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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A

                               AMENDMENT NO. 1 TO

  (Mark One)
     [X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

               For the period from inception (September 14, 2001)
                           through December 31, 2001

                                       or

     [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                       Commission file number: 333-81584

   Delaware             MAJESTIC INVESTOR HOLDINGS, LLC         36-4468392

   Delaware             MAJESTIC INVESTOR CAPITAL CORP.         36-4471622

(State or other    (Exact name of registrant as specified    (I.R.S. Employer
jurisdiction of                 in its charter)             Identification  No.)
incorporation or
organization)
                          One Buffington Harbor Drive
                                 Gary, Indiana
                                   46406-3000
                                 (219) 977-7823

        (Registrant's address and telephone number, including area code)
        Securities registered pursuant to section 12(b) of the act: None
        Securities registered pursuant to section 12(g) of the act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.

Yes          No   X
    -----       -----

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

The aggregate market value of the voting stock held by non-affiliates of the
registrant: Not Applicable. The Company has no publicly traded equity
securities.

The number of shares of Common Stock issued and outstanding:  Not Applicable.

                   DOCUMENTS INCORPORATED BY REFERENCE: NONE

                                EXPLANATORY NOTE

The Registrant completed the acquisition  of the assets of three subsidiaries of
Fitzgeralds Gaming Corporation on December 6, 2001. Financial statements for the
acquired business were not available when the Registrant filed its Annual Report
on Form 10-K for the year ended December 31, 2001. In order to comply with Rule
3-02 of Regulation S-X, this Amendment No. 1 to the Annual Report on Form 10-K
for the year ended December 31, 2001 is being filed to include such financial
statements in Item 8 of this Report and to reference such financial data in Item
6 and Item 7 of this Report. For the convenience of the reader, this Amendment
No. 1 includes the full text of all Items (including those not amended).

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                         MAJESTIC INVESTOR HOLDINGS, LLC
                         2001 ANNUAL REPORT ON FORM 10-K/A

                                TABLE OF CONTENTS

<TABLE>
<S>          <C>                                                                             <C>
                                               PART I

Item 1.      Business .......................................................................   1

Item 2.      Properties .....................................................................  23

Item 3.      Legal Proceedings ..............................................................  24

Item 4.      Submission of Matters to a Vote of Security Holders ............................  24

                                               PART II

Item 5.      Market for Registrant's Common Equity and Related Stockholder Matters ..........  24

Item 6.      Selected Consolidated Financial Data ...........................................  24

Item 7.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations ..........................................................  26

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk .....................  43

Item 8.      Financial Statements and Supplementary Data ....................................  43

Item 9.      Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure ...........................................................  43

                                               PART III

Item 10      Directors and Executive Officers of Registrant .................................  43

Item 11.     Executive Compensation .........................................................  44

Item 12.     Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters ................................................  45

Item 13.     Certain Relationships and Related Transactions .................................  47

                                               PART IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K ...............  47
</TABLE>

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                                     PART I

ITEM 1.  BUSINESS

GENERAL

     Majestic Investor Holdings, LLC (the "Company" or the "Registrant," which
may also be referred to as "Investor Holdings," "we," "us" or "our") was formed
on September 14, 2001, as a Delaware limited liability company. The Company is a
multi-jurisdictional gaming company that owns and operates three
Fitzgeralds-brand casino-hotels located in Tunica County, Mississippi
("Fitzgeralds Tunica"), Black Hawk, Colorado ("Fitzgeralds Black Hawk") and
downtown Las Vegas, Nevada ("Fitzgeralds Las Vegas"). As of April 1, 2002, the
Fitzgeralds properties collectively contain approximately 2,903 slot machines,
63 table games and 1,145 hotel rooms.

     The Company has four wholly-owned subsidiaries. Barden Mississippi Gaming,
LLC, organized on March 29, 2001 as a Mississippi limited liability company
("Barden Mississippi"), was formed to hold the Fitzgeralds Tunica assets. Barden
Colorado Gaming, LLC, organized on March 26, 2001 as a Colorado limited
liability company ("Barden Colorado"), was formed to hold the Fitzgeralds Black
Hawk assets. Barden Nevada Gaming, LLC, organized on November 22, 1999 as a
Nevada limited liability company ("Barden Nevada"), was formed to hold the
Fitzgeralds Las Vegas assets. Majestic Investor Capital Corp., incorporated on
August 24, 2001 as a Delaware corporation ("Majestic Investor Capital"), was
formed solely for the purpose of serving as a co-issuer to facilitate the
offering of the Company's 11.653% Senior Secured Notes (the "Investor Holdings
Senior Secured Notes") and has no assets or operations. Barden Mississippi,
Barden Colorado and Barden Nevada have unconditionally and irrevocably, jointly
and severally, guaranteed the Investor Holdings Senior Secured Notes.

     We are wholly-owned by Majestic Investor, LLC, which was formed on
September 12, 2000 as a Delaware limited liability company ("Investor").
Investor is owned by The Majestic Star Casino, LLC, which was formed on December
8, 1993, as an Indiana limited liability company ("Majestic Star"). Majestic
Star is the owner and operator of a riverboat casino located at Buffington
Harbor in Gary, Indiana. Majestic Star is wholly-owned by Barden Development,
Inc., an Indiana corporation and Manager of Majestic Star ("BDI"). BDI is
wholly-owned by Don H. Barden, our Manager, Chairman, President and Chief
Executive Officer.

     On November 22, 2000, Investor entered into a definitive agreement (the
"Purchase Agreement") to purchase substantially all of the assets of Fitzgeralds
Tunica, Fitzgeralds Black Hawk and Fitzgeralds Las Vegas owned by Fitzgeralds
Gaming Corporation ("Fitzgeralds") for approximately $149.0 million in cash,
subject to adjustments, plus the assumption of certain liabilities. On October
16, 2001, Investor assigned all of its rights and obligations under the Purchase
Agreement to the Company as well as all of its assets and liabilities. On
December 6, 2001, the transaction contemplated by the Purchase Agreement was
consummated.

     On December 6, 2001, we (i) issued the Investor Holdings Senior Secured
Notes to fund the acquisition of the Fitzgeralds properties and (ii) entered
into a $15.0 million credit facility with Foothill Capital Corporation (the
"Investor Holdings Credit Facility"). The Investor Holdings Senior Secured Notes
and the lender under the Investor Holdings Credit Facility are collateralized by
substantially all of the Fitzgeralds assets other than certain excluded assets.
Because each of Investor, the Company, Barden Colorado, Barden Nevada and Barden
Mississippi are "unrestricted subsidiaries" under the indenture (the "Majestic
Star Indenture") governing Majestic Star's 10 7/8% Senior Secured Notes (the
"Majestic Star Senior Secured Notes") and Majestic Star's $20.0 million credit
facility (the "Majestic Star Credit

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Facility"), their assets are excluded from the collateral securing the Majestic
Star Senior Secured Notes and the Majestic Star Credit Facility. As such, none
of the Fitzgeralds assets serve as collateral for the Majestic Star Senior
Secured Notes or the Majestic Star Credit Facility. Similarly, none of the
Majestic Star Casino assets serve as collateral for the Investor Holdings Senior
Secured Notes or the Investor Holdings Credit Facility. Accordingly, Majestic
Star's noteholders and the lender under the Majestic Star Credit Facility are
collateralized primarily by the assets of the riverboat casino and gaming
facility in Gary, Indiana and Majestic Star's noteholders and lender have no
recourse to the Fitzgeralds assets. Similarly, the Investor Holdings'
noteholders and the lender under the Investor Holdings Credit Facility are
secured primarily by the Fitzgeralds assets and Investor Holdings' noteholders
and lender have no recourse to the Majestic Star assets. In addition, Majestic
Star and certain of its subsidiaries are prohibited from providing cash or
credit support to Investor Holdings or its subsidiaries or to Investor. Investor
Holdings and its subsidiaries and Investor also are prohibited from engaging in
transactions with Majestic Star and certain of its subsidiaries other than on an
arm's length basis and in accordance with certain other prescribed conditions.

     The executive offices of the Company are located at One Buffington Harbor
Drive, Gary, Indiana 46406-3000, and the Company's telephone number is (219)
977-7823.

OPERATING STRATEGY

     The principle elements of our operating strategy include:

     Focus on Quality and Service at an Affordable Price. The Company's casinos
provide a high-quality casino entertainment experience at an affordable price to
attract middle income guests. We believe these middle income guests constitute
the largest segment of potential gaming customers whom we can then identify,
qualify and target for direct marketing activities. The Company's approach to
business focuses on guest service and includes trained hosts to personally
assist guests; friendly employees; quality food, beverages and lodging at a
moderate price (except for Fitzgeralds Black Hawk, which does not include a
hotel); a mix of gaming machines tailored to its customers; and personal
attention through direct mail promotions and targeted incentives.

     Management recognizes that consistent quality and a comfortable atmosphere
stem from the collective care and friendliness of each team member. Toward this
end, management takes a hands-on approach through active and direct involvement
with team members at all levels.

     The Company believes that such an approach to business creates a
comfortable, familiar and friendly environment that promotes customer loyalty
and satisfaction, enhances playing time, leads to a high rate of repeat business
and is the basis for the further development of the Company's gaming brand and
its reputation for quality and service at an affordable price.

     Promote Gaming Brand. The Company believes it is important to promote its
gaming brand to attract and retain customers. The Fitzgeralds brand developed
into what the Company believes to be a nationally recognized gaming brand by
using a consistent Irish Luck theme throughout the casinos, hotels, restaurants
and bars at all of its properties. The Irish Luck theme incorporates various
aspects of Irish folklore, such as leprechauns, horseshoes, four-leaf clovers,
the Blarney Stone and a pot of gold at the end of a rainbow, as well as Irish
music. The Company believes that this theme creates an exciting and comfortable
environment together with a distinctive brand identity for customers.

     Capitalize on Player Tracking and Extensive Guest Database. Direct
marketing to our guests is a key component of the Company's operating strategy.
Each of the Company's properties contains a player

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tracking system that permits detailed player tracking at each individual
property. The system uses the Fitzgeralds Card to track individual or combined
play at slot machines, table games and keno, as well as food and beverage and
hotel expenditures at each individual property. This player tracking system
allows us to identify players and their gaming preferences and practices and to
develop a comprehensive customer database for marketing and guest services
purposes. The Company's player tracking program allows us to target our
marketing programs to categories of players, including through advertising
programs, promotions, tournaments with substantial cash prizes, special group
and tour packages and other events and incentives designed to promote customer
loyalty and increase repeat business. The Company's tracking system also allows
us to better tailor its pricing, promotions, gaming machine selection and other
guest services to customer preferences. In the future, the Company intends to
fully integrate its tracking system data in order for each related property to
share our data with other related properties and thereby encourage customers of
each individual property to patronize our other properties. The Company and
Majestic Star currently have over 670,000 active players in its Majestic and
Fitzgeralds database.

     The Company also has an established strategy for recruiting and retaining
higher activity casino customers through the reward of certain promotional
allowances, such as direct mail cash back offers for slot customers, and
complimentary food, beverage and entertainment when gaming play warrants.
Promotional allowances are a relatively small percentage of the potential casino
revenue obtainable from these tracked high limit customers.

     Leverage Existing Majestic Star Customer Base. Majestic Star has
established the Club Majestic and Club Majestic Premier Slot Clubs to increase
the frequency of visits by Majestic Star's existing customers. This program
enables Majestic Star to maintain a comprehensive database of information on
approximately 118,000 of its active gaming patrons, including their gaming
levels, duration of play and preferences. Majestic Star uses this information to
create a comprehensive direct mail marketing program. The Company intends to use
this information and its marketing program to market its properties to existing
customers of Majestic Star.

GROWTH STRATEGY

     The Company believes that there are substantial future growth opportunities
within each of the markets where its properties are located, including the
following:

Fitzgeralds Tunica

     A 168-acre, $20 million Tunica River Front Park is under development
adjacent to the Fitzgeralds Tunica property. The park will include a marina and
boat dock facility along the Mississippi River (including space for sight-seeing
paddlewheel riverboats), a historic Mississippi River museum, nature trails,
retail space, and parking. Construction began on the park in mid October 2001,
and the Company expects the park to open in phases beginning in July 2002
through March 2003. Tunica County has assumed the full obligation to fund this
project and will require no financial contribution from the Company. Fitzgeralds
Tunica conveyed approximately 71 acres of the river park land to Tunica County.
As consideration for the conveyance, Tunica County granted the Company certain
rights, easements and licenses to operate a daily excursion boat from the marina
and visitors center or to lease or license its rights hereunder to a third
party. The rights, leases and licenses will expire 15 years from the date of
substantial completion of the marina. The Company has licensed its right to use
the boat dock to a riverboat operator who will provide riverboat excursions
along the Mississippi River from the marina and boat dock. In an effort to
increase customer traffic in the Tunica area, Tunica County also is expanding
its airport into a regional airport, with the first phase of expansion scheduled
for completion in 2003 and the second phase scheduled for completion in 2005.
Although there can be no assurance, the Company believes that both

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the Tunica River Front Park and the regional airport will attract new customers
to the Company's Tunica property.

Fitzgeralds Black Hawk

     The Company believes that the Black Hawk/Central City market has potential
for future growth, in part due to a proposal to improve access to Black Hawk.
The City of Black Hawk Development Authority is currently pursuing plans to
expand the road leading to Black Hawk and construct a tunnel leading to the
downtown gaming area from I-70, the major interstate highway from Denver. A
referendum is anticipated to be held in 2002 to approve the financing for the
proposed tunnel. We cannot be certain that a referendum will be held or, if
held, that the financing for the proposed tunnel will be approved, or if the
financing is approved, when or if the proposed tunnel will be built. During
2001, we authorized and began a $304,000 partial demolition project on property
adjacent to and owned by Fitzgeralds Black Hawk. The property is available for
expansion if market conditions warrant and the Company is currently evaluating
the feasibility of such an expansion to better serve this growing market. One of
the issues concerning such expansion is the issue of whether there is adequate
infrastructure in the Black Hawk market.

Fitzgeralds Las Vegas

     The downtown Las Vegas area has long been the focus of continued efforts to
increase tourist traffic, beginning with the Fremont Street Experience, an
entertainment and retail promenade, which opened in December 1995. The most
recent development is the approximately $100 million Neonopolis project, a
250,000 square foot retail and entertainment venue with a 14 screen movie
theater that is currently expected to open in May 2002. The project will also
include a $32 million, 600 space underground parking garage. This project is
located at the east end of the Fremont Street Experience and across from the
Company's Fitzgeralds Las Vegas property. The Company believes that this project
will attract more potential customers to downtown Las Vegas and shift the focus
of downtown traffic along the Fremont Street Experience towards our Fitzgeralds
Las Vegas property. Additionally, a project has been proposed to visually
enhance the Fremont Street Experience "Sound and Light Shows" by replacing the
existing light display with flat panel display screens which have the capability
to show televised and other multimedia events and programming, thereby
dramatically enhancing the range of entertainment programming options.

     We regularly evaluate possible expansion and acquisition opportunities. We
may undertake these opportunities either alone or with joint venture partners.
The Company's ability to expand will depend upon a number of factors including,
but not limited to: (i) the identification and availability of suitable
locations, and the negotiation of acceptable purchase, lease, joint venture or
other terms; (ii) the securing of required state and local licenses, permits and
approvals, which in some jurisdictions may be limited in number, (iii) political
factors; (iv) the risks typically associated with any new construction; and (v)
the availability of adequate financing or acceptable terms, particularly in
light of restrictive covenants contained in the instruments relating to the
Investor Holdings Senior Secured Notes and the Investor Holdings Credit
Facility, which limit the Company's ability to obtain such financing. As a
result, there can be no assurance that the Company will be able to expand either
its current properties or to add any other additional locations or, if such
expansion occurs, that it will be successful.

COMPETITION

     There is intense competition among companies in the gaming industry, many
of which have greater name recognition and financial and marketing resources
than the Company. In addition to the regional competitors described below
(including gaming operations on Native American lands), the Company competes
with gaming facilities nationwide, including land-based casinos in Nevada and
Atlantic City, not only for customers but also for employees and potential
future gaming sites. The

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Company also competes, to some extent, with other forms of gaming on both a
local and a national level, including state-sponsored lotteries, on and
off-track wagering and card parlors. The recent and continuing expansion of
legalized casino gaming to new jurisdictions throughout the United States has
affected competitive conditions faced by the Company and will continue to do so
in the future. To maintain its competitive position, the Company regularly
evaluates the need to incur capital expenditures to increase the attractiveness
of its properties.

Fitzgeralds Tunica

         Fitzgeralds Tunica competes primarily with nine other dockside gaming
facilities in the Tunica, Mississippi area, five of which are approximately one
mile north of Fitzgeralds Tunica and four of which are approximately four miles
south of Fitzgeralds Tunica. In addition to the substantial competition in the
immediate vicinity of Fitzgeralds Tunica, the Company competes for customers in
Memphis, Tennessee and Little Rock, Arkansas, jurisdictions where gaming is
currently prohibited. The legalization of gaming in either of those
jurisdictions would likely have an adverse impact on our operations at
Fitzgeralds Tunica. There can be no assurance that the State of Tennessee or the
State of Arkansas will not legalize casino gaming in the future.

Fitzgeralds Black Hawk

         Competition has intensified in Black Hawk with the opening of the Lodge
and the Isle of Capri in 1998 and the Riviera and the Mardi Gras in the first
quarter of 2000. In addition, a casino developed by Windsor Woodmont Black Hawk
Resort Corporation and Hyatt Gaming opened on December 19, 2001. All of these
properties are larger than Fitzgeralds Black Hawk, are operated by companies
with greater resources and are located at the eastern end (closest to Denver) of
Black Hawk at the first major intersection off State Highway 119, which may give
them a competitive advantage over Fitzgeralds Black Hawk since they have the
initial opportunity to capture visitors to Black Hawk and Central City from the
Denver metropolitan area. The increased competition may have a material adverse
effect on Fitzgeralds Black Hawk operations. Also, the concentration of these
properties on the south end of the street has shifted the center of gaming
activity away from Fitzgeralds Black Hawk, which is located at the north end of
the street.

         Moreover, there is a fundamental issue concerning the size of the Black
Hawk market and the ability to expand the market because of its mountain
location and the availability of adequate roads and other infrastructure.
Although initiatives to expand gaming venues in Colorado have thus far been
unsuccessful, initiatives, legislation or regulations could be introduced in the
future. The enactment of any new initiative, legislation or regulation
legalizing gaming elsewhere in Colorado could and, if such legalized gaming was
closer to Denver, would have a material adverse effect on Fitzgeralds Black
Hawk.

Fitzgeralds Las Vegas

         Fitzgeralds Las Vegas competes primarily with other downtown casino
properties, casino properties located near the Nevada/California state line and
certain facilities located on the Las Vegas Strip. The Company also believes
that it competes, to a lesser extent, with the local neighborhood casinos and
casino-hotels on the Boulder Strip and in the Laughlin market.

         The Las Vegas market is highly competitive. The Company has experienced
competition from new and existing Las Vegas casino-hotels which have sought to
attract some of the same "middle-income" players, and tour and travel visitors
targeted by Fitzgeralds Las Vegas. The Company anticipates continuing increased
competition for these customers. Moreover, on the Las Vegas Strip, Bellagio with
3,000 rooms opened in 1998; Mandalay Bay, Venetian and Paris with an aggregate
of approximately 9,200 rooms all opened in 1999; and the Aladdin resort with
approximately 2,600 rooms opened in August of

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2000. In addition, casinos catering to local residents also compete for business
from the Company's targeted segment including the Suncoast Casino, which opened
in September 2000, Terrible Herbst, which opened in December 2000 and the Palms,
which opened in December 2001. These new properties, as well as any other major
additions, expansions or enhancements to existing properties by the Company's
competitors, could have a material adverse effect on the Company's business.

FINANCIAL INFORMATION ABOUT SEGMENTS

         For financial information regarding the Company's business segments,
see Note 9 of the Notes to Consolidated Financial Statements.

EMPLOYEES AND UNIONS

         At December 31, 2001, on a consolidated basis, the Company employed
approximately 2,517 persons and had collective bargaining contracts with unions
covering approximately 16% of its employees. The Company believes that its
overall relations with its employees are good.

         At December 31, 2001 Fitzgeralds Tunica and Fitzgeralds Black Hawk
employed approximately 1,230 and 363 people, respectively, none of whom are
represented by a union. At December 31, 2001, Fitzgeralds Las Vegas employed
approximately 924 people, approximately 389 of whom are represented by the
Culinary Workers Union, Local No. 226 and the Bartenders Union, Local 165, under
a five-year contract expiring on May 31, 2002. In addition, four employees are
represented by the United Brotherhood of Carpenters and Joiners of America,
Southern California-Nevada Regional Council of Carpenters and its Affiliated
Local No. 1780, under a three-year contract that expired on July 31, 2001, which
is currently being renegotiated.

TRADE NAMES, TRADEMARKS AND SERVICE MARKS

         We believe Fitzgeralds developed a national gaming brand by using a
consistent Irish Luck theme throughout the casinos, hotels, restaurants and bars
at all of its properties. As part of the Fitzgeralds acquisition, the Company
acquired proprietary rights in registered and common law trade names, trademarks
and service marks used in connection with the business and created to enhance
the Irish Luck theme, gaming activities and the Company's association with the
Fremont Street Experience, including the marks "Fitzgeralds," "Fitz" and the
"Mr. O'Lucky" character design. In connection with the Fitzgeralds acquisition,
the Company also acquired several non-exclusive licenses and supply agreements,
which permit the Company to utilize and offer at its facilities a variety of
casino games, gaming devices and related software and technology which are
subject to certain third party patent, copyright and trademark rights. Under an
exclusive license from the Company, Fitzgeralds retained the right to use the
name "Fitzgeralds" in connection with its operation of its existing casino
property in Reno, Nevada and in connection with any casino properties it may
operate in the future in Northern California, Northern Nevada, Oregon and
Washington. The Company retained all other rights to the Fitzgeralds name and
all Fitzgeralds trademarks, service marks and trade dress for use in connection
with Fitzgeralds Tunica, Fitzgeralds Black Hawk and Fitzgeralds Las Vegas. In
connection with any use of the Fitzgeralds name, the terms of the license
require Fitzgeralds to comply with certain requirements, including operating any
casino property using the Fitzgeralds name in accordance with the Company's
current operating standards. The right of Fitzgeralds to continue to use the
name "Fitzgeralds" may negatively impact the Company's national brand
recognition.

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SEASONALITY

         The gaming operations of the Company's properties may be seasonal and,
depending on the location and other circumstances, the effects of such
seasonality could be significant. The properties' results are affected by
inclement weather in relevant markets. For example, the Fitzgeralds Black Hawk
site, located in

         The Rocky Mountains of Colorado, is subject to snow and icy road
conditions during the winter months. Any such severe weather conditions may
discourage potential customers from visiting the Black Hawk facilities. Also, at
Fitzgeralds Las Vegas, business levels are generally weaker from Thanksgiving
through the middle of January (except during the week between Christmas and New
Year's) and throughout the summer, and generally stronger from mid-January
through Easter and from mid-September through Thanksgiving. At Fitzgeralds
Tunica and Fitzgeralds Black Hawk, business levels are typically weaker from
Thanksgiving through the end of the winter and typically stronger from mid-June
to mid-November. Accordingly, the Company's results of operations are expected
to fluctuate from quarter to quarter and the results for any fiscal quarter may
not be indicative of results for future fiscal quarters.

ENVIRONMENTAL MATTERS

         The Company is subject to certain federal, state and local
environmental, safety and health laws, regulations and ordinances including the
Clear Air Act, Clean Water Act, Occupational Safety and Health Act, Oil
Pollution Act, Resource Conservation Recovery Act and the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
("CERCLA"). In November 2000, independent environmental consultants conducted
Phase Is on all three casino properties and identified no recognized
environmental conditions meriting a Phase II investigation. The Company may
incur material liability if contamination is discovered on any of its
properties, either during the course of future development or in connection with
the properties designated for investigation or remediation, as discussed below.

         Specifically, the Black Hawk and Central City gaming districts,
including the Fitzgeralds Black Hawk site, are located within a 400-square mile
area that in 1983 was designated by the EPA as the Clear Creek/Central City
National Priorities List Site Study Area ("Study Area") pursuant to CERCLA. The
Study Area includes numerous specifically identified areas of mine tailings and
other waste piles caused by historical mining activity in the area, which areas
are the subject of ongoing investigation and clean-up by the EPA and the
Colorado Department of Public Health and Environment ("CDPHE"). CERCLA requires
remediation of sites from which there has been a release or threatened release
of hazardous substances and authorizes the EPA to take any necessary response
actions at Superfund sites, including authorizing potentially responsible
parties ("PRPs") to clean up or contribute to the clean up of a Superfund site.
PRPs are broadly defined under CERCLA, and include past and present owners and
operators of a site. CERCLA imposes strict liability on PRPs, and courts have
commonly held PRPs to be jointly and severally liable for all response costs.

         Fitzgeralds Black Hawk is not within any of the specific areas of the
Study Area currently identified by the EPA and CDPHE for investigation or
remediation. The property on which the Fitzgeralds Black Hawk casino is situated
was not a historical mining site but rather was the location for a general
store. The parking complex for the casino and an adjacent vacant lot, however,
are situated near a historical milling area. To date no remediation requirements
have been recommended or required with regard to any portion of the property
although test borings would likely be required in connection with any future
construction on the expansion parcel of the property. Based on the assessments
to date, we are not aware of any environmental problems affecting Fitzgeralds
Black Hawk which are likely to result in material costs to us. No assurance can
be given, however, that environmental problems will not subsequently be
discovered. Furthermore, the EPA or other governmental authorities could broaden
their

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investigations and identify areas of concern within the site, the Company could
be identified as a PRP, and any liability related thereto could have a material
adverse effect on the Company.

GOVERNMENTAL REGULATION

General

     The ownership and operation of the Company's gaming facilities are subject
to various state and local laws and regulations in the jurisdictions where they
are located. The following is a summary of the provisions of the laws and
regulations applicable to the Company's gaming facilities.

Mississippi Gaming Regulation

     The ownership and operation of casino gaming facilities in Mississippi are
subject to extensive state and local regulations, but primarily the licensing
and/or regulatory control of the Mississippi Gaming Commission (the "Mississippi
Commission"). The Mississippi Gaming Control Act (the "Mississippi Act"), which
legalized dockside casino gaming in Mississippi, is similar to the Nevada Gaming
Control Act. The Mississippi Commission has adopted regulations which are also
similar in many respects to the Nevada gaming regulations.

     The laws, regulations and supervisory procedures of the Mississippi
Commission are based upon declarations of public policy that are concerned with,
among other things:

     .    the prevention of unsavory or unsuitable persons from having a direct
          or indirect involvement with gaming at any time or in any capacity;

     .    the establishment and maintenance of responsible accounting practices
          and procedures;

     .    the maintenance of effective controls over the financial practices of
          licensees, including the establishment of minimum procedures for
          internal fiscal affairs and the safeguarding of assets and revenues,
          providing for reliable record keeping and requiring the filing of
          periodic reports with the Mississippi Commission;

     .    the prevention of cheating and fraudulent practices;

     .    providing a source of state and local revenues through taxation and
          licensing fees; and

     .    ensuring that gaming licensees, to the extent practicable, employ
          Mississippi residents.

