and December 31, 2005, respectively


14,823,594



15,263,897Deferred financing costs, pushed
    down from Majestic Holdco, net of accumulated amortization of
    $142,965 and $19,519 as of March 31, 2006, and
    December 31, 2005, respectively


2,798,046



2,804,227Other assets


2,148,972



1,966,693Total other assets


19,770,612



20,034,817Total assets

$
511,236,158


$
517,958,832LIABILITIES AND MEMBERS
    DEFICITCurrent liabilities:Accounts payable

$
2,890,858


$
3,559,207Short-term note payable






984,590Current portion of long-term debt


167,820



174,447Accrued liabilities:Payroll and related


10,883,441



9,266,247Interest


18,717,566



7,216,379Property and franchise taxes


7,572,143



8,415,639Other accrued liabilities


13,957,734



16,456,976Total current liabilities


54,189,562



46,073,485Long-term debt, net of current
    maturities


528,841,387



547,403,183Long-term debt pushed down from
    Majestic Holdco, net of discount of $16,833,051 as of
    March 31, 2006, and $18,203,665 as of December 31,
    2005, respectively


46,666,949



45,296,335Total liabilities


629,697,898



638,773,003Members deficit


(118,461,740
)


(120,814,171
)Total liabilities and
    members deficit

$
511,236,158


$
517,958,832    F-2




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
 CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)  For the Three Months EndedMarch 31,2006


2005Operating Revenues:Casino

$
103,885,491


$
71,082,647Rooms


2,764,392



1,794,104Food and beverage


4,355,076



3,510,376Other


1,748,010



1,057,730Gross revenues


112,752,969



77,444,857Less promotional allowances


12,834,835



10,589,797Net operating revenues


99,918,134



66,855,060Operating Costs and
    Expenses:Casino


22,930,677



17,292,879Rooms


1,184,204



383,945Food and beverage


2,116,372



1,501,341Other


258,065



259,478Gaming taxes


24,423,328



15,298,189Advertising and promotion


4,150,145



3,493,500General and administrative


15,028,535



10,406,497Corporate expense


1,817,704



1,197,070Economic incentive taxCity
    of Gary


1,806,989



1,163,362Depreciation and amortization


7,772,749



4,635,935Loss on investment in Buffington
    Harbor Riverboats, LLC






605,698(Gain) loss on disposal of assets


(14,990
)


140Total operating costs and expenses


81,473,778



56,238,034Operating income


18,444,356



10,617,026Other Income
    (Expense):Interest income


136,067



12,202Interest expense


(13,313,889
)


(7,236,375
)Interest expensedebt pushed
    down from Majestic Holdco


(1,494,358
)


Other non-operating expense


(27,248
)


(36,954
)Total other expense


(14,699,428
)


(7,261,127
)Net income

$
3,744,928


$
3,355,899    F-3




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
    MEMBERS DEFICIT
 For the Three Months Ended March 31, 2006 and the
    Year Ended December 31, 2005
 (Unaudited)
  Members DeficitBalance, December 31,
    2004

$
(102,399,523
)Net loss


(5,301,690
)Contribution of Deficit in BHPA
    from Affiliate


(6,351,134
)Distributions to Barden
    Development, Inc.


(6,761,824
)Balance, December 31,
    2005


(120,814,171
)Net income


3,744,928Distribution to Barden
    Development, Inc.


(1,392,497
)Balance, March 31,
    2006

$
(118,461,740
)    F-4




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
  For the Three MonthsEnded March 31,2006


2005Cash Flows from Operating
    Activities:Net income

$
3,744,928


$
3,355,899Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation


6,907,959



4,076,951Amortization


864,790



558,984Amortization of deferred financing
    costs


784,899



Amortization of bond discount on
    121/2% senior
    discount notes and deferred financing costs pushed down from
    Majestic Holdco


1,494,358



Loss on investment in Buffington
    Harbor Riverboats, LLC






605,698Loss (gain) on disposal of assets


(14,990
)


140Changes in operating assets and
    liabilities, net of effects of acquisition:Accounts receivable, net


389,778



(13,886
)Related party payables


(181,130
)


Inventories


(5,254
)


39,590Prepaid expenses and deposits


(5,904,150
)


(1,601,993
)Other assets


(82,815
)


(581,309
)Accounts payable


223,032



127,665Accrued payroll and other expenses


1,172,896



539,812Accrued interest


11,501,772



6,633,766Other accrued liabilities


(4,514,800
)


599,736Net cash provided by operating
    activities


16,381,273



14,341,053Cash Flows from Investing
    Activities:Increase in restricted cash


(136,881
)


Acquisition of property and
    equipment


(3,161,899
)


(3,147,585
)Additional acquisition costs
    related to Trump Indiana acquisition


188,795



Decrease in prepaid leases and
    deposits






2,000Proceeds from disposal of equipment


168,874



Net cash used in investing
    activities


(2,941,111
)


(3,145,585
)Cash Flows from Financing
    Activities:Issuance costs for the
    91/2% senior
    secured notes


(48,239
)


Issuance costs for the
    93/4% senior
    notes


(241,463
)


Issuance costs for
    121/2% senior
    discounted notes pushed down from Majestic Holdco


(76,580
)


Proceeds from line of credit


1,269,560



3,000,000Repayment of line of credit


(19,800,000
)


(8,000,000
)Advances to affiliatesnet






(2,871,634
)Repayment of debt


(1,022,573
)


Distributions to Barden
    Development, Inc.


(1,392,497
)


(1,153,493
)Net cash used in financing
    activities


(21,311,792
)


(9,025,127
)Net (decrease) increase in cash and
    cash equivalents


(7,871,630
)


2,170,341Cash and cash equivalents,
    beginning of period


32,368,249



16,721,729Cash and cash equivalents, end of
    period

$
24,496,619


$
18,892,070Supplemental disclosure of cash
    flow information and non-cash investing and financing
    activities:Interest Paid:Line of credit

$
1,164,709


$
602,610City of Black Hawknote payable


15,410



Other


6,131



Total

$
1,186,250


$
602,610Non-Cash Investing and Financing
    Activities:Capital assets acquired from
    incurring accounts payable and accrued liabilities

$
240,048


$
989,493Deferred financing and transaction
    costs related to the Trump acquisition included in accrued
    liabilities


129,058



Severance costs included in
    goodwill and accrued payroll


444,298



Total

$
813,404


$
989,493    F-5




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS (Unaudited)
  Note 1.
    Organization 
       
    A casino-hotel located in Tunica County, Mississippi
    (Fitzgeralds Tunica).  
    A casino located in Black Hawk, Colorado (Fitzgeralds
    Black Hawk). On July 12, 2004, the Company entered
    into an agreement to sell substantially all of the net assets of
    Fitzgeralds Black Hawk, which sale was subsequently terminated
    as of April 14, 2005. The financial information for
    Fitzgeralds Black Hawk has been presented as continuing
    operations for all periods presented in the accompanying
    statements of operations. See Note 2Basis of
    Presentation.    
    The Majestic Star Casino Capital Corp.
    (MSCC) is a co-obligor with the Company for the
    $300.0 million 9
    1/2% senior
    secured notes (the Senior Secured Notes) due 2010.
    MSCC has no assets or operations. See Note 8Long Term
    Debt.  
    Majestic Star Casino Capital Corp. II
    (MSCC II) is a co-obligor with the Company for
    the $200.0 million
    93/4% senior
    notes (the Senior Notes) due 2011. MSCC II has
    no assets or operations. See Note 8Long Term Debt.      Note 2.
    Basis of
    Presentation 
  F-6




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 2.
    Basis of
    Presentation(continued)  Form 10-Q Regulation S-X.
  Form 10-K
  Push Down of Discount Notes From Majestic
    Holdco
  Terminated Sale of Fitzgeralds Black Hawk
  Purchase of Trump Indiana, Inc.
 F-7




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  
 Note 2.
    Basis of
    Presentation(continued)   Promotional Allowances
  For the Three Months Ended
    March 31,2006


2005Rooms

$
588,356


$
608,693Food and Beverage


2,569,654



2,249,667Other


116,866



112,800Total

$
3,274,876


$
2,971,160     For the Three Months Ended
    March 31,2006


2005Cash based promotional activities

$
6,162,999


$
5,266,399Slot club and other


1,795,855



1,295,040Retail cost of rooms, food,
    beverage and other


4,875,981



4,028,358Total

$
12,834,835


$
10,589,797    Note 3.
    Recently
    Issued Accounting Pronouncements 
   
    Financial Accounting Standards No. 151, Inventory
    Costs-an amendment of ARB No. 43, Chapter 4
    (SFAS 151). SFAS 151 amends ARB
    No. 43, Chapter 4, Inventory Pricing, to
    clarify the accounting for abnormal amounts of idle facility
    expense, freight, handling costs, and wasted material
    (spoilage). SFAS 151 is effective for financial statements
    for fiscal years beginning after June 15, 2005. The Company
    adopted SFAS 151 without any material impact on the
    Companys financial position, results of operations or cash
    flows.
    Financial Accounting Standards No 154, Accounting Changes
    and Error Correctionsa replacement of APB No. 20 and
    FASB Statement No. 3 (SFAS 154).
    SFAS 154 replaces APB No. 20, Accounting
    Changes, and FASB Statement No. 3, Reporting
    Accounting Changes in Interim Financial Statement, and
    changes the requirements for the accounting for and reporting of
    a change in accounting principle. SFAS 154 is effective for
    accounting changes and corrections of errors made in fiscal
    years beginning after December 15, 2005. The Company
    adopted SFAS 154 without any material impact on the
    Companys financial position, results of operations or cash
    flows. F-8




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 4.
    Trump
    Indiana Acquisition 
         Goodwill as of December 31,
    2005

$
41,328,396Severance payments


1,127,063Other


(302,378
)Goodwill as of March 31, 2006

$
42,153,081       Note 5.
    Restricted
    Cash 
  F-9




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 5.
    Restricted
    Cash (continued)          Note 6.
    Intangible
    Assets 
   Gross Carrying


Accumulated


Net Amount


ExpectedAs of March 31,
    2006

Amount


Amortization


March 31, 2006


Life(In thousands)Intangible assets:Customer relationship

$
24,540


$
(4,817
)

$
19,723



8 yrsTrade name


3,450



(1,490
)


1,960



10 yrsGaming license


105,700







105,700



indefiniteRiverboat excursion license


700



(93
)


607



15 yrsTotal intangible assets

$
134,390


$
(6,400
)

$
127,990   Gross Carrying


Accumulated


Net Amount


ExpectedAs of December 31,
    2005

Amount


Amortization


December 31, 2005


Life(In thousands)Intangible assets:Customer relationship

$
24,540


$
(4,050
)

$
20,490



8 yrsTrade name


3,450



(1,403
)


2,047



10 yrsGaming license


105,700







105,700



indefiniteRiverboat excursion license


700



(82
)


618



15 yrsTotal intangible assets

$
134,390


$
(5,535
)

$
128,855    F-10




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 6.
    Intangible
    Assets (continued)        Note 7.
    Investment
    in Buffington Harbor Riverboats, L.L.C. 
        F-11




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 7.
    Investment
    in Buffington Harbor Riverboats,
    L.L.C. (continued)     For theThree Months EndedMarch 31, 2005Statement of
    OperationsGross revenues

$
3,048,670Operating loss

$
(1,211,340
)Net loss

$
(1,211,398
)   BHR Sales
    and Use Tax Assessments
  1998-2001 Tax Years.
    1999-2001
  2002-2004 Tax Years. retail cost
 F-12




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 7.
    Investment
    in Buffington Harbor Riverboats,
    L.L.C. (continued)    Note 8.
    Long-Term
    Debt 
 March 31,


December 31,2006


2005Long-term debt outstanding is as
    follows:$300,000,000 of
    91/2% senior
    secured notes

$
300,000,000


$
300,000,000$200,000,000 of
    93/4% senior
    notes


200,000,000



200,000,000$80,000,000 senior secured credit
    facility


28,681,906



47,212,346Capitalized leases and other debt


327,301



365,284Total long-term debt


529,009,207



547,577,630Less current maturities


167,820



174,447Total long-term debt, net of
    current maturities

$
528,841,387


$
547,403,183   Debt
    Offerings and Related Transactions
  1 2 3 4 1 2
  1 2
 F-13




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 8.
    Long-Term
    Debt (continued)    Senior
    Secured Notes
        Senior
    Notes
       F-14




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 8.
    Long-Term
    Debt (continued)   Senior
    Secured Credit Facility
    Form 10-K
  Other
    Debt
    Discount
    Notes
   F-15




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 8.
    Long-Term
    Debt (continued)   Intercreditor
    Agreement
      Note 9.
    Commitments
    and Contingencies 
 Short-Term
    Note Payable
    Legal
    Proceedings
  Form 10-K Form 10-K
  Tax
    Matters
  Majestic Star Income Tax Protest.
 F-16




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 9.
    Commitments
    and Contingencies (continued)      Majestic Star Sales and Use Tax
    Assessments.
         F-17




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 9.
    Commitments
    and Contingencies (continued)   Gaming
    Regulations
    and/or
    Note 10.
    Related
    Party Transactions 
 Transactions
    by or with Affiliates
  Pushdown of Majestic Holdco Discount
    Notes.
  Manager Agreement.
 F-18




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 10.
    Related
    Party Transactions (continued)     BHPA Contribution.
  BHPA Rent Expense.
  Barden Nevada Expense Sharing Agreement.
  Barden Nevada Revolving Promissory Note.
  Note 11.
    Segment
    Information 
     Form 10-K
 F-19




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 11.
    Segment
    Information (continued)     For theThree Months EndedMarch 31,2006


2005(In thousands)Net revenues:Majestic Star

$
35,108


$
36,176Majestic Star Casino II


34,284



Buffington Harbor Riverboats


119



Buffington Harbor Parking
    Associates






Total Majestic Properties


69,511



36,176Fitzgeralds Tunica


21,733



21,516Fitzgeralds Black Hawk


8,674



9,163Total

$
99,918


$
66,855Operating income (loss):Majestic Star

$
9,248


$
5,628Majestic Star Casino II


9,519



Buffington Harbor Riverboats


(3,541
)


Buffington Harbor Parking
    Associates


(361
)


Total Majestic Properties


14,865



5,628Fitzgeralds Tunica


3,679



3,305Fitzgeralds Black Hawk


1,742



2,971Corporate(1)


(1,842
)


(1,217
)Majestic Investor Holdings(2)






(70
)Total

$
18,444


$
10,617Segment depreciation and
    amortization:Majestic Star

$
1,871


$
2,071Majestic Star Casino II


2,092



Buffington Harbor Riverboats


920



Buffington Harbor Parking Associate


144



Total Majestic Properties


5,027



2,071Fitzgeralds Tunica


2,146



2,476Fitzgeralds Black Hawk


576



Corporate(1)


24



20Majestic Investor Holdings(2)






69Total

$
7,773


$
4,636Expenditure for additions to
    long-lived assets:Majestic Star

$
2,077


$
891Majestic Star Casino II


76



Buffington Harbor Riverboats


13



Fitzgeralds Tunica


502



1,850Fitzgeralds Black Hawk


489



407Corporate(1)


5



Total

$
3,162


$
3,148   F-20




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 11.
    Segment
    Information (continued)  As of


As ofMarch 31,


December 31,2006


2005(In thousands)Segment assets:Majestic Star(3)

$
117,469


$
243,475Majestic Star Casino II


225,598



229,246Buffington Harbor Riverboats


53,015



53,751Buffington Harbor Parking
    Associates


22,002



21,592Fitzgeralds Tunica


73,704



75,406Fitzgeralds Black Hawk


37,338



31,688Corporate(3)


381,254



289,353Majestic Investor Holdings(2)






1,896Total


910.380



946,407Less: Intercompany


(399,144
)


(428,448
)Total

$
511,236


$
517,959GoodwillMajestic Star

$



$
Majestic Star Casino II


42,153



41,328Fitzgeralds Tunica


3,998



3,998Fitzgeralds Black Hawk


1,925



1,925Total

$
48,076


$
47,251     (1)
    Corporate expenses reflect payroll, benefits, travel and other
    costs associated with our corporate staff and are not allocated
    to the properties.(2)
    Majestic Investor Holdings was merged into the Company on
    March 22, 2006.(3)
    The combined assets of Majestic Star and Corporate include
    intercompany receivables from Majestic Star II, Fitzgeralds
    Tunica, BHR, BHPA, and Fitzgeralds Black Hawk totaling
    approximately $399.1 million at March 31, 2006. At
    December 31, 2005, the combined assets of Majestic Star
    include intercompany receivables from Investor Holdings,
    Fitzgeralds Tunica and Fitzgeralds Black Hawk of
    $428.4 million. Intercompany receivables are eliminated in
    consolidation.  Note 12.
    Supplemental
    Guarantor Financial Information 
    F-21




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##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 12.
    Supplemental
    Guarantor Financial
    Information  (continued)   CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of March 31, 2006
  The Majestic


The MajesticStar Casino,


Star Casino


Guarantor


Eliminating


TotalLLC


Capital Corp.


Subsidiaries


Entries


ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
11,036,241


$



$
13,460,378


$



$
24,496,619Restricted cash


2,166,881







1,160,000







3,326,881Accounts receivable, net


1,184,161







3,025,475







4,209,636Inventories


61,168







731,967







793,135Prepaid expenses and deposits


2,451,956







5,885,797







8,337,753Receivable from affiliate


642,988







4,537,110



(4,874,779
)(a)


305,319Investment in subsidiaries


89,927,510











(89,927,510
)(b)


Other current assets










38,450







38,450Total current assets


107,470,905







28,839,177



(94,802,289
)


41,507,793Property, equipment and
    improvements, net


75,137,621







198,754,775







273,892,396Intangible assets, net










127,989,878







127,989,878Goodwill










48,075,479







48,075,479Other assets:Deferred financing and transaction
    costs related to the acquisition of Trump Indiana


14,823,594















14,823,594Deferred financing and transaction
    costs pushed down from Majestic Holdco(1)


2,798,046















2,798,046Long term receivablerelated
    party


298,084,202







6,257,546



(304,341,748
)(a)


Other assets


408,421







1,740,551







2,148,972Total other assets


316,114,263







7,998,097



(304,341,748
)


19,770,612Total assets

$
498,722,789


$



$
411,657,406


$
(399,144,037
)

$
511,236,158LIABILITIES AND MEMBERS
    DEFICITCurrent liabilities:Accounts payable

$
1,031,594


$



$
1,859,264


$



$
2,890,858Current portion of long-term debt










167,820







167,820Payable to related party


4,537,061







337,718



(4,874,779
)(a)


Accrued liabilities:Payroll and related


3,841,853







7,041,588







10,883,441Interest


18,717,566















18,717,566Property and franchise taxes


3,146,894







4,425,249







7,572,143Other accrued liabilities


4,303,160







9,654,574







13,957,734Total current liabilities


35,578,128







23,486,213



(4,874,779
)


54,189,562Due to related parties


6,257,546







298,084,202



(304,341,748
)(a)


Long-term debt, net of current
    maturities


528,681,906



300,000,000



159,481



(300,000,000
)(c)


528,841,387Long-term debt pushed down from
    Majestic Holdco(2)


46,666,949















46,666,949Total liabilities


617,184,529



300,000,000



321,729,896



(609,216,527
)


629,697,898Members (deficit) equity


(118,461,740
)


(300,000,000
)


89,927,510



210,072,490
(b)(c)


(118,461,740
)Total liabilities and members
    (deficit) equity

$
498,722,789


$



$
411,657,406


$
(399,144,037
)

$
511,236,158     (a)
    
    To eliminate intercompany
    receivable and payables.(b)
    
    To eliminate intercompany accounts
    and investment in subsidiaries.(c)
    
    As more fully described in
    Note 8. Long-Term Debt, the Majestic Star Casino Capital
    Corp. is a co-obligor of the Senior Secured Notes issued by the
    Company. Accordingly, such indebtedness has been presented as an
    obligation of both the issuer and the co-obligor in the above
    balance sheets.(1)
    
    Reflects the pushdown of deferred
    financing costs related to the issuance of the Discount Notes of
    Majestic Holdco, net of amortization, pursuant to SEC Staff
    Accounting Bulletin Topic 5(J).(2)
    
    Reflects the pushdown of Majestic
    Holdcos Discount Notes pursuant to SEC Staff Accounting
    Bulletin Topic 5(J). F-22




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 12.
    Supplemental
    Guarantor Financial
    Information  (continued)   CONDENSED
    CONSOLIDATING BALANCE SHEET
    As of December 31, 2005
  The Majestic


The MajesticStar Casino,


Star Casino


Guarantor


Eliminating


TotalLLC


Capital Corp.