     The regulations are subject to amendment and interpretation by the
Mississippi Commission. Changes in Mississippi laws or regulations may limit or
otherwise materially affect the types of gaming that may be conducted and such
changes, if enacted, could have an adverse effect on us and our business,
financial condition and results of operations.

     The Mississippi Act provides for legalized dockside gaming at the
discretion of the fourteen Mississippi counties that border the Gulf Coast or
the Mississippi River, but only if the voters in the applicable county have not
voted to prohibit gaming in that county. In recent years, certain anti-gaming
groups proposed for adoption through the initiative and referendum process
certain amendments to the Mississippi Constitution which would prohibit gaming
in the state. The proposals were declared illegal by Mississippi courts on
constitutional and procedural grounds. The latest ruling was appealed to the
Mississippi Supreme Court, which affirmed the decision of the lower court. If
another such proposal were

                                       8

<PAGE>

to be offered and if a sufficient number of signatures were to be gathered to
place a legal initiative on the ballot, it is possible for the voters of
Mississippi to consider such a proposal in November of 2003. While we are unable
to predict whether such an initiative will appear on a ballot or the likelihood
of such an initiative being approved by the voters, if such an initiative were
passed and gaming were prohibited in Mississippi it would have a significant
adverse effect on us and our business, financial condition and results of
operations.

         As of April 1, 2002, dockside gaming was permissible in nine of the
fourteen eligible counties in the State of Mississippi and gaming operations had
commenced in seven counties. Under Mississippi law, gaming vessels must be
located on the Mississippi River or on navigable waters in eligible counties
along the Mississippi River, or in the waters lying south of the counties along
the Mississippi Gulf Coast. Our Fitzgeralds Tunica casino is located on barges
situated in a specially constructed basin near the Mississippi River. In the
past, whether basins such as the one in which the Fitzgeralds Tunica casino
barges are located constituted "navigable waters" suitable for gaming under
Mississippi law was a controversial issue. The Mississippi Attorney General
issued an opinion in July 1993 addressing legal locations for gaming vessels
under the Mississippi Act, and on May 24, 1993, the Mississippi Commission
approved the location of the casino barges on the Fitzgeralds Tunica site as
legal under the opinion of the Mississippi Attorney General. Since 1993, the
Mississippi Commission has issued or renewed licenses to Fitzgeralds Tunica on
several separate occasions. We believe that Fitzgeralds Tunica is in compliance
with the Mississippi Act and the Mississippi Attorney General's "navigable
waters" opinion. However, no assurance can be given that a court would
ultimately conclude that our Fitzgeralds Tunica barges are located on navigable
waters within the meaning of Mississippi law. If the basin in which our
Fitzgeralds Tunica casino barges are presently located were not deemed navigable
waters within the meaning of Mississippi law, such a decision would have a
material adverse effect on us and our business, financial condition and results
of operations.

         The Mississippi Act permits unlimited stakes gaming on permanently
moored vessels on a 24-hour basis and does not restrict the percentage of space
which may be utilized for gaming. The Mississippi Act permits substantially all
traditional casino games and gaming devices. Only persons who are 21 years of
age or older may wager on games in the state of Mississippi.

         We and any subsidiary of ours that operates a casino in Mississippi (a
"Gaming Subsidiary") are subject to the licensing and regulatory control of the
Mississippi Commission. Each of the Company, Investor, Majestic Star and BDI
have registered under the Mississippi Act as either a publicly traded
corporation (a "Registered Corporation") or a holding company of Barden
Mississippi, the owner and operator of Fitzgeralds Tunica, a licensee of the
Mississippi Commission. BDI, Majestic Star, Investor and the Company, as
registered holding companies or publicly traded corporations, and Barden
Mississippi, as a gaming licensee, are required to submit detailed financial,
operating and other reports to the Mississippi Commission and furnish any other
information which the Mississippi Commission may require. If we are unable to
continue to satisfy the registration requirements of the Mississippi Act, we,
any of our related registered holding companies or publicly traded corporations
and Barden Mississippi cannot own or operate gaming facilities in Mississippi.
No person may become a stockholder of or receive any percentage of profits from
a licensed subsidiary of a registered holding company or publicly traded
corporation without first obtaining licenses and approvals from the Mississippi
Commission. While we have received such approvals in connection with the
licensing of Barden Mississippi, no assurance can be given that we will continue
to receive such approvals in the future.

         A Gaming Subsidiary must maintain a gaming license from the Mississippi
Commission to operate a casino in Mississippi. Such licenses are issued by the
Mississippi Commission, subject to certain conditions, including continued
compliance with all applicable state laws and regulations. There are no
limitations on the number of gaming licenses which may be issued in Mississippi.
Gaming licenses require

                                       9

<PAGE>

the payment of periodic fees and taxes, are not transferable, are issued for a
three-year period (and may be continued for two additional three-year periods)
and must be renewed periodically thereafter. Barden Mississippi's current gaming
license expires in December of 2004. There can be no assurance that any
subsequent application for a license will be approved.

         Certain management personnel of BDI, Majestic Star, Investor and the
Company, and certain management personnel and key employees of Barden
Mississippi must be found suitable or approved by the Mississippi Commission. We
believe that we have obtained, applied for or are in the process of applying for
all necessary findings of suitability with respect to the companies, although
the Mississippi Commission, in its discretion, may require additional persons to
file applications for findings of suitability. In addition, any person having a
material relationship or involvement with us may be required to be found
suitable, in which case those persons must pay the costs and fees associated
with such investigation. The Mississippi Commission may deny an application for
a finding of suitability for any cause that it deems reasonable. Changes in
certain licensed positions must be reported to the Mississippi Commission. In
addition to its authority to deny an application for a finding of suitability,
the Mississippi Commission has jurisdiction to disapprove a change in any
person's corporate position or title and such changes must be reported to the
Mississippi Commission. The Mississippi Commission has the power to require us,
BDI, Majestic Star, Investor and Barden Mississippi to suspend or dismiss
officers, directors, managers, members and other key employees or sever
relationships with other persons who refuse to file appropriate applications or
whom the authorities find unsuitable to act in such capacities. There can be no
assurance that such persons who have filed or will be required to file
applications for findings of suitability will be found suitable by the
Mississippi Commission. Determinations of suitability and questions pertaining
to licensing are not subject to judicial review under the Mississippi Act.

         At any time, the Mississippi Commission has the power to investigate
and require the finding of suitability of any person who becomes the record or
beneficial owner of any security of BDI, Majestic Star, Investor, the Company or
Barden Mississippi, regardless of the percentage of ownership. The Mississippi
Act requires any person who acquires more than five percent of any class of
voting securities of a Registered Corporation, as reported to the Securities and
Exchange Commission ("SEC"), to report the acquisition to the Mississippi
Commission, and such person may be required to be found suitable. Also, any
person who becomes a beneficial owner of more than ten percent of any class of
voting securities of a Registered Corporation must apply for a finding of
suitability by the Mississippi Commission and must pay the costs and fees that
the Mississippi Commission incurs in conducting the investigation. The
Mississippi Commission generally has exercised its discretion to require a
finding of suitability of any beneficial owner of more than five percent of any
class of voting securities of a Registered Corporation, a holding company or a
Gaming Subsidiary. However, the Mississippi Commission has adopted a policy that
permits certain institutional investors to own beneficially up to fifteen
percent of a class of voting securities of a Registered Corporation without a
finding of suitability. If a stockholder who must be found suitable is a
corporation, partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners.

         Any person who fails or refuses to apply for a finding of suitability
or a license within thirty days after being ordered to do so by the Mississippi
Commission may be found unsuitable. The same restrictions apply to a record
owner, if the record owner, after request, fails to identify the beneficial
owner. Any person found unsuitable and who holds, directly or indirectly, any
beneficial ownership of such securities beyond such time as the Mississippi
Commission prescribes, may be guilty of a misdemeanor. We believe that our
compliance with the licensing procedures and regulatory requirements of the
Mississippi Commission will not affect the marketability of our securities. We
may be subject to disciplinary action if, after receiving notice that a person
is unsuitable to be an owner or to have any other relationship with BDI,
Majestic Star, Investor, the Company or Barden Mississippi, the company
involved:

                                       10

<PAGE>

     .    pays the unsuitable person any dividend or other distribution upon
          such person's voting securities;

     .    recognizes the exercise, directly or indirectly, of any voting rights
          conferred by securities held by the unsuitable person;

     .    pays the unsuitable person any remuneration in any form for services
          rendered or otherwise, except in certain limited and specific
          circumstances; or

     .    fails to pursue all lawful efforts to require the unsuitable person to
          divest himself of the securities, including, if necessary, the
          immediate purchase of the securities for cash at a fair market value.

     We may be required to disclose to the Mississippi Commission, upon request,
the identities of the holders of any of our debt or other securities. In
addition, under the Mississippi Act, the Mississippi Commission may in its
discretion require the holder of any debt security of a Registered Corporation
or a registered holding company to file an application, be investigated and be
found suitable to own the debt security if it has reason to believe that the
ownership would be inconsistent with the declared policies of the State.

     Although the Mississippi Commission generally does not require the
individual holders of obligations such as notes to be investigated and found
suitable, the Mississippi Commission retains the discretion to do so for any
reason, including but not limited to, a default, or where the holder of the debt
instrument exercises a material influence over the gaming operations of the
entity in question. Any holder of debt securities required to apply for a
finding of suitability must pay all investigative fees and costs of the
Mississippi Commission in connection with the investigation.

     If the Mississippi Commission determines that a person is unsuitable to own
a debt security, then the Registered Corporation can be sanctioned, including
the loss of its approvals, if without the prior approval of the Mississippi
Commission, it:

     .    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.

     Each of BDI, Majestic Star, Investor, the Company and Barden Mississippi is
required to maintain in Mississippi a current ledger with respect to the
ownership of its equity securities which must reflect the record ownership of
each outstanding ownership interest in the company. The ledgers must be
available for inspection by the Mississippi Commission at any time. If any
securities are held in trust by an agent or by a nominee, the record holder may
be required to disclose the identity of the beneficial owner to the Mississippi
Commission. A failure to make such disclosure may be grounds for finding the
record holder unsuitable. We and Barden Mississippi must also render maximum
assistance in determining the identity of the beneficial owner of any of the
voting securities of us or our affiliates.

                                       11

<PAGE>

         The Mississippi Act requires that the certificates representing
securities of a Registered Corporation bear a legend indicating that the
securities are subject to the Mississippi Act and the regulations of the
Mississippi Commission. The Mississippi Commission has the power to impose
additional restrictions on the holders of our securities at any time.

         Substantially all material loans, leases, sales of securities and
similar financing transactions by a Registered Corporation or a Gaming
Subsidiary must be reported to or approved by the Mississippi Commission. A
Gaming Subsidiary may not make a public offering of its securities, but may
pledge or mortgage casino facilities. A Registered Corporation may not make a
public offering of its securities without the prior approval of the Mississippi
Commission if any part of the proceeds of the offering is to be used to finance
the construction, acquisition or operation of gaming facilities in Mississippi
or to retire or extend obligations incurred for those purposes. Such approval,
if given, does not constitute a recommendation or approval of the investment
merits of the securities subject to the offering.

         Under the regulations of the Mississippi Commission, Barden Mississippi
may not guarantee a security issued by us or any other affiliated company
pursuant to a public offering, or pledge the assets of Barden Mississippi to
secure payment or performance of the obligations evidenced by the security
issued by the affiliated company, without the prior approval of the Mississippi
Commission. A pledge of the equity securities of a gaming licensee and the
foreclosure of such a pledge are ineffective without the prior approval of the
Mississippi Commission. Moreover, restrictions on the transfer of an equity
security issued by a Mississippi gaming licensee or a registered holding company
and agreements not to encumber such securities are ineffective without the prior
approval of the Mississippi Commission.

         Changes in control of BDI, Majestic Star, Investor, the Company or
Barden Mississippi, whether through merger, consolidation, acquisition of
assets, management or consulting agreements or any act or conduct by a person by
which he or she obtains control, may not occur without the prior approval of the
Mississippi Commission. Entities seeking to acquire control of one or more of
these companies must satisfy the Mississippi Commission in a variety of
stringent standards prior to assuming control of any such company. The
Mississippi Commission may also require controlling stockholders, officers,
directors, and other persons having a material relationship or involvement with
the entity proposing to acquire control, to be investigated and licensed as part
of the approval process relating to the transaction.

         The Mississippi legislature has declared that some corporate
acquisitions opposed by management, repurchases of voting securities and other
corporate defense tactics that affect corporate gaming licensees in Mississippi
and Registered Corporations, may be injurious to stable and productive corporate
gaming. The Mississippi Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Mississippi's gaming industry and to further Mississippi's policy to:

         .    assure the financial stability of corporate gaming operators and
              their affiliates;

         .    preserve the beneficial aspects of conducting business in the
              corporate form; and

         .    promote a neutral environment for the orderly governance of
              corporate affairs.

         Approvals are, in certain circumstances, required from the Mississippi
Commission before a Registered Corporation may make exceptional repurchases of
voting securities (such as repurchases which treat holders differently) in
excess of the current market price and before a corporate acquisition opposed by
management can be consummated. Mississippi's gaming regulations also require
prior approval by the Mississippi Commission of a plan of recapitalization
proposed by the Registered Corporation's board of

                                       12

<PAGE>

directors in response to a tender offer made directly to the Registered
Corporation's stockholders for the purpose of acquiring control of the
Registered Corporation.

         None of BDI, Majestic Star Casino, Investor, the Company or Barden
Mississippi may engage in gaming activities in Mississippi while also conducting
gaming operations outside of Mississippi without approval of the Mississippi
Commission. The Mississippi Commission may require determinations that, among
other things, there are means for the Mississippi Commission to have access to
information concerning the out-of-state gaming operations of us and our
affiliates. We have received a waiver of foreign gaming approval from the
Mississippi Commission for the gaming operations of Majestic Star in Indiana and
for our operations in Colorado and Nevada. We will be required to obtain the
approval or a waiver of such approval from the Mississippi Commission prior to
engaging in any additional future gaming operations outside of Mississippi.
There can be no assurance that any such approvals will be obtained.

         If the Mississippi Commission determined that we, BDI, Majestic Star,
Investor or Barden Mississippi violated a gaming law or regulation, the
Mississippi Commission could limit, condition, suspend or revoke the approvals
of any such company and the license of Barden Mississippi, subject to compliance
with certain statutory and regulatory procedures. In addition, we, BDI, Majestic
Star, Investor, Barden Mississippi and the persons involved could be subject to
substantial fines for each separate violation. Because of such a violation, the
Mississippi Commission could attempt to appoint a supervisor to operate the
casino facilities. Limitation, conditioning or suspension of any gaming license
or approval or the appointment of a supervisor could (and revocation of any
gaming license or approval would) materially adversely affect us and our
business, financial condition and results of operations.

         License fees and taxes, computed in various way depending on the type
of gaming involved, are payable to the State of Mississippi and to the counties
and cities in which a Gaming Subsidiary's operations are conducted. Depending
upon the particular fee or tax involved, these fees and taxes are payable either
monthly, quarterly or annually. Gaming taxes are based upon:

         .    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.

         The license fee payable to the State of Mississippi is based upon
"gaming receipts" (generally defined as gross receipts less payouts to customers
as winnings) and the current maximum tax rate imposed is eight percent of all
gaming receipts in excess of $134,000. The foregoing license fees paid by Barden
Mississippi are allowed as a credit against Barden Mississippi's Mississippi
income tax liability for the year paid. The gross revenue fee imposed by Tunica
County equals approximately four percent of the gaming receipts.

         The Mississippi Commission adopted a regulation requiring, as a
condition of licensure or license renewal, that an existing gaming
establishment's plan include a 500-car parking facility in close proximity to
the casino complex and infrastructure facilities which will amount to at least
twenty-five percent of the casino cost. These requirements were met with the
opening of the Fitzgeralds Tunica Hotel and related facilities in 1996. The
Mississippi Commission later adopted amendments to the regulation that would
increase the infrastructure development requirement from twenty-five to one
hundred percent. However, the regulation amendment increasing the infrastructure
requirement grandfathers existing licensees and

                                       13

<PAGE>

applies only to new casino projects and casinos that are not operating at the
time of acquisition or purchase, and therefore would not apply to Fitzgeralds
Tunica.

         The sale of alcoholic beverages, including beer and wine, at
Fitzgeralds Tunica is subject to licensing, control and regulation by both the
local jurisdiction and the Alcoholic Beverage Control Division (the "ABC") of
the Mississippi State Tax Commission. Fitzgeralds Tunica is in an area
designated as a special resort area, which allows Fitzgeralds Tunica to serve
alcoholic beverages on a 24-hour basis. The ABC requires that all equity owners
and managers file personal record forms and fingerprint forms for their
licensing process. In addition, owners of more than 5% of Barden Mississippi's
equity and Barden Mississippi's officers, members and managers must submit
detailed financial information to ABC for licensing. All such licenses are
revocable and are non-transferable. The Mississippi State Tax Commission has
full power to limit, condition, suspend or revoke any such license, and any such
disciplinary action could (and revocation would) have a material adverse effect
on us and Barden Mississippi's operations at Fitzgeralds Tunica.

Colorado Gaming Regulation

         Colorado legalized limited gaming by constitutional amendment approved
by Colorado voters on November 6, 1990. The Colorado legislature thereafter
enacted the Limited Gaming Act of 1991 (the "Colorado Act") to implement the
provisions of the constitutional amendment, and limited gaming commenced in
Colorado on October 1, 1991. The Colorado Act authorizes limited gaming only in
certain designated commercial districts of Central City, Black Hawk and Cripple
Creek, Colorado. Limited gaming consists of poker, blackjack and slot machines,
all with maximum single bets of five dollars. Only persons aged 21 or older may
participate in limited gaming, and limited gaming and the sale of alcoholic
beverages are prohibited between the hours of 2:00 a.m. and 8:00 a.m. Limited
gaming is only allowed on premises licensed for that purpose, and the licensed
premises of any building may not exceed 35% of the square footage of the
building and no more than 50% of any floor of such building. There is no
limitation on the size of any structure or total square footage devoted to
limited gaming.

         The following statutory and regulatory requirements are applicable to
the Company since its acquisition of the Fitzgeralds assets. Barden Colorado
holds the Company's Colorado gaming license.

         On October 18, 2001, the Colorado Limited Gaming Control Commission
issued operators and retailers licenses to Barden Colorado. The operators
license was effective as of October 18, 2001. The retailers license, which
permits the actual conduct of gaming by Barden Colorado, became effective upon
the happening of certain standard conditions for retail licenses and gaming
commenced under Barden Colorado's retail license on December 7, 2001. These
conditions apply to all gaming licenses in the State of Colorado and are as
follows:

         .    Confirmation that a valid certificate of occupancy has been issued
              by the appropriate local authorities for the building in which
              limited gaming is to be conducted;

         .    Confirmation by the local historical preservation commission that
              the building in which limited gaming is to be conducted meets the
              architectural requirements of the Limited Gaming Act of 1991;

         .    Certification by the appropriate local official that the building
              in which limited gaming is to be conducted meets the standards for
              fire safety set forth in the Limited Gaming Act of 1991;

                                       14

<PAGE>

         .    Certification by the appropriate local official that access to the
              building for the handicapped has been approved, as required by the
              Limited Gaming Act of 1991; and

         .    Surrender of any retail license previously issued for the premises
              to be occupied by the new retail license.

         Pursuant to the Colorado Act and the rules and regulations promulgated
thereunder (collectively, the "Colorado Gaming Regulations"), the ownership and
operation of limited gaming facilities in Colorado, however acquired, are
subject to extensive regulation. The Colorado Act created the Division of Gaming
(the "Colorado Division") within the Colorado Department of Revenue and the
Colorado Limited Gaming Control Commission (the "Colorado Gaming Commission") to
license, implement, regulate, and supervise the conduct of limited gaming. The
Director of the Colorado Division (the "Colorado Director"), under the general
supervision of the Colorado Gaming Commission, is granted broad powers to ensure
compliance with the Colorado Act and the rules. The Colorado Act now provides
that the provisions which established the Colorado Division are repealed
effective July 1, 2003, unless continued by act of the General Assembly. This is
a "sunset" provision common in assessing the continuing necessity for the
existence of administrative agencies within Colorado. If the repeal takes
effect, Colorado law provides a procedure for winding up the affairs of the
Colorado Division, public hearings, analysis and evaluation, and for determining
claims by or against the Colorado Division. The potential effect of the possible
repeal upon the regulatory structure governing limited gaming is unknown.

         The Colorado Act declares public policy on limited stakes gaming to be
that:

         .    the success of limited stakes gaming is dependent upon public
              confidence and trust that licensed limited stakes gaming is
              conducted honestly and competitively, the rights of the creditors
              of licensees are protected and gaming is free from criminal and
              corruptive elements;

         .    public confidence and trust can be maintained only by strict
              regulation of all persons, locations, practices, associations and
              activities related to the operation of licensed gaming
              establishments and the manufacture or distribution of gaming
              devices and equipment;

         .    all establishments where limited stakes gaming is conducted and
              where gambling devices are operated and all manufacturers, sellers
              and distributors of certain gambling devices and equipment must
              therefore be licensed, controlled and assisted to protect the
              public health, safety, good order and the general welfare of the
              inhabitants of the state to foster the stability and success of
              limited stakes gaming and to preserve the economy and free
              competition in Colorado; and

         .    no applicant for a license or other approval has any right to a
              license or to the granting of the approval sought.

         The Colorado Gaming Commission may issue: (1) slot machine or
distributor; (2) operator; (3) retail gaming; (4) support; and (5) key employee
gaming licenses. The first three licenses require annual renewal by the Colorado
Gaming Commission. Support and key employee licenses are issued for two-year
periods and are renewable by the Division Director. The Colorado Gaming
Commission has broad discretion to condition, suspend for up to six months,
revoke, limit or restrict a license at any time and also has the authority to
impose fines.

         A retail gaming license is required for all persons conducting limited
stakes gaming on their premises. In addition, an operator license is required
for all persons who engage in the business of placing and

                                       15

<PAGE>

operating slot machines on the premises of a retailer. However, a retailer is
not required to hold an operator license. No person may have an ownership
interest in more than three retail licenses.

         The Colorado Act requires that every officer, director, and stockholder
of private corporations or equivalent office or ownership holders for
non-corporate applicants, and every officer, director or stockholder holding
either a 5% or greater interest or controlling interest of a publicly traded
corporation or owners of an applicant or licensee, shall be a person of good
moral character and submit to a full background investigation conducted by the
Colorado Division and the Colorado Gaming Commission. The Colorado Gaming
Commission may require any person having an interest in a license or a licensee
to undergo a full background investigation and pay the cost of investigation in
the same manner as an applicant. Limited disclosure forms are required of those
persons holding any equity interest in a non-publicly traded applicant.

         In addition, all persons loaning monies, goods, or real or personal
property to a licensee or applicant, or having any interest in a licensee or
applicant, or entering into any agreement with a licensee or applicant, must
provide any information requested by the Colorado Division or Colorado Gaming
Commission, and in the discretion of the Colorado Division or the Colorado
Gaming Commission, these persons must supply all information relevant to a
determination of any such person's suitability for licensure and must submit to
a full background investigation if ordered by the Colorado Gaming Commission.
Failure to promptly provide all information requested, or to submit to a
suitability or background investigation, may result in the denial of a license
application, suspension or revocation of an existing license, termination of any
lease, note arrangement, or agreement between the applicant or licensee and the
person requested to provide the information, and other sanctions. Investigations
for suitability, background, or any other reason may delay a license application
or the operation under any agreement with a licensee. All agreements, contracts,
leases or arrangements in violation of the Colorado Act or the rules are void
and unenforceable.

         Persons found unsuitable by the Colorado Gaming Commission may be
required immediately to terminate any interest in, association or agreement
with, or relationship to a licensee. A finding of unsuitability with respect to
any officer, director, employee, associate, lender or beneficial owner of a
licensee or applicant may also jeopardize the licensee's license or applicant's
license application. Licenses may be conditioned upon termination of any
relationship with unsuitable persons.

         The Colorado Act and the rules require licensees to maintain detailed
books and records which accurately account for all monies and business
transactions. Books and records must be furnished upon demand to the Colorado
Gaming Commission, the Colorado Division and other law enforcement authorities.
The rules also establish extensive playing procedures, standards, requirements
and rules of play for poker, blackjack and slot machines.

         Retail gaming licensees must, in addition, adopt comprehensive internal
control procedures governing their limited gaming operations. Such procedures
include the areas of accounting, internal fiscal control, surveillance,
security, cashier operations, key control, reporting procedures, personnel
procedures and fill and drop procedures, among others. Such procedures must be
approved in advance by the Colorado Division. Licensees are prohibited from
engaging in fraudulent acts which include, among other things, misrepresenting
the probabilities of pay out, improperly canceling a bet, conducting limited
gaming without a valid license and employing an unlicensed person in a position
which requires a licensed employee. Licensees must report to the Colorado
Division all licenses, and all applications for licenses, in foreign
jurisdictions.

         With limited exceptions applicable to licensees that are publicly
traded entities, no person, including persons who may acquire an interest in a
licensee pursuant to a foreclosure, may sell, lease, purchase, convey or acquire
any interest in a retail gaming or operator license or business without the
prior approval of the Colorado Gaming Commission.

                                       16

<PAGE>


         The rules impose certain additional restrictions and reporting and
filing requirements on publicly traded entities holding gaming licenses in
Colorado and on gaming licensees in Colorado owned directly or indirectly, 5% or
more, by publicly traded entities.

         A licensee or affiliated company or any controlling person of a license
or affiliated company, which commences a public offering of voting securities,
must notify the Colorado Gaming Commission, with regard to a public offering to
be registered with the SEC, no later than ten business days after the initial
filing of a registration statement with the SEC, or, with regard to any other
type of public offering, no later than ten business days prior to the public use
or distribution of any offering document, if: 1) the licensee, affiliated
company or a controlling person thereof, intending to issue the voting
securities is not a publicly traded corporation; or 2) if the licensee,
affiliated company or controlling person thereof, intending to issue the voting
securities is a publicly traded corporation, and if the proceeds of the
offering, in whole or in part, are intended to be used: a) to pay for
construction of gaming facilities in Colorado to be owned and operated by the
licensee; b) to acquire any direct or indirect interest in gaming facilities in
Colorado; c) to finance the operation by the licensee of gaming facilities in
Colorado; or d) to retire or extend obligations incurred for one or more of the
purposes set forth in subsections a, b, or c above.

         Any licensee notifying the Colorado Gaming Commission of a public
offering must provide specific information as set forth in the Colorado Gaming
Regulations. All offering material provided to the SEC must also be provided to
the Colorado Gaming Commission.

         Such entities also must include certain provisions in their charter or
other organizational documents restricting the transfer of interests in the
entity except in compliance with the Colorado Act. The Colorado Gaming
Commission may require persons affiliated with, and certain direct or indirect
owners of, such transferees to apply for a finding of suitability. If found
unsuitable, such persons must terminate their relationship with the entity and
such owners must sell their interest back to the issuer or to a suitable person
approved by the Colorado Gaming Commission.

         The State of Colorado has enacted an annual tax on the adjusted gross
proceeds ("AGP") from limited gaming. AGP is generally defined as the amounts
wagered minus payments to players. For poker, AGP means those sums wagered on a
hand retained by the licensee as compensation. Currently, the gaming tax on AGP
ranges between 0.25% and 20%. The gaming tax is paid monthly, with licensees
required to file returns by the 15th of the following month. Effective July 1 of
each year, the Colorado Gaming Commission establishes the gaming tax rates for
the following 12 months. Under the Constitution of the State of Colorado, the
Colorado Gaming Commission may increase the gaming tax rate to as much as 40% of
AGP. Since July 1, 1999, the Colorado Commission has set a gaming tax rate of
0.25% on adjusted gross gaming proceeds of up to and including $2 million, 2%
over $2 million up to and including $4 million, 4% over $4 million up to and
including $5 million, 11% over $5 million up to and including $10 million, 16%
over $10 million up to and including $15 million, and 20% over $15 million.

         The Colorado Commission also may impose device fees. Effective July 1,
1999, the Colorado Commission eliminated annual device fees. Despite the
elimination of the annual device fee, casinos are still required to obtain
device stamps from the Colorado Division of Gaming and must follow device
tracking procedures. The town of Black Hawk imposes an annual device fee on each
slot machine, black jack and poker table in the current amount of $750.00 per
device. Black Hawk also imposes taxes and fees on other aspects of the
businesses of gaming licensees, such as parking, liquor license and other
municipal taxes and fees. It is not unreasonable to expect substantial increases
in these fees or the imposition of new taxes and fees.

                                       17

<PAGE>

         Violations of the Colorado Act, or any of the rules, is a criminal
offense. Persons violating the Colorado Act or the rules may, in addition to any
gaming license suspension or revocation, or administrative fine be subject to
criminal prosecution resulting in incarceration, fines or both.

         The sale of alcoholic beverages in gaming establishments is subject to
strict licensing, control and regulation by state and local authorities.
Alcoholic beverage licenses are revocable and non-transferable. State and local
licensing authorities have full power to limit, condition, suspend or revoke any
such licenses. Violation of these state alcoholic beverage laws is a criminal
offense, and violators are subject to criminal prosecution, incarceration and
fines.

Nevada Gaming Regulation

         The ownership and operation of casino gaming facilities in Nevada are
subject to the Nevada Gaming Control Act and the regulations promulgated
thereunder (the "Nevada Act") and to the licensing and regulatory control of the
Nevada Gaming Commission (the "Nevada Commission"), the Nevada State Gaming
Control Board (the "Nevada Board") and various local ordinances and regulations,
including, without limitation, applicable city and county gaming and liquor
licensing authorities (collectively, the "Nevada Gaming Authorities").

         The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things:

         .    the prevention of unsavory or unsuitable persons from having a
              direct or indirect involvement with gaming at any time or in any
              capacity;

         .    the establishment and maintenance of responsible accounting
              practices and procedures;

         .    the maintenance of effective controls over the financial practices
              of licensees, including the establishment of minimum procedures
              for internal fiscal affairs and the safeguarding of assets and
              revenues, providing reliable record keeping and filing periodic
              reports with the Nevada Gaming Authorities;

         .    the prevention of cheating and fraudulent practices; and

         .    providing a source of state and local revenues through taxation
              and licensing fees.

         Changes in such laws, regulations and procedures could have an adverse
effect on our gaming operations.

         The Company and Barden Nevada are required to be licensed by the Nevada
Gaming Authorities. The gaming licenses require the periodic payment of fees and
taxes and are not transferable. In addition, the Company has been registered by
the Nevada Commission as a "registered corporation" and found suitable to own
the stock of Barden Nevada. BDI, Majestic Star and Investor also have been
registered with the Nevada Commission and found suitable to own the stock of
their direct wholly-owned subsidiaries. Barden Nevada serves as the Company's
corporate gaming licensee under the terms of the Nevada Act. No person may
become a stockholder of, or receive any percentage of profits from, a corporate
gaming licensee without first obtaining licenses and approvals from the Nevada
Gaming Authorities. The Company and Barden Nevada have obtained from the Nevada
Gaming Authorities the various registrations, findings of suitability,
approvals, permits and licenses required in order to engage in gaming activities
in Nevada.

                                       18

<PAGE>


         A registered corporation is required to periodically submit detailed
financial operating reports to the Nevada Commission and furnish any other
information which the Nevada Commission may require. The Nevada Gaming
Authorities may investigate any individual who has a material relationship to or
material involvement with the Company or Barden Nevada in order to determine
whether such individual is suitable or should be licensed as a business
associate of a gaming licensee. Officers, directors, managers, members and
certain key employees of Barden Nevada must file applications with the Nevada
Gaming Authorities and may be required to be licensed or found suitable by the
Nevada Gaming Authorities. Officers, directors and key employees of the Company
who are actively and directly involved in gaming activities of Barden Nevada may
be required to be licensed or found suitable by the Nevada Gaming Authorities.
The Nevada Gaming Authorities may deny an application for licensing for any
cause which they deem reasonable. A finding of suitability is comparable to
licensing, and both require submission of detailed personal and financial
information followed by a thorough investigation. The applicant for licensing or
a finding of suitability must pay all the costs of the investigation. Changes in
licensed positions must be reported to the Nevada Gaming Authorities and, in
addition to their authority to deny an application for a finding of suitability
or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a
change in a corporate position.

         If the Nevada Gaming Authorities were to find an officer, director,
manager, member or key employee unsuitable for licensing or unsuitable to
continue having a relationship with the Company or Barden Nevada, the companies
involved would have to sever all relationships with such person. In addition,
the Nevada Commission may require the Company or Barden Nevada to terminate the
employment of any person who refuses to file appropriate applications.
Determinations of suitability or of questions pertaining to licensing are not
subject to judicial review in Nevada.

         If the Nevada Commission determined that the Nevada Act was violated by
the Company or Barden Nevada, the registration or gaming licenses that the
Company or Barden Nevada holds could be limited, conditioned, suspended or
revoked, subject to compliance with certain statutory and regulatory procedures.
In addition, the Company, Barden Nevada and the persons involved could be
subject to substantial fines for each separate violation of the Nevada Act at
the discretion of the Nevada Commission. Further, a supervisor could be
appointed by the Nevada Commission to operate Fitzgeralds Las Vegas and, under
certain circumstances, earnings generated during the supervisor's appointment
(except for reasonable rental value of the casino) could be forfeited to the
State of Nevada. Limitation, conditioning or suspension of the gaming licenses
of Barden Nevada or the appointment of a supervisor could (and revocation of any
gaming license would) have a material adverse effect on the Company's gaming
operations.

         The Company and Barden Nevada are required to periodically submit
detailed financial and operating reports to the Nevada Commission and furnish
any other information which the Nevada Commission may require. Substantially all
material loans, leases, sales of securities and similar financing transactions
by the Company and Barden Nevada must be reported to or approved by the Nevada
Commission. In addition, all "registered corporations" would also be required to
report or receive approval by the Nevada Commission for such similar financing
transactions if such transactions involve restrictions or liens on such
corporation's equity securities.

         Any beneficial holder of a registered corporation's voting securities
(or rights to acquire such securities), regardless of the number of shares
owned, may be required to file an application, be investigated and have its
suitability as a beneficial holder of the registered corporation's voting
securities determined if the Nevada Commission has reason to believe that such
ownership would otherwise be inconsistent with the declared policies of the
State of Nevada. If the beneficial holder of voting securities who must be found
suitable is a corporation, partnership, limited liability company or trust, it
must submit

                                       19

<PAGE>

detailed business and financial information, including a list of beneficial
owners. The applicant must pay all costs of investigation incurred by the Nevada
Gaming Authorities in conducting any such investigation.

     The Nevada Act requires any person who acquires beneficial ownership of
more than 5% of a registered corporation's voting securities to report the
acquisition to the Nevada Commission. The Nevada Act requires that beneficial
owners of more than 10% of a registered corporation's voting securities apply to
the Nevada Commission for a finding of suitability within 30 days after the
Chairman of the Nevada Board mails the written notice requiring such filing.
Under certain circumstances, an "institutional investor," as defined in the
Nevada Act, which acquires more than 10%, but not more than 15%, of a registered
corporation's voting securities may apply to the Nevada Commission for a waiver
of such finding of suitability if such institutional investor holds the voting
securities for investment purposes only. An institutional investor is not deemed
to hold voting securities for investment purposes unless the voting securities
were acquired and are held in the ordinary course of business as an
institutional investor and not for the purpose of causing, directly or
indirectly:

     .    the election of a majority of the members of the board of directors or
          managers of the registered corporation;

     .    any change in the corporate charter, bylaws, similar organizational
          documents, management, policies or operations of the registered
          corporation, or any of its gaming affiliates; or

     .    any other action which the Nevada Commission finds to be inconsistent
          with holding the registered corporation's voting securities for
          investment purposes only.

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

     .    voting on all matters voted on by securityholders;

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

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

     If the beneficial holder of voting securities who must be found suitable is
a corporation, partnership, limited partnership, limited liability company or
trust, it must submit detailed business and financial information, including a
list of beneficial owners. The applicant is required to pay all costs of
investigation.

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

                                       20

<PAGE>

     .    pays that person any dividend, distribution or interest upon its
          voting securities;

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

     .    pays remuneration in any form to that person for services rendered or
          otherwise; or

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

     Additionally, the City of Las Vegas has the authority to approve all
persons owning or controlling the equity interests of any entity controlling a
gaming licensee located in that city.

     The Nevada Commission may, in its discretion, require the holder of any
debt or similar security of a registered corporation to file applications, be
investigated and be found suitable to own the debt security of a registered
corporation if the Nevada Commission has reason to believe that such ownership
would otherwise be inconsistent with the declared policies of the State of
Nevada. If the Nevada Commission determines that a person is unsuitable to own
such security, then pursuant to the Nevada Act, the registered corporation can
be sanctioned, including the loss of its approvals, if without the prior
approval of the Nevada Commission, it:

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

     .    recognizes any voting right by such unsuitable person in connection
          with such securities;

     .    pays the unsuitable person remuneration in any form; or

     .    makes any payment to the unsuitable person by way of principal,
          redemption, conversion, exchange, liquidation, or similar transaction.

     The Company and Barden Nevada will be required to maintain a current stock
ledger in Nevada which may be examined by the Nevada Gaming Authorities at any
time. If any securities are held in trust by an agent or by a nominee, the
record holder may be required to disclose the identity of the beneficial owner
to the Nevada Gaming Authorities. A failure to make such disclosure may be
grounds for finding the record holder unsuitable. The Company will also be
required to render maximum assistance in determining the identity of the
beneficial owner of any of our voting securities. The Nevada Commission has the
power to require the Company's security certificates to bear a legend indicating
that the securities are subject to the Nevada Act. The Company does not know
whether the Nevada Commission will impose such a requirement on it.

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

     Changes in control of a registered corporation through merger,
consolidation, stock or asset acquisitions, management or consulting agreements,
or any act or conduct by a person whereby he obtains control, may not occur
without the prior approval of the Nevada Commission. Entities seeking to acquire
control of a registered publicly traded corporation must satisfy the Nevada
Board and Nevada Commission in a variety of stringent standards prior to
assuming control of such registered corporation. The Nevada

                                       21

<PAGE>

Commission may also require controlling stockholders, officers, directors and
other persons having a material relationship or involvement with the entity
proposing to acquire control, to be investigated and licensed as part of the
approval process relating to the transaction.

     License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are based upon:

     .    a percentage of the gross revenues received;

     .    the number of gaming devices operated; or

     .    the number of table games operated.

     A casino entertainment tax is also paid by casino operations where
entertainment is furnished in connection with the selling or serving of food or
refreshments or the selling of merchandise. Nevada licensees that hold a
manufacturer's license or a distributor's license also pay certain fees and
taxes to the State of Nevada.

     Any person who is licensed, required to be licensed, registered, required
to be registered, or is under common control with such persons, and who is or
proposes to become involved in a gaming venture outside of Nevada, is required
to deposit with the Nevada Board, and thereafter maintain, a revolving fund in
the amount of $10,000 to pay the expenses of investigation by the Nevada Board
for such licensee's participation in such foreign gaming. The revolving fund is
subject to increase or decrease in the discretion of the Nevada Commission.
Thereafter, foreign licensees are required to comply with certain reporting
requirements imposed by the Nevada Act. Such licensees are also subject to
disciplinary action by the Nevada Commission if they:

     .    knowingly violate any laws of the foreign jurisdiction pertaining to
          the foreign gaming operation;

     .    fail to conduct the foreign gaming operation in accordance with the
          standards of honesty and integrity required of Nevada gaming
          operations;

     .    engage in activities or enter into associations that are harmful to
          the State of Nevada or its ability to collect gaming taxes and fees;
          or

     .    employ, contract with or associate with a person in the foreign
          operation who has been denied a license or finding of suitability in
          Nevada on the grounds of unsuitability.

     The sale of alcoholic beverages at Fitzgeralds Las Vegas is subject to
licensing, control and regulation by the City of Las Vegas. All licenses are
revocable and are not transferable. The agencies involved have full power to
limit, condition, suspend or revoke any such license, and any such disciplinary
action could (and revocation would) have a material adverse effect on the
operations of Fitzgeralds Las Vegas.

                                       22

<PAGE>

Treasury Department Regulations

       The Internal Revenue Code and Treasury Regulations require operators of
casinos located in the United States to file information returns for U.S.
citizens, including names and addresses of winners, for keno and slot machine
winnings in excess of prescribed amounts. The Internal Revenue Code and Treasury
Regulations also require operators to withhold taxes on some keno, bingo, and
slot machine winnings of nonresident aliens. We are unable to predict the extent
to which these requirements, if extended, might impede or otherwise adversely
affect operations of, and/or income from, the other games.

       Regulations adopted by the Financial Crimes Enforcement Network of the
Treasury Department and the gaming regulatory authorities in some of the
domestic jurisdictions in which we operate casinos, or in which we have applied
for licensing to operate a casino, require the reporting of currency
transactions in excess of $10,000 occurring within a gaming day, including
identification of the patron by name and social security number. This reporting
obligation began in May 1985 and may have resulted in the loss of gaming
revenues to jurisdictions outside the United States which are exempt from the
ambit of these regulations.

ITEM 2.  PROPERTIES

       The Company currently owns and operates Fitzgeralds Tunica in Tunica,
Mississippi, Fitzgeralds Black Hawk in Black Hawk, Colorado and Fitzgeralds Las
Vegas in Las Vegas, Nevada.

Fitzgeralds Tunica

       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 heavily wooded, 50-acre site
situated by the Mississippi River. The facility was expanded to include a hotel
and related amenities, which improvements were substantially completed in
October 1996. Fitzgeralds Tunica is a full-service entertainment destination and
its customer base has been increased and 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 a
507-room hotel (including 72 suites), a special events center, an indoor
swimming pool and a casino offering 1,375 slot machines and 34 table games, two
bars, three restaurants, and a gift shop. Under Mississippi law, gaming vessels
in Tunica County must be located on the Mississippi River or on navigable waters
within counties bordering the Mississippi River. Fitzgeralds Tunica was
constructed on barges situated in a specially constructed basin. The facility
includes a 411 space parking garage, 1,264 surface parking spaces and 120 valet
spaces. Fitzgeralds Tunica has conveyed approximately 71 acres of adjacent land
to Tunica County, as part of the County's 168-acre, $20.0 million river park
project, which will include, among other things, a marina and boat dock
(including space for sight-seeing paddlewheel riverboats) and a nature park. As
consideration for the conveyance, Tunica County granted Fitzgeralds Tunica a
rent-free lease to use and further sublease the boat dock for 15 years, from the
date of substantial completion of the marina, as well as a perpetual easement
allowing ingress and egress between the Fitzgeralds Tunica property and the boat
dock. Fitzgeralds has granted Mississippi Riverboat Company LLC, an unrelated
third-party operator, an exclusive license to operate riverboat excursions along
the Mississippi River from the boat dock in return for monthly license fees.

Fitzgeralds Black Hawk

       Fitzgeralds Black Hawk is located adjacent to the entrance to the
downtown gaming area of Black Hawk, Colorado, next to the Gilpin Casino and
across the street from Bullwhackers. Fitzgeralds Black Hawk consists of a
two-story building, the interior of which features high ceilings and other
architectural details which set it apart visually from many other Black Hawk
casinos. The casino offers 594 slot

                                       23

<PAGE>
machines, 6 table games, a restaurant and a bar. The second floor is mostly
unfinished and currently is partially used for offices and storage space.
Fitzgeralds Black Hawk also has a 392-space, all valet parking garage adjacent
to the casino. In addition, during 2001, we authorized and began a $304,000
partial demolition project on property adjacent to and owned by Fitzgeralds
Black Hawk. This property is available for expansion if market conditions
warrant and we are currently evaluating the feasibility of such an expansion to
better serve this growing market. One of the issues concerning such expansion is
the issue of whether there is adequate infrastructure in the Black Hawk market.
We have obtained some, but not all, of the permits necessary to undertake any
proposed expansion.

Fitzgeralds Las Vegas

       Fitzgeralds Las Vegas is located on the city block bounded by Fremont,
Carson, Third and Fourth Streets at the Fremont Street Experience in downtown
Las Vegas. The property is accessible via Interstate 15 and U. S. 95. The hotel
was refurbished and the casino was remodeled in December 1996. Fitzgeralds Las
Vegas offers 934 slot machines, 23 table games, 638 hotel rooms (including 14
suites), a 42-seat keno lounge and a sports book (operated by a third party).
Fitzgeralds Las Vegas amenities include five restaurants (including a McDonald's
restaurant), three bars, a special events center, a gift shop and an
entertainment area. The facility includes a 335-space parking structure and an
adjacent surface parking area with an additional 41 spaces.

       All of the Company's assets related to the Fitzgeralds properties are
subject to a lien in favor of the holders of the Investor Holdings Senior
Secured Notes and the lender under the Investor Holdings Credit Facility.

ITEM 3. LEGAL PROCEEDINGS

       Currently the Company is not involved in any legal proceedings. In the
future, it is anticipated that the Company may be involved in routine
administrative proceedings and litigation, including bankruptcies of debtors,
collection efforts, disputes with employees and customers and other matters in
the ordinary course of its business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       Not applicable

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

       The Company is a privately owned Delaware limited liability company and,
as such, there is no public market for the registrant's equity securities.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

       The following table presents selected historical consolidated financial
data for Majestic Investor Holdings, LLC for the period from inception
(September 14, 2001) through December 31, 2001 and at December 31, 2001. The
following table also presents selected historical combined financial data for
Fitzgeralds Tunica, Fitzgeralds Black Hawk and Fitzgeralds Las Vegas (the
"Predecessor") at December 31, 1997, 1998, 1999 and 2000 and for the years ended
December 31, 1997, 1998, 1999, 2000 and for the period from January 1, 2001 to
December 6, 2001. The selected historical financial data for the period from
inception (September 14, 2001) through December 31, 2001 has been derived from
the audited consolidated financial statements for Majestic Investor Holdings,
LLC for the period from inception (September 14, 2001) through December 31,
2001. The selected historical financial data as of December 31, 2001 has been
derived from the audited consolidated financial statements of Majestic Investor
Holdings, LLC for the period from inception (September 14, 2001) through
December 31, 2001. The selected historical financial data at December 31, 1998,
1999 and 2000, and for the years ended December 31, 1998, 1999, 2000, and for
the period from January 1, 2001 to December 6, 2001 presented below, have been
derived from the audited combined financial statements for Fitzgeralds Las
Vegas, Inc., Fitzgeralds Mississippi, Inc. and 101 Main Street Limited Liability
Company at those dates and for those periods. The selected historical financial
data at December 31, 1997 and for the year ended December 31, 1997 presented
below, has been derived from the unaudited combined financial statements for
Fitzgeralds Las Vegas, Inc., Fitzgeralds Mississippi, Inc. and 101 Main Street
Limited Liability Company for those periods. The unaudited financial statements
have been prepared on a basis consistent with the audited financial statements.
Because the data in this table is only a summary and does not provide all of the
data contained in the financial statements, including the notes thereto, you
should read "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the financial statements included elsewhere herein.

                                       24

<PAGE>
<TABLE>
<CAPTION>

                                                    Successor                                Predecessor
                                         -----------------------------   ---------------------------------------------------------
                                         For the period from inception    For the period from     For the year ended December 31,
                                              (September 14, 2001)        January 1, 2001 to     ----------------------------------
                                          through December 31, 2001(1)    December 6, 2001       2000      1999      1998     1997
                                         -----------------------------   ----------------------------------------------------------
<S>                                     <C>                               <C>                 <C>       <C>       <C>      <C>
STATEMENT OF OPERATIONS DATA: (2)                    (in thousands)
     Net Operating Revenues (3)                        $  10,521                  $157,659    $159,738  $152,776  $149,222 $149,261
     Operating Expenses (4)                                9,781                   132,217     144,342   141,053   138,679  134,584
     Pre-opening Expenses                                  1,018                         -           -         -         -        -
     Income (Loss) from operations                          (278)                   25,442      15,396    11,723    10,543   14,677
     Interest Expense, Net                                   993                        (2)    (25,935)  (28,070)  (28,504) (20,542)
     Net Income (Loss)                                    (1,271)                   25,358     (10,535)  (16,248)  (21,269) (11,475)

OTHER DATA:
     Adjusted EBITDA  (5)                                 1,661                     25,442      27,084    23,449    21,595   24,997

<CAPTION>



                                                       Successor                                    Predecessor
                                                  ---------------------    ---------------------------------------------------------
                                                                                                    At December 31,
                                                           At              ---------------------------------------------------------
                                                  December 31, 2001 (1)                          2000      1999      1998     1997
                                                  ---------------------    ---------------------------------------------------------
<S>                                               <C>                                         <C>        <C>       <C>      <C>
BALANCE SHEET DATA:  (2)                             (in thousands)
     Cash and Cash Equivalents                         $  17,705                               $2,840    $10,278    $8,748   $8,945
     Total Assets                                        183,429                              147,320    157,033   162,025  168,341
     Long-Term Debt (including current
        maturities)                                      151,997                                    -        719     3,326    4,558
     Liabilities Subject to Compromise                         -                              225,873          -         -        -
     Total Liabilities                                   170,896                              226,365    225,543   214,287  199,334
     Members' Equity                                      12,532                              (79,045)   (68,510)  (52,262) (30,993)
</TABLE>


NOTES:

1.   Investor Holdings is an unrestricted subsidiary, formed on September 14,
     2001, that acquired three Fitzgeralds brand casinos on December 6, 2001.
     The statement of operations data includes operations of Investor Holdings
     from inception and twenty-five days of operations for the acquired casinos.

2.   The aforementioned financial data is consolidated and includes Investor
     Holdings, Barden Mississippi, Barden Colorado and Barden Nevada.

3.   Net operating revenue is defined as gross revenues less promotional
     allowances.

4.   Operating expenses excludes $1,018,000 of pre-opening costs associated with
     the acquisition of Fitzgeralds.

5.   Adjusted EBITDA represents earnings before interest, income taxes,
     depreciation and amortization and excludes pre-opening costs of $1,018,000
     associated with the acquisition of Fitzgeralds. Adjusted EBITDA is a
     supplemental financial measurement used by the Company in the evaluation of
     its gaming business and by many gaming industry analysts. Adjusted EBITDA
     should only be read in conjunction with all of the Company's financial data
     summarized above and its financial statements prepared in accordance with
     generally accepted accounting principles ("GAAP") appearing elsewhere
     herein, and should not be construed as an alternative either to income from
     operations (as determined in accordance with GAAP) as an indication of the
     Company's operating performance or to cash flows from operating activities
     (as determined in accordance with GAAP) as a measure of liquidity. The
     Company believes that an analysis of Adjusted EBITDA enhances the
     understanding of the financial performance of companies with substantial
     depreciation and amortization.

                                       25

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Statement on Forward-Looking Information

      This report includes statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and
are subject to the safe harbor provisions of those sections and the Private
Securities Litigation Reform Act of 1995. Words such as "believes,"
"anticipates," "estimates" or "expects" used in the Company's press releases and
reports filed with the Securities and Exchange Commission are intended to
identify forward-looking statements. All forward-looking statements involve
risks and uncertainties. Although the Company believes its expectations are
based upon reasonable assumptions within the bounds of its current knowledge of
its business and operations, there can be no assurances that actual results will
not materially differ from expected results. The Company cautions that these and
similar statements included in this report and in previously filed periodic
reports are further qualified by important factors that could cause actual
results to differ materially from those in the forward-looking statements. Such
factors include, without limitation: the ability to fund planned development
needs and to service debt from existing operations; the ability to successfully
integrate the three Fitzgeralds casinos; increased competition in existing
markets or the opening of new gaming jurisdictions; a decline in the public
acceptance of gaming; the limitation, conditioning or suspension of our gaming
licenses; increases in or new taxes imposed on gaming revenues, taxes on gaming
devices; a finding of unsuitability by regulatory authorities with respect to
the Company or its officers or key employees; loss and/or retirement of key
executives; significant increase in fuel or transportation prices; adverse
economic conditions in the Company's markets; severe and unusual weather in our
markets; non-renewal of the Company's gaming licenses from the appropriate
governmental authorities in Nevada, Mississippi and Colorado; and continuing
effects of recent terrorist attacks and any future occurrences of terrorist
attacks or other destabilizing events.

      For more information on these and other factors, see "Factors that May
Affect Future Results." We caution readers not to place undue reliance on
forward-looking statements, which speak only as of the date hereof. All
subsequent written and oral forward-looking statements attributable to us are
expressly qualified in their entirety by the cautionary statements and factors
that may affect future results contained throughout this report. The Company
undertakes no obligation to publicly release any revisions to such
forward-looking statements to reflect events or circumstances after the date
hereof.

      The following discussion should be read in conjunction with, and is
qualified in its entirety by, our financial statements, including the notes
thereto listed in Item 14(a).

Overview

      The Company was formed on September 14, 2001 and commenced operations of
the Fitzgeralds casinos on December 7, 2001, and accordingly has a limited
operating history. Therefore, the discussion of operations herein will focus on
events and the Company's revenues and expenses during the period from inception
(September 14, 2001) through December 31, 2001. In addition, this section
discusses the combined results of operations of the three Fitzgeralds casino
properties on a historical basis.

      Historical information, other than revenues, may not necessarily be
meaningful, as our cost structure and capitalization following the acquisition
of the three Fitzgeralds casino properties is significantly different nor
should it be relied upon as a reliable indicator of our future performance with
respect to the acquired properties.

                                       26

<PAGE>

Results of Operations

      The following table sets forth information derived from the Company's
statement of operations and the combined financial statements for Fitzgeralds
Las Vegas, Inc., Fitzgeralds Mississippi, Inc. and 101 Main Street Limited
Liability Company expressed as a percentage of gross revenues.