Subsidiaries


Entries


ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
7,085,458


$



$
25,282,791


$



$
32,368,249Restricted cash


900,000







2,290,000







3,190,000Accounts receivable, net


1,528,727







3,070,687







4,599,414Inventories


60,476







727,405







787,881Prepaid expenses and deposits


918,195







1,515,406







2,433,601Receivable from affiliate


9,851,352











(9,682,341
)(a)


169,011Other current assets










137,914







137,914Total current assets


20,344,208







33,024,203



(9,682,341
)


43,686,070Property, equipment and
    improvements, net


75,421,809







202,710,674







278,132,483Intangible assets, net










128,854,668







128,854,668Goodwill










47,250,794







47,250,794Other assets:Deferred financing and transaction
    cost related to the acquisition of Trump Indiana


15,263,897















15,263,897Deferred financing and transaction
    cost pushed down from Majestic Holdco(1)


2,804,227















2,804,227Long term receivablerelated
    party


418,765,178











(418,765,178
)(a)


Other assets


228,363







1,738,330







1,966,693Total other assets


437,061,665







1,738,330



(418,765,178
)


20,034,817Total assets

$
532,827,682


$



$
413,578,669


$
(428,447,519
)

$
517,958,832LIABILITIES AND MEMBERS
    DEFICITCurrent liabilities:Accounts payable

$
1,775,675


$



$
1,783,532


$



$
3,559,207Note payable










984,590







984,590Current portion of long-term debt










174,447







174,447Payable to related party


714,240







8,968,101



(9,682,341
)(a)


Accrued liabilities:Payroll and related


3,095,817







6,170,430







9,266,247Interest


7,215,793







586







7,216,379Property and franchise taxes


3,763,331







4,652,308







8,415,639Other accrued liabilities


5,465,515







10,991,461







16,456,976Total current liabilities


22,030,371







33,725,455



(9,682,341
)


46,073,485Investment in subsidiaries


23,381,935











(23,381,935
)(b)


Due to related parties


15,720,866







403,044,312



(418,765,178
)(a)


Long-term debt, net of current
    maturities


547,212,346



300,000,000



190,837



(300,000,000
)(c)


547,403,183Long-term debt pushed down from
    Majestic Holdco(2)


45,296,335















45,296,335Total liabilities


653,641,853



300,000,000



436,960,604



(751,829,454
)


638,773,003Members deficit


(120,814,171
)


(300,000,000
)


(23,381,935
)


323,381,935
(b)(c)


(120,814,171
)Total liabilities and members
    deficit

$
532,827,682


$



$
413,578,669


$
(428,447,519
)

$
517,958,832     (a)
    
    To eliminate intercompany receivable and payables.(b)
    
    To eliminate intercompany accounts and investment in
    subsidiaries.(c)
    
    As more fully described in Note 8, Long-Term Debt, the
    Majestic Star Casino Capital Corp. is a co-obligor of the Senior
    Secured Notes issued by the Company. Accordingly, such
    indebtedness has been presented as an obligation of both the
    issuer and the co-obligor in the above balance sheets.(1)
    
    Reflects the pushdown of deferred financing costs related to the
    issuance of the Discount Notes of Majestic Holdco, net of
    amortization, pursuant to SEC Staff Accounting
    Bulletin Topic 5(J).(2)
    
    Reflects the pushdown of Majestic Holdcos Discount Notes
    pursuant to SEC Staff Accounting Bulletin Topic 5(J). F-23




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 12.
    Supplemental
    Guarantor Financial
    Information  (continued)   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
 For the Three Months Ended March 31, 2006
  The Majestic


The MajesticStar Casino,


Star Casino


Guarantor


Eliminating


TotalLLC


Capital Corp.


Subsidiaries


Entries


ConsolidatedOperating Revenues:Casino

$
36,449,145


$



$
67,436,346


$



$
103,885,491Rooms










2,764,392







2,764,392Food and beverage


502,154







3,852,922







4,355,076Other


684,398







1,063,612







1,748,010Gross revenues


37,635,697







75,117,272







112,752,969Less promotional allowances


2,527,220







10,307,615







12,834,835Net operating revenues


35,108,477







64,809,657







99,918,134Operating Costs and
    Expenses:Casino


6,336,859







16,593,818







22,930,677Rooms










1,184,204







1,184,204Food and beverage


509,162







1,607,210







2,116,372Other


173







257,892







258,065Gaming taxes


10,401,865







14,021,463







24,423,328Advertising and promotion


1,385,138







2,765,007







4,150,145General and administrative


4,438,775







10,589,760







15,028,535Corporate expense


1,817,704















1,817,704Economic incentive taxCity of
    Gary


920,732







886,257







1,806,989Depreciation and amortization


1,894,304







5,878,445







7,772,749Gain on disposal of assets


(2,727
)






(12,263
)






(14,990
)Total operating costs and expenses


27,701,985







53,771,793







81,473,778Operating income


7,406,492







11,037,864







18,444,356Other Income
    (Expense):Interest income


74,620







61,447







136,067Interest expense


(13,451,786
)






137,897







(13,313,889
)Interest expensedebt pushed
    down from Majestic Holdco (1)(2)


(1,494,358
)














(1,494,358
)Other non-operating expense


(27,248
)














(27,248
)Equity in net income of subsidiaries


11,237,208











(11,237,208
)(a)


Total other expense


(3,661,564
)






199,344



(11,237,208
)


(14,699,428
)Net income

$
3,744,928


$



$
11,237,208


$
(11,237,208
)

$
3,744,928     (a)
    
    To eliminate equity in net income of subsidiaries.(1)
    
    Includes amortization of deferred financing costs related to the
    issuance of Majestic Holdcos Discount Notes pursuant to
    SEC Staff Accounting Bulletin Topic 5(J).(2)
    
    Includes interest expense on Majestic Holdcos Discount
    Notes pursuant to SEC Staff Accounting Bulletin Topic 5(J). F-24




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 12.
    Supplemental
    Guarantor Financial
    Information  (continued)   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Three Months Ended March 31, 2005
  The Majestic


The MajesticStar Casino,


Star Casino


Guarantor


Eliminating


TotalLLC


Capital Corp.


Subsidiaries


Entries(a)


ConsolidatedOperating Revenues:Casino

$
38,697,169


$



$
32,385,478


$



$
71,082,647Rooms










1,794,104







1,794,104Food and beverage


442,523







3,067,853







3,510,376Other


665,118







392,612







1,057,730Gross revenues


39,804,810







37,640,047







77,444,857Less promotional allowances


3,629,072







6,960,725







10,589,797Net operating revenues


36,175,738







30,679,322







66,855,060Operating Costs and
    Expenses:Casino


7,131,087







10,161,792







17,292,879Rooms










383,945







383,945Food and beverage


512,287







989,054







1,501,341Other










259,478







259,478Gaming taxes


11,070,263







4,227,926







15,298,189Advertising and promotion


1,724,678







1,768,822







3,493,500General and administrative


6,270,029







4,136,468







10,406,497Corporate expense


1,197,070















1,197,070Economic incentive taxCity
    of Gary


1,163,362















1,163,362Depreciation and amortization


2,090,447







2,545,488







4,635,935Loss on investment in Buffington
    Harbor Riverboats, LLC


605,698















605,698Loss on disposal of assets










140







140Total operating costs and expenses


31,764,921







24,473,113







56,238,034Operating income


4,410,817







6,206,209







10,617,026Other Income
    (Expense):Interest income


4,968







7,234







12,202Interest expense


(6,761,807
)






(474,568
)






(7,236,375
)Other non-operating expense


(36,954
)














(36,954
)Equity in net income of
    subsidiaries


5,738,875











(5,738,875
)


Total other expense


(1,054,918
)






(467,334
)


(5,738,875
)


(7,261,127
)Net income

$
3,355,899


$



$
5,738,875


$
(5,738,875
)

$
3,355,899     (a)
    
    To eliminate equity in net income of subsidiaries. F-25




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 12.
    Supplemental
    Guarantor Financial
    Information  (continued)   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Three Months Ended March 31, 2006
  The Majestic


The MajesticStar Casino,


Star Casino


Guarantor


Eliminating


TotalLLC


Capital Corp.


Subsidiaries


Entries


ConsolidatedNet Cash Provided by (Used in)
    Operating Activities:(1)

$
18,754,085


$



$
(2,372,812
)

$



$
16,381,273Cash Flows from Investing
    Activities:Increase in restricted cash


(16,881
)






(120,000
)






(136,881
)Additional acquisition costs
    related to Trump Indiana acquisition










188,795







188,795Acquisition of property and
    equipment


(2,081,598
)






(1,080,301
)






(3,161,899
)Merger of Majestic Investor
    Holdings into Majestic Star


600,328







(600,328
)






Proceeds from disposal of assets


134,068







34,806







168,874Net cash used in investing
    activities


(1,364,083
)






(1,577,028
)






(2,941,111
)Cash Flows from Financing
    Activities:Issuance costs for the
    91/2% senior
    secured notes


(48,239
)














(48,239
)Issuance costs for the
    93/4% senior
    notes


(241,463
)














(241,463
)Issuance costs for the
    121/2% senior
    discount notes pushed down from Majestic Holdco(2)


(76,580
)














(76,580
)Proceeds from line of credit


1,269,560















1,269,560Repayment of line of credit


(19,800,000
)














(19,800,000
)Repayment of debt










(1,022,573
)






(1,022,573
)Cash advances from (to) affiliates


6,850,000







(6,850,000
)






Distribution to Barden Development,
    Inc.


(1,392,497
)














(1,392,497
)Net cash used in financing
    activities


(13,439,219
)






(7,872,573
)






(21,311,792
)Net increase (decrease) in cash and
    cash equivalents


3,950,783







(11,822,413
)






(7,871,630
)Cash and cash equivalents,
    beginning of period


7,085,458







25,282,791







32,368,249Cash and cash equivalents, end of
    period

$
11,036,241


$



$
13,460,378


$



$
24,496,619     (1)
    
    Includes amortization of deferred financing costs of
    $0.1 million and interest expense of $1.4 million
    related to the pushdown of Majestic Holdcos Discount Notes
    pursuant to SEC Staff Accounting Bulletin Topic 5(J).(2)
    
    Reflects the pushdown of issuance costs of Majestic
    Holdcos Discount Notes pursuant to SEC Staff Accounting
    Bulletin Topic 5(J). F-26




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Note 12.
    Supplemental
    Guarantor Financial
    Information  (continued)   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Three Months Ended March 31, 2005
  The Majestic


The MajesticStar Casino,


Star Casino


Guarantor


Eliminating


TotalLLC


Capital Corp.


Subsidiaries


Entries


ConsolidatedNet Cash Provided by Operating
    Activities:

$
5,708,327


$



$
8,632,726


$



$
14,341,053Cash Flows from Investing
    Activities:Acquisition of property and
    equipment


(891,332
)






(2,256,253
)






(3,147,585
)Decrease in prepaid leases and
    deposits


2,000















2,000Net cash used in investing
    activities


(889,332
)






(2,256,253
)






(3,145,585
)Cash Flows from Financing
    Activities:Proceeds from line of credit


3,000,000















3,000,000Repayment of line of credit


(8,000,000
)














(8,000,000
)Advances to affiliatesnet


(2,871,634
)














(2,871,634
)Cash advances from (to) affiliates


5,600,000







(5,600,000
)






Distribution to Barden
    Development, Inc.


(1,153,493
)














(1,153,493
)Net cash used in financing
    activities


(3,425,127
)






(5,600,000
)






(9,025,127
)Net increase in cash and cash
    equivalents


1,393,868







776,473







2,170,341Cash and cash equivalents,
    beginning of period


8,433,545







8,288,184







16,721,729Cash and cash equivalents, end of
    period

$
9,827,413


$



$
9,064,657


$



$
18,892,070    F-27




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Ernst &
    Young LLP
      F-28




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM        PricewaterhouseCoopers
    LLP
       F-29




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
  CONSOLIDATED BALANCE SHEETS
  December 31,2005


2004ASSETSCurrent assets:Cash and cash equivalents

$
32,368,249


$
16,721,729Restricted cash


3,190,000



2,540,008Accounts receivable, less
    allowance for doubtful accounts of $668,575 and $631,240 as of
    December 31, 2005 and December 31, 2004, respectively


4,599,414



2,127,715Inventories


787,881



689,370Prepaid expenses and deposits


2,433,601



2,300,345Receivable from affiliate


169,011



715,216Other current assets


137,914



Total current assets


43,686,070



25,094,383Property, equipment and
    improvements, net


278,132,483



165,165,759Intangible assets, net


128,854,668



8,117,216Goodwill


47,250,794



5,922,398Other assets:Deferred financing costs, net of
    accumulated amortization of $2,529,369 and $1,767,700 as of
    December 31, 2005 and December 31, 2004, respectively


15,263,897



5,361,723Deferred financing costs, pushed
    down from Majestic Holdco, net of accumulated amortization of
    $19,519 as of December 31, 2005


2,804,227



Investment in Buffington Harbor
    Riverboats, LLC






27,432,270Other assets


1,966,693



9,282,715Total other assets


20,034,817



42,076,708Total assets

$
517,958,832


$
246,376,464LIABILITIES AND MEMBERS
    DEFICITCurrent liabilities:Accounts payable

$
3,559,207


$
1,938,112Short-term note payable


984,590



Current portion of long-term debt


174,447



Accrued liabilities:Payroll and related


9,266,247



6,602,764Interest


7,216,379



5,523,719Property and franchise taxes


8,415,639



5,574,172Other accrued liabilities


16,456,976



12,279,260Total current liabilities


46,073,485



31,918,027Long-term debt, net


547,403,183



316,857,960Long-term debt pushed down from
    Majestic Holdco, net of discount of $18,203,665 as of
    December 31, 2005


45,296,335



Total liabilities


638,773,003



348,775,987Members deficit


(120,814,171
)


(102,399,523
)Total liabilities and
    members deficit

$
517,958,832


$
246,376,464    F-30




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  For the Years Ended
    December 31,2005


2004


2003Operating Revenues:Casino

$
280,918,520


$
274,768,525


$
255,385,819Rooms


7,726,464



7,673,287



7,932,811Food and beverage


14,030,267



13,461,856



12,799,586Other


4,965,862



4,579,061



3,966,417Gross revenues


307,641,113



300,482,729



280,084,633Less promotional allowances


45,669,261



39,972,022



35,129,527Net operating revenues


261,971,852



260,510,707



244,955,106Operating Costs and
    Expenses:Casino


67,910,637



69,792,622



67,383,625Rooms


1,763,340



1,784,333



2,552,127Food and beverage


5,865,541



6,124,468



5,262,936Other


1,040,514



1,656,233



1,179,893Gaming taxes


61,053,037



59,179,733



55,252,255Advertising and promotion


15,230,150



16,269,641



14,666,285General and administrative


42,931,535



43,639,590



39,652,734Corporate expense


7,717,108



3,399,281



3,456,161Economic incentive taxCity
    of Gary


4,709,154



4,494,170



4,103,010Depreciation and amortization


22,612,185



17,985,674



17,488,800Amortizationdebt pushed down
    from Majestic Holdco


19,519







Loss on investment in Buffington
    Harbor Riverboats, LLC


2,354,799



2,465,612



2,395,436Loss (gain) on disposal of assets


52,790



(31,130
)


117,097Total operating costs and expenses


233,260,309



226,760,227



213,510,359Operating income


28,711,543



33,750,480



31,444,747Other Income
    (Expense):Interest income


332,335



111,497



104,331Interest expense


(30,362,182
)


(28,641,694
)


(31,282,788
)Interest expensedebt pushed
    down from Majestic Holdco


(167,520
)






Loss on extinguishment of debt


(3,688,480
)






(31,960,083
)Other non-operating expense


(127,386
)


(201,757
)


(185,574
)Total other expense


(34,013,233
)


(28,731,954
)


(63,324,114
)(Loss) income from continuing
    operations


(5,301,690
)


5,018,526



(31,879,367
)Discontinued operation










(11,972,607
)Net (loss) income

$
(5,301,690
)

$
5,018,526


$
(43,851,974
)    F-31




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
 CONSOLIDATED
    STATEMENTS OF CHANGES IN MEMBERS DEFICIT

For the Years Ended December 31, 2005, 2004 and
    2003 Members DeficitBalance, December 31,
    2002

$
(24,174,562
)Net loss


(43,851,974
)Distribution to Barden
    Development, Inc.


(6,065,213
)Spin-off of Barden Nevada Gaming,
    LLC to Barden Development Inc.


(27,515,400
)Cash paid in excess of historical
    cost for land purchased from a related party


(559,806
)Balance, December 31,
    2003


(102,166,955
)Net income


5,018,526Distribution to Barden
    Development, Inc.


(5,251,094
)Balance, December 31,
    2004


(102,399,523
)Net loss


(5,301,690
)Contribution of Deficit in BHPA
    from Affiliate


(6,351,134
)Distributions to Barden
    Development, Inc.