Consolidated and Combined Statement of Operations - Percentage of Gross Revenues

<TABLE>
<CAPTION>
                                                         Successor                                    Predecessor
                                                 ------------------------------   --------------------------------------------------
                                                 For the Period from Inception      For the period from      For the year ended
                                                     (September 14, 2001)           January 1, 2001              December 31,
                                                 through December 31, 2001          to December 6, 2001     2000             1999
                                                 ------------------------------   --------------------------------------------------
<S>                                             <C>                                 <C>                   <C>               <C>
Revenues:
---------
      Casino                                                80.7%                        80.3%              78.9%             78.4%
      Food and beverage                                      9.3                          9.8               10.4              10.6
      Rooms                                                  8.4                          8.0                8.8               9.2
      Other                                                  1.6                          1.9                1.9               1.8
                                                          ------                       ------             ------            ------
                                                           100.0                       100.00             100.00            100.00
              Less promotional allowances                  (18.0)                       (16.0)             (15.3)            (13.8)
                                                          ------                       ------             ------            ------
              Net revenues                                  82.0                         84.0               84.7              86.2
                                                          ------                       ------             ------            ------
Costs and Expenses:
-------------------
      Casino                                                32.1                         37.2               36.7              36.2
      Food and beverage                                      5.5                          5.7                6.1               6.7
      Rooms                                                  4.9                          5.2                5.8               6.0
      Other                                                  0.9                          1.0                1.0              1.10
      Selling, general and administrative                   25.7                         20.2               20.9              23.0
      Depreciation and amortization                          7.2                           --                6.2               6.6
      Write-down of assets                                                                6.9                 --                --
      Reorganization items                                                               (5.6)                --                --
      Pre-opening expenses                                   7.9                           --                 --                --
                                                          ------                       ------             ------            ------
              Total costs and expenses                      84.2                         70.6               76.7              79.6
                                                          ------                       ------             ------            ------
Loss from operations                                        (2.2)                        13.4                8.0               6.6
                                                          ------                       ------             ------            ------
Other Income (Expense):
-----------------------
      Interest income                                        1.7                           --                 --               0.1
      Interest expense                                      (9.4)                          --               13.9             (15.9)
      Other Income (expense)                                                               --                 --               0.1
                                                          ------                       ------             ------            ------
              Total other income (expense)                  (7.7)                          --              (13.9)            (15.7)
                                                          ------                       ------             ------            ------

Net income (loss)                                           (9.9)%                       13.4%              (5.9)%            (9.1)%
                                                          ======                       ======             ======            ======

Adjusted EBITDA:  (in millions) (1)                       $ 1.66                       $25.44             $27.08            $23.45
</TABLE>

NOTES:


1.    For a definition of Adjusted EBITDA, see Note 5 of Notes to Selected
      Consolidated Financial Data contained in Item 6.

INCEPTION THROUGH DECEMBER 31, 2001 (Successor)

      Consolidated gross revenues were $12,832,000 for the period from inception
(September 14, 2001) through December 31, 2001. Revenues for Fitzgeralds Tunica
accounted for $6,708,000, or 52.3% of total revenues, Fitzgeralds Las Vegas
accounted for $3,445,000, or 26.8% of total revenues, and Fitzgeralds Black Hawk
accounted for $2,679,000, or 20.9% of total revenues.

                                       27

<PAGE>

       The Company's business can be separated into four operating
departments: casino, rooms (except Fitzgeralds Black Hawk), food and beverage
and other. Consolidated casino revenues were $10,359,000, of which $9,011,000,
or 87.0% were derived from slot machine revenues, and $1,348,000, or 13.0%, were
derived from table game revenues for the period from inception through December
31, 2001.

       Casino revenues attributed to Fitzgeralds Tunica were $5,494,000, of
which $4,800,000, or 87.4% were derived from slot machine revenues, and
$694,000, or 12.6% were derived from table games revenues for the period from
inception through December 31, 2001. Casino revenues attributed to Fitzgeralds
Las Vegas were $2,355,000, of which $1,764,000, or 74.9% were derived from slot
machine revenues, and $591,000, or 25.1% were derived from table game revenues
for the period from inception through December 31, 2001. Casino revenues
attributed to Fitzgeralds Black Hawk were $2,510,000, of which $2,446,000, or
97.5% were derived from slot machine revenues, and $64,000, or 2.5% were derived
from table game revenues for the period from inception through December 31,
2001.

       The consolidated average number of slot machines in operation was 2,935
during the period from inception through December 31, 2001, of which Fitzgeralds
Tunica accounted for 1,388, or 47.3%, Fitzgeralds Las Vegas accounted for 951 or
32.4%, and Fitzgeralds Black Hawk accounted for 596 or 20.3%. The consolidated
average win per slot machine per day was approximately $123 for the period from
inception through December 31, 2001, with an average of approximately $138, $74
and $164 at Fitzgeralds Tunica, Fitzgeralds Las Vegas and Fitzgeralds Black
Hawk, respectively. The consolidated average number of table games in operation
during the period from inception through December 31, 2001, was 64, of which
Tunica accounted for 34, or 53.1%, Fitzgeralds Las Vegas accounted for 24, or
37.5%, and Fitzgeralds Black Hawk accounted for 6, or 9.4%. The average win per
table game per day during the period from inception through December 31, 2001,
was approximately $843, with an average of approximately $839, $947, and $424 at
Fitzgeralds Tunica, Fitzgeralds Las Vegas and Fitzgeralds Black Hawk,
respectively.

       Consolidated room revenues for the period from inception through December
31, 2001 was $1,079,000, or 8.41% of the total revenue. Of this amount,
Fitzgeralds Tunica accounted for $544,000 or 50.4% with 507 rooms and
Fitzgeralds Las Vegas accounted for $535,000 or 49.6% with 638 rooms. At
Fitzgeralds Tunica during this period the average daily rate was $50 and the
occupancy rate was 86.5%. At Fitzgeralds Las Vegas during this period the
average daily rate was $42 and the occupancy rate was 79.8%.

       Consolidated food and beverage revenues for the period from inception
through December 31, 2001, amounted to $1,190,000, or 9.3% of the total revenue.
Of this amount, Fitzgeralds Tunica accounted for $586,000, or 49.3%, Fitzgeralds
Las Vegas accounted for $448,000, or 37.6% and Fitzgeralds Black Hawk accounted
for $156,000 or 13.1%.

       Other consolidated revenues consisted primarily of commission and retail
income and totaled approximately $204,000, or 1.6% of total revenue. Of this
amount, Fitzgeralds Tunica accounted for $84,000 or 41.2%, Fitzgeralds Las
Vegas accounted for approximately $107,000 or 52.4%, and Fitzgeralds Black Hawk
accounted for $13,000 or 6.4%.

       Promotional allowances included in the consolidated gross revenues for
the period from inception through December 31, 2001 were $2,311,000, or 18.0% of
gross revenues. Of this amount, Fitzgeralds Tunica accounted for $1,340,000, or
58.0%, Fitzgeralds Las Vegas accounted for $365,000, or 15.8%, and Fitzgeralds
Black Hawk accounted for $606,000, or 26.2%.

       Consolidated casino operating expenses for the period from inception
through December 31, 2001 were $4,112,000 or 32.0% of gross revenues and 39.7%
of casino revenues. These expenses were

                                       28

<PAGE>

primarily comprised of salaries, wages and benefits, and operating expenses of
the casinos. Of the consolidated casino operating expenses, Fitzgeralds Tunica
accounted for $2,076,000, or 50.5%, Fitzgeralds Las Vegas accounted for
$1,344,000 or 32.7%, and Fitzgeralds Black Hawk accounted for $692,000 or 16.8%.

       Gaming taxes are levied on adjusted gross receipts (as defined in each of
the applicable state's gaming laws). Gaming taxes were $808,000 or 6.3% of the
gross revenues for the period from inception through December 31, 2001. Of this
amount, Fitzgeralds Tunica accounted for $654,000, or 80.9%, Fitzgeralds Las
Vegas accounted for $139,000, or 17.2%, and Fitzgeralds Black Hawk accounted for
$15,000, or 1.9%.

       Consolidated advertising and promotion expenses included salaries, wages
and benefits of the marketing and casino service departments, as well as
promotions, advertising and special events. Advertising and promotion expenses
for the period from inception through December 31, 2001, totaled $926,000, or
7.2% of gross revenues. Of this amount, Fitzgeralds Tunica accounted for
$423,000, or 45.7%, Fitzgeralds Las Vegas accounted for $322,000, or 34.8%, and
Fitzgeralds Black Hawk accounted for $181,000 or 19.5%.

       Consolidated general and administrative expenses for the period from
inception through December 31, 2001 were $1,570,000, or 12.2% of gross revenues,
of which Fitzgeralds Tunica accounted for $642,000, or 40.9%, Fitzgeralds Las
Vegas accounted for $599,000, or 38.2%, and Fitzgeralds Black Hawk accounted for
$302,000, or 19.2%. Corporate expenses accounted for $27,000, or 1.7%.

       Consolidated depreciation and amortization for the period from inception
through December 31, 2001, was approximately $921,000, or 7.2% of gross
revenues, of which Fitzgeralds Tunica accounted for $485,000, or 52.7%,
Fitzgeralds Las Vegas accounted for $167,000, or 18.1%, and Fitzgeralds Black
Hawk accounted for $100,000 or 10.9%. Corporate amortization of deferred
financing costs and the discount on the Investor Holdings Senior Secured Notes
accounted for $169,000, or 18.3% of consolidated depreciation and amortization
expense. Of the consolidated depreciation and amortization expense,
approximately $642,000, or 69.7%, is depreciation expense, and $279,000, or
30.3%, is amortization expense.

       Consolidated pre-opening costs of approximately $1,018,000 were expenses
incurred prior to the acquisition of the Fitzgeralds properties. These costs
include salaries and wages, professional fees and other administrative expenses.

       Consolidated operating loss for the period from inception through
December 31, 2001, was $278,000, or 2.2% of gross revenues, of which Fitzgeralds
Tunica accounted for operating income of $654,000, or 235.3%, Fitzgeralds Las
Vegas accounted for an operating loss of $393,000, or (141.4)% and Fitzgeralds
Black Hawk accounted for operating income of $674,000, or 242.4%.

       Consolidated net interest expense for the period from inception through
December 31, 2001, was $993,000, or approximately 7.7% of gross revenues, of
which the Company accounted for net interest expense of $993,000, Fitzgeralds
Tunica accounted for interest income of $1,500, Fitzgeralds Las Vegas accounted
for interest expense of $2,100 and Fitzgeralds Black Hawk accounted for interest
income of $900.

                                       29

<PAGE>
         As a result of the foregoing, the Company realized a net loss of
$1,271,000 for the period from inception through December 31, 2001.

         Adjusted EBITDA for the period from inception through December 31, 2001
was $1,661,000, of which Fitzgeralds Tunica accounted for $1,138,000,
Fitzgeralds Las Vegas accounted for $(225,000) and Fitzgeralds Black Hawk
accounted for $774,000. The Company accounted for $(26,000). Adjusted EBITDA
should be viewed only in conjunction with all of the Company's financial data
and statements, and should not be construed as an alternative either to income
from operations (as an indicator of the Company's operating performance) or to
cash flows from operating activities as a measure of liquidity.

PERIOD FROM JANUARY 1, 2001 TO DECEMBER 6, 2001 COMPARED TO YEAR ENDED DECEMBER
31, 2000 (Predecessor)

         As a result of the sale of Fitzgeralds Las Vegas, Fitzgeralds Tunica
and Fitzgeralds Black Hawk to the Company on December 6, 2001, comparative data
for the year 2001 is available only for January 1, 2001 to December 6, 2001.

         Operating Revenues.  Total operating revenues for the properties were
$187.6 million and net operating revenues were $157.7 million for the period
from January 1, 2001 to December 6, 2001, representing decreases of 0.5% and
1.3%, respectively, over total operating revenues for the properties of $188.5
million and net operating revenues of $159.7 million for the year ended December
31, 2000. Such decreases were largely the result of the sale of Fitzgeralds Las
Vegas, Fitzgeralds Tunica and Fitzgeralds Black Hawk to the Company on December
6, 2001.

         Casino revenues (of which approximately 89.2% and 87.8% are derived
from slot machine revenues for the period from January 1, 2001 to December 6,
2001 and the year ended December 31, 2000, respectively) increased 1.3% to
$150.7 million for the period from January 1, 2001 to December 6, 2001 from the
$148.8 million recorded for the year ended December 31, 2000.

         Room revenues (at 8.0% and 10.5% of total revenues for the period from
January 1, 2001 to December 6, 2001 and the year ended December 31, 2000,
respectively) decreased 9.6% from $16.6 million for the year ended December 31,
2000 to $15.0 million in the period from January 1, 2001 to December 6, 2001.
Fitzgeralds Las Vegas room revenues decreased 11.7% from $8.5 million in the
year ended December 31, 2000 to $7.5 million for the period from January 1, 2001
to December 6, 2001, as its average daily rate decreased 7.4%, and the average
occupancy rate decreased to 91.9% for the period from January 1, 2001 to
December 6, 2001 from 92.1% in the year ended December 31, 2000. Fitzgeralds
Tunica room revenues decreased 6.5%, from $8.1 million for the year ended
December 31, 2000 to $7.6 million for the period from January 1, 2001 to
December 6, 2001, as an increase in the average occupancy rate to 94.5% for the
period from January 1, 2001 to December 6, 2001 from 92.5% in the year ended
December 31, 2000 was offset by a 2.2% decrease in the average daily rate.

         Food and beverage revenues (at 9.8% and 10.4% of total revenues for
2001 and 2000, respectively) decreased 6.1%, from $19.6 million for the year
ended December 31, 2000 to $18.4 million for the period from January 1, 2001 to
December 6, 2001, primarily due to the sale of assets to the Company.

         Other revenues remained constant at $3.5 million in the year ended
December 31, 2000 and for the period from January 1, 2001 to December 6, 2001.

         Promotional allowances showed a net increase of 4.0% to $30.0 million
for the period from January 1, 2001 to December 6, 2001 from $28.8 million for
the year ended December 31, 2000, reflecting the increased level of competition
in all four markets.

         Operating Costs and Expenses.  Total operating costs and expenses for
the properties decreased 8.4%, to $132.2 million for the period from January 1,
2001 to December 6, 2001 from $144.3 million for the year ended December 31,
2000. This decrease was largely the result of the sale of Fitzgeralds Las Vegas,
Fitzgeralds Tunica and Fitzgeralds Black Hawk to the Company on December 6,
2001.

         Casino expenses were $69.8 million for the period from January 1, 2001
to December 6, 2001, a 1.1% decrease from $69.1 million for the year ended
December 31, 2000. Food and beverage expenses decreased 7.8% to $10.6 million
for the period from January 1, 2001 to December 6, 2001 from $11.5 million for
the year ended December 31, 2000. Room expenses decreased 10.1% to $9.8 million
in the period from January 1, 2001 to December 6, 2001 from $10.9 million in the
year ended December 31, 2000. Selling, general and administrative expenses
decreased 3.8% to $37.9 million for the period from January 1, 2001 to December
6, 2001 from $39.4 million for the year ended December 31, 2000, which includes
$3.2 million for the year ended


                                       30
<PAGE>

December 31, 2000 of pre-petition professional fees and expenses incurred in
conjunction with the ongoing development, negotiation and implementation of the
restructuring of Fitzgeralds Gaming Corporation. Such expenses also include
professional fees and expenses paid by Fitzgeralds Gaming Corporation for the
financial and legal advisors to the informal committee (the "Committee")
representing holders of a majority in interest of the notes of Fitzgeralds
Gaming Corporation.

         Personnel expenses decreased 2.8%, to $63.4 million for the period from
January 1, 2001 to December 6, 2001 from $65.2 million for the year ended
December 31, 2000 as a result of the December 6, 2001 sale. Such expenses are
included in the operating departmental expense to which they relate on the
consolidated statements of operations.

         Marketing expenses, which include advertising, promotional material and
special events, decreased 5.3 %, to $10.7 million for the period from January 1,
2001 to December 6, 2001 from $11.3 million for the year ended December 31,
2000. The Company's strategy was to utilize its expanded and renovated
facilities as additional marketing elements and to continue to adjust marketing
expense levels as needed to respond to competition. Such expenses are included
in selling, general and administrative expenses on the consolidated statements
of operations.

         Depreciation and amortization expense decreased 100% to $0 for the
period from January 1, 2001 to December 6, 2001 from $11.7 million for the year
ended December 31, 2000, due to the discontinuation of recording depreciation
and amortization expense for property and equipment included in net assets held
for sale subsequent to filing to Bankruptcy Cases in December 2000.

         Income from Operations.  Income from operations for the properties
increased from $15.4 million for the year ended December 31, 2000 to $25.4
million for the period from January 1, 2001 to December 6, 2001. The increase in
results is primarily due to the $11.4 million gain on sale of assets to the
Company and a $13.9 million decrease in depreciation and amortization expense
resulting from the discontinuation of recording substantially all depreciation
and amortization expense for assets held for sale in the year ended December 31,
2001.

         Net Interest Expense.  Interest expense (net of interest income)
decreased to $(1,552) for the period from January 1, 2001 to December 6, 2001
from $96,064 for the year ended December 31, 2000, due to the discontinuation of
accruing interest on the Notes on December 5, 2000 with the commencement of the
Bankruptcy Cases.

         Net Income.  Net income for the Properties increased to $25.4 million
for the period from January 1, 2001 to December 6, 2001 compared to a net loss
of $10.5 million for the year ended December 31, 2000.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999
(Predecessor)

         Operating Revenues.  Total operating revenues for the properties were
$188.5 million and net operating revenues were $159.7 million for 2000,
representing increases of $11.3 million or 6.4% and $6.9 million or 4.6%,
respectively, over total revenues for the properties of $177.2 million and net
operating revenues of $152.8 million for 1999. Such increases were largely the
result of the improved performance of Fitzgeralds Tunica, which opened a
411-space covered parking garage in June 2000. To maintain market share in each
of their existing markets, the properties found it necessary to increase their
promotional and complimentary expenses in 2000, as described below, to meet the
challenges of the intense competition.

         Casino revenues (of which approximately 87.8% and 86.7% are derived
from slot machine revenues for 2000 and 1999, respectively) increased $9.9
million or 7.1% to $148.8 million for 2000 from the $138.9 million recorded for
1999.

         Room revenues (at 8.8% and 9.2% of total operating revenues for 2000
and 1999, respectively) increased $306,000 or 1.9% from $16.3 million in 1999 to
$16.6 million in 2000. Fitzgeralds Las Vegas room revenue decreased 0.2% as its
average daily rate decreased 0.8%, while occupancy rates remained the same at
92.1% for 2000 and 1999. Fitzgeralds Tunica room revenue increased 4.1% due to a
3.2% increase in the average daily rate while occupancy rates increased to 92.5%
in 2000 from 92.1% in 1999.


                                       31
<PAGE>
         Food and beverage operating revenues (at 10.4% and 10.6% of total
revenues for 2000 and 1999, respectively) increased $857,000 or 4.6% from $18.7
million in 1999 to $19.6 million in 2000. There were increases in food revenues
of 0.4%, 4.2% and 9.1% at Fitzgeralds Las Vegas, Fitzgeralds Black Hawk and
Fitzgeralds Tunica, respectively. The food revenue increase at Fitzgeralds
Tunica was due primarily to an increase in volumes, while the food revenue
increases at Fitzgeralds Las Vegas and Fitzgeralds Black Hawk were due to
pricing increases.

         Other revenues increased $245,000 or 7.5% from $3.3 million in 1999 to
$3.5 million in 2000, primarily due to an additional $0.2 million of revenue
generated from lease income and management fees paid to Fitzgeralds Las Vegas by
e.three Custom Energy Solutions, LLC, which owns and operates a chilled water
plant on land leased from Fitzgeralds Las Vegas and for which Fitzgeralds Las
Vegas provides maintenance services.

         Promotional allowances showed a net increase of $4.3 million or 17.6%
to $28.8 million for 2000, as compared to $24.5 million for 1999, reflecting the
increased level of competition in all three markets.

         Operating Costs and Expenses.  Total operating costs and expenses for
the properties increased $3.2 million or 2.3%, to $144.3 million for 2000 from
$141.1 million for 1999. The increase is a result of increased competition in
the Tunica and Black Hawk/Central City markets as personnel expenses at
Fitzgeralds Tunica and Fitzgeralds Black Hawk increased 4.9% and 9.0%,
respectively, from 1999, due to increased wages in response to competition. Such
expenses are included in the operating departmental expense to which they relate
on the combined statements of operations. The increase also reflects more
intensive marketing efforts at each property undertaken in response to
increasing competition in each of the markets in which the properties operate,
particularly at Fitzgeralds Tunica, in addition to Fitzgeralds Black Hawk.

         Casino expenses were $69.1 million for 2000, a $5.0 million or 7.7%
increase from $64.1 million for 1999, primarily due to increases in expenses
associated directly with increased casino revenues, particularly personnel
expenses and gaming taxes. Food and beverage expenses decreased $284,000 or 2.4%
to $11.5 million for 2000 from $11.8 million for 1999. Room expenses increased
$203,000 or 1.9% to $10.9 million for 2000 from $10.7 million in 1999. Selling,
general and administrative expenses decreased $1.4 million or 3.5% to $39.4
million for 2000 from $40.8 million for 1999.

         Depreciation and amortization expense decreased $38,000 or 0.3% to
$11.7 million for 2000, due to the discontinuation of recording depreciation and
amortization expense for property and equipment included in net assets held for
sale subsequent to filing the bankruptcy cases in December 2000.

         Corporate expense of $3.0 million for each of 2000 and 1999 is
allocated to the properties as a selling, general and administrative expense.

         Income from Operations.  As a result of the foregoing, income from
operations for the properties increased $3.7 million or 31.3% to $15.4 million
for 2000 from $11.7 million in 1999.

         Net Interest Expense.  Interest expense (net of interest income)
declined $2.2 million or 7.6% to $25.9 million for 2000 from $28.1 million for
1999. Fitzgerald Gaming Corporation ceased accruing interest on its senior
secured notes on December 5, 2000 with the commencement of the bankruptcy cases.

         Net Loss.  Net loss for the properties decreased by $5.7 million to
$10.5 million in 2000 compared to $16.2 million in 1999.


                                       32
<PAGE>

Liquidity and Capital Resources

         At December 31, 2001, the Company had cash and cash equivalents of
approximately $17.7 million. Cash and cash equivalents included $498,000 at the
Company, $8.5 million at Barden Mississippi, $3.8 million at Barden Colorado and
$5.0 million at Barden Nevada.

         The Company has met its capital requirements to date through net cash
from operations, capital contributions and equipment loans. For the period from
inception through December 31, 2001, net cash provided by operating activities
totaled approximately $2.6 million. For the period from inception through
December 31, 2001, cash used by investing activities totaled approximately
$143.9 million. Approximately $152.7 million was invested by the Company to
acquire the three Fitzgeralds brand casinos. For the period from inception
through December 31, 2001, cash provided by financing activities totaled
approximately $159.0 million primarily resulting from the Company's offering of
$152.6 million of Senior Secured Notes. As of April 1, 2002, the outstanding
borrowings under the credit facility were approximately $1.7 million.

         Management believes that the Company's cash flow from operations and
its current lines of credit will be adequate to meet the Company's anticipated
future requirements for working capital, its capital expenditures and scheduled
payments of interest and principal on the Investor Holdings Senior Secured Notes
and other permitted indebtedness for the year 2002. No assurance can be given,
however, that such proceeds and operating cash flow, in light of increased
competition will be sufficient for such purposes. If necessary and to the extent
permitted under the Investor Holdings Indenture, the Company will seek
additional financing through borrowings and debt or equity financing. There can
be no assurance that additional financing, if needed, will be available to the
Company, or that, if available, the financing will be on terms favorable to the
Company. In addition, there is no assurance that the Company's estimate of its
reasonably anticipated liquidity needs is accurate or that unforeseen events
will not occur, resulting in the need to raise additional funds.

New Accounting Principles

         We have adopted Emerging Issues Task Force ("EITF") No. 00-14,
"Accounting for Certain Sales Incentives," EITF 00-22, "Accounting for `Points'
and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers
for Free Products or Services to Be Delivered in the Future," and EITF 00-25,
"Accounting for Consideration from a Vendor to a Retailer in Connection with the
Purchase or Promotion of the Vendor's Products," which required the cash-back
component of the Company's Slot Club reward program, including promotional
coupons, be classified as a reduction of revenues.

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," SFAS No. 142, "Goodwill and Other Intangible Assets" and SFAS No.
143, "Accounting for Asset Retirement Obligations." SFAS No. 141

                                       33
<PAGE>

requires all business combinations to be accounted for using the purchase method
of accounting. SFAS No. 141 is required to be implemented for all acquisitions
initiated after June 30, 2001, and all business combinations accounted for using
the purchase method for which the date of acquisition is July 1, 2001, or later.
We applied SFAS No. 141 for our acquisition of the Fitzgeralds assets.

         Under SFAS No. 142, goodwill and other indefinite lived intangible
assets are no longer subject to amortization over their useful lives, rather,
they are subject to assessments for impairment at least annually. Also, under
SFAS No. 142, an intangible asset should be recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights or if the
intangible asset can be sold, transferred, licensed, rented or exchanged. Such
intangibles will be amortized over their useful lives. Under SFAS No. 142, our
acquisition of the Fitzgeralds assets was immediately subject to the provisions
of SFAS No. 142. We will test these assets for impairment at least annually.

         Under SFAS No. 143, the fair value of a liability for an asset
retirement obligation is required to be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 will be implemented by us on January 1, 2002.
Adoption of SFAS No. 143 is not anticipated to have a material impact on our
consolidated financial statements.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" which supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" and amends Accounting Principles Board ("APB") Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effect of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and is effective
for fiscal years beginning after December 15, 2001, and interim periods within
those fiscal years. Adoption of SFAS No. 144 will not have a material impact on
our consolidated financial statements.

Critical Accounting Policies

         Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America, which
requires management to make estimates and assumptions about the effects of
matters that are inherently uncertain. We have summarized our significant
accounting policies in Note 2 to our consolidated financial statements. Of our
accounting policies, we believe the following may involve a higher degree of
judgment and complexity.

         Revenue Recognition.  Casino revenue is the net win from gaming
activities, which is the difference between gaming wins and losses. Hotel and
other revenue is recognized at the time the related service is performed.

         Goodwill. We have approximately $10.6 million of goodwill recorded on
our balance sheet at December 31, 2001 related to the acquisition of the
Fitzgeralds properties. We regularly evaluate our acquired businesses for
potential impairment indicators. Additionally, we adopted the provisions of SFAS
No. 142, "Goodwill and Other Intangible Assets," on January 1, 2002, that
require us to perform impairment testing at least annually. Our judgments
regarding the existence of impairment indicators are based on, among other
things, the regulatory and market status and operational performance of each of
our acquired businesses. Future events could significantly impact our judgments
and any resulting impairment loss could have a material adverse impact on our
financial condition and results of operations.

                                       34

<PAGE>

         Property and Equipment. At December 31, 2001 we have approximately
$122.4 million of net property and equipment recorded on our balance sheet.
Third-party valuations have been obtained for property and equipment and
intangible assets. We depreciate our assets on a straight-line basis over their
estimated useful lives. The estimate of the useful lives is based on the nature
of the asset as well as our current operating strategy. Future events, such as
property expansions, new competition and new regulations, could result in a
change in the manner in which we are using certain assets requiring a change in
the estimated useful lives of such assets. In assessing the recoverability of
the carrying value of property and equipment, we must make assumptions regarding
estimated future cash flows and other factors. If these estimates or the related
assumptions change in the future, we may be required to record impairment
charges for these assets.

         Slot Club Liability. The Company offers a program whereby participants
can accumulate points for casino wagering that can currently be redeemed for
cash, lodging, food and beverages and merchandise. A liability is recorded for
the estimate of unredeemed points based upon the Company's redemption history.
This liability can be impacted by changes in the program, increases in
membership and changes in the redemption patterns of the participants.

Contractual Commitments.

         The following table summarizes our obligations and commitments to make
future payments under certain contracts, including long-term debt obligations,
capitalized leases and operating leases at December 31, 2001.

<TABLE>
<CAPTION>
                                                            Payments Due By Year
Contractual Obligations            2002          2003          2004          2005       2006        Thereafter         Total
                                   ----          ----          ----          ----       ----        ----------         -----
<S>                           <C>           <C>           <C>            <C>          <C>         <C>              <C>
Long-Tern Debt                $        -    $        -    $        -     $       -    $      -    $145,085,432     $145,085,432
Capital Leases                   156,574       133,066        84,346        37,460           -               -          411,446
Operating Leases               1,374,495     1,206,426       925,036       774,092     774,092         774,092        5,828,233
                              ----------    ----------    ----------     ---------    --------    ------------     ------------
     Total                    $1,531,069    $1,339,492    $1,009,382     $ 811,552    $774,092    $145,859,524     $151,325,111


<CAPTION>
                                                 Amount of Commitment Expiration Per Period
                                 Total Amounts         Less than         1-3           4-5          Over 5
Other Commercial Commitments       Committed            1 year          Years         Years          Years
                                   ---------            ------          -----         -----          -----
<S>                               <C>                 <C>                 <C>           <C>            <C>
Lines of Credit                   $6,500,000          $6,500,000          $-            $-             $-
                                  ----------          ----------          --            --             --
     Total                        $6,500,000          $6,500,000          $-            $-             $-
</TABLE>

FACTORS THAT MAY AFFECT FUTURE RESULTS

Risks Related to Our Substantial Debt

Our significant indebtedness could adversely affect our financial health.

         We have a significant amount of debt. We currently have outstanding
$152.6 million of long-term debt represented by the Investor Holdings Senior
Secured Notes. At December 31, 2001 we also had $6.5 million outstanding under
the $15.0 million Investor Holdings Credit Facility. In addition, the Investor
Holdings Indenture and Investor Holdings Credit Facility will permit us to incur
additional debt in certain circumstances, including to finance the purchase of
furniture and equipment.

         Our high level of debt could have significant effects on our business.
For example, it could, among other things:

                                       35

<PAGE>

         .        make it more difficult for us to satisfy our obligations with
                  respect to the Investor Holdings Senior Secured Notes and our
                  other outstanding indebtedness;

         .        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
                  Investor Holdings Indenture or in the Investor Holdings 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;

         .        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;

         .        limit our flexibility in planning for, or reacting to, changes
                  in our business and industry; and

         .        place us at a competitive disadvantage compared to our
                  competitors that have less debt.

         The occurrence of any one of these events could have a material adverse
effect on our business, financial condition, results of operations and
prospects.

We may not be able to generate sufficient cash flow to service our debt.

         We might not be able to generate sufficient cash flow to service our
debt, to repay the Investor Holdings Senior Secured Notes when due or to meet
unanticipated capital needs or shortfalls in our projections. We plan to be able
to service our debt and repay the Investor Holdings Senior Secured Notes when
due with cash from operations. Our ability to generate sufficient cash flow to
satisfy our obligations will depend on the future performance of our gaming
operations, which is subject to many economic, political, competitive,
regulatory and other factors that we are not able to control. However, if cash
flows from operations are not sufficient to satisfy our obligations, we may need
to seek additional financing in the debt or equity markets, refinance the
Investor Holdings Senior Secured Notes, sell selected assets or reduce or delay
planned activities and capital expenditures. Any such financings or sale of
assets might not be available on economically favorable terms, if at all, and
may be difficult because of governmental restrictions on ownership. In the event
that we are left without sufficient liquidity to meet our debt service
requirements, an event of default would occur under the Investor Holdings
Indenture and the Investor Holdings Credit Facility. The Investor Holdings
Senior Secured Notes and the Investor Holdings Credit Facility are secured by
substantially all of our current and future assets.

We are required to pay weekly liquidated damages under our senior secured notes.

We have not registered Majestic Investor Holdings Senior Secured Notes and
accordingly we are obligated to pay liquidated damages amounts until such notes
are registered. Under the registration rights agreement related to the Majestic
Investor Holdings Senior Secured Notes, we are required to pay an amount per
week per $1,000 principal amount of Registrable Securities equal to $0.05 for
the first 90-day period

                                       36

<PAGE>

following April 5, 2002, increasing by an additional $0.05 per week with respect
to each subsequent 90-day period, up to a maximum amount of $0.20 per week.

We are a holding company and therefore our ability to make payments on the
Investor Holdings Senior Secured Notes and service our other debt depends on
cash flow from our subsidiaries.

         We are a holding company. Our only material assets are our ownership
interests in our subsidiaries. Consequently, we will depend on distributions or
other intercompany transfers of funds from our subsidiaries to make payments on
the Investor Holdings Senior Secured Notes and service our other debt. In
addition, distributions and intercompany transfers to us from our subsidiaries
will depend on:

         .        their earnings;

         .        covenants contained in our debt agreements and the debt
                  agreements of our subsidiaries;

         .        covenants contained in other agreements to which we or our
                  subsidiaries are or may become subject;

         .        business and tax considerations; and

         .        applicable law, including regulations of gaming authorities
                  and state laws regulating the payment of dividends and
                  distributions.

         We cannot assure you that the operating results of our subsidiaries at
any given time will be sufficient to make distributions or other payments to us.

The Investor Holdings Indenture and the Investor Holdings Credit Facility
contain covenants that significantly restrict our operations.

         The Investor Holdings Indenture and the Investor Holdings Credit
Facility do, and any other future debt agreement will, contain numerous
covenants imposing financial and operating restrictions on our business. These
restrictions may affect our ability to operate our business, limit our ability
to take advantage of potential business opportunities as they arise and
adversely affect the conduct of our current business. These covenants will place
restrictions on our ability and the ability of our subsidiaries to, among other
things:

         .        incur more debt;

         .        pay dividends or make other distributions;

         .        make acquisitions or investments;

         .        use assets as security in other transactions;

         .        enter into transactions with affiliates;

         .        merge or consolidate with others;

         .        dispose of assets or use asset sale proceeds;

         .        create liens on our assets; and

                                       37

<PAGE>

         .        extend credit.

         The Investor Holdings Credit Facility also requires us to meet a number
of financial ratios and tests. Our ability to meet these ratios and tests and to
comply with other provisions governing our indebtedness may be adversely
affected by our operations and by changes in economic or business conditions or
other events beyond our control.

Risks Related to Our Business

We may be unable to successfully integrate the three Fitzgeralds casinos, and we
may not realize any of the anticipated benefits of the acquisition.

         We acquired the three Fitzgeralds casino properties, which constitute
all of our current operations, from Fitzgeralds and certain of its affiliates on
December 6, 2001. We cannot assure you that we will be able to integrate or
manage the Fitzgeralds properties effectively or realize any of the anticipated
benefits of the acquisition, including expected cost reductions. Our ability to
integrate the three Fitzgeralds casino properties, to realize the expected cost
reductions and to achieve our objectives in connection with the Fitzgeralds
acquisition is highly dependent on, among other things, our ability to maintain
effective senior management teams at Fitzgeralds Tunica, Fitzgeralds Black Hawk
and Fitzgeralds Las Vegas. We plan to maintain such management through retention
of certain current executives, relocation of certain Majestic executives to the
Fitzgeralds properties and the attraction of new executives. If, for any reason,
these executives do not continue to be active in management after the
acquisition, or we fail to attract capable new executives, our operations after
consummation of the Fitzgeralds acquisition could be materially adversely
affected. In addition, certain of our executives provide management services to
Majestic Star, us and our subsidiaries. Accordingly, such executives will not be
able to devote all of their time to us and our subsidiaries.

We face significant competition in each market where we operate.

         We face intense competition in each of the markets in which our gaming
facilities are located. Many of our competitors have significantly greater name
recognition and financial, marketing and other resources than we do. Our
properties compete principally with other gaming properties in or near
California, Nevada, Mississippi and Colorado. In some of these jurisdictions,
competition is expected to intensify as new gaming operations enter these
markets and existing competitors consolidate with one another or expand or
enhance their operations. In addition, we compete with gaming facilities
nationwide, including casinos located on Indian reservations and other
land-based casinos in Nevada and Atlantic City, as well as elsewhere, not only
for customers but also for employees and potential future gaming sites. We also
compete, to some extent, with other forms of gaming on both a local and national
level, including state-sponsored lotteries, Internet gaming, on-and off-track
wagering and card parlors. The expansion of legalized gaming to new
jurisdictions throughout the United States also has increased competition faced
by us and will continue to do so in the future. Additionally, if gaming were
legalized in jurisdictions near our properties where gaming currently is not
permitted, we would face additional competition.

         Increased competition may require us to make substantial capital
expenditures to maintain and enhance the competitive positions of our
properties, including updating slot machines to reflect changing technology,
refurbishing rooms and public service areas periodically, replacing obsolete
equipment on an ongoing basis and making other expenditures to increase the
attractiveness and add to the appeal of our properties. Because we are highly
leveraged, after satisfying our obligations under our outstanding indebtedness,
there can be no assurance that we will have sufficient funds to undertake these
expenditures or

                                       38

<PAGE>

that we will be able to obtain sufficient financing to fund such expenditures.
If we are unable to make such expenditures, our competitive position and our
results of operations could be materially adversely affected.

Extensive government regulation continuously impacts our operations.

         The ownership, management and operation of gaming facilities is subject
to extensive laws, regulations and ordinances which are administered by various
federal, state and local government entities and agencies. The gaming
authorities located in the jurisdictions in which we operate have broad
authority and discretion to require us and our officers, directors, managers,
members, employees and certain security holders to obtain various licenses,
registrations, permits, findings of suitability and other approvals. To enforce
applicable gaming regulations, gaming authorities may, among other things,
limit, suspend or revoke the licenses of any gaming entity or individual, and
may levy fines or forfeiture of assets against us or individuals for violations
of gaming laws or regulations. Any of these actions would have a material
adverse effect on us.

         Government regulations require us to:

         .        pay gaming fees and taxes in each state where we operate a
                  casino;

         .        obtain a gaming license in each state where we operate a
                  casino, which we must have renewed periodically and which may
                  be suspended or revoked if we do not meet detailed regulatory
                  requirements;

         .        receive and maintain federal and state environmental
                  approvals; and

         .        receive and maintain local licenses to sell alcoholic
                  beverages in our casinos.

         No assurances can be given that any new gaming licenses, liquor
licenses, registrations, findings of suitability, permits and approvals,
particularly those related to any proposed expansion, will be given or that
existing ones will be renewed when they expire. We know of no reason why our
existing gaming licenses would not be renewed or maintained, or why new licenses
would not be granted to us; however, any failure to renew or maintain our
licenses or receive new licenses when necessary would have a material adverse
effect on us.

         The compliance costs associated with these laws, regulations and
licenses are significant. A change in the laws, regulations and licenses
applicable to our business or a violation of any current or future laws or
regulations or our gaming licenses could require us to make material
expenditures or could otherwise materially adversely affect our business or
financial results.

Legislation or local referenda on gaming may restrict or adversely impact our
operations.

         The casino entertainment industry is subject to political and
regulatory uncertainty. In some of the jurisdictions in which we currently
operate or from which we attract customers, or in which we may expand, gaming is
subject to local referenda. If the results of a referendum held in a
jurisdiction in which we operate were to restrict gaming in whole or in part or
if the results of a referendum in a nearby non-gaming jurisdiction were to
permit gaming, our results of operations could be negatively impacted.

                                       39

<PAGE>

The right of Fitzgeralds to continue to use the name "Fitzgeralds" may
negatively impact our national brand recognition.

         Under an exclusive license from us, Fitzgeralds has the right to use
the name "Fitzgeralds" in connection with its operation of its existing casino
property in Reno, Nevada and in connection with any casino properties it may
operate in the future in Northern California, Northern Nevada, Oregon and
Washington. We have all other rights to the Fitzgeralds name and all Fitzgeralds
trademarks, service marks and trade dress for use in connection with Fitzgeralds
Tunica, Fitzgeralds Black Hawk and Fitzgeralds Las Vegas. Because Fitzgeralds
operates the existing Reno casino property and may operate any future casino
properties in certain geographic areas under the Fitzgeralds name, we cannot
assure you that our customers will not associate Fitzgeralds Reno and these
other casino properties with our Fitzgeralds Tunica, Fitzgeralds Black Hawk and
Fitzgeralds Las Vegas properties, which association may negatively impact our
nationally recognized brand.

Members of the Fitzgeralds senior management team may become employed by our
competitors in the future, and this could adversely impact our operations.

         In connection with the Fitzgeralds acquisition, certain members of the
senior management team of Fitzgeralds entered into limited noncompete agreements
that will expire on June 6, 2003. Following the expiration of these noncompete
agreements, these former members of the management team of Fitzgeralds may
operate, control, manage or consult for any of our competitors in Tunica,
Mississippi, Black Hawk, Colorado, Las Vegas, Nevada and the surrounding areas.

         These managers have specific knowledge regarding our customer base and
the markets in which we operate. If these managers provide this information to
our competitors, it may adversely affect our ability to compete with other
casino properties in the markets in which we operate.

We have limited operating history.

         Prior to our acquisition of the Fitzgeralds casino properties, we had
limited cash assets, our only liabilities were those under the purchase
agreement with Fitzgeralds, and we had no significant operating history. We
cannot assure you that we will be able to operate the Fitzgeralds casino
properties effectively or realize any of the anticipated benefits of the
acquisition, including expected cost reductions.

Many of our employees belong to unions; any labor disruptions, work stoppages or
significant union imposed wage increases could have an adverse impact on our
business.

         Approximately 16% of our workforce is unionized. At December 31, 2001,
Fitzgeralds Las Vegas employed approximately 924 people, approximately 389 of
whom are represented by the Culinary Workers Union, Local No. 226 and the
Bartenders Union, Local 165, under a five-year contract expiring on May 31,
2002. In addition, four employees are represented by the United Brotherhood of
Carpenters and Joiners of America, Southern California-Nevada Regional Council
of Carpenters and its Affiliated Local No. 1780, under a three-year contract
that expired on July 31, 2001. This contract is currently being renegotiated and
we can give no assurances that such contract will be renegotiated without a
significant increase in wages, or the imposition of other adverse terms. At
December 31, 2001, Fitzgeralds Tunica and Fitzgeralds Black Hawk employed
approximately 1,230 and 363 people, respectively. Any labor disruptions or work
stoppages could have a material adverse effect on our operations.

                                       40

<PAGE>

Loss of our casino properties from service would adversely affect our
operations.

         The operations of our properties are subject to disruptions or reduced
patronage as a result of severe weather conditions. Fitzgeralds Black Hawk is
subject to snow and icy road conditions during the winter months. Our Tunica
vessel and its dockside facilities are subject to risks in addition to those
associated with land-based casinos, including loss of service due to casualty,
mechanical failure, extended or extraordinary maintenance or inspection
(including routine inspections required by the U.S. Coast Guard) and access
restrictions which may be imposed by the Mississippi authorities controlling the
mainline Mississippi River levee in Tunica. Although there can be no assurances,
we believe that these authorities will not exercise their right to impose access
restrictions in the absence of flood or other flood-related effects, hurricane
or other severe weather conditions. Reduced patronage and the loss of our Tunica
dockside vessel or either of our land-based casino properties from service for
any period of time due to severe weather could adversely affect our business,
financial condition and results of operations.

We are subject to potential exposure to environmental liabilities.

         Generally, we are subject to a variety of federal, state and local
governmental laws and regulations relating to the use, storage, discharge,
emission and disposal of hazardous materials. Failure to comply with such laws
could result in the imposition of severe penalties or restrictions on operations
by governmental agencies or courts that could adversely affect operations. We
are not aware of any environmental contamination at the Fitzgeralds properties.
The Fitzgeralds Black Hawk property, however, is located within a 400-square
mile area that in 1983 was designated as the Clear Creek/Central City National
Priorities List Site Study Area ("Study Area") pursuant to the CERCLA. Although
Fitzgeralds Black Hawk is not within any of the specific areas of the Study Area
currently identified for investigation or remediation, no assurance can be given
that environmental problems will not subsequently be discovered, including in
connection with any future construction on the expansion parcel of the property.
Furthermore, the EPA or other governmental authorities could broaden their
investigations and identify areas of concern within the site, we could be
identified as a "potentially responsible party" and any liability related
thereto could have a material adverse effect on us. We do not have insurance to
cover environmental liabilities, if any. Under the Fitzgeralds Purchase
Agreement, we are entitled to indemnification for environmental matters relating
to the properties only in very limited circumstances.

Energy price increases may adversely affect our costs of operations and our
revenues.

         Our casino properties use significant amounts of electricity, natural
gas and other forms of energy. While no shortages of energy have been
experienced, the recent substantial increases in the cost of electricity in the
United States will negatively affect our operating results. The extent of the
impact is subject to the magnitude and duration of the energy price increases,
but this impact could be material. In addition, energy price increases in cities
that constitute a significant source of customers for our properties could
result in a decline in disposable income of potential customers and a
corresponding decrease in visitation to our properties, which could negatively
impact our revenues.

The casino industry generally is dependent on a number of factors that are
beyond our control.

         The economic health of the casino industry is affected by a number of
factors that are beyond our control, including: (i) general economic conditions;
(ii) levels of disposable income of casino patrons; (iii) increased
transportation costs resulting in decreased travel by patrons; (iv) local
conditions in key gaming markets, including seasonal and weather-related
factors; (v) increase in gaming taxes or fees; (vi) competitive
conditions in the gaming industry and in particular gaming markets, including
the effect of such conditions on the pricing of our games and products; and
(vii) the relative popularity of entertainment alternatives to casino

                                       41

<PAGE>

gaming that compete for the leisure dollar. Any of these factors could
negatively impact the casino industry generally, and as a result, our revenues
and results of operations.

Continuing effects of the terrorist attacks on the World Trade Center in New
York and the Pentagon in Washington, D.C., and any future occurrences of
terrorist or other destabilizing events, could negatively affect our revenues
and cash flow.

         On September 11, 2001, the World Trade Center buildings in New York
City and the Pentagon in Washington, D.C. were attacked by terrorists using
hijacked airplanes. The effects of these events have included a decline in
vacation travel and tourism due to, among other factors, fears regarding
additional acts of terrorism, and reduced operations by airlines due to
decreased demands for air travel, new security directives and increased costs.
The magnitude and duration of these effects is unknown and cannot be predicted.
Any decline in vacation travel and tourism could adversely affect our revenues,
particularly with respect to Fitzgeralds Las Vegas, where the majority of our
customers rely on air travel to visit our casino property. Continued or even
worsening negative market conditions related to those terrorist actions, any
future occurrences of terrorist or other destabilizing events, and other actions
that perpetuate a climate of war could cause existing and potential customers to
further delay and cancel travel, convention and vacation plans, could decrease
wagering and increase costs, and as a result could adversely affect our revenues
and cash flow in the future.

We and Investor are prohibited by the Majestic Star Indenture from engaging in
certain transactions with Majestic Star.

         We and Investor have been designated as "unrestricted subsidiaries" by
Majestic Star under the Majestic Star Indenture. As a result, Majestic Star and
certain of its other subsidiaries are prohibited from providing cash or credit
support to us or our subsidiaries or to Investor. We and our subsidiaries and
Investor also are prohibited from engaging in transactions with Majestic Star
and certain of its subsidiaries other than on an arm's length basis and, if a
proposed transaction exceeds $2.0 million in value, Majestic Star and certain of
its subsidiaries may only participate in such transaction with the approval of a
majority of the disinterested members of Majestic Star's board of managers or
following receipt of a written fairness opinion from a nationally recognized
investment banking firm stating that the transaction is fair to Majestic Star
from a financial point of view. Such restrictions could have an adverse effect
on us by limiting our ability and the ability of Investor to engage in
transactions with Majestic Star and its other subsidiaries, which could
potentially impact any synergies we realize from the Fitzgeralds acquisition.

         On the other hand, Majestic Star may redesignate us or Investor as a
restricted subsidiary under the Majestic Star Indenture. In such a case, our
business and operations and the business and operations of Investor,
respectively, would become subject to, and would be required to comply with, the
restrictions set forth in such indenture. These restrictions, many of which are
similar to those contained in the indenture governing the notes, could impair
our ability to raise capital, enter into certain transactions and conduct our
business, which could have a material effect on our business, growth, financial
condition and results of operations and our ability to make payments on the
notes and our other outstanding indebtedness.

We no longer operate the hotel located at our Las Vegas property as a Holiday
Inn, which may impact our ability to attract customers.

         Prior to our acquisition of the Fitzgeralds properties on December 6,
2001, the hotel located at the Las Vegas property was operated as a Holiday Inn,
pursuant to a franchise agreement. We did not assume this agreement from
Fitzgeralds as a part of the acquisition. Although the failure to assume this
contract and continue to operate this hotel as a Holiday Inn may adversely
impact our ability to attract customers, and

                                       42

<PAGE>

therefore our revenues, we believe any potential revenue loss will be offset by
the cost savings we will realize from the elimination of the franchise fee
payment and the cross-marketing of Fitzgeralds Las Vegas with the Company's
other properties.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company does not have any financial instruments held for
traditional purposes, such as trading or other speculative purposes, and does
not hedge any of its market risks with derivative instruments.

         The Company's primary market risk exposure relates to interest risk
exposure through its borrowings and third party financing, including the
Investor Holdings Credit Facility, under which interest accrues on a floating
rate basis. These sources of credit, along with cash flow from operations, are
used to maintain liquidity and fund business operations. The Company typically
replaces borrowings under its third party vendor financing, as necessary, with
shorter termed variable rate financing generally secured by the assets being
acquired. The nature and amount of the Company's debt may vary as a result of
future business requirements, market conditions and other factors.

         The Investor Holdings Credit Facility has a maximum credit line of
$15.0 million. Assuming we have borrowed against the maximum available under the
Investor Holdings Credit Facility, a one-half percentage point change in the
underlying variable rate would result in a change in related interest expense of
$75,000. Additionally, should we assume variable rate debt in the future, we
will be subject to market risk, which is the risk of loss from changes in market
prices and interest rates.

         In addition, we have approximately $152.6 million principal amount of
notes outstanding under the Investor Holdings Indenture. Our fixed rate debt
instruments are not generally affected by a change in the market rates of
interest and therefore, such instruments generally do not have an impact on
future earnings. However, as our fixed rate debt matures, future earnings and
cash flows may be impacted by changes in interest rates related to debt incurred
to fund repayments under maturing facilities.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Item 14(a) of this Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         Not Applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

         The following table sets forth certain information with respect to the
executive officers of the Company as of December 31, 2001. The Company does not
have directors since it is a limited liability company.

         Name and Age                          Position(s) Held
         ------------                          ----------------

         Don H. Barden, 58         Manager, Chairman, President and Chief
                                   Executive Officer

         Michael E. Kelly, 40      Manager, Executive Vice President, Chief
                                   Operating and Financial Officer and Secretary

         Don H. Barden, is the Manager, Chairman, President and Chief Executive
Officer of the Company since its formation, with responsibility for key policy
making functions. Since their formation, Mr. Barden is also President and Chief
Executive Officer of Investor and Manager of Barden Colorado and Barden
Mississippi; Chairman, President and Chief Executive Officer of Majestic Star,
Majestic Investor Capital,

                                       43

<PAGE>

Barden Colorado, Barden Mississippi and Barden Nevada; Chairman and President of
BDI. Mr. Barden also has served as a director of Majestic Investor Capital since
its formation. Additionally, he is the President and Chief Executive Officer of
a group of other companies he owns and/or operates. Over the past 30 years, Mr.
Barden has successfully developed, owned and operated many business enterprises
in various industries including real estate development, casino gaming,
broadcasting, cable television and international trade.

         Michael E. Kelly, is the Manager, Executive Vice President, Chief
Operating and Financial Officer and Secretary of the Company since its
formation, with overall responsibility for the daily operations. Mr. Kelly also
is Executive Vice President, Chief Operating Officer and Financial Officer of
Majestic Star since January 1, 1999, and served as its General Manager up to
October 22, 2001. From April 1996 through December 31, 1998, Mr. Kelly was the
Vice President and Chief Financial Officer of Majestic Star with overall
responsibility for the Company's financial reporting and investor relations
functions. Mr. Kelly assumed the responsibility for management of daily
operations and related activities of Majestic Star effective October 17, 1998.
Mr. Kelly is a Vice President of BDI since April, 1996 and director of Majestic
Investor Capital since its formation. Since their formation, Mr. Kelly is also
Executive Vice President, Chief Operating and Financial Officer of Investor;
Manager of Barden Mississippi; Executive Vice President, Chief Operating and
Financial Officer and Secretary of Majestic Investor Capital, Barden Colorado,
Barden Mississippi and Barden Nevada; Director of Majestic Investor Capital.
From June 1994 to April 1996, Mr. Kelly held various positions with Fitzgeralds
Gaming Corporation, including Vice President of Finance. Mr. Kelly also was the
Senior Director of Operations and Chief Financial Officer of Fitzgeralds Tunica
from July 1994 to November 1995. From September 1991 to June 1994, Mr. Kelly was
Vice President and Chief Financial Officer of Empress River Casino Corporation
and its affiliates. From 1982 to 1991, Mr. Kelly was employed in various senior
finance and administrative functions by Harrah's Hotel & Casino in New Jersey
and Nevada and by the Fitzgeralds Group in Reno and Las Vegas, Nevada.

ITEM 11.  EXECUTIVE COMPENSATION

         The following table sets forth all compensation earned for services
performed for the Company during the fiscal year ended December 31, 2001 by the
Company's Chief Executive Officer and its other executive officers
(collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

         The following table sets forth all compensation earned for services
performed for Majestic Star, Investor and, following its formation in September
of 2001, the Company and each of its subsidiaries, during the fiscal year ended
December 31, 2001 by our Chief Executive Officer and our other executive
officer. All compensation is paid by Majestic Star.

<TABLE>
<CAPTION>
                                                                     Annual Compensation(1)            All Other
                                                                     ----------------------
Name and Position                                           Year           Salary           Bonus   Compensation(2)
-----------------                                           ----           ------           -----   ---------------
<S>                                                         <C>           <C>            <C>         <C>
Don H. Barden (3) .....................................     2001          $ 332,788      $     --    $   1,271
Manager, Chairman, President and Chief ................
Executive Officer .....................................