(6,761,824
)Balance, December 31,
    2005

$
(120,814,171
)    F-32




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended
    December 31,2005


2004


2003Cash Flows from Operating
    Activities:Net (loss) income

$
(5,301,690
)

$
5,018,526


$
(43,851,974
)Adjustments to reconcile net loss
    to net cash provided by operating activities:Depreciation


19,513,964



15,501,453



12,950,562Amortization


3,098,221



2,484,221



4,538,238Amortizationdebt pushed down
    from Majestic Holdco


19,519







Amortization of bond discount on
    121/2% senior
    discount notes pushed down from Majestic Holdco


167,520







Loss on investment in Buffington
    Harbor Riverboats, LLC


2,354,799



2,465,612



2,395,436Loss (gain) on disposal of assets


52,790



(31,130
)


117,097Loss on extinguishment of debt


3,688,480







31,960,083Loss on disposal of discontinued
    operation










11,972,607Changes in operating assets and
    liabilities, net of effects of acquisition:Accounts receivable, net


168,303



84,831



(330,599
)Related party payables


546,206



(372,328
)


(707,110
)Inventories


140,460



18,315



(44,228
)Prepaid expenses and deposits


398,371



(173,764
)


(7,297
)Other assets


197,113



209,058



455,542Accounts payable


698,685



(5,262,507
)


3,444,422Accrued payroll and other expenses


697,511



115,657



845,510Accrued interest


1,535,766



(499,984
)


4,549,918Other accrued liabilities


(136,665
)


2,602,094



3,688,690Net cash provided by operating
    activities


27,839,353



22,160,054



31,976,897Cash Flows from Investing
    Activities:Decrease (increase) in restricted
    cash


390,008



(1,140,008
)


(1,150,000
)Acquisition of Trump Indiana, Inc.,
    net of cash acquired


(231,994,427
)






Payment of gaming license transfer
    fee to State of Indiana


(2,000,000
)






Payoff of City of Gary development
    agreement


(3,506,797
)






Acquisition of property and
    equipment


(11,783,499
)


(36,011,778
)


(18,462,990
)Distributions of cash to Barden
    Development, Inc. from spin-off of Barden Nevada Gaming










(4,395,606
)Appreciated value of land purchase
    from related party










(559,806
)Decrease in prepaid leases and
    deposits






12,683



102,417Investment in Buffington Harbor
    Riverboats, LLC


(174,342
)


(164,289
)


(295,719
)Proceeds from disposal of equipment


135,709



339,797



77,154Other


209,926







Net cash used in investing
    activities


(248,723,422
)


(36,963,595
)


(24,684,550
)Cash Flows from Financing
    Activities:Payment of premium on early
    extinguishment of debt


(1,053,905
)






(19,262,330
)Issuance cost for the
    91/2% senior
    secured notes


(1,805,572
)


(229,507
)


(4,420,000
)Issuance costs for the
    93/4% senior
    notes


(9,026,094
)






Issuance cost for the
    $80.0 million secured credit facility


(110,000
)


(58,652
)


(1,583,162
)Issuance cost for
    121/2% senior
    discounted notes pushed down from Majestic Holdco


(2,823,746
)






Cash paid for redemption of
    11.653% notes


(16,290,000
)






(135,477,000
)Cash paid for redemption of
    107/8% notes










(130,000,000
)Proceeds from issuance of
    91/2% senior
    secured notes


40,000,000







260,000,000Proceeds from issuance of
    93/4% senior
    notes


200,000,000







Proceeds from issuance of
    121/2% senior
    discount notes pushed down from Majestic Holdco


45,128,815







Proceeds from line of credit


43,877,024



45,251,293



28,000,000Repayment of line of credit


(37,629,678
)


(30,244,786
)


(2,041,507
)Note repayment from related parties










1,067,000Repayment of debt


(16,974,431
)






Distributions to Barden
    Development, Inc.


(6,761,824
)


(5,251,094
)


(6,065,213
)Net cash provided by (used in)
    financing activities


236,530,589



9,467,254



(9,782,212
)Net increase (decrease) in cash and
    cash equivalents


15,646,520



(5,336,287
)


(2,489,865
)Cash and cash equivalents,
    beginning of period


16,721,729



22,058,016



24,547,881Cash and cash equivalents, end of
    period

$
32,368,249


$
16,721,729


$
22,058,016Supplemental disclosure of cash
    flow information and non-cash investing activities:Interest Paid:State of Colorado sales and use tax
    assessment

$



$
26,338


$
Line of credit


1,350,648



1,968,159



92,238Notesfixed interest at
    107/8%










11,288,794Notesfixed interest at 11.653%


1,898,274



1,899,081



15,317,338Senior Secured Notesfixed
    interest at
    91/2%


24,700,000



25,248,889



Other


46







Total

$
27,948,968


$
29,142,467


$
26,698,370Non-Cash Investing
    Activities:Capital assets acquired from
    incurring accounts payable and accrued liabilities

$
535,363


$
1,296,170


$
Purchase of land by issuing note
    payable


984,590Purchase of equipment through
    capital leases


70,397







Deferred financing and transaction
    cost related to the Trump acquisition included in accrued
    liabilities


440,762







Spin-off of equity interests in
    Barden Nevada net of cash, to Barden Development, Inc.










23,938,044Credit received from Naming Rights
    Agreement and applied to acquisition of 170 acres of
    property from an affiliate






1,500,000



Total

$
2,031,111


$
2,796,170


$
23,938,044    F-33




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  Note 1.
    Organization 
       
    A casino-hotel located in Tunica County, Mississippi
    (Fitzgeralds Tunica).  
    A casino located in Black Hawk, Colorado (Fitzgeralds
    Black Hawk). On July 12, 2004, the Company entered
    into an agreement to sell substantially all of the net assets of
    Fitzgeralds Black Hawk, which sale was subsequently terminated
    as of April 14, 2005. The financial information for
    Fitzgeralds Black Hawk has been presented as continuing
    operations for all periods presented in the accompanying
    statements of operations. See Note 2Basis of
    Presentation and Note 7Discontinued Operations.
    A casino-hotel located in Las Vegas, Nevada (Fitzgeralds
    Las Vegas). Fitzgeralds Las Vegas was spun off to the
    Companys member on December 31, 2003. As a result of
    the spin-off, operating results of Fitzgeralds Las Vegas have
    been presented as discontinued operations for the year ended
    December 31, 2003 in the accompanying statements of
    operations. See Note 2Basis of Presentation and
    Note 7Discontinued Operations.    
    The Majestic Star Casino Capital Corp. (MSCC) was
    originally formed for the purpose of facilitating the offering
    of the Companys $130.0 million
    107/8% senior
    secured notes due 2006 (the
    107/8% notes).
    The
    107/8% notes
    were fully purchased and redeemed on October 7, 2003. MSCC
    is a co-obligor with the Company for the $300.0 million
    senior secured notes due 2010. MSCC has no assets or operations.
    See Note 12Long Term Debt.
    Majestic Investor Capital Corp. (a wholly owned subsidiary of
    Majestic Investor Holdings (Investor Holding) was
    formed specifically to facilitate the offering of Investor
    Holdings $152.6 million 11.653% senior secured notes
    due 2007 (the 11.653% notes). Approximately
    89.3%, or $135.5 million, of the 11.653% notes were
    purchased and redeemed on October 7, 2003 and the remainder
    was defeased in December 2005. This subsidiary has no assets or
    operations. See Note 12Long Term Debt.
    Majestic Star Casino Capital Corp. II (MSCC II)
    was formed in 2005 for the purpose of facilitating the offering
    of the Companys $200.0 million
    93/4% Senior
    Notes (the Senior Notes). MSCC II is a
    co-obligor with the Company for the Senior Notes. MSCC II
    has no assets or operations. See Note 12Long Term
    Debt. F-34




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 1.
    Organization(continued)     Note 2.
    Basis of
    Presentation 
 Form 10-K.
  Push Down of Discount Notes From Majestic
    Holdco
  Spin-Off
  Terminated Sale of Fitzgeralds Black Hawk
 F-35




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 2.
    Basis of
    Presentation(continued)   Purchase of Trump Indiana, Inc.
  Cash and Cash Equivalents
  Restricted Cash
  Concentration of Credit Risk
  Inventories first-in,
  Receivable From Affiliate:
  Property and Equipment
  Estimated Useful LifeVessels, buildings &
    improvements


25-39 yearsSite improvements


9-15 yearsBarge and improvements


13-15 yearsLeasehold improvements


5 yearsFurniture, fixtures and equipment


4-10 years   Deferred Financing Costs
  Goodwill
 F-36




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 2.
    Basis of
    Presentation(continued)    Intangible Assets
  Investment in Buffington Harbor Riverboats,
    L.L.C.
    Promotional Allowances
  For the Years Ended
    December 31,2005


2004


2003Rooms

$
2,377,544


$
2,363,635


$
1,464,915Food and Beverage


8,839,650



8,627,429



8,679,521Other


466,750



470,482



314,346Total

$
11,683,944


$
11,461,546


$
10,458,782       For the Years Ended
    December 31,2005


2004


2003Cash based promotional activities

$
24,479,693


$
19,251,508


$
18,018,123Slot club and other


5,791,872



5,038,313



3,361,473Retail cost of rooms, food,
    beverage and other


15,397,696



15,682,201



13,749,931Total

$
45,669,261


$
39,972,022


$
35,129,527  F-37




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 2.
    Basis of
    Presentation(continued)   Federal and State Income Taxes
  Advertising Costs
  Long-Lived Assets
  Casino Club Liability
  Progressive Liability
  Self-Insurance Liability
  Fair Value of Financial Instruments
  Note 3.
    Trump
    Indiana Acquisition 
  F-38




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3.
    Trump
    Indiana Acquisition(continued)            F-39




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 3.
    Trump
    Indiana Acquisition(continued)     TrumpIndiana


BHR


BHPA


TotalCurrent assets (including cash of
    $10,845 at Trump Indiana, $208 at BHR and $2 at BHPA)

$
15,460


$
1,197


$
651


$
17,308Property and equipment


45,158



26,719



10,955



82,832Goodwill


41,328











41,328Other intangibles


122,400











122,400Other assets


1,168



32



412



1,612Current liabilities


(12,037
)


(1,616
)


(2,321
)


(15,974
)Long term liabilities


(157
)


(140
)


(6,160
)


(6,457
)Total

$
213,320


$
26,192


$
3,537


$
243,049       For the Years Ended
    December 31,2005


2004(In thousands)Pro FormaNet revenues

$
394,144


$
398,742Net income

$
(2,644
)

$
(9
)     Note 4.
    Recently
    Issued Accounting Pronouncements 
   
    Financial Accounting Standards No. 151, Inventory
    Costs-an amendment of ARB No. 43, Chapter 4
    (SFAS 151). SFAS 151 amends ARB
    No. 43, Chapter 4, Inventory Pricing, to
    clarify the accounting for abnormal amounts of idle facility
    expense, freight, handling costs, and wasted material
    (spoilage). SFAS 151 is effective for financial statements
    for fiscal years beginning after June 15, 2005. The Company
    does not believe the adoption of SFAS 151 will have a
    material impact on the Companys financial position,
    results of operations or cash flows.  
    Financial Accounting Standards No. 153, Exchanges of
    Nonmonetary Assets-an amendment of APB Opinion No. 29
    (SFAS 153). SFAS 153 amends APB Opinion
    No. 29, Accounting for Nonmonetary
    Transactions, to eliminate the exception for nonmonetary
    exchanges of similar productive assets and F-40




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 4.
    Recently
    Issued Accounting
    Pronouncements (continued)  replace it with a general exception for exchanges of nonmonetary
    assets that do not have commercial substance (i.e., if the
    future cash flows of the entity are expected to change
    significantly as a result of the exchange). SFAS 153 became
    effective on June 15, 2005. The Company adopted
    SFAS 153 without any material impact on the Companys
    financial position, results of operations or cash flows.  
    Financial Accounting Standards No 154, Accounting Changes
    and Error Correctionsa replacement of APB No. 20 and
    FASB Statement No. 3 (SFAS 154).
    SFAS 154 replaces APB No. 20, Accounting
    Changes and FASB Statement No. 3, Reporting
    Accounting Changes in Interim Financial Statement and
    changes the requirements for the accounting for and reporting of
    a change in accounting principle. SFAS 154 is effective for
    accounting changes and corrections of errors made in fiscal
    years beginning after December 15, 2005. The Company does
    not believe the adoption of SFAS 154 will have a material
    impact on the Companys financial position, results of
    operations or cash flows.  Note 5.
    Certificate
    of Suitability and Licenses 
       Note 6.
    City of
    Gary, Indiana Development Obligation 
 on-site
   F-41




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 6.
    City of
    Gary, Indiana Development Obligation(continued))        Note 7.
    Discontinued
    Operations 
 Fitzgeralds
    Black Hawk
     F-42




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 7.
    Discontinued
    Operations (continued)       Fitzgeralds
    Las Vegas
    Note 8.
    Property
    and Equipment 
   2005


2004Land

$
23,771,120


$
4,467,597Land held for future development


22,055,537



22,112,093Vessel, buildings &
    improvements


170,844,215



97,946,299Site improvements


39,996,461



18,571,317Barge and improvements


20,121,678



16,106,969Leasehold improvements


1,216,700



410,828Furniture, fixtures and equipment


104,178,185



67,160,217Construction in progress


2,776,549



2,272,929384,960,445



229,048,249Less accumulated depreciation and
    amortization


(106,827,962
)


(63,882,490
)Property and equipment, net

$
278,132,483


$
165,165,759    F-43




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 9.
    Other
    Intangible Assets 
   Gross Carrying


Accumulated


Net Amount


ExpectedAs of December 31,
    2005

Amount


Amortization


December 31, 2005


Life(In thousands)Intangible assets:Customer relationship

$
24,540


$
(4,050
)

$
20,490



8 yrsTrade name


3,450



(1,403
)


2,047



10 yrsGaming license


105,700







105,700



indefiniteRiverboat excursion license


700



(82
)


618



15 yrsTotal intangible assets

$
134,390


$
(5,535
)

$
128,855   Gross Carrying


Accumulated


Net Amount


ExpectedAs of December 31,
    2004

Amount


Amortization


December 31, 2004


Life(In thousands)Amortized intangible assets:Customer relationship

$
7,840


$
(2,839
)

$
5,001



8 yrsTrade name


3,450



(999
)


2,451



10 yrsRiverboat excursion license


700



(35
)


665



15 yrsTotal intangible assets

$
11,990


$
(3,873
)

$
8,117        F-44




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 9.
    Other
    Intangible Assets (continued)    For the Years Ended
    December 31,2006

$
3,459,1672007


3,459,1672008


3,459,1672009


3,392,0432010


2,479,167Thereafter


6,905,957$
23,154,668     Note 10.
    Investment
    in Buffington Harbor Riverboats, L.L.C. 
   MembersInvestment in BHRInvestment
    balanceDecember 31, 2003

$
29,733,593Contributions


164,289Equity loss of joint venture


(2,465,612
)Investment
    balanceDecember 31, 2004

$
27,432,270        F-45




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 10.
    Investment
    in Buffington Harbor Riverboats,
    L.L.C. (continued)      December 31, 2004Balance SheetCash

$
311,052Current assets excluding cash


2,233,904Property, plant and equipment, net


57,199,307Other assets


82,359Total assets

$
59,826,622Current liabilities

$
4,657,377Capital lease obligations, net of
    current portion


304,704Total liabilities


4,962,081Total members equity


54,864,541Total liabilities and
    members equity

$
59,826,622The Majestic Star Casino,
    LLCmembers equity

$
27,432,270   For the PeriodJanuary 1 2005 to


For the Years EndedDecember 20,


December 31,2005


2004


2003Statements of
    OperationsNet revenues

$
11,513,723


$
11,145,457


$
18,434,627Operating loss

$
(4,307,633
)

$
(4,899,426
)

$
(4,785,459
)Net loss

$
(4,737,505
)

$
(4,931,225
)

$
(4,790,868
)   BHR
    Sales and Use Tax Assessments
  1998-2001 Tax Years.
 F-46




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 10.
    Investment
    in Buffington Harbor Riverboats,
    L.L.C. (continued)    1999-2001
  2002-2004 Tax Years.
 F-47




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 11.
    Other
    Accrued Liabilities 
   As of
    December 31,2005


2004Gaming taxes

$
2,115,988


$
1,295,980Other taxes


212,355



250,138Chip & token liability


616,674



784,456Accrued trade payables


5,342,688



2,808,426Professional fees


1,203,026



524,045Accrued rent






1,078,805Other


6,966,245



5,537,410$
16,456,976


$
12,279,260     Note 12.
    Long-Term
    Debt 
 December 31,


December 31,2005


2004Long-term debt outstanding at
    December 31, 2005 and December 31, 2004 is as follows:$300,000,000 of
    91/2% senior
    secured notes

$
300,000,000


$
260,000,000$200,000,000 of
    93/4% senior
    notes


200,000,000



$80,000,000 senior secured credit
    facility


47,212,346



40,965,000$16,290,000 of 11.653% unsecured
    notes, net of discount






15,892,960Capitalized leases and other debt


365,284



Total long-term debt


547,577,630



316,857,960Less current maturities


174,447



Total long-term debt, net of
    current maturities

$
547,403,183


$
316,857,960     (In thousands)For the Years Ended
    December 31,2006

$
1742007


1402008


482009


32010


347,212Thereafter


200,000$
547,577   Debt
    Offerings and Related Transactions
   F-48




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Long-Term
    Debt (continued)    1 2 3 4 1 2
  1 2
    Senior
    Secured Notes
     F-49




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Long-Term
    Debt (continued)      Senior
    Notes
        Senior
    Secured Credit Facility
   F-50




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Long-Term
    Debt (continued)             11.653%
    Unsecured Notes
   F-51




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Long-Term
    Debt (continued)   Other
    Debt
    Discount
    Notes
  1 2
  Intercreditor
    Agreement
     F-52




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 13.
    Fair
    Value of Financial Instruments 
   Carrying


EstimatedValue


Fair ValueAssets:Cash and equivalents

$
32,368,249


$
32,368,249Restricted Cash

$
3,190,000


$
3,190,000Liabilities:Short-term debtNote payable with City of Black
    Hawk


984,590



984,590Long-term debt91/2% Senior
    Notes

$
300,000,000


$
315,750,00093/4% Senior
    Secured Notes


200,000,000



202,500,000Senior Secured Credit Facility


47,212,346



47,212,346Capitalized leases and other debt


365,284



365,284$
547,577,630


$
565,827,630121/2%
    Discount Notes, pushed down from Majestic Holdco

$
45,296,335


$
45,167,550     Note 14.
    Savings
    Plan 
   Note 15.
    Commitments
    and Contingencies 
 Short-Term
    Note Payable
   F-53




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 15.
    Commitments
    and Contingencies(continued)    Leases
    For the Years Ended
    December 31,2006

$
1,133,4892007


523,7182008


212,7842009


181,8322010


91,892Thereafter


45,367$
2,189,082     Legal
    Proceedings
    Anti-trust litigation.
 F-54




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 15.
    Commitments
    and Contingencies(continued)    Fitzgeralds Black Hawk Litigation.
    Trump Indiana Litigations.
     F-55




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 15.
    Commitments
    and Contingencies(continued)     Tax
    Matters
  Majestic Star Income Tax Protest.
    Majestic Star Sales and Use Tax Assessments.
     F-56