Michael E. Kelly (3) ..................................     2001          $ 296,635      $175,000    $  24,901
Manager, Executive Vice President, Chief ..............
Operating and Financial Officer .......................
and Secretary
</TABLE>
_______________

                                       44

<PAGE>

(1)      The incremental cost to Majestic Star of providing perquisites and
         other personal benefits did not exceed, as to any "Named Executive
         Officer," the lesser of $50,000 or 10% of the total salary and bonus
         paid to such executive officer for any such year and, accordingly, is
         omitted from the table.

(2)      Amounts represent contractual payments under individual employment
         agreements. In 2001, Majestic Star contributed a 401(k) match of
         $17,530 to Mr. Kelly, and Mr. Kelly was also reimbursed by Majestic
         Star $4,647 for non-deductible medical plan expenditures. In 2001, life
         insurance premiums of $ 1,271 and $ 2,724 were paid by Majestic Star on
         behalf of Messrs. Barden and Kelly, respectively.

(3)      All of Mr. Barden's and Mr. Kelly's compensation is paid by Majestic
         Star, but fifty percent of such compensation is reimbursed by the
         Company through an expense sharing agreement. See Item 13 - "Certain
         Relationships and Related Transactions."

Employment Agreements

         Mr. Barden serves as our Manager, Chairman, President and Chief
Executive Officer and currently receives annual compensation of $370,000 as an
employee, pursuant to a letter agreement dated October 22, 2001 with Majestic
Star.

         Mr. Kelly serves as our Manager, Executive Vice President, Chief
Operating and Financial Officer and Secretary pursuant to a three-year
employment agreement with Majestic Star dated October 22, 2001. Under this
agreement, Mr. Kelly will receive base compensation of $400,000 per year and can
also earn annual incentive compensation based upon his performance and the
performance of Majestic Star and the three Fitzgeralds casinos. In addition to
such compensation, Mr. Kelly is entitled to term life insurance in an amount
equal to $2.5 million and other customary employee benefits, including
participation in Majestic Star's 401(k) plan, together with a $100,000 signing
bonus and an interest free loan in the amount of $200,000 to be repaid in three
equal annual installments. Mr. Kelly is also entitled to additional
compensation, upon a change in control, equal to his base salary and incentive
compensation for the remainder of the term of the agreement, plus 12 months
thereafter. Mr. Kelly's employment agreement contains certain non-competition
provisions with a duration of 12 months following termination of his employment.

Compensation Committee Interlocks and Insider Participation

         We have no standing Compensation Committees. All compensation decisions
are made by Majestic Star, whose sole manager is BDI.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         We are indirectly wholly-owned by Don H. Barden, our Manager, Chairman,
President and Chief Executive Officer.

         The following table sets forth the beneficial ownership of each of the
Company, Majestic Investor Capital, Barden Colorado, Barden Mississippi and
Barden Nevada as of the date hereof.

         Name and Address of Beneficial Owner of
         Majestic Investor Holdings, LLC                             % Ownership
         -------------------------------                             -----------

         Don H. Barden ............................................. 100.0%/1/
             163 Madison Avenue, Suite 2000
             Detroit, MI 48226

                                       45

<PAGE>

_______________
(1)      Includes the membership interests in the Company, all of which are
         beneficially owned directly by Investor, which is directly wholly owned
         by Majestic Star. All of the membership interests in Majestic Star are
         directly wholly owned by BDI, which is directly wholly-owned by Mr.
         Barden.

         Name and Address of Beneficial Owner of
         Majestic Investor Capital Corp.                             % Ownership
         -------------------------------                             -----------

         Don H. Barden ............................................   100.0%/1/
             163 Madison Avenue, Suite 2000
             Detroit, MI 48226

_______________
(1)      Includes the common stock of Majestic Investor Capital, all of which is
         beneficially owned directly by the Company, which is directly wholly
         owned by Investor, which is directly wholly owned by Majestic Star. All
         of the membership interests in Majestic Star are directly wholly owned
         by BDI, which is directly wholly owned by Mr. Barden.

         Name and Address of Beneficial Owner of
         Barden Colorado Gaming, LLC                                 % Ownership
         ---------------------------                                 -----------

         Don H. Barden ............................................   100.0%/1/
             163 Madison Avenue, Suite 2000
             Detroit, MI 48226

_______________
(1)      Includes the membership interests in Barden Colorado Gaming, all of
         which are beneficially owned directly by the Company, which is directly
         wholly owned by Investor, which is directly wholly owned by Majestic
         Star. All of the membership interests in Majestic Star are directly
         wholly owned by BDI, which is directly wholly owned by Mr. Barden.

         Name and Address of Beneficial Owner of
         Barden Mississippi Gaming, LLC                              % Ownership
         ------------------------------                              -----------

         Don H. Barden ............................................   100.0%/1/
             163 Madison Avenue, Suite 2000
             Detroit, MI 48226

_______________
(1)      Includes the membership interests in Barden Mississippi, all of which
         are beneficially owned directly by the Company, which is directly
         wholly owned by Investor, which is directly wholly owned by Majestic
         Star. All of the membership interests in Majestic Star are directly
         wholly owned by BDI, which is directly wholly owned by Mr. Barden.

         Name and Address of Beneficial Owner of
         Barden Nevada Gaming, LLC                                   % Ownership
         -------------------------                                   -----------

         Don H. Barden ............................................   100.0%/1/
             163 Madison Avenue, Suite 2000
             Detroit, MI 48226

_______________
(1)      Includes the membership interests in Barden Nevada, all of which are
         beneficially owned directly by the Company, which is directly wholly
         owned by Investor, which is directly wholly owned by Majestic Star.
         All of the membership interests in Majestic Star are directly wholly
         owned by BDI, which is directly wholly owned by Mr. Barden.

                                       46

<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In September 2000, Investor was capitalized by Majestic Star with $9.0
million of capital contributions, including interest earned thereon. Investor
subsequently contributed this $9.0 million to the Company in connection with
Investor's assignment of its rights and obligations under the Fitzgeralds
purchase and sale agreement to the Company.

         Prior to the consummation of the offering of the Investor Holdings
Senior Secured Notes, the Company issued a 35.71% membership interest to BDI in
exchange for the contribution by BDI of a promissory note for $5.0 million. BDI
subsequently contributed the 35.71% membership interest to Investor, as
additional paid-in equity. Investor currently owns 100% of the membership
interests in the Company. BDI, upon the closing of the offering of the Investor
Holdings Senior Secured Notes, contributed $5.0 million to the Company in
repayment of the promissory note.

         Interest of $185,750 remains outstanding at December 31, 2001 on a $2.0
million note made by Investor to BDI. The note was later assigned to the Company
from Investor. BDI paid the principal of the note in conjunction with the
closing of the Fitzgeralds acquisition on December 6, 2001.

         During 2001, Investor Holdings made a $700,000 loan to BDI. This loan
accrues interest at 7% per annum and is due on December 12, 2002.

Management Agreement

         Pursuant to an amended and restated management agreement entered into
on December 5, 2001, and effective December 6, 2001, BDI will receive a
management fee for acting as our manager. The fee for each fiscal quarter will
be equal to 1% of net revenues plus 5% of our Consolidated Cash Flow (as defined
in the Investor Holdings Indenture) for the immediately preceding fiscal quarter
and may not be paid if we are in default under the Investor Holdings Indenture.
We pay the management fee to BDI as a return on the investment capital
contributed to us by BDI for corporate oversight and governance services and as
an inducement for Mr. Barden, the sole stockholder of BDI, to continue using his
visibility in the gaming industry to promote us. The payment of such management
fees is subordinated to the payment in full of principal, interest, and
liquidated damages, if any, then due on the Investor Holdings Senior Secured
Notes.

Expense Sharing Agreement

         Pursuant to an expense sharing agreement entered into on October 22,
2001, Investor Holdings will reimburse Majestic Star for sixty percent (60%) of
(i) the costs and expenses of executives and certain other employees, including,
but not limited to, salaries, bonuses, benefit payments, insurance and supplies,
(ii) rent and (iii) other similar costs and expenses paid by Majestic Star.
These executives and employees will provide services to both Majestic Star and
to us and our subsidiaries. Currently, due to restrictions set forth in the
Investor Holdings Indenture, the reimbursement percentage is capped at fifty
percent (50%) up to an aggregate of $1.7 million.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  1. Financial Statements as listed on Page F-1.

     2. Financial Statement Schedule as listed on Page F-1.

     3. Exhibits: The exhibits included as part of this report are listed in
        the attached Exhibit Index on Page E-1, which is incorporated herein
        by reference.

(b)  Reports on Form 8-K:

     None.

                                       47
<PAGE>
                          INDEX OF FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
MAJESTIC INVESTOR HOLDINGS, LLC
<S>                                                                                  <C>
    Report of Independent Accountants                                                F-2

    Consolidated Balance Sheet as of December 31, 2001                               F-3

    Consolidated Statement of Operations for the period from inception
         (September 14, 2001) through December 31, 2001                              F-4

    Consolidated Statement of Changes in Members' Equity for the Period
         from inception (September 14, 2001) through December 31, 2001               F-5

    Consolidated Statement of Cash Flows for the period from inception
         (September 14, 2001) through December 31, 2001                              F-6

    Notes to the Consolidated Financial Statements                                   F-7

    Schedule:

         Schedule II - Valuation and Qualifying Accounts                            F-24

    Consolidating Balance Sheets as of December 31, 2001                            F-25

    Consolidating Statements of Operations for the period from inception
         (September 14, 2001) through December 31, 2001                             F-26

    Consolidating Statements of Cash Flows for the period from
         inception (September 14, 2001) through December 31, 2001                   F-27
</TABLE>

    HISTORICAL COMBINED FINANCIAL STATEMENTS OF FITZGERALDS LAS VEGAS, INC.,
                         FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
INDEPENDENT AUDITORS' REPORT................................  F-28
COMBINED FINANCIAL STATEMENTS:
  Balance Sheets at December 31, 2000 and at December 6,
     2001...................................................  F-29
  Statements of Operations for the Years Ended December 31,
     1999 and 2000, and for the Period ended December 6,
     2001...................................................  F-30
  Statements of Stockholder's Deficiency for the Years Ended
     December 31, 1999 and 2000, and for the Period ended
     December 6, 2001.......................................  F-31
  Statements of Cash Flows for the Years Ended December 31,
     1999 and 2000, and for the Period ended December 6,
     2001...................................................  F-32
  Notes to Combined Financial Statements....................  F-34

SUPPLEMENTAL COMBINING SCHEDULES:
  Statement of Operations Information for the Year Ended
     December 31, 1999......................................  F-49
  Statement of Cash Flows Information for the Year Ended
     December 31, 1999......................................  F-50
  Balance Sheet Information at December 31, 2000............  F-51
  Statement of Operations Information for the Year Ended
     December 31, 2000......................................  F-52
  Statement of Cash Flows Information for the Year Ended
     December 31, 2000......................................  F-53
  Balance Sheet Information at December 6, 2001.............  F-55
  Statement of Operations Information for the Period from
     January 1, 2001 through December 6, 2001...............  F-56
  Statement of Cash Flows Information for the Period from
     January 1, 2001 through December 6, 2001...............  F-57
SCHEDULE II-COMBINED VALUATION AND QUALIFYING ACCOUNTS......  F-58
</TABLE>
                                       F-1
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Members of
Majestic Investor Holdings, LLC:


     In our opinion, the financial statements listed in the index appearing
under Item 14a(1) on page F-1 present fairly, in all material respects, the
financial position of Majestic Investor Holdings, LLC and its subsidiaries at
December 31, 2001, and the results of their operations and their cash flows for
the period from inception (September 14, 2001) through December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule listed in
the index appearing under Item 14(a)(2) on page F-1 presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. These financial statements
and financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audit. We conducted our
audit of these statements in accordance with auditing standards generally
accepted in the United States of America which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

     Our audit was conducted for the purpose of forming an opinion on the
consolidated financial statements and financial statement schedule taken as a
whole. The consolidating information on pages F-25 through F-27 is presented for
purposes of additional analysis of the consolidated financial statements rather
than to present the financial position, results of operations and cash flows of
the individual companies. Accordingly, we do not express an opinion on the
financial position, results of operations and cash flows of the individual
companies. However, the consolidating information has been subjected to the
auditing procedures applied in the audit of the consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the consolidated financial statements taken as a whole.


PricewaterhouseCoopers LLP


Chicago, Illinois
April 5, 2002



                                      F-2
<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2001

<TABLE>
<S>                                                                               <C>
ASSETS
Current Assets:
     Cash and cash equivalents ............................................       $ 17,704,815
     Accounts receivable, less allowance for
         doubtful accounts of $248,042 ....................................          1,464,834
     Inventories ..........................................................            957,564
     Prepaid expenses .....................................................          1,212,653
     Due from Seller ......................................................             82,832
     Note receivable from related party ...................................            700,000
     Other                                                                              15,552
                                                                                  ------------
         Total current assets                                                       22,138,250
                                                                                  ------------

Property, equipment and barge improvements, net ...........................        122,427,962
Intangible assets, net ....................................................         19,290,753
Goodwill ..................................................................         10,602,250
Other Assets:
     Deferred financing costs, net of accumulated amortization
         of $83,897 .......................................................          7,023,706
     Restricted cash ......................................................          1,000,000
     Other assets and deposits ............................................            945,618
                                                                                  ------------
         Total other assets ...............................................          8,969,324
                                                                                  ------------

         Total Assets .....................................................       $183,428,539
                                                                                  ============

LIABILITIES AND MEMBERS' EQUITY
Current Liabilities:

     Current maturities of long-term debt .................................       $  6,656,574
     Accounts payable .....................................................          1,946,730
     Other accrued liabilities:
         Payroll and related ..............................................          5,006,114
         Interest .........................................................          1,208,779
         Progressive Jackpots .............................................          2,274,050
         Slot club liability ..............................................          2,241,876
     Other accrued liabilities ............................................          5,043,988
                                                                                  ------------
         Total current liabilities ........................................         24,378,111
                                                                                  ------------

Due to related parties ....................................................          1,177,829
Long-term debt, net of current maturities .................................        145,340,304
                                                                                  ------------

         Total Liabilities ................................................       $170,896,244
                                                                                  ------------

Commitments and contingencies

Members' Equity:
     Members' contributions ...............................................       $ 13,803,192
     Accumulated deficit ..................................................         (1,270,897)
                                                                                  ------------
     Total members' equity ................................................         12,532,295
                                                                                  ------------

         Total Liabilities and Members' Equity ............................       $183,428,539
                                                                                  ============
</TABLE>

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

                                      F-3

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC
                      CONSOLIDATED STATEMENT OF OPERATIONS

  FOR THE PERIOD FROM INCEPTION (SEPTEMBER 14, 2001) THROUGH DECEMBER 31, 2001

<TABLE>
<S>                                                  <C>
Revenues:
     Casino ........................................ $ 10,358,799
     Rooms .........................................    1,079,456
     Food and beverage .............................    1,189,804
     Other .........................................      203,858
                                                     ------------
                                                       12,831,917
         Less promotional allowances ...............   (2,310,848)
                                                     ------------
         Net revenues ..............................   10,521,069

Costs and expenses:
     Casino ........................................    4,111,503
     Rooms .........................................      628,910
     Food and beverage .............................      706,947
     Other .........................................      108,732
     Gaming taxes ..................................      808,464
     Advertising and promotion .....................      926,226
     General and administrative ....................    1,569,643
     Depreciation and amortization .................      920,648
     Pre-opening expenses ..........................    1,018,234
                                                     ------------

                                                       10,799,307
                                                     ------------

         Loss from operations ......................     (278,238)

Other income (expense):
         Interest income ...........................      218,201
         Interest expense ..........................   (1,210,860)
                                                     ------------
                                                         (992,659)
                                                     ------------
     Net loss ...................................... $ (1,270,897)
                                                     ============
</TABLE>

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

                                      F-4

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC
              CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY

  FOR THE PERIOD FROM INCEPTION (SEPTEMBER 14, 2001) THROUGH DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                       Capital                                 Total
                                    Contributions   Accumulated Deficit    Members' Equity
                                    -------------   -------------------    ---------------
<S>                                   <C>             <C>                  <C>
Contribution from Majestic Investor   $  8,803,192    $         --         $  8,803,192
Members' contribution                    5,000,000              --            5,000,000
Net loss                                        --      (1,270,897)          (1,270,897)
                                      ------------    ------------         ------------
Balance, December 31, 2001            $ 13,803,192    $ (1,270,897)        $ 12,532,295
                                      ============    ============         ============
</TABLE>


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

                                       F-5

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC
                      CONSOLIDATED STATEMENT OF CASH FLOWS

  FOR THE PERIOD FROM INCEPTION (SEPTEMBER 14, 2001) THROUGH DECEMBER 31, 2001

<TABLE>
<S>                                                                                          <C>
Cash Flows From Operating Activities:
Net loss ..............................................................................     $   (1,270,897)
Adjustments to reconcile net loss to net cash provided by operating activities:
     Depreciation and amortization ....................................................            920,648
     Increase in accounts receivable, net .............................................           (532,843)
     Decrease in related party payables ...............................................             (8,665)
     Decrease in inventories ..........................................................             20,886
     Increase in prepaid expenses .....................................................           (296,365)
     Increase in other assets .........................................................            (24,503)
     Increase in accounts payable .....................................................            394,988
     Increase in accrued interest .....................................................          1,208,779
     Increase in accrued and other liabilities ........................................          2,222,443
                                                                                            --------------
         Net cash provided by operating activities ....................................          2,634,471
                                                                                            --------------

Cash Flows From Investing Activities

Payment for purchase of Fitzgeralds, net of cash acquired .............................       (143,758,152)
Acquisition of property and equipment .................................................           (122,696)
                                                                                            --------------
     Net cash used in investing activities ............................................       (143,880,848)
                                                                                            --------------

Cash Flows From Financing Activities

Proceeds from issuance of 11.653% Senior Secured Notes ................................        145,000,400
Payment of Senior Secured Notes issuance costs ........................................         (6,815,090)
Member's equity contribution ..........................................................          5,000,000
Contribution from Majestic Investor. ..................................................          8,803,191
Cash advances from related parties ....................................................          1,168,273
Issuance of loan to Barden Development, Inc. ..........................................           (700,000)
Line of credit ........................................................................          6,500,000
Cash paid to reduce long-term debt ....................................................             (5,582)
                                                                                            --------------
     Net cash provided by financing activities ........................................        158,951,192
                                                                                            --------------

Net increase in cash and cash equivalents .............................................         17,704,815
Cash and cash equivalents, beginning of period ........................................                  -
                                                                                            --------------
Cash and cash equivalents, end of period ..............................................     $   17,704,815
                                                                                            ==============
</TABLE>

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

                                       F-6

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation:

     Majestic Investor Holdings, LLC (the "Company"), is a wholly-owned
subsidiary of Majestic Investor, LLC and an indirect wholly-owned subsidiary of
The Majestic Star Casino, LLC ("Majestic Star"), owner and operator of the
Majestic Star Casino, a riverboat casino located at Buffington Harbor in Gary,
Indiana. The Company is indirectly wholly-owned and controlled by Don H. Barden,
the Company's Manager Chairman, President and Chief Executive Officer.

     On November 22, 2000, Majestic Investor, LLC entered into a definitive
purchase and sale agreement, as amended, with Fitzgeralds Gaming Corporation and
certain of its affiliates (the "Seller") to purchase substantially all of the
assets of three of its subsidiaries for $149.0 million in cash, subject to
adjustment in certain circumstances, plus the assumption of certain liabilities.
Majestic Investor, LLC assigned all of its rights and obligations under the
purchase and sale agreement to the Company following the formation of the
Company. At the date of assignment, Majestic Investor, LLC had approximately
$8.8 million of assets, no liabilities and $8.8 million of members' equity. The
assignment and contribution has been reflected in the consolidated financial
statements of Majestic Investors Holdings, LLC as though it occurred as of the
beginning of the period.

     The Company is a Delaware limited liability company formed on September 14,
2001 solely for the purpose of acquiring substantially all of the assets of
Fitzgeralds Las Vegas, Inc., Fitzgeralds Mississippi, Inc. and 101 Main Street
Limited Liability Company (hereinafter referred to as the Fitzgeralds assets).
The three newly formed subsidiaries that hold the Fitzgeralds assets and provide
gaming and related entertainment to the public include Barden Mississippi
Gaming, LLC, Barden Colorado Gaming, LLC and Barden Nevada Gaming, LLC. Majestic
Investor Capital Corp. ("MICC"), a wholly-owned subsidiary of the Company, was
formed specifically to facilitate the offering of the senior secured notes, the
proceeds of which were used to purchase the Fitzgeralds assets. MICC does not
have any material assets or operations. The Company completed the purchase of
the Fitzgeralds assets on December 6, 2001. The three Fitzgeralds brand casinos
are "restricted subsidiaries" of the Company under the Indenture relating to the
Company's 11.653% Senior Secured Notes.

     Except where otherwise noted, the words "we," "us," "our" and similar
terms, as well as the "Company," refer to Majestic Investor Holdings, LLC and
all of its subsidiaries.

2.   Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All intercompany
balances and transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS - The Company considers cash equivalents to include
short-term investments with original maturities of ninety days or less. Cash
equivalents are carried at cost plus accrued interest which approximates fair
value. The Company places its cash primarily in checking and money market
accounts with high credit quality financial institutions which, at times, have
exceeded federally insured limits.

                                       F-7

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   Summary of Significant Accounting Policies (Continued)

RESTRICTED CASH - At December 31, 2001, restricted cash represents U.S. Treasury
Notes held in an escrow account for the benefit of certain owners of land leased
to Barden Nevada Gaming, LLC.

CONCENTRATION OF CREDIT RISK - Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of casino
accounts receivable. The Company extends credit to approved casino customers
following background checks and investigations of creditworthiness. An estimated
allowance for doubtful accounts is maintained to reduce the Company's
receivables to their carrying amount, which approximate fair value. Management
believes that as of December 31, 2001, no significant concentrations of credit
risk existed for which an allowance had not already been determined and
recorded.

INVENTORIES - Inventories, consisting principally of food, beverage, and gift
shop items are stated at the lower of cost or market value. Cost is determined
by the first-in, first-out method.

OTHER ASSETS - The estimated cost of normal operating quantities (base stock) of
china, silverware, glassware, linen, uniforms and utensils has been recorded as
an asset and is not being depreciated. Costs of base stock replacements are
expensed as incurred. Other assets in the accompanying consolidated balance
sheet include $627,473 of base stock inventories at December 31, 2001.

PROPERTY AND EQUIPMENT - Property and equipment are stated at cost. Depreciation
expense is computed utilizing the straight-line method over the estimated useful
lives of the depreciable assets. Certain equipment held under capital leases are
classified as property and equipment and amortized using the straight-line
method over the lease terms and the related obligations are recorded as
liabilities. Costs of major improvements are capitalized; costs of normal
repairs and maintenance are charged to expense as incurred. Gains or losses on
dispositions of property and equipment are recognized in the consolidated
statement of operations when incurred.

DEFERRED FINANCING COSTS - Deferred financing costs represent agent's
commission, closing costs and professional fees incurred in connection with the
issuance of the 11.653% Senior Secured Notes and the $15.0 million line of
credit. Such costs are being amortized over the six year term of the notes and
over the four year term of the line of credit, respectively, using the effective
interest method.

GOODWILL - Goodwill represents the cost of net assets acquired in excess of
their fair value. Goodwill for acquisitions after June 30, 2001 is not subject
to amortization but is subject to impairment testing at least annually.

INTANGIBLE ASSETS - Intangible assets are amortized over their estimated useful
lives, generally eight to ten years.

REVENUE RECOGNITION - Casino revenue is the net win from gaming activities,
which is the difference between gaming wins and losses.  The majority of our
casino revenue is counted in the form of cash, chips and tokens and therefore
is not subject to any significant or complex estimation procedures.  Room, food
and beverage and other revenues are recognized at the time the related service
is performed.
                                       F-8

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   Summary of Significant Accounting Policies (Continued)

PROMOTIONAL ALLOWANCES - Revenues include the retail value of hotel rooms, food
and beverage and other services which were provided to customers without charge.
The corresponding charges have been deducted from revenue in the accompanying
consolidated statement of operations as promotional allowances in the
determination of net revenues. The estimated direct cost of providing
promotional allowances has been included in costs and expenses as follows:

<TABLE>
<CAPTION>
                                   For the Period from Inception (September 14,
                                           2001) through December 31, 2001
                                           -------------------------------

<S>                                                  <C>
     Hotel rooms                                     $ 254,918
     Food and beverage                                 837,469
     Other                                              50,543
</TABLE>

Promotional allowances also include cash-back incentives in our Slot Club and
other gaming programs.  The Company provides cash-back incentives to patrons who
earn a percentage of their cash wagered when the patron uses their slot card
provided by the casino.  The patrons receive checks or coupons that can be
redeemed for cash with varying expiration terms.  The percentage of cash earned
varied depending upon competitive conditions.

PRE-OPENING COSTS - Pre-opening costs are expensed as incurred.

FEDERAL INCOME TAXES - The Company is a limited liability corporation which
results in the tax attributes of the Company passing through to its Members.
Accordingly, federal and state income taxes have not been provided for in the
Company's financial statements.

ADVERTISING COSTS - Advertising expenditures are expenses as incurred.
Advertising costs included in advertising and promotion expenses were $199,337
for the period from inception (September 14, 2001) through December 31, 2001.

LONG-LIVED ASSETS - Long-lived assets and certain identifiable intangibles held
and used by the Company are reviewed for impairment when events or changes in
circumstances warrant such a review. The carrying value of a long-lived or
intangible asset is considered impaired when the anticipated undiscounted cash
flow from such asset is less than its carrying value. In that event, an
impairment loss is recognized. Losses on long-lived assets to be disposed of are
determined in a similar manner, except that fair values are reduced for the cost
of disposition.

SLOT CLUB LIABILITY - The Company has accrued for the liability of points earned
but not redeemed by its Slot Club members, less inactive players and expired
points. The liability is calculated based on an average historical redemption
rate. Expenses incurred from actual cash redemptions and the change in reserve
for slot club redemptions is included in promotional allowances on the
consolidated statement of operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The Company believes, based upon current
information, that the carrying value of the Company's cash and cash equivalents,
restricted cash, accounts receivable and accounts payable approximates fair
value. The Company estimates the fair value of its long-term debt approximates
its carrying value based on quoted market prices for the same or similar issues.

                                       F-9

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   Summary of Significant Accounting Policies (Continued)

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - We adopted Emerging Issues Task
Force ("EITF") No. 00-14, "Accounting for Certain Sales Incentives," EITF 00-22,
"Accounting for `Points' and Certain Other Time-Based or Volume-Based Sales
Incentive Offers, and Offers for Free Products or Services to Be Delivered in
the Future," and EITF 00-25, "Accounting for Consideration from a Vendor to a
Retailer in Connection with the Purchase or Promotion of the Vendor's Products,"
which requires the cash-back component of the Company's Slot Club reward
program, including promotional coupons, be classified as a reduction of
revenues.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations,"
SFAS No. 142, "Goodwill and Other Intangible Assets" and SFAS No. 143,
"Accounting for Asset Retirement Obligations." SFAS No. 141 requires all
business combinations to be accounted for using the purchase method of
accounting. SFAS No. 141 is required to be implemented for all acquisitions
initiated after June 30, 2001, and all business combinations accounted for using
the purchase method for which the date of acquisition is July 1, 2001, or later.
We applied SFAS No. 141 for our acquisition of the Fitzgeralds assets.