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 15.
    Commitments
    and Contingencies(continued)      Note 10-Investment
  Gaming
    Regulations
      and/or
   F-57




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 15.
    Commitments
    and Contingencies(continued)    Employment
    Agreements
        Letter of
    Credit/Surety Bond
       F-58




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 15.
    Commitments
    and Contingencies(continued)      Note 16.
    Related
    Party Transactions 
 Transactions
    by or with Affiliates
  Pushdown of Majestic Holdco Discount
    Notes.
  Land Acquisition.
  Manager Agreement.
    Tax Distributions.
  BHPA Contribution.
 F-59




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 16.
    Related
    Party Transactions(continued)     BHPA Rent Expense.
  Barden Nevada Expense Sharing Agreement.
  Barden Nevada Revolving Promissory Note.
  Note 17.
    Segment
    Information 
      F-60




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 17.
    Segment
    Information(continued)      For the Years Ended
    December 31,2005


2004


2003(In thousands)Net revenues:Majestic Star

$
139,005


$
141,058


$
129,312Majestic Star Casino II


4,606







Fitzgeralds Tunica


82,939



83,218



83,670Fitzgeralds Black Hawk


35,409



36,235



31,973Buffington Harbor Riverboats


13







Buffington Harbor Parking










Total

$
261,972


$
260,511


$
244,955Operating income (loss):Majestic Star

$
18,782


$
16,465


$
17,135Majestic Star Casino II


1,007







Fitzgeralds Tunica


10,253



11,471



13,022Fitzgeralds Black Hawk


7,393



9,973



7,132Corporate (1)(2)


(7,916
)


(3,470
)


(3,456
)Majestic Investor Holdings


(289
)


(689
)


(2,388
)Buffington Harbor Riverboats


(475
)






Buffington Harbor Parking


(43
)






Total

$
28,712


$
33,750


$
31,445Segment depreciation and
    amortization:Majestic Star

$
8,565


$
7,784


$
5,771Majestic Star Casino II


252







Fitzgeralds Tunica


10,062



8,858



7,820Fitzgeralds Black Hawk


3,125



995



1,730Corporate (1)(2)


199



71



63Majestic Investor Holdings


269



278



2,105Buffington Harbor Riverboats


141







Buffington Harbor Parking


18







Total

$
22,632


$
17,986


$
17,489Expenditure for additions to
    long-lived assets:Majestic Star

$
3,725


$
28,692


$
12,205Majestic Star Casino II


427







Fitzgeralds Tunica


4,860



5,800



4,395Fitzgeralds Black Hawk


2,655



1,520



1,863Corporate(1)


116







Buffington Harbor Riverboats










Buffington Harbor Parking










Total

$
11,783


$
36,012


$
18,463   F-61




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 17.
    Segment
    Information(continued)   As of December 31,
    2005


As of December 31,
    2004(In thousands)Segment assets:Majestic Star(3)

$
243,475


$
254,702Majestic Star Casino II


229,246



Fitzgeralds Tunica


75,406



80,452Fitzgeralds Black Hawk


31,688



31,032Corporate(1)


289,353



Majestic Investor Holdings


1,896



2,158Buffington Harbor Riverboats


53,751



Buffington Harbor Parking


21,592



Total


946,407



368,344Less: Intercompany


(428,448
)


(121,968
)Total

$
517,959


$
246,376GoodwillMajestic Star Casino II

$
41,328


$
Fitzgeralds Tunica


3,998



3,998Fitzgeralds Black Hawk


1,925



1,924Total

$
47,251


$
5,922     (1)
    
    Corporate expenses reflect payroll, benefits, travel and other
    costs associated with our corporate staff and are not allocated
    to the properties.(2)
    
    Corporate includes the pushdown from Majestic Holdco of
    financing costs related to the issuance of the Discount Notes,
    net of amortization, of $2.8 million. The associated
    amortization, which is reflected in Corporates
    depreciation and amortization expense, is $20,000.(3)
    
    The assets of Majestic Star and Corporate include intercompany
    receivables from Majestic Star II, Fitzgeralds Tunica, BHR,
    BHPA, Investor Holdings and Fitzgeralds Black Hawk totaling
    approximately $428.4 million at December 31, 2005. At
    December 31, 2004, the assets of Majestic Star include
    intercompany receivables from Investor Holdings, Fitzgeralds
    Tunica and Fitzgeralds Black Hawk of $122.0 million.
    Intercompany receivables are eliminated in consolidation.  Note 18.
    Subsequent
    Event 
   Note 19.
    Supplemental
    Guarantor Financial Information   F-62




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       F-63




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEETS
    As of December 31, 2005
  TheThe


Majestic StarMajestic Star


Casino Capital


Guarantor


Eliminating


TotalCasino, LLC


Corp.


Subsidiaries


Entries


ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
7,085,458


$



$
25,282,791


$



$
32,368,249Restricted cash


900,000







2,290,000







3,190,000Accounts receivable, net


1,528,727







3,070,687







4,599,414Inventories


60,476







727,405







787,881Prepaid expenses and deposits


918,195







1,515,406







2,433,601Receivable from affiliate


9,851,352











(9,682,341
)(a)


169,011Other current assets










137,914







137,914Total current assets


20,344,208







33,024,203



(9,682,341
)


43,686,070Property, equipment and
    improvements, net


75,421,809







202,710,674







278,132,483Intangible assets, net










128,854,668







128,854,668Goodwill










47,250,794







47,250,794Other assets:Deferred financing and transaction
    cost related to the acquisition of Trump Indiana


15,263,897















15,263,897Deferred financing and transaction
    cost pushed down from Majestic Holdco(1)


2,804,227















2,804,227Long term receivablerelated
    party


418,765,178











(418,765,178
)(a)


Other assets


228,363







1,738,330







1,966,693Total other assets


437,061,665







1,738,330



(418,765,178
)


20,034,817Total assets

$
532,827,682


$



$
413,578,669


$
(428,447,519
)

$
517,958,832LIABILITIES AND MEMBERS
    DEFICITCurrent liabilities:Accounts payable

$
1,775,675


$



$
1,783,532


$



$
3,559,207Note payable










984,590







984,590Current portion of long-term debt










174,447







174,447Payable to related party


714,240







8,968,101



(9,682,341
)(a)


Accrued liabilities:Payroll and related


3,095,817







6,170,430







9,266,247Interest


7,215,793







586







7,216,379Property and franchise taxes


3,763,331







4,652,308







8,415,639Other accrued liabilities


5,465,515







10,991,461







16,456,976Total current liabilities


22,030,371







33,725,455



(9,682,341
)


46,073,485Investment in subsidiaries


23,381,935











(23,381,935
)(b)


Due to related parties


15,720,866







403,044,312



(418,765,178
)(a)


Long-term debt, net of current
    maturities


547,212,346



300,000,000



190,837



(300,000,000
)(c)


547,403,183Long-term debt pushed down from
    Majestic Holdco(2)


45,296,335















45,296,335Total liabilities


653,641,853



300,000,000



436,960,604



(751,829,454
)


638,773,003Members deficit


(120,814,171
)


(300,000,000
)


(23,381,935
)


323,381,935
(b)(c)


(120,814,171
)Total liabilities and members
    deficit

$
532,827,682


$



$
413,578,669


$
(428,447,519
)

$
517,958,832     (a)
    
    To eliminate intercompany
    receivable and payables.(b)
    
    To eliminate intercompany accounts
    and investment in subsidiaries.(c)
    
    As more fully described in
    Note 12, Long Term Debt, The Majestic Star Casino Capital
    Corp. is a co-obligor of the Senior Secured Notes issued by the
    Company. Accordingly, such indebtedness has been presented as an
    obligation of both the issuer and the co-obligor in the above
    balance sheets.(1)
    
    Reflects the pushdown of deferred
    financing costs related to the issuance of the Discount Notes of
    Majestic Holdco, net of amortization.(2)
    
    Reflects the pushdown of Majestic
    Holdcos Discount Notes pursuant to SEC Staff Accounting
    Bulleting Topic 5(J). F-64




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEETS
    As of December 31, 2004
  The Majestic


The MajesticStar Casino,


Star Casino


Guarantor


Eliminating


TotalLLC


Capital Corp.


Subsidiaries


Entries


ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
8,433,545


$



$
8,288,184


$



$
16,721,729Restricted cash


900,000







1,640,008







2,540,008Accounts receivable, net


1,329,576







798,139







2,127,715Inventories


92,303







597,067







689,370Prepaid expenses and deposits


1,575,936







724,409







2,300,345Receivable from affiliate


775,722







21,799



(82,305
)(a)


715,216Total current assets


13,107,082







12,069,606



(82,305
)


25,094,383Property, equipment and
    improvements, net


78,679,302







86,486,457







165,165,759Intangible assets, net










8,117,216







8,117,216Goodwill










5,922,398







5,922,398Other assets:Deferred financing costs, net


4,947,983







413,740







5,361,723Investment in Buffington Harbor
    Riverboat, LLC


27,432,270















27,432,270Long term receivablerelated
    party


121,884,816











(121,884,816
)(a)


Other assets


8,650,694







632,021







9,282,715Total other assets


162,915,763







1,045,761



(121,884,816
)


42,076,708Total assets

$
254,702,147


$



$
113,641,438


$
(121,967,121
)

$
246,376,464LIABILITIES AND MEMBERS
    DEFICITCurrent liabilities:Accounts payable

$
940,307


$



$
997,805


$



$
1,938,112Payable to related party










82,305



(82,305
)(a)


Accrued liabilities:Payroll and related


3,216,179







3,386,585







6,602,764Interest


5,365,530







158,189







5,523,719Property and franchise taxes


4,811,880







762,292







5,574,172Other accrued liabilities


6,040,223







6,239,037







12,279,260Total current liabilities


20,374,119







11,626,213



(82,305
)


31,918,027Investment in subsidiaries


35,762,551











(35,762,551
)(b)


Due to related parties










121,884,816



(121,884,816
)(a)


Long-term debt, net of current
    maturities


300,965,000



260,000,000



15,892,960



(260,000,000
)(c)


316,857,960Total liabilities


357,101,670



260,000,000



149,403,989



(417,729,672
)


348,775,987Members deficit


(102,399,523
)


(260,000,000
)


(35,762,551
)


295,762,551
(b)(c)


(102,399,523
)Total liabilities and members
    deficit

$
254,702,147


$



$
113,641,438


$
(121,967,121
)

$
246,376,464     (a)
    
    To eliminate intercompany receivable and payables.(b)
    
    To eliminate intercompany accounts and investment in
    subsidiaries.(c)
    
    As more fully described in Note 12, Long Term Debt, The
    Majestic Star Casino Capital Corp. is a co-obligor of the Senior
    Secured Notes issued by the Company. Accordingly, such
    indebtedness has been presented as an obligation of both the
    issuer and the co-obligor in the above balance sheets. F-65




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Year Ended December 31, 2005
  TheThe


Majestic StarMajestic Star


Casino Capital


Guarantor


Eliminating


TotalCasino, LLC


Corp.


Subsidiaries


Entries(a)


ConsolidatedOperating Revenues:Casino

$
150,552,871


$



$
130,365,649


$



$
280,918,520Rooms










7,726,464







7,726,464Food and beverage


1,761,489







12,268,778







14,030,267Other


3,205,243







1,760,619







4,965,862Gross revenues


155,519,603







152,121,510







307,641,113Less promotional allowances


16,514,443







29,154,818







45,669,261Net operating revenues


139,005,160







122,966,692







261,971,852Operating Costs and
    Expenses:Casino


27,580,681







40,329,956







67,910,637Rooms










1,763,340







1,763,340Food and beverage


1,999,116







3,866,425







5,865,541Other










1,040,514







1,040,514Gaming taxes


43,151,499







17,901,538







61,053,037Advertising and promotion


7,509,472







7,720,678







15,230,150General and administrative


24,589,215







18,342,320







42,931,535Corporate expense


7,717,108















7,717,108Economic incentive taxCity of
    Gary


4,520,228







188,926







4,709,154Depreciation and amortization


8,744,095







13,868,090







22,612,185Amortizationdebt pushed down
    from Holdco(1)


19,519















19,519Loss on investment in Buffington
    Harbor Riverboats, LLC


2,354,799















2,354,799Loss on disposal of assets


(45,466
)






98,256







52,790Total operating costs and expenses


128,140,266







105,120,043







233,260,309Operating income


10,864,894







17,846,649







28,711,543Other Income
    (Expense):Interest income


258,439







73,896







332,335Interest expense


(28,510,733
)






(1,851,449
)






(30,362,182
)Interest expensedebt pushed
    down from Majestic Holdco(2)


(167,520
)














(167,520
)Loss on extinguishment of debt










(3,688,480
)






(3,688,480
)Other non-operating expense


(127,386
)














(127,386
)Equity in net income of subsidiaries


12,380,616











(12,380,616
)


Total other expense


(16,166,584
)






(5,466,033
)


(12,380,616
)


(34,013,233
)Net (loss) income

$
(5,301,690
)

$



$
12,380,616


$
(12,380,616
)

$
(5,301,690
)     (a)
    
    To eliminate equity in net income of subsidiaries.(1)
    
    Reflects amortization of deferred financing costs related to the
    issuance of Majestic Holdcos Discount Notes.(2)
    
    Reflects interest expense on Majestic Holdcos Discount
    Notes. F-66




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Year Ended December 31, 2004
  TheThe


Majestic StarMajestic Star


Casino Capital


Guarantor


Eliminating


TotalCasino,LLC


Corp.


Subsidiaries


Entries(a)


ConsolidatedOperating Revenues:Casino

$
149,562,121


$



$
125,206,404


$



$
274,768,525Rooms










7,673,287







7,673,287Food and beverage


1,818,506







11,643,350







13,461,856Other


2,892,189







1,686,872







4,579,061Gross revenues


154,272,816







146,209,913







300,482,729Less promotional allowances


13,214,964







26,757,058







39,972,022Net operating revenues


141,057,852







119,452,855







260,510,707Operating Costs And
    Expenses:Casino


28,769,304







41,023,318







69,792,622Rooms










1,784,333







1,784,333Food and beverage


2,063,543







4,060,925







6,124,468Other


637,209







1,019,024







1,656,233Gaming taxes


42,794,831







16,384,902







59,179,733Advertising and promotion


8,964,510







7,305,131







16,269,641General and administrative


26,697,392







16,942,198







43,639,590Corporate expense


3,399,281















3,399,281Economic incentive taxCity of
    Gary


4,494,170















4,494,170Depreciation and amortization


7,855,545







10,130,129







17,985,674Loss on investment in Buffington
    Harbor Riverboats, LLC


2,465,612















2,465,612(Gain) loss on disposal of assets


(78,830
)






47,700







(31,130
)Total operating costs and expenses


128,062,567







98,697,660







226,760,227Operating income


12,995,285







20,755,195







33,750,480Other Income
    (Expense):Interest income


93,210







18,287







111,497Interest expense


(26,717,083
)






(1,924,611
)






(28,641,694
)Other non-operating expense


(201,757
)














(201,757
)Equity in net income of subsidiaries


18,848,871











(18,848,871
)


Total other expense


(7,976,759
)






(1,906,324
)


(18,848,871
)


(28,731,954
)Net income

$
5,018,526


$



$
18,848,871


$
(18,848,871
)

$
5,018,526     (a)
    
    To eliminate equity in net income of subsidiaries. F-67




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
    For the Year Ended December 31, 2003
  TheThe


Majestic StarMajestic Star


Casino Capital


Guarantor


Discontinued


Eliminating


TotalCasino, LLC


Corp.


Subsidiaries


Operation(a)


Entries(b)


ConsolidatedOperating Revenues:Casino

$
136,568,073


$



$
118,817,746


$



$



$
255,385,819Rooms










7,932,811











7,932,811Food and beverage


1,494,793







11,304,793











12,799,586Other


2,277,143







1,689,274











3,966,417Gross revenues


140,340,009







139,744,624











280,084,633Less promotional allowances


11,027,542







24,101,985











35,129,527Net operating revenues


129,312,467







115,642,639











244,955,106Operating Costs and
    Expenses:Casino


26,952,300







40,431,325











67,383,625Rooms










2,552,127











2,552,127Food and beverage


1,632,438







3,630,498











5,262,936Other










1,179,893











1,179,893Gaming taxes


40,167,015







15,085,240











55,252,255Advertising and promotion


6,837,262







7,829,023











14,666,285General and administrative


24,130,282







15,522,452











39,652,734Corporate expense


2,105,224







1,350,937











3,456,161Economic incentive taxCity of
    Gary


4,103,010



















4,103,010Depreciation and amortization


5,834,078







11,654,722











17,488,800Loss on investment in Buffington
    Harbor Riverboats, LLC


2,395,436



















2,395,436Loss (gain) on disposal of assets


125,919







(8,822
)










117,097Total operating costs and expenses


114,282,964







99,227,395











213,510,359Operating income


15,029,503







16,415,244











31,444,747Other Income
    (Expense):Interest income


62,023







42,308











104,331Interest expense


(17,280,924
)






(14,001,864
)










(31,282,788
)Loss on bond redemption


(10,007,703
)






(21,952,380
)










(31,960,083
)Other non-operating expense


(156,362
)






(29,212
)










(185,574
)Equity in net loss of subsidiaries


(31,498,511
)






(1,972,607
)






33,471,118



Total other expense


(58,881,477
)






(37,913,755
)






33,471,118



(63,324,114
)Loss from continuing operations


(43,851,974
)






(21,498,511
)






33,471,118



(31,879,367
)Loss from discontinued operations










(10,000,000
)


(1,972,607
)






(11,972,607
)Net loss

$
(43,851,974
)

$



$
(31,498,511
)

$
(1,972,607
)

$
33,471,118


$
(43,851,974
)     (a)
    
    Contained within the discontinued operations are the operations
    of Fitzgeralds Las Vegas, which is not a Guarantor and was spun
    off to BDI on December 31, 2003. See Note 7,
    Discontinued Operations.(b)
    
    To eliminate equity in net income (loss) of subsidiaries. F-68




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Year Ended December 31, 2005
  TheThe


Majestic StarMajestic Star


Casino Capital


Guarantor


Eliminating


TotalCasino, LLC


Corp.


Subsidiaries


Entries(a)


ConsolidatedNet Cash (Used In) Provided By
    Operating Activities:(1)

$
(15,425,762
)

$



$
38,265,115


$
5,000,000


$
27,839,353Cash Flows From Investing
    Activities:Decrease in restricted cash










390,008







390,008Acquisition of Trump Indiana, Inc.,
    net of cash acquired










(231,994,427
)






(231,994,427
)Payment of gaming license transfer
    fee to State of Indiana










(2,000,000
)






(2,000,000
)Payoff of City of Gary development
    agreement










(3,506,797
)






(3,506,797
)Acquisition of property and
    equipment


(3,841,488
)






(7,942,011
)






(11,783,499
)Investment in Buffington Harbor
    Riverboats, L.L.C.


(174,342
)














(174,342
)Proceeds from disposal of assets


102,225







33,484







135,709Other










209,926







209,926Net cash used in investing
    activities


(3,913,605
)






(244,809,817
)






(248,723,422
)Cash Flows From Financing
    Activities:Payment of costs related to early
    extinguishment of debt










(1,053,905
)






(1,053,905
)Issuance costs for the
    91/2% senior
    secured notes


(1,805,572
)














(1,805,572
)Issuance costs for the
    93/4% senior
    notes


(9,026,094
)














(9,026,094
)Issuance costs for the
    $80.0 million secured credit facility


(110,000
)














(110,000
)Issuance costs for the
    121/2% senior
    discount notes pushed down from Majestic Holdco(2)


(2,823,746
)














(2,823,746
)Redemption of 11.653% notes










(16,290,000
)






(16,290,000
)Proceeds from issuance of
    91/2% notes


40,000,000















40,000,000Proceeds from issuance of
    93/4% notes


200,000,000















200,000,000Proceeds from issuance of
    121/2% senior
    discount notes pushed down from Majestic Holdco(2)


45,128,815















45,128,815Proceeds from line of credit


43,877,024















43,877,024Repayment of line of credit


(37,629,678
)














(37,629,678
)Repayment of debt










(16,974,431
)






(16,974,431
)Cash advances (to) from affiliates


(252,857,645
)






257,857,645



(5,000,000
)


Distribution to Barden Development,
    Inc.


(6,761,824
)














(6,761,824
)Net cash provided by financing
    activities


17,991,280







223,539,309



(5,000,000
)


236,530,589Net (decrease) increase in cash and
    cash equivalents


(1,348,087
)






16,994,607







15,646,520Cash and cash equivalents,
    beginning of period


8,433,545







8,288,184







16,721,729Cash and cash equivalents, end of
    period

$
7,085,458


$



$
25,282,791


$



$
32,368,249     (a)
    
    To eliminate intercompany receivables and payables.(1)
    
    Includes interest expense of $0.2 million related to
    Majestic Holdcos Discount Notes.(2)
    
    Reflects the pushdown of Majestic Holdcos Discount Notes
    and associated issuance costs pursuant to SEC Staff Accounting
    Bulletin, Topic 5(J). The Discount Notes are not guaranteed by
    the Company or the guarantor subsidiaries. F-69




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Year Ended December 31, 2004
  TheThe


Majestic StarMajestic Star


Casino Capital


Guarantor


Eliminating


TotalCasino, LLC


Corp.


Subsidiaries


Entries(a)


ConsolidatedNet Cash (Used In) Provided By
    Operating Activities:

$
(5,874,882
)

$



$
28,034,936


$



$
22,160,054Cash Flows From Investing
    Activities:Increase in restricted cash










(1,140,008
)






(1,140,008
)Acquisition of property and
    equipment


(28,691,842
)






(7,319,936
)






(36,011,778
)Decrease in prepaid leases and
    deposits


12,683















12,683Investment in Buffington Harbor
    Riverboats, L.L.C.


(164,289
)














(164,289
)Proceeds from disposal of assets


244,580







95,217







339,797Net cash used in investing
    activities


(28,598,868
)






(8,364,727
)






(36,963,595
)Cash Flows From Financing
    Activities:Issuance costs for the
    91/2% senior
    secured notes


(229,507
)














(229,507
)Issuance costs for credit facility


(58,652
)














(58,652
)Proceeds from line of credit


45,251,293















45,251,293Repayment of line of credit


(30,244,786
)














(30,244,786
)Cash advances (to) from affiliates


22,510,611







(22,510,611
)






Distribution to Barden
    Development, Inc.


(5,251,094
)














(5,251,094
)Net cash provided by (used in)
    financing activities


31,977,865







(22,510,611
)






9,467,254Net decrease in cash and cash
    equivalents


(2,495,885
)






(2,840,402
)






(5,336,287
)Cash and cash equivalents,
    beginning of period


10,929,430







11,128,586







22,058,016Cash and cash equivalents, end of
    period

$
8,433,545


$



$
8,288,184


$



$
16,721,729     (a)
    
    To eliminate intercompany receivables and payables. F-70




---



##### Table of Contents



THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
    For the Year Ended December 31, 2003
  The Majestic


The MajesticStar Casino,


Star Casino


Guarantor


Discontinued


Eliminating


TotalLLC


Capital Corp.


Subsidiaries


Operations(a)


Entries(b)


ConsolidatedNet Cash Provided By Operating
    Activities:

$
19,736,325


$



$
12,240,572


$



$



$
31,976,897Cash Flows From Investing
    Activities:Increase in restricted cash


(900,000
)






(250,000
)










(1,150,000
)Acquisition of property and
    equipment


(12,204,798
)






(6,258,192
)










(18,462,990
)Distribution of cash to Barden
    Development Inc. from spin-off of Barden Nevada Gaming














(4,395,606
)






(4,395,606
)Cash paid in excess of historical
    cost for land purchased from a related party


(559,806
)


















(559,806
)Decrease in prepaid leases and
    deposits


102,417



















102,417Investment in Buffington Harbor
    Riverboats, L.L.C.


(295,719
)


















(295,719
)Proceeds from disposal of assets


14,750







62,404











77,154Net cash used in investing
    activities


(13,843,156
)






(6,445,788
)


(4,395,606
)






(24,684,550
)Cash Flows From Financing
    Activities:Payment of premium on early
    extinguishment of debt


(7,069,400
)






(12,192,930
)










(19,262,330
)Payment of senior secured notes
    issuance costs


(4,420,000
)


















(4,420,000
)Payment of credit facility issuance
    cost


(1,583,162
)


















(1,583,162
)Cash paid for redemption of
    11.653% notes










(135,477,000
)










(135,477,000
)Cash paid for redemption of
    107/8% notes


(130,000,000
)


















(130,000,000
)Proceeds from issuance of
    91/2% senior
    secured notes


260,000,000



















260,000,000Payment of bond redemption by parent


(153,195,427
)






153,195,427











Proceeds from line of credit


28,000,000



















28,000,000Repayment of line of credit


(2,041,507
)


















(2,041,507
)Repayment of note from related party


67,000



















67,000Cash advances (to) from affiliates


9,100,000







(8,100,000
)










1,000,000Distribution to Barden
    Development, Inc.


(2,385,300
)






(3,679,913
)










(6,065,213
)Net cash used in financing
    activities


(3,527,796
)






(6,254,416
)










(9,782,212
)Net increase (decrease) in cash and
    cash equivalents


2,365,373







(459,632
)


(4,395,606
)






(2,489,865
)Cash and cash equivalents,
    beginning of period


8,564,057







11,588,218



4,395,606







24,547,881Cash and cash equivalents, end of
    period

$
10,929,430


$



$
11,128,586


$



$



$
22,058,016     (a)
    
    Contained within Discontinued Operations are the cash flow
    activities of Fitzgeralds Las Vegas, whose equity interests were
    spun off to Barden Development, Inc. on December 31, 2003
    (see Note 7, Discontinued Operations).(b)
    
    To eliminate inter-company receivables and payables. F-71




---



##### Table of Contents



SCHEDULE II  THE
    MAJESTIC STAR CASINO, LLC AND SUBSIDIARIES
    (A Wholly Owned Subsidiary of Majestic Holdco, LLC.)
    VALUATION AND QUALIFYING ACCOUNTS
    For the Years Ended December 31, 2005, 2004, and
    2003
  Balance at


Charged to


Charged to





Balance atBeginning


Costs and


Other





EndDescriptions

of Year


Expenses


Accounts


Deductions


of YearAllowance for doubtful accounts:Year ended December 31, 2003

$
372,689



205,709



4,758



324,610
(a)

$
258,546Year ended December 31, 2004

$
258,546



576,136







203,442


$
631,240Year ended December 31, 2005

$
631,240



306,673







269,337


$
668,575     (a)
    
    Fitzgeralds Las Vegas allowance for doubtful account
    balances and transactions are not included for the year ended
    December 31, 2003, since the spin-off of Fitzgeralds Las
    Vegas to BDI occurred on December 31, 2003. The allowance
    for doubtful accounts 2003 beginning balance totaling
    $101,356 for Fitzgeralds Las Vegas was deducted from the above
    schedule and is included in the $324,610 in the deductions
    column for the year 2003. F-72




---



##### Table of Contents



REPORT OF
    INDEPENDENT AUDITORS          debtor-in-possession
    
   F-73




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  BALANCE SHEETS
  December 31,2004


2003AssetsCurrent assets:Cash and cash equivalents

$
9,494,000


$
11,386,000Accounts receivable, net of
    allowance for doubtful accounts of $117,000 and $91,000,
    respectively


739,000



970,000Inventories


95,000



326,000Surety bond and related interest


2,190,000



2,230,000Prepaid expenses and other current
    assets


980,000



1,113,000Total current assets


13,498,000



16,025,000Property and equipment:Building and improvements


14,634,000



14,745,000Riverboat and improvements


36,099,000



34,240,000Furniture, fixtures and equipment


45,992,000



46,739,00096,725,000



95,724,000Less accumulated depreciation and
    amortization


44,986,000



41,113,000Net property and equipment


51,739,000



54,611,000Other assets:Investment in Buffington Harbor
    Riverboats, LLC


27,433,000



29,743,000Prepaid rent to Buffington Harbor
    Parking Associates


8,801,000



8,801,000Other assets, net


213,000



4,506,000Total other assets


36,447,000



43,050,000Total assets

$
101,684,000


$
113,686,000Liabilities and
    CapitalCurrent liabilities:Current maturities of long-term
    debt

$
960,000


$
3,476,000Due to affiliates


(19,014,000
)


(4,621,000
)Accounts payable and accrued
    expenses


38,561,000



16,163,000Obligation to City of Gary


3,705,000



4,975,000Total current liabilities


24,212,000



19,993,000Long-term debt, net of current
    maturities


60,000



961,000Long-term debt, subject to
    compromise (see Note 1)


50,558,000



50,558,000Total liabilities


74,830,000



71,512,000Capital:Common stock, no par value,
    1,500 shares authorized, 100 shares issued and
    outstanding


1,000



1,000Additional paid-in capital


61,801,000



61,801,000Accumulated deficit


(34,948,000
)


(19,628,000
)Total capital


26,854,000



42,174,000Total liabilities and capital

$
101,684,000


$
113,686,000    F-74




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  STATEMENTS OF OPERATIONS
  Year Ended
    December 31,2004


2003


2002Revenues:Gaming

$
140,602,000


$
134,851,000


$
128,747,000Hotel


3,204,000



3,281,000



3,331,000Food and beverage


3,150,000



3,068,000



2,891,000Other


1,962,000



1,941,000



1,910,000Gross revenues


148,918,000



143,141,000



136,879,000Less promotional allowances


11,250,000



14,736,000



12,877,000Net revenues


137,668,000



128,405,000



124,002,000Cost and expenses:Gaming


72,443,000



68,335,000



63,038,000Hotel


2,023,000



1,932,000



1,705,000Food and beverage


4,718,000



4,537,000



4,421,000General and administrative


31,547,000



36,577,000



28,184,000Reorganization expense (see
    Note 1)


2,132,000







Depreciation and amortization


7,614,000



7,288,000



6,250,000120,477,000



118,669,000



103,598,000Income from operations


17,191,000



9,736,000



20,404,000Nonoperating income
    (expense):Interest income


(14,000
)


429,000



273,000Interest expense


(8,763,000
)


(7,011,000
)


(3,951,000
)Loss on debt retirement






(1,820,000
)


Other nonoperating income (expense)


573,000



(20,000
)


1,219,000Nonoperating expense, net


(8,204,000
)


(8,422,000
)


(2,459,000
)Income before equity in loss from
    Buffington Harbor Riverboats, LLC, and income taxes


8,987,000



1,314,000



17,945,000Equity in loss from Buffington
    Harbor Riverboats, LLC


(2,449,000
)


(2,396,000
)


(2,448,000
)Provision for income taxes


(21,858,000
)






Net income (loss)

$
(15,320,000
)

$
(1,082,000
)

$
15,497,000    F-75




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  STATEMENTS OF CAPITAL
 Years Ended December 31, 2004, 2003 and 2002
  AccumulatedShares of





Additional





OtherCommon





Paid-In


Accumulated


ComprehensiveStock


Amount


Capital


Deficit


Loss


TotalBalance, December 31,
    2001


100


$
1,000


$
61,801,000


$
(34,043,000
)

$
(372,000
)

$
27,387,000Comprehensive income:Net Income














15,497,000







15,497,000Adjustment for interest rate swap


















(566,000
)


(566,000
)Total Comprehensive income






















14,931,000Balance, December 31,
    2002


100



1,000



61,801,000



(18,546,000
)


(938,000
)


42,318,000Comprehensive loss:Net loss














(1,082,000
)






(1,082,000
)Adjustment for interest rate swap


















938,000



938,000Total comprehensive loss






















(144,000
)Balance, December 31,
    2003


100



1,000



61,801,000



(19,628,000
)






42,174,000Net loss














(15,320,000
)






(15,320,000
)Balance, December 31,
    2004


100


$
1,000


$
61,801,000


$
(34,948,000
)

$



$
26,854,000    F-76




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  STATEMENTS OF CASH FLOWS
  Year Ended
    December 31,2004


2003


2002Cash flows from operating
    activitiesNet income (loss)

$
(15,320,000
)

$
(1,082,000
)

$
15,497,000Adjustments to reconcile net
    income (loss) to net cash provided by operating activities:Depreciation and amortization


7,614,000



7,288,000



6,250,000Amortization of loan costs


340,000



409,000



450,000Provision for doubtful accounts


383,000



189,000



203,000Equity in loss from Buffington
    Harbor, LLC


2,449,000



2,396,000



2,448,000Reorganization expense


1,937,000



1,820,000



Changes in operating assets and
    liabilities:Decrease (increase) in surety bond
    interest receivable


40,000



(412,000
)


1,201,000Increase in accounts receivable


(153,000
)


(50,000
)


(162,000
)Decrease (increase) in inventories


231,000



6,000



(95,000
)Decrease (increase) in prepaid
    expenses and other current assets


133,000



(82,000
)


(436,000
)Decrease in other assets


193,000



297,000



3,444,000(Decrease) increase in accounts
    payable and accrued expenses


(1,795,000
)


6,647,000



(2,813,000
)Increase in state income tax
    payable


21,858,000







(Decrease) in due to affiliates


(12,056,000
)


(1,808,000
)


(10,151,000
)(Decrease) in obligation to City
    of Gary


(1,271,000
)






(4,793,000
)Net cash provided by operating
    activities


4,583,000



15,618,000



11,043,000Cash flows from investing
    activitiesInvestment in Buffington Harbor
    Riverboats, LLC


(139,000
)


(297,000
)


(401,000
)Purchase of property and equipment


(2,831,000
)


(1,780,000
)


(9,910,000
)Net cash used in investing
    activities


(2,970,000
)


(2,077,000
)


(10,311,000
)Cash flows from financing
    activitiesDebt issuance costs






(2,453,000
)


(208,000
)Repayments of debt


(3,505,000
)


(25,259,000
)


(7,535,000
)Proceeds from borrowing






17,660,000



3,045,000Net cash used in financing
    activities


(3,505,000
)


(10,052,000
)


(4,698,000
)Net increase (decrease) in cash
    and cash equivalents


(1,892,000
)


3,489,000



3,966,000Cash and cash equivalents,
    beginning of year


11,386,000



7,897,000



11,863,000Cash and cash equivalents, end of
    year

$
9,494,000


$
11,386,000


$
7,897,000    F-77




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS
 Years
    Ended December 31, 2004, 2003 and 2002
  1.
    Organization
    and Operations 
     and/or
      Chapter 11
    Filing
  www.THCRrecap.com
 F-78




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   1.
    Organization
    and Operations(continued)   Form 10-K debtors-in-possession
      debtor-in-possession
     F-79




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   1.
    Organization
    and Operations(continued)       
    a services agreement that would have a three-year rolling term,
    pay Mr. Trump $2.0 million per year, plus a
    discretionary annual bonus, reimburse Mr. Trump for certain
    travel and customary administrative expenses incurred by
    Mr. Trump in his capacity as chairman, and terminate his
    existing executive agreement;
    an amended and restated trademark license agreement, which would
    grant THCR Holdings a perpetual, exclusive, royalty-free license
    to use Mr. Trumps name and likeness in connection
    with the Debtors casino and gaming activities, subject to
    certain terms and conditions, and terminate
    Mr. Trumps existing trademark license agreement with
    THCR;
    a three-year right of first offer agreement, pursuant to which
    the Trump Organization LLC, Mr. Trumps controlled
    affiliate, would be granted a three-year right of first offer to
    serve as project manager, construction manager
    and/or
    general contractor with respect to construction and development
    projects for casinos, casino hotels and related lodging to be
    performed by third parties on the Debtors existing and
    future properties, subject to certain terms and conditions;
    a voting agreement that would determine the composition of the
    recapitalized Companys board of directors for a certain
    period, subject to certain terms and conditions and applicable
    law; and
    an amended and restated partnership agreement of THCR Holdings,
    which would, among other things, require the affirmative vote of
    Mr. Trump with respect to the sale or transfer of one or more of
    THCRs current properties; provided, however, that THCR
    could sell or transfer such properties without
    Mr. Trumps consent if THCR Holdings indemnified
    Mr. Trump up to an aggregate of $100 million for the
    U.S. federal income tax consequences to Mr. Trump
    associated with such sale or transfer. F-80




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   1.
    Organization
    and Operations(continued)               F-81




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   1.
    Organization
    and Operations(continued)        debtor-in-possession
    Accounting
    Impact of Chapter 11 Filing
  (SOP 90-7)
  SOP 90-7,
    TCH Notes

$
50,558,000  F-82




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   1.
    Organization
    and Operations(continued)    SOP 90-7,
    Write-off of deferred financing
    costs

$
1,291,000Accretion of unamortized debt
    discount


645,000Professional fees and expenses


196,000$
2,132,000       SOP 90-7
  2.
    Summary
    of Significant Accounting Policies 
 Use of
    Estimates
    Revenue
    Recognition
     F-83




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   2.
    Summary
    of Significant Accounting Policies(continued)    Promotional
    Allowances
          Cash and
    Cash Equivalents
    Inventories
    Property
    and Equipment
    Buildings


40 yearsRiverboat


30 yearsFurniture, fixtures and equipment


3-7 years     Investment
    in Buffington Harbor Riverboats, LLC
   F-84




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   2.
    Summary
    of Significant Accounting Policies(continued)      December 312004


2003Cash

$
311,000


$
83,000Total current assets


2,545,000



5,096,000Property, plant, and equipment, net


57,199,000



61,882,000Total assets


59,827,000



67,079,000Total current liabilities


4,657,000



7,223,000Total liabilities


4,962,000



7,612,000Total members equity


54,865,000



59,467,000   Year Ended
    December 312004


2003


2002Gross revenues

$
11,145,000


$
18,435,000


$
16,095,000Operating loss


(4,899,000
)


(4,785,000
)


(4,795,000
)Net loss


(4,931,000
)


(4,791,000
)