Under SFAS No. 142, goodwill and other indefinite lived intangible assets are no
longer subject to amortization over their useful lives, rather, they are subject
to assessments for impairment at least annually. Also, under SFAS No. 142, an
intangible asset should be recognized if the benefit of the intangible asset is
obtained through contractual or other legal rights or if the intangible asset
can be sold, transferred, licensed, rented or exchanged. Such intangibles will
be amortized over their useful lives. Under SFAS No. 142, our acquisition of the
Fitzgeralds assets was immediately subject to the provisions of SFAS No. 142. We
will test these assets for impairment at least annually.

Under SFAS No. 143, the fair value of a liability for an asset retirement
obligation is required to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS No. 143 will be implemented by us on January 1, 2002. Adoption of SFAS No.
143 is not anticipated to have a material impact on our consolidated financial
statements.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" which supercedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
and amends Accounting Principles Board ("APB") Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effect of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." SFAS No. 144 addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and is effective for fiscal years
beginning after December 15, 2001, and interim periods within those fiscal
years. Adoption of SFAS No. 144 will not have a material impact on our
consolidated financial statements.

                                      F-10

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   Acquisitions

On December 6, 2001, we completed the acquisition of substantially all of the
assets and assumed certain liabilities of Fitzgeralds Las Vegas, Inc.
("Fitzgeralds Las Vegas"), Fitzgeralds Mississippi, Inc. ("Fitzgeralds Tunica")
and 101 Main Street Limited Liability Company ("Fitzgeralds Black Hawk") (the
"Fitzgeralds assets") for approximately $152.7 million in cash, which includes
the purchase price of $149.0 million and professional fees and other expenses
related to the acquisition. We are accounting for the acquisition under the
purchase method. Accordingly, the purchase price is allocated to the underlying
assets acquired and liabilities assumed based upon their estimated fair values
at the date of acquisition. We determined the estimated fair value of property
and equipment and intangible assets based upon third-party valuations.

The purchase price was determined based upon estimates of future cash flows and
the net worth of the assets acquired. We funded the acquisition through the
issuance of 11.653% Senior Secured Notes (see Note 6). The results of operations
for the twenty-five days ended December 31, 2001, since the acquisition on
December 6, 2001, are included in our consolidated statement of operations. The
following table summarizes the estimated fair value of the assets acquired and
the liabilities assumed at the acquisition date.

<TABLE>
<CAPTION>
(In millions)                               At December 6, 2001
                                            -------------------

<S>                                               <C>
Current assets                                    $  12.2
Property and equipment                              122.9
Intangible assets                                    19.4
Goodwill                                             10.6
Other noncurrent assets                               2.0
                                                  -------

     Total assets acquired                          167.1
                                                  -------

Current liabilities                                  14.0
Other noncurrent liabilities                          0.4
                                                  -------

     Total liabilities assumed                       14.4

Net                                               $ 152.7
                                                  =======
</TABLE>

Intangible assets primarily include $9.8 million for customer relationships,
$3.7 million for tradename and $5.2 million for gaming licenses. Intangible
assets for customer relationships and tradename are being amortized over a
period of 8-10 years. In accordance with SFAS 142, goodwill, and other
indefinite lived intangible assets such as the Company's gaming license, are not
amortized but instead are subject to impairment tests at least annually.

                                      F-11

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   Acquisitions (Continued)

The following unaudited pro forma consolidated financial information has been
prepared assuming our acquisition occurred on January 1, 2001.

<TABLE>
<CAPTION>
                                            For the year ended
                                            December 31, 2001
                                            -----------------
                                         (Unaudited in thousands)

<S>                                              <C>
Net revenues                                     $168,180

Income from operations                           $  4,077

Net loss                                         $(14,777)
</TABLE>

These unaudited pro forma results are presented for comparative purposes only.
The pro forma results are not necessarily indicative of what our actual results
would have been had the acquisition been completed as of the beginning of the
year, or of future results.

4.   Property and Equipment

Property and equipment at December 31, 2001 consists of the following:

<TABLE>
<CAPTION>
                                                                                Estimated Service
                                                                  2001            Life (Years)
                                                                  ----          -----------------
<S>                                                           <C>                     <C>
              Land                                            $  6,403,375
              Buildings and improvements                        69,287,364              25
              Site improvements                                 15,870,892               9
              Barge and improvements                            14,655,000              13
              Furniture, fixtures and equipment                 16,157,574               4
              Construction in progress                             696,229
                                                              ------------
                                                               123,070,434

              Less accumulated depreciation
                and amortization                                  (642,472)
                                                              ------------

              Property and equipment, net                     $122,427,962
                                                              ============
</TABLE>

Depreciation and amortization of property and equipment was $642,472 for the
period from inception (September 14, 2001) through December 31, 2001.
Substantially all property and equipment are pledged as collateral on long-term
debt. See Note 6.

                                      F-12

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.   Other Intangible Assets

The gross carrying amount and accumulated amortization of the Company's
intangible assets, other than goodwill, as of December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                                              Gross Carrying      Accumulated
                                                   Amount         Amortization
                                              --------------------------------
                                                        (in thousands)
<S>                                                <C>              <C>
Amortized intangible assets:


Customer relationships                             $ 9,800          $   (84)
Tradename                                            3,700              (25)
Riverboat excursion license                            700               --
                                                   -------          -------
Total                                              $14,200          $  (109)
                                                   =======          =======

Unamortized intangible assets:

Gaming license                                     $ 5,200
                                                   -------
Total                                              $ 5,200
                                                   =======
</TABLE>

The amortization expense recorded on the intangible assets for the period from
inception (September 14, 2001) through December 31, 2001 was $0.1 million. The
estimated amortization expense for each of the five succeeding fiscal years is
as follows:

<TABLE>
<CAPTION>
For the year ending December 31,
--------------------------------
<S>                                 <C>
2002                                $1,595
2003                                 1,642
2004                                 1,642
2005                                 1,642
2006                                 1,642

                                      F-13
</TABLE>

<PAGE>

                        MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.  Long - Term Debt

Long-term debt at December 31, 2001 is as follows:
<TABLE>
<S>                                                                                    <C>
$152,632,000 senior secured notes payable, net of unamortized discount of
$7,546,568, collateralized by a first priority lien on substantially all of the
assets of the Company, due in semi-annual installments of interest at 11.653% on
May 31 and November 30, with a final payment of principal and interest due on
November 30, 2007.                                                                     $ 145,085,432

$15.0 million four-year credit facility established on December 6, 2001,
expiring on December 5, 2005; collateralized by substantially all current and
future assets, other than excluded assets; interest rate at the borrowers choice
of LIBOR plus 2% or the base rate which approximates the prime rate.                       6,500,000

Equipment and software financing payable including related use taxes;
collateralized by gaming equipment; interest rates from 7.5% to 12.0%; due in
aggregate monthly installments (principal and interest) of approximately
$13,526, with varying maturity dates through September 2005.                                 411,446
                                                                                      --------------

                                                                                         151,996,878

Less current maturities                                                                   (6,656,574)
                                                                                      --------------

Long-term debt, net of current maturities                                             $  145,340,304
                                                                                      ==============
</TABLE>


The scheduled maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
Year Ending December 31,                        Maturities
<S>                                         <C>
       2002                                 $    6,656,574
       2003                                        133,066
       2004                                         84,346
       2005                                         37,460
       2006                                              -
     Thereafter                                145,085,432
                                            --------------

                                            $  151,996,878
                                            ==============
</TABLE>

Senior Secured Notes

On December 6, 2001, the Company issued $152.6 million of 11.653% Senior Secured
Notes due 2007. The net proceeds of $145,000,400 from the offering, together
with an equity contribution from our member and one of our managers, were
utilized to purchase substantially all of the assets of Fitzgeralds Tunica,
Fitzgeralds Black Hawk and Fitzgeralds Las Vegas and to pay related fees and
expenses.

                                      F-14

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.   Long - Term Debt (Continued)

The Senior Secured Notes bear interest at a fixed rate of 11.653% per annum
payable May 31 and November 30 each year, commencing May 31, 2002. Substantially
all of the Company's current and future assets other than certain excluded
assets are pledged as collateral. The notes rank senior in right of payment to
any of the Company's subordinated indebtedness and equally with any of the
Company's senior indebtedness.

On or after November 30, 2005, the Company has the right to redeem notes from
time to time at a price that will decrease over time from 105.827% of the
principal amount in 2005 to 100% of the principal amount in 2006, plus, in each
case, accrued and unpaid interest. Prior to November 30, 2004, the Company may,
at its option, apply part of the net proceeds from certain equity offerings, as
defined, to redeem up to 35% of the principal amount of the notes at 111.653% of
their face amount, plus accrued and unpaid interest.

The Indenture contains covenants, which among other things, restrict the
Company's ability to (i) make certain distributions and payments, (ii) incur
additional indebtedness, (iii) enter into transactions with affiliates, (iv)
sell assets or stock, and (v) merge, consolidate or transfer substantially all
of its assets.

Credit Facility

On December 6, 2001, the Company established a $15.0 million four-year credit
facility. The Company is permitted to borrow up to $12.0 million under the
credit facility, pending the approval by the Nevada Gaming Authorities of the
pledge by Majestic Investor Holdings, LLC of the membership interests in Barden
Nevada Gaming, LLC in connection with the credit facility. The Company recently
filed an application for the necessary approval by the Nevada Gaming Authorities
for the pledge necessary in connection with the credit facility. The credit
facility is collateralized by substantially all of the Company's current and
future assets, other than the excluded assets. The lien on the collateral
securing the Company's credit facility is senior to the lien on the collateral
securing the senior secured notes. The credit facility also contains financial
covenants and restrictions on, among other things, indebtedness, investments,
distributions and mergers.

Intercreditor Agreement

In connection with the Company entering into its credit facility, the trustee
under the indenture (as collateral agent) entered into an intercreditor
agreement with Foothill Capital Corporation, as the lender under the Company's
credit facility, which, among other things, subordinates the liens securing the
senior secured notes to the liens securing the indebtedness under the Company's
credit facility.

                                      F-15

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.   Long - Term Debt (Continued)

The intercreditor agreement, among other things, limits the trustee's rights in
an event of default under the senior secured notes. Under the intercreditor
agreement, if the senior secured notes become due and payable prior to the
stated maturity or are not paid in full at the stated maturity at a time during
which we have indebtedness outstanding under the Company's credit facility, the
trustee will not have the right to foreclose upon the collateral unless and
until the lenders under the Company's credit facility fail to take steps to
exercise remedies with respect to or in connection with the collateral within
180 days following notice to such lenders of the occurrence of an event of
default under the indenture. In addition, the intercreditor agreement prevents
the trustee and the holders of the senior secured notes from pursuing remedies
with respect to the collateral in an insolvency proceeding. The intercreditor
agreement also provides that the net proceeds from the sale of collateral will
first be applied to repay indebtedness outstanding under our credit facility and
thereafter to the holders of the senior secured notes.

7.   Commitments and Contingencies

Leases

The Company has operating leases that cover various office and gaming equipment.
Future minimum lease payments for operating leases with initial terms in excess
of one year as of December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                    Year ending December 31,
<S>                                                    <C>
                    2002                               $1,374,495
                    2003                                1,206,426
                    2004                                  925,036
                    2005                                  774,092
                    2006                                  774,092
                    Thereafter                            774,092
                                                       ----------

                                                       $5,828,233
                                                       ==========
</TABLE>

Rent expense for the period from inception (September 14, 2001) through December
31, 2001 was $363,925.

Employment Agreements

Mr. Don H. Barden serves as the Company's Manager, Chairman, President and Chief
Executive Officer and currently receives annual compensation of $370,000 as an
employee, pursuant to a letter agreement dated October 22, 2001 with The
Majestic Star Casino, LLC.

                                      F-16

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   Commitments and Contingencies (Continued)

Mr. Michael E. Kelly serves as the Company's Manager, Executive Vice President,
Chief Operating and Financial Officer and Secretary pursuant to a three-year
employment agreement with The Majestic Star Casino, LLC dated October 22, 2001.
Under this agreement, Mr. Kelly will receive base compensation of $400,000 per
year and can also earn annual incentive compensation based upon his performance
and Majestic Star's performance. In addition to such compensation, Mr. Kelly is
entitled to term life insurance in an amount equal to $2.5 million and other
customary employee benefits, including participation in The Majestic Star
Casino, LLC's 401(k) plan, together with a $100,000 signing bonus and an
interest free loan in the amount of $200,000 to be repaid in three equal annual
installments. Mr. Kelly is also entitled to additional compensation, upon a
change in control, equal to his base salary and incentive compensation for the
remainder of the term of the agreement, plus 12 months thereafter. Mr. Kelly's
employment agreement contains certain non-competition provisions with a duration
of 12 months following termination of his employment.

The amounts payable pursuant to the agreements with Messrs. Barden and Kelly are
the responsibility of Majestic Star. As indicated in Note 8, the Company entered
into an Expense Reimbursement/Sharing Agreement with Majestic Star whereby the
Company will reimburse Majestic Star for a specified percentage of expenses paid
by Majestic Star for the Company's corporate overhead.

Gaming Regulations

The ownership and operation of our casino gaming facilities are subject to
various state and local regulations in the jurisdictions where they are located.
In Nevada, our gaming operations are subject to the Nevada Gaming Control Act,
and to the licensing and regulatory control of the Nevada Gaming Commission, the
Nevada State Gaming Control Board and various local ordinances and regulations,
including, without limitation, applicable city and county gaming and liquor
licensing authorities. In Mississippi, our gaming operations are subject to the
Mississippi Gaming Control Act, and to the licensing and/or regulatory control
of the Mississippi Gaming Commission, the Mississippi State Tax Commission and
various state and local regulatory agencies, including liquor licensing
authorities. In Colorado, our gaming operations are subject to the Limited
Gaming Act of 1991, which created the Division of Gaming within the Colorado
Department of Revenue and the Colorado Limited Gaming Control Commission to
license, implement, regulate and supervise the conduct of limited gaming. Our
operations are also subject to the Colorado Liquor Code and the state and local
liquor licensing authorities. In addition, as The Majestic Star Casino, LLC does
business in the State of Indiana, the Company is subject to certain reviews by
the Indiana Gaming Commission.

The Company's directors, officers, managers and key employees are required to
hold individual licenses, which requirements vary from jurisdiction to
jurisdiction. Licenses and permits for gaming operations and of individual
licensees are subject to revocation or non-renewal for cause. Under certain
circumstances, holders of our securities are required to secure independent
licenses and permits.

                                      F-17

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.   Related Party Transactions

In September 2000, Majestic Investor, LLC was capitalized by Majestic Star with
$8.8 million of capital contributions, including interest thereon. Majestic
Investor, LLC subsequently contributed this $8.8 million to the Company in
connection with the assignment of its rights and obligations under the
Fitzgeralds purchase and sale agreement to the Company.

On November 22, 2000, Majestic Investor, LLC entered into a definitive purchase
and sale agreement, as amended, with Fitzgeralds Gaming Corporation and certain
of its affiliates to purchase substantially all of the assets of three of its
subsidiaries for $149 million in cash, subject to adjustment in certain
circumstances, plus the assumption of certain liabilities. Majestic Investor,
LLC assigned all of its rights and obligations under the purchase and sale
agreement to the Company following formation of the Company.

Prior to the consummation of the offering of the 11.653% Senior Secured Notes,
the Company issued a 35.71% membership interest to Barden Development, Inc. (a
company wholly-owned by Mr. Barden and a member of Majestic Star Casino, LLC)
("BDI") in exchange for the contribution by BDI of a note for $5.0 million. BDI
subsequently contributed the 35.71% membership interest to Majestic Investor,
LLC as additional paid-in-equity. Majestic Investor, LLC currently owns 100% of
the membership interests of the Company. BDI, upon closing of the offering of
the Senior Secured Notes, contributed $5.0 million to the Company in repayment
of the promissory note.

On September 19, 2001, the Company entered into a Management Agreement with BDI,
which was amended and restated on December 5, 2001 effective December 6, 2001,
pursuant to which the Company will pay to BDI fees for acting as the Manager of
the Company, which Management Fees, for any fiscal quarter, shall not exceed 1%
of net revenues plus 5% of consolidated cash flow for the immediately preceding
fiscal quarter, provided that the payment of such Management Fees shall be
subordinated to the payment in full of principal, interest, premium and
liquidated damages, as defined, if any, then due on the Senior Secured Notes.

On October 22, 2001, the Company entered into an Expense Reimbursement/Sharing
Agreement with Majestic Star, pursuant to which the Company and its restricted
subsidiaries will each reimburse Majestic Star for a specified percentage of the
documented out-of-pocket expenses paid by Majestic Star for the Company's
corporate overhead, including (i) the costs and expenses of executives and
certain other employees, including, but not limited to, salaries, bonuses,
benefit payments, insurance, and supplies, (ii) rent and (iii) other similar
costs and expenses.  From the period from inception (September 14, 2001) through
December 31, 2001, the Company incurred approximately $142,000 related to the
Expense Reimbursement/Sharing Agreement which has been recorded as general and
administrative expenses within the consolidated statement of operations. In
addition, the Company incurred approximately $1.0 million in wages and related
fringe benefits for executives and other employees paid by Majestic Star that
were related to the acquisition of Fitzgeralds Las Vegas, Fitzgeralds
Mississippi and Fitzgeralds Tunica during the pre-opening and development stage
of the Company from December 1999 until the Expense Reimbursement Agreement
became effective on October 22, 2001. This amount has been recorded as
pre-opening expenses within the consolidated statement of operations. In total,
the Company owed Majestic Star $1,177,829 at December 31, 2001.

Interest of $185,750 on a $2.0 million note made by Majestic Investor, LLC to
BDI which was later assigned to Majestic Investor Holdings, LLC remains
outstanding at December 31, 2001. BDI paid the principal of the note in
conjunction with the closing of the acquisition on December 6, 2001.

In December 2001, the Company issued a $700,000 note to BDI. The note bears
interest at a rate of 7% per annum. The principal and accrued but unpaid
interest are due and payable in full on December 12, 2002.

                                      F-18

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.   Segment Information

The Company owns and operates three properties as follows: a casino and hotel
located in downtown Las Vegas, Nevada; a casino and hotel located in Tunica,
Mississippi; and a casino located in Black Hawk, Colorado (collectively, the
"Properties"). The Company identifies its business in three segments based on
geographic location. The Properties market in each of their segments primarily
to middle-income guests, emphasizing their Fitzgeralds brand and their
"Fitzgerald Irish Luck" theme. The major products offered in each segment are as
follows: casino, hotel (except for Fitzgeralds Black Hawk) and food and
beverage.

The accounting policies of each business segment are the same as those described
in the summary of significant accounting policies. There are minimal
inter-segment sales. Corporate costs are allocated to the business segment
through management fees.

A summary of the Properties' operations by business segment for the period from
Inception (September 14, 2001) through December 31, 2001 is presented below:

<TABLE>
<CAPTION>
                                                                  (in thousands)
<S>                                                                 <C>
Net revenues:
     Fitzgeralds Las Vegas ......................................   $     3,081
     Fitzgeralds Tunica .........................................         5,368
     Fitzgeralds Black Hawk .....................................         2,072
     Unallocated and other(1) ...................................             -
                                                                    -----------
         Total ..................................................   $    10,521
                                                                    ===========

Income (loss) from operations:
     Fitzgeralds Las Vegas ......................................   $      (393)
     Fitzgeralds Tunica .........................................           654
     Fitzgeralds Black Hawk .....................................           674
     Unallocated and other(1) ...................................        (1,213)
                                                                    -----------
         Total ..................................................   $      (278)
                                                                    ===========

Segment depreciation and amortization:
     Fitzgeralds Las Vegas ......................................   $       167
     Fitzgeralds Tunica .........................................           485
     Fitzgeralds Black Hawk .....................................           100
     Unallocated and other(1) ...................................           169
                                                                    -----------
         Total ..................................................   $       921
                                                                    ===========
</TABLE>

                                      F-19

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.   Segment Information (Continued)

<TABLE>
<S>                                                            <C>
Expenditures for additions to long-lived assets:
     Fitzgeralds Las Vegas .............................       $         -
     Fitzgeralds Tunica ................................               100
     Fitzgeralds Black Hawk ............................                23
     Unallocated and other(1) ..........................                 -
                                                               -----------
         Total .........................................       $       123
                                                               -----------

<CAPTION>
                                                         As of December 31, 2001
                                                         -----------------------
                                                              (In thousands)

<S>                                                            <C>
Segment assets:
     Fitzgeralds Las Vegas .............................       $    45,157
     Fitzgeralds Tunica ................................            91,338
     Fitzgeralds Black Hawk ............................            30,913
     Unallocated and other(1) ..........................            16,021
                                                               -----------
                                                               $   183,429
                                                               ===========
</TABLE>

(1) Unallocated and other include certain corporate items and eliminations that
are not allocated to the operating segments.

10.  Supplemental Guarantor Financial Information

The Company's $152.6 million, 11.653% Senior Secured Notes (See Note 6) are
unconditionally and irrevocably guaranteed, jointly and severally, by all of the
restricted subsidiaries of the Company. The guarantees rank senior in right of
payment to all existing and future subordinated indebtedness of these restricted
subsidiaries and equal in right of payment with all existing and future senior
indebtedness of these restricted subsidiaries.

The following condensed consolidating information presents condensed
consolidating financial statements as of December 31, 2001 and for the period of
inception (September 14, 2001) through December 31, 2001, of Majestic Investor
Holdings, LLC - the parent Company, the guarantor subsidiaries (on a combined
basis) and the elimination entries necessary to combine such entities on a
consolidated basis. Majestic Investor Capital Corp. ("MICC"), a wholly-owned
subsidiary of the Company, is a non-guarantor subsidiary. However, MICC does not
have any material assets, obligations or operations. Therefore, no non-guarantor
subsidiary has been presented below.

                                      F-20

<PAGE>
Condensed consolidating balance sheets as of December 31, 2001

<TABLE>
<CAPTION>
                                                Majestic Investor       Guarantor          Eliminating          Consolidated
                                                  Holdings, LLC       Subsidiaries           Entries                Total
                                                  -------------       ------------           -------                -----
<S>                                             <C>                   <C>                <C>              <C>   <C>
ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                     $    498,363       $ 17,206,452       $            -         $   17,704,815
     Accounts receivable, net                           269,501          1,196,044                 (711)  (a)        1,464,834
     Inventories                                              -            957,564                    -                957,564
     Prepaid and other current assets                   707,467          1,303,570                    -              2,011,037
                                                   ------------       ------------       --------------         --------------

         Total current assets                         1,475,331         20,663,630                 (711)            22,138,250
                                                   ------------       ------------       --------------         --------------

PROPERTY AND EQUIPMENT, NET                                   -        122,427,962                    -            122,427,962
INTANGIBLE ASSETS, NET                                        -         19,290,753                    -             19,290,753
DUE FROM RELATED PARTIES                            150,855,685                  -         (150,855,685)  (b)                -

OTHER ASSETS                                         14,545,956          5,025,618                    -             19,571,574
INVESTMENT IN SUBSIDIARIES                              935,731                  -             (935,731)                     -
                                                   ------------       ------------       --------------         --------------
TOTAL                                              $167,812,703       $167,407,963       $(151,792,127)         $  183,428,539
                                                   ============       ============       ==============         ==============

LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
     Current maturities of long-term debt          $  6,500,000       $    156,574       $            -         $    6,656,574
     Accounts payable, accrued and other              2,526,703         15,195,545                 (711)  (a)       17,721,537
                                                   ------------       ------------       --------------         --------------

         Total current liabilities                    9,026,703         15,352,119                 (711)            24,378,111
                                                   ------------       ------------       --------------         --------------

DUE TO RELATED PARTIES                                1,168,273        150,865,241         (150,855,685)  (b)        1,177,829
LONG-TERM DEBT, net of current maturities           145,085,432            254,872                    -            145,340,304
                                                   ------------       ------------       --------------         --------------

     Total Liabilities                              155,280,408        166,472,232         (150,856,396)           170,896,244
                                                   ------------       ------------       --------------         --------------

MEMBERS' EQUITY                                      12,532,295            935,731             (935,731)            12,532,295
                                                   ------------       ------------       --------------         --------------

TOTAL                                              $167,812,703       $167,407,963       $ (151,792,127)        $  183,428,539
                                                   ============       ============       ==============         ==============
</TABLE>

(a)  To eliminate intercompany accounts receivable and payable.
(b)  To eliminate intercompany accounts and investment in subsidiaries.

                                      F-21

<PAGE>
Condensed consolidating statement of operations for the period from Inception
(September 14, 2001) through December 31, 2001

<TABLE>
<CAPTION>

                                                          Majestic Investor        Guarantor      Eliminating        Consolidated
                                                            Holdings, LLC        Subsidiaries       Entries             Total
                                                            -------------        ------------       -------             -----
<S>                                                      <C>                     <C>              <C>                <C>
OPERATING REVENUES:
     Casino                                                 $           -        $ 10,358,799     $          -       $ 10,358,799
     Rooms                                                              -           1,079,456                -          1,079,456
     Food and beverage                                                  -           1,189,804                -          1,189,804
     Other                                                              -             203,858                -            203,858
                                                            -------------        ------------                        ------------

         Total                                                          -          12,831,917                -         12,831,917
     Less promotional allowances                                        -          (2,310,848)               -         (2,310,848)

         Net revenue                                                    -          10,521,069                -         10,521,069
                                                                                 ------------                        ------------

COSTS AND EXPENSES:
     Casino                                                             -           4,111,503                -          4,111,503
     Rooms                                                              -             628,910                -            628,910
     Food and beverage                                                  -             706,947                -            706,947
     Other                                                              -             108,732                -            108,732
     Gaming taxes                                                       -             808,464                -            808,464
     Advertising and promotion                                          -             926,226                -            926,226
     General and administration                                    26,476           1,543,167                -          1,569,643
     Depreciation and amortization                                168,930             751,718                -            920,648
     Pre-opening costs                                          1,018,234                   -                -          1,018,234
                                                            -------------        ------------                        ------------

         Total                                                  1,213,640           9,585,667                -         10,799,307
                                                            -------------        ------------                        ------------

OTHER INCOME (EXPENSE):
     Interest income                                              215,791               2,410                -            218,201
     Interest expense                                          (1,208,779)             (2,081)               -         (1,210,860)
     Equity in net income of subsidiaries                         935,731                   -         (935,731)                 -
                                                            -------------        ------------     ------------       ------------
     NET INCOME (LOSS)                                      $  (1,270,897)       $    935,731     $   (935,731)      $ (1,270,897)
                                                            =============        ============     ============       ============
</TABLE>

                                      F-22

<PAGE>
Condensed consolidating statement of cash flows for the period from Inception
(September 14, 2001) through December 31, 2001

<TABLE>
<CAPTION>
                                                      Majestic Investor     Guarantor     Eliminating     Consolidated
                                                        Holdings, LLC     Subsidiaries      Entries           Total
                                                        -------------     ------------      -------           -----
<S>                                                   <C>                 <C>             <C>            <C>
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                                  $  (14,700,259)     $17,334,730      $        -    $    2,634,471
                                                      --------------      -----------      ----------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Payments for businesses acquired,
       net of cash acquired                             (143,758,152)               -               -      (143,758,152)
     Acquisition of property and equipment                         -         (122,696)              -          (122,696)
                                                      --------------      -----------      ----------    --------------

     Net cash used in investing activities              (143,758,152)        (122,696)              -      (143,880,848)
                                                      --------------      -----------      ----------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of 11.653% Senior
       Secured Notes                                     145,000,400                -               -       145,000,400
     Payment of Senior Secured Notes issuance
       costs                                              (6,815,090)               -               -        (6,815,090)
     Member's equity contribution                          5,000,000                -               -         5,000,000
     Contribution from Majestic Investor                   8,803,191                -               -         8,803,191
     Cash advances from related parties                    1,168,273                -               -         1,168,273
     Issuance of loan to Barden Development, Inc.           (700,000)               -               -          (700,000)
     Line of credit, net                                   6,500,000                -               -         6,500,000
     Cash paid to reduce long-term debt                            -           (5,582)              -            (5,582)
                                                      --------------      -----------      ----------    --------------

     Net cash provided by (used in) financing
       activities                                        158,956,774           (5,582)              -       158,951,192
                                                      --------------      -----------      ----------    --------------

NET INCREASE IN CASH
         AND CASH EQUIVALENTS                                498,363       17,206,452               -        17,704,815

CASH AND CASH EQUIVALENTS,
         BEGINNING OF YEAR                                         -                -               -                 -

CASH AND CASH EQUIVALENTS,
         END OF YEAR                                  $      498,363      $17,206,452      $        -    $   17,704,815
                                                      ==============      ===========      ==========    ==============
</TABLE>

                                      F-23

<PAGE>
                                                                     SCHEDULE II

                         MAJESTIC INVESTOR HOLDINGS, LLC
                        VALUATION AND QUALIFYING ACCOUNTS
  FOR THE PERIOD FROM INCEPTION (SEPTEMBER 14, 2001) THROUGH DECEMBER 31, 2001


<TABLE>
<CAPTION>

                                                                      Additions
                                     Balance at           Charged to            Charged to                      Balance at
Description                     Beginning of Period   Costs and Expenses      Other Accounts     Deductions   End of Period
----------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>                  <C>              <C>             <C>
Allowance for doubtful accounts

Period from Inception
(September 14, 2001) through
December 31, 2001                    $      -              $15,463              $232,579 (a)     $       -        $248,042
</TABLE>


(a)  Related to acquisition of Fitzgeralds Las Vegas, Inc., Fitzgeralds
     Mississippi, Inc. and 101 Main Street Limited Liability Company.