(4,849,000
)     Long-Lived
    Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Deferred
    Financing Costs
  SOP 90-7,
  Advertising
    Expense
   F-85




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   2.
    Summary
    of Significant Accounting Policies(continued)    Statements
    of Cash Flows
    Year Ended
    December 312004


2003


2002Cash paid during the year for
    interest

$
8,423,000


$
6,553,000


$
1,909,000Supplemental disclosure of noncash
    activities:Fixed assets purchased under
    capital leases

$
89,000


$
115,000


$
107,000   Derivative
    Instruments and Hedging Activities
  Accounting for
    Derivative Instruments and Hedging Activities Accounting for Certain Derivative
    Instruments and Certain Hedging Activities  an
    Amendment of FASB Statement No. 133.
    Other
    Assets
    Income
    Taxes
  Accounting for Income Taxes.
 F-86




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   2.
    Summary
    of Significant Accounting Policies(continued)    Fair
    Value of Financial Instruments
    New
    Accounting Pronouncements
    Reclassifications
    3.
    Accounts
    Payable and Accrued Expenses 
   2004


2003Trade accounts payable

$
1,527,000


$
1,758,000Accrued compensation and related
    expenses


1,571,000



1,076,000Accrued progressive jackpot
    liability


308,000



532,000Accrued property taxes, income
    taxes and other taxes payable


31,660,000



11,260,000Other


3,495,000



1,537,000$
38,561,000


$
16,163,000    F-87




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   3.
    Accounts
    Payable and Accrued Expenses(continued)     4.
    Long-Term
    Debt 
   2004


2003Notes payable to Trump Casino
    Holdings, L.L.C., interest rate of
    115/8%
    and
    175/8%,
    due 2010(a)

$
50,558,000


$
50,558,000Note payableriverboat and
    hotelNote payable






580,000Note payable(b)


851,000



3,575,000Capitalized leases(c)


169,000



282,00051,578,000



54,995,000Less current maturities


(960,000
)


(3,476,000
)Less Long-term debt subject to
    compromise


(50,558,000
)


(50,558,000
)$
60,000


$
961,000     (a)
    
    In March 2003, TCH and TCF consummated a private placement of
    two issues of mortgage notes consisting of:
    (i) $425,000,000 principal amount of TCH First Priority
    Notes due March 15, 2010, bearing interest at a rate of
    11.625% per year payable in cash, sold at a price of
    94.832% of their face amount for an effective yield of 12.75%,
    and (ii) $50,000,000 principal amount of TCH Second
    Priority Notes due September 15, 2010, bearing interest at
    a rate of 11.625% per year payable in cash, plus 6.0%
    through the issuance of
    payable-in-kind
    notes. As of December 31, 2004, the TCH Notes are
    technically in default based upon the matters described in Note
    1. In order to record its debt instruments at the amount of the
    claim expected to be allowed by the Bankruptcy Court in
    accordance with
    SOP 90-7,
    the Company wrote off as reorganization expense the unamortized
    debt discount and deferred financing costs associated with the
    TCH Notes to record the debt at par value. Additionally, this
    debt has been classified as long- term debt subject to
    compromise on the December 31, 2004 balance sheet pursuant
    to
    SOP 90-7.
    In connection with the TCH Notes offering, Donald J. Trump
    purchased in a concurrent private offering, $15.0 million
    aggregate principal amount of additional TCH Second Priority
    Notes at the same purchase price at which the initial purchasers
    purchased such notes.   F-88




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   4.
    Long-Term
    Debt(continued)     (b)
    
    On May 30, 2003, Trump Indiana, Inc. entered into a loan
    agreement with a bank for $5,000,000. Proceeds from the loan
    were used to purchase slot equipment which secures the loan. The
    loan bears an interest rate of 4.25% and the loan amortizes over
    a 24 month period.(c)
    
    Trump Indiana, Inc. entered into various capital lease
    obligations with interest rates ranging from 3.821% to 14.98%.
    These leases are due at various dates between 2004 and 2007 and
    are secured by underlying real property or equipment.    2005

$
115,0002006


51,0002007


11,000177,000Less amount representing interest


8,000Present value of minimum lease
    payments

$
169,000     5.
    Operating
    Leases 
     2005

$
3,898,0002006


3,491,0002007


3,422,0002008


3,357,0002009


3,291,000Thereafter


8,724,000$
26,183,000      F-89




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   5.
    Operating
    Leases(continued)     6.
    Income
    Taxes 
    F-90




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   6.
    Income
    Taxes(continued)      2004


2003Deferred tax assets:Net operating losses

$
11,407,000


$
9,382,000Amortization of license costs


7,559,000



8,040,000Other


7,067,000



1,601,000Total deferred tax assets


26,033,000



19,023,000Deferred tax liabilities:Depreciation


(9,569,000
)


(9,212,000
)Other


(999,000
)


(999,000
)Total deferred tax liabilities


(10,568,000
)


(10,211,000
)Net deferred tax assets


15,465,000



8,812,000Valuation allowance


(15,465,000
)


(8,812,000
)Net deferred taxes

$



$
         7.
    Commitments
    and Contingencies 
 Indiana
    Gaming Regulations
    Trump
    Indiana Certificate of Suitability and City of Gary Development
    Agreement
  and/or
 F-91




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   7.
    Commitments
    and Contingencies(continued)       Gaming
    Taxes
      Gaming Receipts

Tax %$0  $25 million


15%$25  $50 million


20%$50  $75 million


25%$75  $150 million


30%Over $150 million


35%         Legal
    Proceedings
  debtors-in-possession,
 F-92




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   7.
    Commitments
    and Contingencies(continued)            F-93




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   7.
    Commitments
    and Contingencies(continued)        Other
    Self-Insurance
    Reserves
    8.
    Retirement
    Savings Plan 
   9.
    Transactions
    with Affiliates 
      F-94




---



##### Table of Contents



TRUMP
    INDIANA, INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
   9.
    Transactions
    with Affiliates(continued)    Executive
    Agreement
      Donald J.
    Trump Investment Agreement
    10.
    Consolidated
    Financial Statements of Debtors in Possession 
 SOP 90-7,
 F-95




---



##### Table of Contents



SUPPLEMENTAL
    SCHEDULES
  F-96




---



##### Table of Contents



TRUMP
    INDIANA, INC.
    DEBTORS IN POSSESSION
    CONSOLIDATED STATEMENT OF OPERATIONS
    Period From November 21, 2004 to December 31,
    2004
  2004(In thousands)Revenues

$
13,106Operating expenses


(9,669
)Depreciation and amortization


(792
)Reorganization expense


(2,132
)Income from operations


513Interest income


8Interest expense


(947
)Other


(616
)Loss before equity in loss from
    Buffington Harbor L.L.C. and provision for income tax


(1,042
)Equity in loss from Buffington
    Harbor, L.L.C.


(264
)Loss before income taxes


(1,306
)Provision for income taxes


(400
)Net loss

$
(1,706
)  F-97




---



##### Table of Contents



TRUMP
    INDIANA, INC.
    DEBTORS IN POSSESSION
    CONSOLIDATED STATEMENT OF CASH FLOWS
    Period From November 21, 2004 to December 31,
    2004
  2004(In thousands)Cash flows from operating
    activitiesNet loss from continuing operations

$
(1,706
)Depreciation and amortization


792Reorganization expense


2,132Equity in loss in Buffington Harbor


264Changes in operating assets and
    liabilities:(Increase) decrease in receivables


(142
)(Increase) decrease in inventories


91(Increase) decrease in other
    current assets


(6
)(Increase) decrease in other assets


(403
)Increase (decrease) in accounts
    payable, accrued expenses, and other current liabilities


144Increase (decrease) in other long
    term liabilities


(2
)Net cash flows provided by
    operating activities


1,164Cash flows from investing
    activitiesPurchases of property and
    equipment, net


(597
)Net cash flows used in investing
    activities


(597
)Cash flows from financing
    activitiesDebt payments


(314
)Net cash flows used in financing
    activities


(314
)Net increase in cash and cash
    equivalents


253Cash and cash equivalents at
    beginning of period


9,241Cash and cash equivalents at end
    of period

$
9,494  F-98




---



##### Table of Contents



REPORT OF
    INDEPENDENT AUDITORS
           Ernst & Young LLP
    F-99




---



##### Table of Contents



BUFFINGTON
    HARBOR RIVERBOATS, L.L.C.
  BALANCE SHEETS
  December 31,2004


2003ASSETSCurrent Assets:Cash

$
311,052


$
82,639Trade Receivables


32,723



56,626Inventory


95,707



186,768Prepaid expenses and other current
    assets


261,621



241,824Due from members


1,843,853



4,527,999Total current assets


2,544,956



5,095,856Property, plant, and equipment,
    net


57,199,307



61,881,975Other assets


82,359



101,248Total assets

$
59,826,622


$
67,079,079LIABILITIES AND MEMBERS
    CAPITALCurrent liabilities:Current portion of capital lease
    obligations

$
83,788


$
71,152Account payable


838,069



1,414,654Accrued expense


443,772



390,012Accrued property taxes


3,291,748



5,347,584Total current liabilities


4,657,377



7,223,402Capital lease obligations, net
    of current portion


304,704



388,491Members capital


54,864,541



59,467,186Total liabilities and
    members capital

$
59,826,622


$
67,079,079    F-100




---



##### Table of Contents



BUFFINGTON
    HARBOR RIVERBOATS, L.L.C.
  STATEMENTS
    OF OPERATIONS
  Year Ended
    December 31,2004


2003


2002Revenues:Food and beverage

$



$
757,381


$
1,343,800Related party


10,500,908



16,827,528



13,988,248Other


644,549



849,718



763,317Net revenues


11,145,457



18,434,627



16,095,365Costs and expenses:Food and beverage


1,161,267



1,732,499



2,646,737General and administrative


9,805,323



16,495,832



13,026,312Depreciation


4,897,362



4,788,031



4,848,501Other


180,931



203,724



368,37516,044,883



23,220,086



20,889,925Loss from operations


(4,899,426
)


(4,785,459
)


(4,794,560
)Interest (expense) income,
    net


(31,799
)


(5,409
)


(54,303
)Net loss

$
(4,931,225
)

$
(4,790,868
)

$
(4,848,863
)    F-101




---



##### Table of Contents



BUFFINGTON
    HARBOR RIVERBOATS, L.L.C.
  STATEMENTS
    OF MEMBERS CAPITAL
  Member


RetainedContributions


Deficit


TotalBalance, December 31,
    2001

$
101,316,444


$
(33,518,795
)

$
67,797,649Capital contributions made by
    Trump Indiana, Inc.


358,918







358,918Capital contributions made by The
    Majestic Star Casino, LLC


358,918







358,918Net loss






(4,848,863
)


(4,848,863
)Balance, December 31,
    2002


102,034,280



(38,367,658
)


63,666,622Capital contributions made by
    Trump Indiana, Inc.


295,716







295,716Capital contributions made by The
    Majestic Star Casino, LLC


295,716







295,716Net loss






(4,790,868
)


(4,790,868
)Balance, December 31,
    2003


102,625,712



(43,158,526
)


59,467,186Capital contributions made by
    Trump Indiana, Inc.


164,290







164,290Capital contributions made by The
    Majestic Star Casino, LLC


164,290







164,290Net loss






(4,931,225
)


(4,931,225
)Balance, December 31,
    2004

$
102,954,292


$
(48,089,751
)

$
54,864,541    F-102




---



##### Table of Contents



BUFFINGTON
    HARBOR RIVERBOATS, L.L.C.
  STATEMENTS OF CASH FLOWS
  Years Ended
    December 31,2004


2003


2002Cash Flows From Operating
    Activities:Net loss

$
(4,931,225
)

$
(4,790,868
)

$
(4,848,863
)Adjustments to reconcile net loss
    to net cash flows provided by operating activities:Depreciation


4,897,362



4,788,031



4,848,501Loss on disposal of fixed assets


32,476







10,861Changes in operating assets and
    liabilities:Decrease in trade receivables


23,903



36,161



(66,773
)Decrease (increase) in inventory


91,061



(5,476
)


129,056Increase in prepaid expenses and
    other current assets


(19,797
)


(124,873
)


11,042Decrease in other assets


18,889



7,166



3,064(Decrease) increase in accounts
    payable


(576,585
)


701,778



277,551(Decrease) increase in accrued
    expenses and accrued property taxes


(2,002,076
)


4,302,270



(316,779
)Decrease (increase) in due from
    members


2,684,146



(4,879,166
)


(207,302
)Net cash flows provided by
    operating activities


218,154



35,023



(159,642
)Cash Flows From Investing
    Activities:Purchases of property, plant, and
    equipment, net


(247,170
)


(594,321
)


(825,335
)Cash Flows From Financing
    Activities:Capital contributions, net


328,580



591,432



717,836Principal payments under capital
    lease obligations


(71,151
)






Net cash flows provided by
    financing activities


257,429



591,432



717,836Net increase in cash and cash
    equivalents


228,413



32,134



(267,141
)Cash at Beginning of
    Year


82,639



50,505



317,646Cash at End of Year

$
311,052


$
82,639


$
50,505Supplemental Disclosure of
    Noncash Information:Equipment obtained through capital
    lease

$



$
459,643


$
  F-103




---



##### Table of Contents



BUFFINGTON
    HARBOR RIVERBOATS, L.L.C.
  NOTES
    TO FINANCIAL STATEMENTS
 December 31, 2004
  1.
    Organization
    and Operations 
         2.
    Summary
    of Significant Accounting Policies 
 Use of
    Estimates
    Inventory
  first-in,
  Revenue
    Recognition
     F-104




---



##### Table of Contents



BUFFINGTON
    HARBOR RIVERBOATS, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS(Continued)
   2.
    Summary
    of Significant Accounting Policies(continued)    Advertising
    Costs
    Property,
    Plant, and Equipment
    Land improvements


15 yearsBuilding


40 yearsBuilding improvements


5-10 yearsHarbor improvements


10-15 yearsFurniture, fixtures, and equipment


5 years   Income
    Taxes
    Long-Lived
    Assets
      3.
    Property,
    Plant, and Equipment 
   2004


2003Land and land improvements

$
34,500,080


$
34,500,080Building and improvements


41,346,655



41,205,469Harbor improvements


19,573,497



19,564,697Furniture, fixtures, and equipment


8,260,014



8,625,177Construction-in-progress


75,919



50,476103,756,165



103,945,899Less accumulated depreciation


46,556,858



42,063,924Total property, plant, and
    equipment, net

$
57,199,307


$
61,881,975    F-105




---



##### Table of Contents



BUFFINGTON
    HARBOR RIVERBOATS, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS(Continued)
   4.
    Leases 
   2005

$
111,8392006


111,8392007


111,8392008


111,8392009


9,320456,676Amounts representing interest


(68,184
)388,492Current portion


(83,788
)Long-term portion

$
304,704     5.
    Employee
    Benefit Plan 
   6.
    Commitments
    and Contingencies 
 Indiana
    Gaming Regulations
    Other
     F-106




---



##### Table of Contents



BUFFINGTON
    HARBOR RIVERBOATS, L.L.C.
  NOTES TO
    FINANCIAL STATEMENTS(Continued)
   6.
    Commitments
    and Contingencies(continued)      F-107




---



##### Table of Contents



THE MAJESTIC STAR CASINO,
    LLC
  THE MAJESTIC STAR CAPITAL
    CORP.
  MAJESTIC STAR CASINO CAPITAL
    CORP. II
  Offer to Exchange
 91/2% Senior
    Secured Notes Due 2010,
 which have been registered
    under the Securities Act of 1933,
 for any and all
    outstanding
 91/2% Senior
    Secured Notes Due 2010
  Offer to Exchange
 93/4% Senior
    Notes Due 2011,
 which have been registered
    under the Securities Act of 1933,
 for any and all
    outstanding
 93/4% Senior
    Notes Due 2011
     PROSPECTUS




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN THE PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers  Indemnification
  The
    Majestic Star Casino, LLC
  Section 23-18-4-4
    The
    Majestic Star Casino Capital Corp.
       II-1




---



##### Table of Contents



II-2




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##### Table of Contents



Majestic
    Star Casino Capital Corp. II
           II-3




---



##### Table of Contents



II-4




---



##### Table of Contents



|         |                                               
|-------- | ----------------------------------------------
|Item 21. | Exhibits
    and Financial Statement Schedules







|        |   |                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | - | ---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |   |                       
|No.     |   | Description of Exhibit
|       
|        | 1 | .1**                   |  | Purchase Agreement, dated as of
    December 16, 2005, by and among The Majestic Star Casino,
    LLC, The Majestic Star Casino Capital Corp., and
    Jefferies & Company, Inc., filed as Exhibit 10.1
    to the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference                                                                                                                                                                                                                            
|        | 1 | .2**                   |  | Purchase Agreement, dated as of
    December 16, 2005, by and among The Majestic Star Casino,
    LLC, Majestic Star Casino Capital Corp. II, and
    Jeffries & Company, Inc., filed as Exhibit 10.2 to
    the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference                                                                                                                                                                                                                              
|        | 2 | .1**                   |  | Purchase and Sale Agreement dated
    as of November 2, 2000, by and among Majestic Investor,
    LLC, Fitzgeralds Las Vegas, Inc., 101 Main Street Limited
    Liability Company, Fitzgeralds Mississippi, Inc., Fitzgeralds
    Gaming Corporation and certain affiliates of the foregoing
    parties, filed as Exhibit 2.1 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2000, and incorporated
    herein by reference                                                                                        
|        | 2 | .2**                   |  | First Amendment to Purchase and
    Sale Agreement dated as of December 4, 2000 by and among
    Majestic Investor, LLC, Fitzgeralds Las Vegas, Inc., 101 Main
    Street Limited Liability Company, Fitzgeralds Mississippi, Inc.,
    Fitzgeralds Gaming Corporation and certain affiliates of the
    foregoing parties, filed as Exhibit 2.1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2000, and incorporated
    herein by reference                                                                      
|        | 2 | .3**                   |  | Second Amendment to Purchase and
    Sale Agreement dated as of November  1, 2001, by and
    among Majestic Investor Holdings, LLC, Majestic Investor, LLC,
    Barden Nevada Gaming, LLC, Garden Mississippi Gaming, LLC,
    Barden Colorado Gaming, LLC, Fitzgeralds Las Vegas, Inc., 101
    Main Street Limited Liability Company, Fitzgeralds Mississippi,
    Inc. and Fitzgeralds Gaming corporation, filed as
    Exhibit 2.2 to the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference
|        | 2 | .4**                   |  | Assignment of Interest by Barden
    Development, Inc. and Majestic Investor Holdings, LLC dated as
    of December 31, 2003, filed as Exhibit 2.1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003, and incorporated
    herein by reference                                                                                                                                                                                                                                                                    
|        | 2 | .5**                   |  | Asset Purchase Agreement, dated
    July 12, 2004, by and between Legends Gaming, LLC and
    Barden Colorado Gaming, LLC, filed as Exhibit 2.1 to the
    Companys Current Report on
    Form 8-K
    dated July 12, 2004, and incorporated herein by reference                                                                                                                                                                                                                                                                                            
|        | 2 | .6**                   |  | Amendment No. 1, dated
    February 1, 2005, to Asset Purchase Agreement, dated
    July 12, 2004, by and between Legends Gaming LLC and Barden
    Colorado Gaming, LLC, filed as Exhibit 2.2.1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, and incorporated
    herein by reference                                                                                                                                                                                                                      
|        | 2 | .7**                   |  | Stock Purchase Agreement with
    respect to the stock of Trump Indiana, Inc. (now known as The
    Majestic Star II, Inc.), dated as of November 3, 2005,
    by and among The Majestic Star Casino, LLC and Trump
    Entertainment Resorts Holdings, L.P., filed as Exhibit 2.1
    to the Companys Current Report on
    Form 8-K
    dated November 9, 2005, and incorporated herein by reference                                                                                                                                                      
|        | 3 | .1**                   |  | Amended and Restated Articles of
    Organization of The Majestic Star Casino, LLC, filed as
    Exhibit 3.1 to the Companys Registration Statement,
    No. 333-06489,
    and incorporated herein by reference                                                                                                                                                                                                                                                                                                                                            
|        | 3 | .2**                   |  | Third Amended and Restated
    Operating Agreement of The Majestic Star Casino, LLC dated as of
    March 29, 1996, filed as Exhibit 3.2 to the
    Companys Registration Statement,
    No. 333-06489,
    and incorporated herein by reference                                                                                                                                                                                                                                                                                                            
|        | 3 | .3**                   |  | First Amendment of Third Amended
    and Restated Operating Agreement of The Majestic Star Casino,
    LLC, dated as of June 18, 1999, filed as Exhibit 3.3
    to the Companys Registration Statement,
    No. 333-085089,
    and incorporated herein by reference                                                                                                                                                                                                                                                                                        
|        | 3 | .4**                   |  | Articles of Incorporation of The
    Majestic Star Casino Capital Corp., filed as Exhibit 3.4 to
    the Companys Registration Statement, No.
    333-085089,
    and incorporated herein by reference                                                                                                                                                                                                                                                                                                                                                      

II-5



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##### Table of Contents



|        |   |                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- | - | ---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |   |                       
|No.     |   | Description of Exhibit
|       
|        | 3 | .5**                   |  | Bylaws of The Majestic Star Casino
    Capital Corp., filed as Exhibit 3.5 to the Companys
    Registration Statement,
    No. 333-085089,
    and incorporated herein by reference                                                                                                                                                                                                                                                             
|        | 3 | .6**                   |  | Articles of Incorporation of
    Majestic Star Casino Capital Corp. II                                                                                                                                                                                                                                                                                                                                                                           
|        | 3 | .7**                   |  | Bylaws of Majestic Star Casino
    Capital Corp. II                                                                                                                                                                                                                                                                                                                                                                                              
|        | 3 | .8**                   |  | Amendment to Bylaws of Majestic
    Star Casino Capital Corp. II                                                                                                                                                                                                                                                                                                                                                                                 
|        | 3 | .9**                   |  | Amended and Restated Articles of
    Organization of Barden Colorado Gaming, LLC, filed as
    Exhibit 3.10 to the Companys Registration Statement,
    No. 333-110993,
    and incorporated herein by reference                                                                                                                                                                                                                                
|        | 3 | .10**                  |  | Operating Agreement of Barden
    Colorado Gaming, LLC, filed as Exhibit 3.11 to the
    Companys Registration Statement,
    No. 333-110993,
    and incorporated herein by reference                                                                                                                                                                                                                                                          
|        | 3 | .11**                  |  | Certificate of Formation of Barden
    Mississippi Gaming, LLC, filed as Exhibit 3.12 to the
    Companys Registration Statement,
    No. 333-110993,
    and incorporated herein by reference                                                                                                                                                                                                                                                  
|        | 3 | .12**                  |  | Certificate of Amendment to
    Certificate of Formation of Barden Mississippi Gaming, LLC,
    filed as Exhibit 3.13 to the Companys Registration
    Statement,
    No. 333-110993,
    and incorporated herein by reference                                                                                                                                                                                                                  
|        | 3 | .13**                  |  | Certificate of Amendment to
    Certificate of Formation of Barden Mississippi Gaming, LLC,
    filed as Exhibit 3.14 to the Companys Registration
    Statement,
    No. 333-110993,
    and incorporated herein by reference                                                                                                                                                                                                                  
|        | 3 | .14**                  |  | Amended and Restated Operating
    Agreement of Barden Mississippi Gaming, LLC, filed as
    Exhibit 3.15 to the Companys Registration Statement,
    No.
    333-110993,
    and incorporated herein by reference                                                                                                                                                                                                                              
|        | 3 | .15**                  |  | Restated Certificate of
    Incorporation of The Majestic Star Casino II, Inc.                                                                                                                                                                                                                                                                                                                                                                   
|        | 3 | .16**                  |  | Bylaws of The Majestic Star
    Casino II, Inc.                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 3 | .17**                  |  | Certificate of Formation of
    Buffington Harbor Riverboats, L.L.C.                                                                                                                                                                                                                                                                                                                                                                             
|        | 3 | .18**                  |  | Certificate of Formation of
    Buffington Harbor Parking Associates, LLC                                                                                                                                                                                                                                                                                                                                                                        
|        | 4 | .1**                   |  | Indenture, dated as of
    October 7, 2003, among The Majestic Star Casino, LLC and
    Majestic Star Casino Capital Corp., as issuers, and the
    subsidiary guarantors, as subsidiary guarantors and The Bank of
    New York, as trustee, filed as Exhibit 4.1 to the
    Companys Registration Statement,
    No. 333-110993,
    and incorporated herein by reference                                                                     
|        | 4 | .2**                   |  | Supplemental Indenture, dated as
    of December 21, 2005, among The Majestic Star Casino, LLC
    and Majestic Star Casino Capital Corp., as issuers, and the
    subsidiary guarantors, as subsidiary guarantors and The Bank of
    New York Trust Company, N.A., as trustee, filed as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference                 
|        | 4 | .3**                   |  | Supplemental Indenture, dated as
    of December 21, 2005, among The Majestic Star Casino, LLC
    and Majestic Star Casino Capital Corp., as issuers, and the
    existing and new subsidiary guarantors, as subsidiary guarantors
    and The Bank of New York Trust Company, N.A., as trustee, filed
    as Exhibit 10.4 to the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference
|        | 4 | .4**                   |  | Indenture, dated as of
    December 21, 2005, among The Majestic Star Casino, LLC and
    Majestic Star Casino Capital Corp. II, as issuers, and the
    subsidiary guarantors, as subsidiary guarantors and The Bank of
    New York Trust Company, N.A., as trustee, filed as
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference                           
|        | 4 | .5**                   |  | Registration Rights Agreement,
    dated as of December 21, 2005, among The Majestic Star
    Casino, LLC, The Majestic Star Casino Capital Corp. and
    Jefferies & Company, Inc, with respect to the senior
    secured notes, filed as Exhibit 10.6 to the Companys
    Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference                                                                
|        | 4 | .6**                   |  | Registration Rights Agreement,
    dated as of December 21, 2005, among The Majestic Star
    Casino, LLC, Majestic Star Casino Capital Corp. II and
    Jefferies & Company, Inc, with respect to the senior
    notes, filed as Exhibit 10.7 to the Companys Current
    Report on
    Form 8-K
    dated December  28, 2005, and incorporated herein by
    reference                                                                        

II-6



---



##### Table of Contents



|        |    |                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | -- | ---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |                       
|No.     |    | Description of Exhibit
|       
|        | 4  | .7**                   |  | Intercreditor Agreement, dated as
    of October 7, 2003, between The Bank of New York and Wells
    Fargo Foothill, Inc., filed as Exhibit 4.6 to the
    Companys Registration Statement,
    No. 333-110993,
    and incorporated herein by reference                                                                                                                                                                
|        | 4  | .8**                   |  | First Amendment to Intercreditor
    and Lien Subordination Agreement, dated as of December 21,
    2005, by and among The Majestic Star Casino, LLC, The Bank of
    New York Trust Company N.A., Inc. and Wells Fargo Foothill,
    Inc., filed as Exhibit 4.6 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005, and incorporated
    herein by reference                  
|        | 5  | .1**                   |  | Opinion of Dykema Gossett PLLC                                                                                                                                                                                                                                                                                                                                                                                           
|        | 5  | .2**                   |  | Opinion of Ice Miller LLP                                                                                                                                                                                                                                                                                                                                                                                                
|        | 5  | .3**                   |  | Opinion of Watkins Ludlam
    Winter & Stennis, P.A.                                                                                                                                                                                                                                                                                                                                                                     
|        | 5  | .4**                   |  | Opinion of Robinson
    Waters & ODorisio                                                                                                                                                                                                                                                                                                                                                                               
|        | 10 | .1**                   |  | Loan and Security Agreement, dated
    as of October 7, 2003, by and among The Majestic Star
    Casino, LLC, certain subsidiaries signatory thereto, the lenders
    signatories thereto and Wells Fargo Foothill, Inc., as Agent,
    filed as Exhibit 10.1 to the Companys Registration
    Statement No.
    333-110993,
    and incorporated herein by reference                                                   
|        | 10 | .2**                   |  | Amendment Number One to Loan and
    Security Agreement dated as of May 4, 2004, by and among
    The Majestic Star Casino, LLC, certain subsidiaries signatory
    thereto, the lenders signatories thereto and Wells Fargo
    Foothill, Inc., as Agent, filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2004, and incorporated
    herein by reference
|        | 10 | .3**                   |  | Amendment Number Two to Loan and
    Security Agreement dated as of March  1, 2005, by and
    among The Majestic Star Casino, LLC, certain subsidiaries
    signatory thereto, the lenders signatories thereto and Wells
    Fargo Foothill, Inc., as Agent, filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    dated March 22, 2005, and incorporated herein by reference                   
|        | 10 | .4**                   |  | Amendment Number Three to Loan and
    Security Agreement dated as of June  15, 2005, by and
    among The Majestic Star Casino, LLC, certain subsidiaries
    signatory thereto, the lenders signatories thereto and Wells
    Fargo Foothill, Inc., as Agent, filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    dated August 11, 2005, and incorporated herein by reference                
|        | 10 | .5**                   |  | Amendment Number Four to Loan and
    Security Agreement dated as of December 21, 2005, by and
    among The Majestic Star Casino, LLC, certain subsidiaries
    signatory thereto, the lenders signatories thereto and Wells
    Fargo Foothill, Inc., as Agent, filed as Exhibit 10.8 to
    the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference        
|        | 10 | .6**                   |  | Amendment Number Five to Loan and
    Security Agreement dated as of April  13, 2006, by and
    among The Majestic Star Casino, LLC, certain subsidiaries
    signatory thereto, the lenders signatories thereto and Wells
    Fargo Foothill, Inc., as Agent, filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    dated April 17, 2006, and incorporated herein by reference                 
|        | 10 | .7**+                  |  | Amendment to Letter Agreement,
    dated as of January 1, 2005, between Don H. Barden and The
    Majestic Star Casino, LLC, filed as Exhibit 10.2 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, and incorporated
    herein by reference                                                                                                                                
|        | 10 | .8**+                  |  | Employment Agreement, dated as of
    April 6, 2006, by and between Kirk Saylor and The Majestic
    Star Casino, LLC, filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K dated
    May 15, 2006, and incorporated herein by reference                                                                                                                                                                
|        | 10 | .9**+                  |  | Employment Agreement, dated
    October 21, 2002, between Jon Bennett and The Majestic Star
    Casino, LLC, filed as Exhibit 10.4 to the Companys
    Registration Statement
    No. 333-110993,
    and incorporated herein by reference                                                                                                                                                                              
|        | 10 | .10**+                 |  | Amendment to Employment Agreement,
    dated December 20, 2004, between Jon Bennett and The
    Majestic Star Casino, LLC, filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    dated December 22, 2004, and incorporated herein by
    reference                                                                                                                                               
|        | 10 | .11**+                 |  | Employment Agreement, dated as of
    December 7, 2004, between Steven J. Lemberg and The
    Majestic Star Casino, LLC, filed as Exhibit 10.4 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, and incorporated
    herein by reference                                                                                                                                    

II-7



---



##### Table of Contents



ExhibitNo.

Description of Exhibit10
.12**

Management Agreement, dated as of
    October 7, 2003, between The Majestic Star Casino and
    Barden Development, Inc., filed as Exhibit 10.8 to the
    Companys Registration Statement
    No. 333-110993,
    and incorporated herein by reference10
.13**

Expense Reimbursement Agreement,
    dated as of October 7, 2003, between Barden Nevada Gaming,
    LLC and the Majestic Star Casino, LLC, filed as
    Exhibit 10.9 to the Companys Registration Statement
    No. 333-110993,
    and incorporated herein by reference10
.14**

Development Agreement, dated
    March 26, 1996, by and between the Company and the City of
    Gary, Indiana, filed as Exhibit 10.8 to the Companys
    Registration Statement,
    No. 333-06489,
    and incorporated herein by reference10
.15**

Amendment Number One to
    Development Agreement, dated October 19, 2005, by and among
    The Majestic Star Casino, LLC, Trump Indiana, Inc. and the City
    of Gary, filed as Exhibit 10.9 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005, and incorporated
    herein by reference12
.1**

Computation of Ratio of Earnings
    to Fixed Charges for The Majestic Star Casino, LLC21
.1**

List of Subsidiaries of The
    Majestic Star Casino, LLC23
.1**

Consent of Dykema Gossett PLLC
    (included as part of its opinion filed as Exhibit 5.1)23
.2**

Consent of Ice Miller LLP
    (included as part of its opinion filed as Exhibit 5.2)23
.3**

Consent of Watkins Ludlam
    Winter & Stennis, P.A. (included as part of its opinion
    filed as Exhibit 5.3)23
.4**

Consent of Robinson
    Waters & ODorisio (included as part of its
    opinion filed as Exhibit 5.4)23
.5**

Consent of PricewaterhouseCoopers
    LLP23
.6*

Consents of Ernst & Young
    LLP24
.1*

Powers of Attorney (included on
    the signature page of this Registration Statement)25
.1**

Statement of Eligibility of
    Trustee on
    Form T-1
    with respect to the senior secured notes25
.2**

Statement of Eligibility of
    Trustee on
    Form T-1
    with respect to the senior notes99
.1**

Form of Letter of Transmittal for
    91/2% Senior
    Secured Notes due 201099
.2**

Form of Notice of Guaranteed
    Delivery of
    91/2% Senior
    Secured Notes due 201099
.3**

Form of Letter to DTC Participants
    with respect to
    91/2% Senior
    Secured Notes due 201099
.4**

Form of Letter to Beneficial
    Owners with respect to
    91/2% Senior
    Secured Notes due 2010.99
.5**

Guidelines for Certification of
    Taxpayer Identification Number on
    Form W-9
    with respect to
    91/2% Senior
    Secured Notes due 201099
.6**

Form of Exchange Agent Agreement
    with respect to
    91/2% Senior
    Secured Notes due 201099
.7**

Form of Letter of Transmittal for
    93/4% Senior
    Notes due 201199
.8**

Form of Notice of Guaranteed
    Delivery of
    93/4
    Senior Notes due 201199
.9**

Form of Letter to DTC Participants
    with respect to
    93/4% Senior
    Notes due 201199
.10**

Form of Letter to Beneficial
    Owners with respect to
    93/4% Senior
    Notes due 201199
.11**

Guidelines for Certification of
    Taxpayer Identification Number on
    Form W-9
    with respect to
    93/4% Senior
    Notes due 201199
.12*

Form of Exchange Agent Agreement
    with respect to
    93/4% Senior
    Notes due 2011     *
    
    Filed herewith**
    
    Previously Filed+
    
    Management contract or compensatory plan or arrangement    None.
 II-8




---



##### Table of Contents



Item 22.
    Exhibits
    and Financial Statement Schedules                         II-9




---



##### Table of Contents



SIGNATURES
 
   
  The Majestic Star Casino,
    LLC
  By:
    /s/  Don
    H. Barden    President and Chief Executive Officer
 
  attorney-in-fact attorney-in-fact attorney-in-fact
 
 
   
  Signature

Title/s/  Don
    H. BardenDon
    H. Barden

Chief Executive Officer
    (Principal Executive Officer)/s/  Jon
    S. BennettJon
    S. Bennett

Vice President and Chief Financial
    Officer
    (Principal Financial and
    Principal Accounting Officer)/s/  Patrick
    CruzanPatrick
    Cruzan

Director/s/  Steven
    J. LembergSteven
    J. Lemberg

Executive Vice President of
    Strategic Initiatives and Director/s/  Kirk
    SaylorKirk
    Saylor

Chief Operating Officer and
    Director/s/  Michelle
    S. ShermanMichelle
    S. Sherman

Director/s/  Andrew
    J. WarholaAndrew
    J. Warhola

Director  II-10




---



##### Table of Contents



SIGNATURES














The Majestic Star Casino
    Capital Corp.




| |     |                       
| | --- | ----------------------
| | By: | /s/  Don
    H. Barden







President and Chief Executive Officer







attorney-in-fact attorney-in-fact attorney-in-fact

















|                                          |  |                                                                                                                       |  | 
|----------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------- |  | 
|Signature                                 |  | Title                                                                                                                
|                                         
|/s/  Don
    H. BardenDon
    H. Barden   |  | Chief Executive Officer and
    Director
    (Principal Executive Officer)                                           
|                                          |  |                                                                                                                      
|/s/  Jon
    S. BennettJon
    S. Bennett |  | Vice President and Chief Financial
    Officer
    (Principal Financial Officer and
    Principal Accounting Officer)



II-11



---



##### Table of Contents



SIGNATURES














Majestic Star Casino
    Capital Corp. II




| |     |                       
| | --- | ----------------------
| | By: | /s/  Don
    H. Barden







President and Chief Executive Officer







attorney-in-fact attorney-in-fact attorney-in-fact

















|                                          |  |                                                                                                               |  | 
|----------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | 
|Signature                                 |  | Title                                                                                                        
|                                         
|/s/  Don
    H. BardenDon
    H. Barden   |  | Chief Executive Officer and
    Director
    (Principal Executive Officer)                                   
|                                          |  |                                                                                                              
|/s/  Jon
    S. BennettJon
    S. Bennett |  | Vice President and Chief Financial
    Officer
    (Principal Financial and
    Principal Accounting Officer)



II-12



---



##### Table of Contents



SIGNATURES
 
   
  Barden Colorado Gaming,
    LLC
  By:
    /s/  Don
    H. Barden    President and Chief Executive Officer
 
  attorney-in-fact attorney-in-fact attorney-in-fact
 
 
   
  Signature

Title/s/  Don
    H. BardenDon
    H. Barden

Chief Executive Officer
    (Principal Executive Officer)/s/  Jon
    S. BennettJon
    S. Bennett

Vice President and Chief Financial
    Officer
    (Principal Financial and
    Principal Accounting Officer)  II-13




---



##### Table of Contents



SIGNATURES
 
   
  Barden Mississippi
    Gaming, LLC
  By:
    /s/  Don
    H. Barden    President and Chief Executive Officer
 
  attorney-in-fact attorney-in-fact attorney-in-fact
 
 
   
  Signature

Title/s/  Don
    H. BardenDon
    H. Barden

Chief Executive Officer
    (Principal Executive Officer)/s/  Jon
    S. BennettJon
    S. Bennett

Vice President and Chief Financial
    Officer
    (Principal Financial and
    Principal Accounting Officer)  II-14




---



##### Table of Contents



SIGNATURES
 
   
  Buffington Harbor Parking
    Associates, LLC
  By:
    /s/  Don
    H. Barden    President and Chief Executive Officer
 
  attorney-in-fact attorney-in-fact attorney-in-fact
 
 
   
  Signature

Title/s/  Don
    H. BardenDon
    H. Barden

Chief Executive Officer
    (Principal Executive Officer)/s/  Jon
    S. BennettJon
    S. Bennett

Vice President and Chief Financial
    Officer
    (Principal Financial and
    Principal Accounting Officer)  II-15




---



##### Table of Contents



SIGNATURES
 
   
  Buffington Harbor
    Riverboats, LLC
  By:
    /s/  Don
    H. Barden    President and Chief Executive Officer
 
  attorney-in-fact attorney-in-fact attorney-in-fact
 
 
   
  Signature

Title/s/  Don
    H. BardenDon
    H. Barden

Chief Executive Officer
    (Principal Executive Officer)/s/  Jon
    S. BennettJon
    S. Bennett

Vice President and Chief Financial
    Officer
    (Principal Financial and
    Principal Accounting Officer)  II-16




---



##### Table of Contents



SIGNATURES
 
   
  The Majestic Star Casino
    II, Inc.
  By:
    /s/  Don
    H. Barden    President and Chief Executive Officer
 
  attorney-in-fact attorney-in-fact attorney-in-fact
 
 
   
  Signature

Title/s/  Don
    H. BardenDon
    H. Barden

Chief Executive Officer
    (Principal Executive Officer)/s/  Jon
    S. BennettJon
    S. Bennett

Vice President and Chief Financial
    Officer
    (Principal Financial and
    Principal Accounting Officer)  II-17




---



##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description of Exhibit1
.1**

Purchase Agreement, dated as of
    December 16, 2005, by and among The Majestic Star Casino,
    LLC, The Majestic Star Casino Capital Corp., and
    Jefferies & Company, Inc., filed as Exhibit 10.1
    to the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference1
.2**

Purchase Agreement, dated as of
    December 16, 2005, by and among The Majestic Star Casino,
    LLC, Majestic Star Casino Capital Corp. II, and
    Jeffries & Company, Inc., filed as Exhibit 10.2 to
    the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference2
.1**

Purchase and Sale Agreement dated
    as of November 2, 2000, by and among Majestic Investor,
    LLC, Fitzgeralds Las Vegas, Inc., 101 Main Street Limited
    Liability Company, Fitzgeralds Mississippi, Inc., Fitzgeralds
    Gaming Corporation and certain affiliates of the foregoing
    parties, filed as Exhibit 2.1 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2000, and incorporated
    herein by reference2
.2**

First Amendment to Purchase and
    Sale Agreement dated as of December 4, 2000 by and among
    Majestic Investor, LLC, Fitzgeralds Las Vegas, Inc., 101 Main
    Street Limited Liability Company, Fitzgeralds Mississippi, Inc.,
    Fitzgeralds Gaming Corporation and certain affiliates of the
    foregoing parties, filed as Exhibit 2.1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2000, and incorporated
    herein by reference2
.3**

Second Amendment to Purchase and
    Sale Agreement dated as of November  1, 2001, by and
    among Majestic Investor Holdings, LLC, Majestic Investor, LLC,
    Barden Nevada Gaming, LLC, Garden Mississippi Gaming, LLC,
    Barden Colorado Gaming, LLC, Fitzgeralds Las Vegas, Inc., 101
    Main Street Limited Liability Company, Fitzgeralds Mississippi,
    Inc. and Fitzgeralds Gaming corporation, filed as
    Exhibit 2.2 to the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference2
.4**

Assignment of Interest by Barden
    Development, Inc. and Majestic Investor Holdings, LLC dated as
    of December 31, 2003, filed as Exhibit 2.1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003, and incorporated
    herein by reference2
.5**

Asset Purchase Agreement, dated
    July 12, 2004, by and between Legends Gaming, LLC and
    Barden Colorado Gaming, LLC, filed as Exhibit 2.1 to the
    Companys Current Report on
    Form 8-K
    dated July 12, 2004, and incorporated herein by reference2
.6**

Amendment No. 1, dated
    February 1, 2005, to Asset Purchase Agreement, dated
    July 12, 2004, by and between Legends Gaming LLC and Barden
    Colorado Gaming, LLC, filed as Exhibit 2.2.1 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, and incorporated
    herein by reference2
.7**

Stock Purchase Agreement with
    respect to the stock of Trump Indiana, Inc. (now known as The
    Majestic Star II, Inc.), dated as of November 3, 2005,
    by and among The Majestic Star Casino, LLC and Trump
    Entertainment Resorts Holdings, L.P., filed as Exhibit 2.1
    to the Companys Current Report on
    Form 8-K
    dated November 9, 2005, and incorporated herein by reference3
.1**

Amended and Restated Articles of
    Organization of The Majestic Star Casino, LLC, filed as
    Exhibit 3.1 to the Companys Registration Statement,
    No. 333-06489,
    and incorporated herein by reference3
.2**

Third Amended and Restated
    Operating Agreement of The Majestic Star Casino, LLC dated as of
    March 29, 1996, filed as Exhibit 3.2 to the
    Companys Registration Statement,
    No. 333-06489,
    and incorporated herein by reference3
.3**

First Amendment of Third Amended
    and Restated Operating Agreement of The Majestic Star Casino,
    LLC, dated as of June 18, 1999, filed as Exhibit 3.3
    to the Companys Registration Statement,
    No. 333-085089,
    and incorporated herein by reference3
.4**

Articles of Incorporation of The
    Majestic Star Casino Capital Corp., filed as Exhibit 3.4 to
    the Companys Registration Statement, No.
    333-085089,
    and incorporated herein by reference3
.5**

Bylaws of The Majestic Star Casino
    Capital Corp., filed as Exhibit 3.5 to the Companys
    Registration Statement,
    No. 333-085089,
    and incorporated herein by reference3
.6**

Articles of Incorporation of
    Majestic Star Casino Capital Corp. II3
.7**

Bylaws of Majestic Star Casino
    Capital Corp. II




---



##### Table of Contents



ExhibitNo.

Description of Exhibit3
.8**

Amendment to Bylaws of Majestic
    Star Casino Capital Corp. II3
.9**

Amended and Restated Articles of
    Organization of Barden Colorado Gaming, LLC, filed as
    Exhibit 3.10 to the Companys Registration Statement,
    No. 333-110993,
    and incorporated herein by reference3
.10**

Operating Agreement of Barden
    Colorado Gaming, LLC, filed as Exhibit 3.11 to the
    Companys Registration Statement,
    No. 333-110993,
    and incorporated herein by reference3
.11**

Certificate of Formation of Barden
    Mississippi Gaming, LLC, filed as Exhibit 3.12 to the
    Companys Registration Statement,
    No. 333-110993,
    and incorporated herein by reference3
.12**

Certificate of Amendment to
    Certificate of Formation of Barden Mississippi Gaming, LLC,
    filed as Exhibit 3.13 to the Companys Registration
    Statement,
    No. 333-110993,
    and incorporated herein by reference3
.13**

Certificate of Amendment to
    Certificate of Formation of Barden Mississippi Gaming, LLC,
    filed as Exhibit 3.14 to the Companys Registration
    Statement,
    No. 333-110993,
    and incorporated herein by reference3
.14**

Amended and Restated Operating
    Agreement of Barden Mississippi Gaming, LLC, filed as
    Exhibit 3.15 to the Companys Registration Statement,
    No.
    333-110993,
    and incorporated herein by reference3
.15**

Second Amended and Restated
    Certificate of Incorporation of The Majestic Star
    Casino II, Inc.3
.16**

Amended and Restated Bylaws of The
    Majestic Star Casino II, Inc.3
.17**

Certificate of Formation of
    Buffington Harbor Riverboats, L.L.C.3
.18**

Certificate of Formation of
    Buffington Harbor Parking Associates, LLC4
.1**

Indenture, dated as of
    October 7, 2003, among The Majestic Star Casino, LLC and
    Majestic Star Casino Capital Corp., as issuers, and the
    subsidiary guarantors, as subsidiary guarantors and The Bank of
    New York, as trustee, filed as Exhibit 4.1 to the
    Companys Registration Statement,
    No. 333-110993,
    and incorporated herein by reference4
.2**

Supplemental Indenture, dated as
    of December 21, 2005, among The Majestic Star Casino, LLC
    and Majestic Star Casino Capital Corp., as issuers, and the
    subsidiary guarantors, as subsidiary guarantors and The Bank of
    New York Trust Company, N.A., as trustee, filed as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference4
.3**

Supplemental Indenture, dated as
    of December 21, 2005, among The Majestic Star Casino, LLC
    and Majestic Star Casino Capital Corp., as issuers, and the
    existing and new subsidiary guarantors, as subsidiary guarantors
    and The Bank of New York Trust Company, N.A., as trustee, filed
    as Exhibit 10.4 to the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference4
.4**

Indenture, dated as of
    December 21, 2005, among The Majestic Star Casino, LLC and
    Majestic Star Casino Capital Corp. II, as issuers, and the
    subsidiary guarantors, as subsidiary guarantors and The Bank of
    New York Trust Company, N.A., as trustee, filed as
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference4
.5**

Registration Rights Agreement,
    dated as of December 21, 2005, among The Majestic Star
    Casino, LLC, The Majestic Star Casino Capital Corp. and
    Jefferies & Company, Inc, with respect to the senior
    secured notes, filed as Exhibit 10.6 to the Companys
    Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference4
.6**

Registration Rights Agreement,
    dated as of December 21, 2005, among The Majestic Star
    Casino, LLC, Majestic Star Casino Capital Corp. II and
    Jefferies & Company, Inc, with respect to the senior
    notes, filed as Exhibit 10.7 to the Companys Current
    Report on
    Form 8-K
    dated December  28, 2005, and incorporated herein by
    reference4
.7**

Intercreditor Agreement, dated as
    of October 7, 2003, between The Bank of New York and Wells
    Fargo Foothill, Inc., filed as Exhibit 4.6 to the
    Companys Registration Statement,
    No. 333-110993,
    and incorporated herein by reference




---



##### Table of Contents



|        |    |                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | -- | ---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |                       
|No.     |    | Description of Exhibit
|       
|        | 4  | .8**                   |  | First Amendment to Intercreditor
    and Lien Subordination Agreement, dated as of December 21,
    2005, by and among The Majestic Star Casino, LLC, The Bank of
    New York Trust Company N.A., Inc. and Wells Fargo Foothill,
    Inc., filed as Exhibit 4.6 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005, and incorporated
    herein by reference                  
|        | 5  | .1**                   |  | Opinion of Dykema Gossett PLLC                                                                                                                                                                                                                                                                                                                                                                                           
|        | 5  | .2**                   |  | Opinion of Ice Miller LLP                                                                                                                                                                                                                                                                                                                                                                                                
|        | 5  | .3**                   |  | Opinion of Watkins Ludlam
    Winter & Stennis, P.A.                                                                                                                                                                                                                                                                                                                                                                     
|        | 5  | .4**                   |  | Opinion of Robinson
    Waters & ODorisio                                                                                                                                                                                                                                                                                                                                                                               
|        | 10 | .1**                   |  | Loan and Security Agreement, dated
    as of October 7, 2003, by and among The Majestic Star
    Casino, LLC, certain subsidiaries signatory thereto, the lenders
    signatories thereto and Wells Fargo Foothill, Inc., as Agent,
    filed as Exhibit 10.1 to the Companys Registration
    Statement No.
    333-110993,
    and incorporated herein by reference                                                   
|        | 10 | .2**                   |  | Amendment Number One to Loan and
    Security Agreement dated as of May 4, 2004, by and among
    The Majestic Star Casino, LLC, certain subsidiaries signatory
    thereto, the lenders signatories thereto and Wells Fargo
    Foothill, Inc., as Agent, filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2004, and incorporated
    herein by reference
|        | 10 | .3**                   |  | Amendment Number Two to Loan and
    Security Agreement dated as of March  1, 2005, by and
    among The Majestic Star Casino, LLC, certain subsidiaries
    signatory thereto, the lenders signatories thereto and Wells
    Fargo Foothill, Inc., as Agent, filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    dated March 22, 2005, and incorporated herein by reference                   
|        | 10 | .4**                   |  | Amendment Number Three to Loan and
    Security Agreement dated as of June  15, 2005, by and
    among The Majestic Star Casino, LLC, certain subsidiaries
    signatory thereto, the lenders signatories thereto and Wells
    Fargo Foothill, Inc., as Agent, filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    dated August 11, 2005, and incorporated herein by reference                
|        | 10 | .5**                   |  | Amendment Number Four to Loan and
    Security Agreement dated as of December 21, 2005, by and
    among The Majestic Star Casino, LLC, certain subsidiaries
    signatory thereto, the lenders signatories thereto and Wells
    Fargo Foothill, Inc., as Agent, filed as Exhibit 10.8 to
    the Companys Current Report on
    Form 8-K
    dated December 28, 2005, and incorporated herein by
    reference        
|        | 10 | .6**                   |  | Amendment Number Five to Loan and
    Security Agreement dated as of April  13, 2006, by and
    among The Majestic Star Casino, LLC, certain subsidiaries
    signatory thereto, the lenders signatories thereto and Wells
    Fargo Foothill, Inc., as Agent, filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    dated April 17, 2006, and incorporated herein by reference                 
|        | 10 | .7**+                  |  | Amendment to Letter Agreement,
    dated as of January 1, 2005, between Don H. Barden and The
    Majestic Star Casino, LLC, filed as Exhibit 10.2 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, and incorporated
    herein by reference                                                                                                                                
|        | 10 | .8**+                  |  | Employment Agreement, dated as of
    April 6, 2006, by and between Kirk Saylor and The Majestic
    Star Casino, LLC, filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K dated
    May 15, 2006, and incorporated herein by reference                                                                                                                                                                
|        | 10 | .9**+                  |  | Employment Agreement, dated
    October 21, 2002, between Jon Bennett and The Majestic Star
    Casino, LLC, filed as Exhibit 10.4 to the Companys
    Registration Statement
    No. 333-110993,
    and incorporated herein by reference                                                                                                                                                                              
|        | 10 | .10**+                 |  | Amendment to Employment Agreement,
    dated December 20, 2004, between Jon Bennett and The
    Majestic Star Casino, LLC, filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    dated December 22, 2004, and incorporated herein by
    reference                                                                                                                                               
|        | 10 | .11**+                 |  | Employment Agreement, dated as of
    December 7, 2004, between Steven J. Lemberg and The
    Majestic Star Casino, LLC, filed as Exhibit 10.4 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2004, and incorporated
    herein by reference                                                                                                                                    
|        | 10 | .12**                  |  | Management Agreement, dated as of
    October 7, 2003, between The Majestic Star Casino and
    Barden Development, Inc., filed as Exhibit 10.8 to the
    Companys Registration Statement
    No. 333-110993,
    and incorporated herein by reference                                                                                                                                                                 
|        | 10 | .13**                  |  | Expense Reimbursement Agreement,
    dated as of October 7, 2003, between Barden Nevada Gaming,
    LLC and the Majestic Star Casino, LLC, filed as
    Exhibit 10.9 to the Companys Registration Statement
    No. 333-110993,
    and incorporated herein by reference                                                                                                                                                





---



##### Table of Contents



ExhibitNo.

Description of Exhibit10
.14**

Development Agreement, dated
    March 26, 1996, by and between the Company and the City of
    Gary, Indiana, filed as Exhibit 10.8 to the Companys
    Registration Statement,
    No. 333-06489,
    and incorporated herein by reference10
.15**

Amendment Number One to
    Development Agreement, dated October 19, 2005, by and among
    The Majestic Star Casino, LLC, Trump Indiana, Inc. and the City
    of Gary, filed as Exhibit 10.9 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005, and incorporated
    herein by reference12
.1**

Computation of Ratio of Earnings
    to Fixed Charges for The Majestic Star Casino, LLC21
.1**

List of Subsidiaries of The
    Majestic Star Casino, LLC23
.1**

Consent of Dykema Gossett PLLC
    (included as part of its opinion filed as Exhibit 5.1)23
.2**

Consent of Ice Miller LLP
    (included as part of its opinion filed as Exhibit 5.2)23
.3**

Consent of Watkins Ludlam
    Winter & Stennis, P.A. (included as part of its opinion
    filed as Exhibit 5.3)23
.4**

Consent of Robinson
    Waters & ODorisio (included as part of its
    opinion filed as Exhibit 5.4)23
.5**

Consent of PricewaterhouseCoopers
    LLP23
.6*

Consents of Ernst & Young
    LLP24
.1*

Powers of Attorney (included on
    the signature page of this Registration Statement)25
.1**

Statement of Eligibility of
    Trustee on
    Form T-1
    with respect to the senior secured notes25
.2**

Statement of Eligibility of
    Trustee on
    Form T-1
    with respect to the senior notes99
.1**

Form of Letter of Transmittal for
    91/2% Senior
    Secured Notes due 201099
.2**

Form of Notice of Guaranteed
    Delivery of
    91/2% Senior
    Secured Notes due 201099
.3**

Form of Letter to DTC Participants
    with respect to
    91/2% Senior
    Secured Notes due 201099
.4**

Form of Letter to Beneficial
    Owners with respect to
    91/2% Senior
    Secured Notes due 201099
.5**

Guidelines for Certification of
    Taxpayer Identification Number on
    Form W-9
    with respect to
    91/2% Senior
    Secured Notes due 201099
.6**

Form of Exchange Agent Agreement
    with respect to
    91/2% Senior
    Secured Notes due 201099
.7**

Form of Letter of Transmittal for
    93/4% Senior
    Notes due 201199
.8**

Form of Notice of Guaranteed
    Delivery of
    93/4
    Senior Notes due 201199
.9**

Form of Letter to DTC Participants
    with respect to
    93/4% Senior
    Notes due 201199
.10**

Form of Letter to Beneficial
    Owners with respect to
    93/4% Senior
    Notes due 201199
.11**

Guidelines for Certification of
    Taxpayer Identification Number on
    Form W-9
    with respect to
    93/4% Senior
    Notes due 201199
.12**

Form of Exchange Agent Agreement
    with respect to
    93/4% Senior
    Notes due 2011     *
    
    Filed herewith**
    
    Previously Filed+
    
    Management contract or compensatory plan or arrangement