                                      F-24

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC
              CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                               Barden        Barden         Barden
                                                             Mississippi    Colorado        Nevada
                                                   Parent      Gaming        Gaming         Gaming      Elimination    Consolidated
                                                   ------      ------        ------         ------      -----------    ------------
<S>                                           <C>            <C>           <C>           <C>          <C>             <C>
ASSETS
Current Assets
     Cash and cash equivalents                $    498,363   $ 8,452,344   $ 3,795,722   $ 4,958,386  $           -   $ 17,704,815
     Accounts receivable, net                      269,501       494,320        59,442       642,282           (711)     1,464,834
     Inventories                                         -       368,147       213,863       375,554              -        957,564
     Prepaid expenses                                7,467       333,363        89,135       782,688              -      1,212,653
     Due from Seller                                     -        98,913        (2,022)      (14,059)             -         82,832
     Note receivable from related party            700,000             -             -             -              -        700,000
     Other                                               -                      15,552             -              -         15,552
                                              ------------   -----------   -----------   -----------  -------------   ------------
      Total current assets                       1,475,331     9,747,087     4,171,692     6,744,851           (711)    22,138,250
                                              ------------   -----------   -----------   -----------  -------------   ------------

Property, equipment, and barge improvements,
     net                                                 -    71,642,807    21,978,718    28,806,437              -    122,427,962

Intangible assets, net                                   -     7,776,654     4,122,592     7,391,507              -     19,290,753

Goodwill                                         7,522,250     1,696,000       499,000       885,000              -     10,602,250
Other Assets:
     Deferred financing costs, net               7,023,706             -             -             -              -      7,023,706
     Restricted cash                                     -             -             -     1,000,000              -      1,000,000
     Investment in subsidiaries                151,791,416             -             -             -   (151,791,416)             -
     Other assets, prepaid lease and deposits            -       475,480       141,363       328,775              -        945,618
                                              ------------   -----------   -----------   -----------  -------------   ------------
      Total other assets                       157,879,391       475,480       141,363     1,328,775   (150,855,685)     8,969,324
                                              ------------   -----------   -----------   -----------  -------------   ------------
      Total Assets                            $167,812,703   $91,338,028   $30,913,365   $45,156,570  $(151,792,127)  $183,428,539
                                              ============   ===========   ===========   ===========  =============   ============

LIABILITIES AND MEMBERS' EQUITY
Current Liabilities:
     Current maturities of long-term debt     $  6,500,000   $         -   $    22,965   $   133,609  $           -   $  6,656,574
     Accounts payable                                    -       699,529       269,253       977,948              -      1,946,730
     Other accrued liabilities:
        Payroll and related                              -     2,312,087       721,843     1,972,184              -      5,006,114
        Accrued interest                         1,208,779             -             -             -              -      1,208,779
        Progressive jackpots                             -       919,253     1,143,567       211,230              -      2,274,050
        Slot club liability                              -       131,375       377,132     1,733,369              -      2,241,876
        Other accrued liabilities                1,317,924     2,288,218       589,101       849,456           (711)     5,043,988
                                              ------------   -----------   -----------   -----------  -------------   ------------
      Total current liabilities                  9,026,703     6,350,462     3,123,861     5,877,796           (711)    24,378,111

Due to related parties                           1,168,273    84,332,230    27,114,152    39,418,859   (150,855,685)     1,177,829
Long-term debt, net of current maturities      145,085,432             -             -       254,872              -    145,340,304
                                              ------------  ------------   -----------   -----------  -------------   ------------
      Total Liabilities                        155,280,408    90,682,692    30,238,013    45,551,527   (150,856,396)   170,896,244
                                              ------------  ------------   -----------   -----------  -------------   ------------

Commitments and contingencies
Members' Equity:

     Contribution from Majestic Investor         8,803,192                                                               8,803,192
     Members' contributions                      5,000,000             -             -             -              -      5,000,000
     Accumulated income (deficit)               (1,270,897)      655,336       675,352      (394,957)      (935,731)    (1,270,897)
                                              ------------   -----------   -----------   -----------  -------------   ------------
      Total members' equity (deficit)           12,532,295       655,336       675,352      (394,957)             -     12,532,295
                                              ------------   -----------   -----------   -----------  -------------   ------------
      Total Liabilities and Members' Equity   $167,812,703   $91,338,028   $30,913,365   $45,156,570  $(151,792,127)  $183,428,539
                                              ============   ===========   ===========   ===========  =============   ============
</TABLE>

                                      F-25

<PAGE>
                         MAJESTIC INVESTOR HOLDINGS, LLC
              CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE PERIOD
          FROM INCEPTION (SEPTEMBER 14, 2001) THROUGH DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                               Barden        Barden        Barden
                                                             Mississippi    Colorado       Nevada
                                             Parent            Gaming        Gaming        Gaming    Elimination     Consolidated
                                             ------            ------        ------        ------    -----------     ------------
<S>                                      <C>               <C>             <C>          <C>          <C>             <C>
Revenues
     Casino                               $          -     $  5,493,663    $ 2,509,689  $ 2,355,447   $        -     $ 10,358,799
     Rooms                                           -          544,249              -      535,207            -        1,079,456
     Food and beverage                               -          586,412        155,939      447,453            -        1,189,804
     Other                                           -           83,591         13,237      107,030            -          203,858
                                          ------------     ------------    -----------  -----------   ----------     ------------

      Gross revenues                                 -        6,707,915      2,678,865    3,445,137            -       12,831,917

      less promotional allowances                    -       (1,339,618)      (606,670)    (364,560)           -       (2,310,848)
                                          ------------     ------------    -----------  -----------   ----------     ------------

      Net revenues                                   -        5,368,297      2,072,195    3,080,577            -       10,521,069
                                          ------------     ------------    -----------  -----------   ----------     ------------

Costs and Expenses:
     Casino                                          -        2,076,018        691,795    1,343,690            -        4,111,503
     Rooms                                           -          187,507              -      441,403            -          628,910
     Food and beverage                               -          221,755         64,647      420,545            -          706,947
     Other                                           -           25,936         42,587       40,209            -          108,732
     Gaming taxes                                    -          654,003         15,200      139,261            -          808,464
     Advertising and promotion                       -          422,856        181,592      321,778            -          926,226
     General and administrative                 26,476          641,728        302,270      599,169            -        1,569,643
     Depreciation and amortization             168,930          484,685         99,635      167,398            -          920,648
     Pre-opening expenses                    1,018,234                -              -            -            -        1,018,234
                                          ------------     ------------    -----------  -----------   ----------     ------------
      Total costs and expenses               1,213,640        4,714,488      1,397,726    3,473,453            -       10,799,307
                                          ------------     ------------    -----------  -----------   ----------     ------------
      Loss from operations                  (1,213,640)         653,809        674,469     (392,876)           -         (278,238)
                                          ------------     ------------    -----------  -----------   ----------     ------------

Other income (expense):
     Interest income                           215,791            1,527            883            -            -          218,201
     Interest expense                       (1,208,779)               -              -       (2,081)           -       (1,210,860)
     Equity in net income of susidiaries       935,731                -              -            -     (935,731)               -
                                         -------------     ------------    -----------  -----------   ----------     ------------
      Total other income (expense)            (992,988)           1,527            883       (2,081)           -         (992,659)
                                         -------------     ------------    -----------  -----------   ----------     ------------

      Net income (loss)                   $ (1,270,897)    $    655,336    $   675,352  $  (394,957)  $ (935,731)    $ (1,270,897)
                                         =============     ============    ===========  ===========   ==========     ============
</TABLE>

                                      F-26

<PAGE>

                         MAJESTIC INVESTOR HOLDINGS, LLC
                     CONSOLIDATING STATEMENTS OF CASH FLOWS
  FOR THE PERIOD FROM INCEPTION (SEPTEMBER 14, 2001) THROUGH DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                        Majestic    Barden        Barden        Barden
                                                        Investor  Mississippi    Colorado       Nevada    Eliminating     Total
                                                        Holdings    Gaming        Gaming        Gaming      Entries    Consolidated
                                                        --------    ------        ------        ------      -------    ------------
<S>                                                <C>            <C>            <C>         <C>           <C>        <C>
Cash Flows From Operating Activities:
Net income (loss)                                  $  (2,206,628) $  655,336     $  675,352  $   (394,957) $      -   $  (1,270,897)
Adjustment to reconcile net income (loss)
     to net cash provided by
     (used in) operating activities:
     Depreciation and amortization                       168,930     484,685         99,635       167,398         -         920,648
     Increase in accounts receivable, net               (269,502)   (225,106)       (25,511)      (12,724)        -        (532,843)
     (Increase) decrease in related party            (14,912,296)  6,665,673      3,101,010     5,136,948         -          (8,665)
     (Increase) decrease in inventories                        -      48,615        (31,048)        3,319         -          20,886
     Increase in prepaid expenses                         (7,467)    (39,130)          (807)     (248,961)        -        (296,365)
     (Increase) decrease in other assets                       -     (32,031)         1,721         5,807         -         (24,503)
     Increase (decrease) in accounts payable                   -     341,532        229,962      (176,506)        -         394,988
     Increase in accrued interest                      1,208,779           -              -             -         -       1,208,779
     Increase (decrease) in accrued and other
         liabilities                                   1,317,925     652,524       (254,592)      506,586         -       2,222,443
                                                   -------------  ----------     ----------  ------------  --------   -------------
         Net cash provided by (used in) operating
              activities                             (14,700,259)  8,552,098      3,795,722     4,986,910         -       2,634,471
                                                   -------------  ----------     ----------  ------------  --------   -------------

Cash Flows From Investing Activities:
     Payment for businesses acquired, net of cash
         acquired                                   (143,758,152)          -              -             -         -    (143,758,152)
     Acquisition of property and equipment                     -     (99,754)             -       (22,942)        -        (122,696)
                                                   -------------  ----------     ----------  ------------  --------   -------------
         Net cash used in investing activities      (143,758,152)    (99,754)             -       (22,942)        -    (143,880,848)
                                                   -------------  ----------     ----------  ------------  --------   -------------

Cash Flows From Financing Activities:
     Proceeds from issuance of 11.653% Senior
        Secured Notes                                145,000,400           -              -             -         -     145,000,400
     Payment of Senior Secured Notes issuance costs   (6,815,090)          -              -             -         -      (6,815,090)
     Member's equity contribution                      5,000,000           -              -             -         -       5,000,000
     Contribution from  Majestic Investor              8,803,191           -              -             -         -       8,803,191
     Cash advances from related parties                1,168,273           -              -             -         -       1,168,273
     Issuance of loan to Barden Development, Inc.       (700,000)          -              -             -         -        (700,000)
     Line of credit, net                               6,500,000           -              -             -         -       6,500,000
     Cash paid to reduce long-term debt                        -           -              -        (5,582)        -          (5,582)
                                                   -------------  ----------     ----------  ------------  --------   -------------
         Net cash provided by (used in) financing
             activities                              158,956,774           -              -        (5,582)        -     158,951,192
                                                   -------------  ----------     ----------  ------------  --------   -------------

Net increase in cash and cash equivalents                498,363   8,452,344      3,795,722     4,958,386         -      17,704,815
Cash and cash equivalents, beginning of year                   -           -              -             -         -               -
                                                   -------------  ----------     ----------  ------------  --------   -------------
Cash and cash equivalents, end of year             $     498,363  $8,452,344     $3,795,722  $  4,958,386   $     -   $  17,704,815
                                                   =============  ==========     ==========  ============  ========   =============
</TABLE>

                                      F-27
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Fitzgeralds Gaming Corporation:

     We have audited the accompanying combined balance sheets of Fitzgeralds Las
Vegas, Inc., Fitzgeralds Mississippi, Inc., and 101 Main Street Limited
Liability Company (collectively, the "Properties") (wholly owned subsidiaries of
Fitzgeralds Gaming Corporation, the "Parent") (Debtors-in-Possession) as of
December 6, 2001 and December 31, 2000, and the related combined statements of
operations, stockholder's deficiency, and cash flows for the period from January
1, 2001 through December 6, 2001 and for the years ended December 31, 2000 and
1999. Our audits also included the financial statement schedule of combined
valuation and qualifying accounts listed in the Index on page F-1. These
financial statements and financial statement schedule are the responsibility of
the Properties' management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such combined financial statements present fairly, in all
material respects, the financial position of the Properties as of December 6,
2001 and December 31, 2000, and the results of their operations and their cash
flows for the period from January 1, 2001 through December 6, 2001 and for the
years ended December 31, 2000 and 1999 in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion, such
financial statement schedule, when considered in relation to the basic combined
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

     As discussed in Note 2, the Properties have filed for reorganization under
Chapter 11 of the Federal Bankruptcy Code. The accompanying combined financial
statements do not purport to reflect or provide for the consequences of the
bankruptcy proceedings. In particular, such combined financial statements do not
purport to show (a) as to assets, their realizable value on a liquidation basis
or their availability to satisfy liabilities; (b) as to prepetition liabilities,
the amounts that may be allowed for claims or contingencies, or the status and
priority thereof; (c) as to stockholder accounts, the effect of any changes that
may be made in the capitalization of the Properties; or (d) as to operations,
the effect of any changes that may be made in their business.

     The accompanying combined financial statements have been prepared assuming
that the Properties will continue as a going concern. As discussed in Note 1 to
the combined financial statements, the Parent's event of default on its senior
secured registered notes, which are guaranteed by the Properties, along with the
Properties' recurring losses and stockholder's deficiency raise substantial
doubt about the Properties' ability to continue as a going concern. Parent
management's plans concerning these matters are discussed in Note 2. The
combined financial statements do not include adjustments that might result from
the outcome of this uncertainty.

     As discussed in Note 1, on December 6, 2001, the Parent sold substantially
all of the assets and related liabilities of the Properties.

     Our audits were conducted for the purpose of forming an opinion on the
basic combined financial statements taken as a whole. The supplemental combining
schedules on pages F-49 through F-57 are presented for purposes of additional
analysis of the basic combined financial statements rather than to present the
financial position, results of operations, and cash flows of the individual
properties, and are not a required part of the basic combined financial
statements. These schedules are the responsibility of the Properties'
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic combined financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic combined financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada
April 8, 2002

                                      F-28
<PAGE>

                    HISTORICAL COMBINED FINANCIAL STATEMENTS

         FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC. AND
                   101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

                            COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              AT DECEMBER 31,   AT DECEMBER 6,
                                                                   2000              2001
                                                              ---------------   --------------
<S>                                                           <C>               <C>
                                            ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................   $  2,840,011      $  3,762,566
  Accounts receivable, net..................................             --           225,495
  Prepaid expenses:
    Gaming taxes............................................        265,381           817,590
    Other...................................................        366,312           780,238
                                                               ------------      ------------
        Total current assets................................      3,471,704         5,585,889
                                                               ------------      ------------
OTHER ASSETS:
  Net assets held for sale..................................    143,342,890                --
  Restricted cash...........................................        500,000                --
  Accounts receivable -- related parties....................          5,309        16,762,294
  Other assets..............................................             --            25,000
                                                               ------------      ------------
        Total other assets..................................    143,848,199        16,787,294
                                                               ------------      ------------
TOTAL.......................................................   $147,319,903      $ 22,373,183
                                                               ============      ============
                           LIABILITIES AND STOCKHOLDER'S DEFICIENCY
LIABILITIES NOT SUBJECT TO COMPROMISE
  CURRENT LIABILITIES:
  Accounts payable..........................................   $         --      $    166,073
  Due to Majestic...........................................             --         3,800,000
  Accrued and other:
    Payroll and related.....................................        491,255           919,143
    Other...................................................             --           264,732
                                                               ------------      ------------
        Total current liabilities...........................        491,255         5,149,948
NOTES PAYABLE, related party................................             --           228,825
                                                               ------------      ------------
        Total liabilities not subject to compromise.........        491,255         5,378,773
LIABILITIES SUBJECT TO COMPROMISE...........................    225,873,496        70,680,462
                                                               ------------      ------------
        Total liabilities...................................    226,364,751        76,059,235
                                                               ------------      ------------
COMMITMENTS AND CONTINGENCIES (Notes 8 and 13)
STOCKHOLDER'S DEFICIENCY
  Common stock -- Fitzgeralds Mississippi, Inc., $.01 par
    value; 8,000,000 shares authorized; 8,000,000 shares
    issued and outstanding..................................         80,000            80,000
  Common stock -- Fitzgeralds Las Vegas, Inc., $.01 par
    value; 25,000 shares authorized; 10,000 shares issued
    and outstanding.........................................            100               100
  Additional paid-in-capital................................      7,586,667         7,586,667
  Accumulated deficit.......................................    (86,711,615)      (61,352,819)
                                                               ------------      ------------
        Total stockholder's deficiency......................    (79,044,848)      (53,686,052)
                                                               ------------      ------------
TOTAL.......................................................   $147,319,903      $ 22,373,183
                                                               ============      ============
</TABLE>

             See notes to historical combined financial statements.
                                      F-29
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

         FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC. AND
                   101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

                       COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED DECEMBER 31,    FOR THE PERIOD FROM
                                                        ---------------------------------   JANUARY 1, 2001 TO
                                                             1999               2000         DECEMBER 6, 2001
                                                        --------------     --------------   -------------------
<S>                                                     <C>                <C>              <C>
OPERATING REVENUES:
  Casino.............................................    $138,928,815       $148,776,855       $150,670,567
  Food and beverage..................................      18,729,064         19,586,213         18,365,243
  Rooms..............................................      16,293,618         16,600,072         15,042,200
  Other..............................................       3,285,207          3,530,032          3,545,338
                                                         ------------       ------------       ------------
         Total.......................................     177,236,704        188,493,172        187,623,348
    Less promotional allowances......................      24,460,048         28,755,624         29,964,002
                                                         ------------       ------------       ------------
         Net.........................................     152,776,656        159,737,548        157,659,346
                                                         ------------       ------------       ------------
OPERATING COSTS AND EXPENSES:
  Casino.............................................      64,146,974         69,113,279         69,757,787
  Food and beverage..................................      11,793,071         11,508,965         10,625,017
  Rooms..............................................      10,701,241         10,904,351          9,818,552
  Other..............................................       1,877,030          1,717,182          1,657,265
  Selling, general and administrative................      40,808,792         39,370,958         37,852,210
  Depreciation and amortization......................      11,726,085         11,687,964                 --
  Write-down of assets...............................              --                 --         13,005,582
  Reorganization items...............................              --             38,967        (10,499,075)
                                                         ------------       ------------       ------------
         Total.......................................     141,053,193        144,341,666        132,217,338
                                                         ------------       ------------       ------------
INCOME FROM OPERATIONS...............................      11,723,463         15,395,882         25,442,008
OTHER INCOME (EXPENSE):
  Interest income....................................         129,654            167,446             38,407
  Interest expense...................................        (210,314)           (71,382)           (39,959)
  Interest expense -- related party (contractual
    interest of $29,279,747 for the year ended
    December 31, 2000 and $28,549,207 for 2001)......     (27,989,851)       (26,031,023)                --
  Other, net.........................................          99,012              4,493            (81,660)
                                                         ------------       ------------       ------------
NET INCOME (LOSS)....................................    $(16,248,036)      $(10,534,584)      $ 25,358,796
                                                         ============       ============       ============
</Table>

             See notes to historical combined financial statements.
                                      F-30
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

         FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC. AND
                   101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

                COMBINED STATEMENTS OF STOCKHOLDER'S DEFICIENCY

<TABLE>
<CAPTION>
                                         COMMON STOCK       ADDITIONAL                      TOTAL
                                      -------------------    PAID-IN     ACCUMULATED    STOCKHOLDER'S
                                       SHARES     AMOUNT     CAPITAL       DEFICIT       DEFICIENCY
                                      ---------   -------   ----------   ------------   -------------
<S>                                   <C>         <C>       <C>          <C>            <C>
BALANCE, JANUARY 1, 1999............  8,010,000   $80,100   $7,586,667   $(59,928,995)  $(52,262,228)
Net loss............................         --        --           --    (16,248,036)   (16,248,036)
                                      ---------   -------   ----------   ------------   ------------
BALANCE, DECEMBER 31, 1999..........  8,010,000    80,100    7,586,667    (76,177,031)   (68,510,264)
Net loss............................         --        --           --    (10,534,584)   (10,534,584)
                                      ---------   -------   ----------   ------------   ------------
BALANCE, DECEMBER 31, 2000..........  8,010,000    80,100    7,586,667    (86,711,615)   (79,044,848)
Net income..........................         --        --           --     25,358,796     25,358,796
                                      ---------   -------   ----------   ------------   ------------
BALANCE, DECEMBER 6, 2001...........  8,010,000   $80,100   $7,586,667   $(61,352,819)  $(53,686,052)
                                      =========   =======   ==========   ============   ============
</TABLE>

             See notes to historical combined financial statements.
                                      F-31
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

                       COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               FOR THE YEARS
                                                            ENDED DECEMBER 31,           FOR THE PERIOD
                                                        ---------------------------     JANUARY 1, 2001
                                                            1999           2000       TO DECEMBER 6, 2001
                                                        ------------   ------------   --------------------
<S>                                                     <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)...................................  $(16,248,036)  $(10,534,584)      $ 25,358,796
  Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating activities:
  Depreciation and amortization.......................    11,726,085     11,687,964                 --
     Write-down of assets.............................            --             --         13,005,582
     Gain on sale of assets to Majestic...............            --             --        (11,121,811)
     Reorganization items incurred in connection with
       Chapter 11 and related legal proceedings.......            --         38,967            622,736
     Other............................................       (58,032)        36,487            116,439
     Changes in working capital, net of assets sold
       and liabilities assumed:
     (Increase) decrease in accounts receivable,
       net............................................       136,090       (233,359)           (42,071)
     (Increase) decrease in inventories...............      (135,666)        98,529             66,048
     (Increase) decrease in prepaid expenses..........      (401,108)      (492,966)           255,985
     (Increase) decrease in other assets..............      (130,091)      (139,028)            27,115
     Increase (decrease) in accounts payable..........    (2,511,838)    (1,408,119)           240,806
     Increase in due to Majestic......................            --             --          3,800,000
     Increase (decrease) in accrued and other
       liabilities....................................       450,505     (2,124,978)           624,469
     Increase (decrease) in amounts due to related
       parties, net...................................    15,945,345     15,134,274        (40,404,341)
     Increase in liabilities subject to compromise....            --        106,677            149,835
                                                        ------------   ------------       ------------
     Net cash provided by (used in) operating
       activities before reorganization items.........     8,773,254     12,169,864         (7,300,412)
Reorganization items:
  Interest received on cash accumulated because of the
     bankruptcy proceedings...........................            --             --            171,442
  Professional fees paid for services rendered in
     connection with the bankruptcy proceedings.......            --             --            (38,392)
  Other reorganization items incurred in connection
     with Chapter 11 and related legal proceedings....            --        (38,967)          (755,786)
                                                        ------------   ------------       ------------
     Net cash provided by (used in) operating
       activities.....................................     8,773,254     12,130,897         (7,923,148)
                                                        ------------   ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of assets........................        77,726          8,463             28,250
  Acquisition of property and equipment...............    (4,345,588)    (9,011,942)        (1,054,131)
                                                        ------------   ------------       ------------
     Net cash used in investing activities............    (4,267,862)    (9,003,479)        (1,025,881)
                                                        ------------   ------------       ------------
                                                                                            (continued)
</TABLE>

             See notes to historical combined financial statements.
                                      F-32
<PAGE>
<TABLE>
<CAPTION>
                                                               FOR THE YEARS
                                                            ENDED DECEMBER 31,           FOR THE PERIOD
                                                        ---------------------------     JANUARY 1, 2001
                                                            1999           2000       TO DECEMBER 6, 2001
                                                        ------------   ------------   --------------------
<S>                                                     <C>            <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of long-term debt.........................    (2,975,622)      (453,560)          (240,288)
                                                        ------------   ------------       ------------
  Net cash used in financing activities...............    (2,975,622)      (453,560)          (240,288)
                                                        ------------   ------------       ------------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS.........................................     1,529,770      2,673,858         (9,189,317)
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD.........     8,748,255     10,278,025          2,840,011
(INCREASE) DECREASE IN CASH AND CASH EQUIVALENTS
  INCLUDED IN NET ASSETS HELD FOR SALE................            --    (10,111,872)        10,111,872
                                                        ------------   ------------       ------------
CASH AND CASH EQUIVALENTS END OF PERIOD...............  $ 10,278,025   $  2,840,011       $  3,762,566
                                                        ============   ============       ============
</TABLE>

             See notes to historical combined financial statements.
                                      F-33
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

                     NOTES TO COMBINED FINANCIAL STATEMENTS

1.  ORGANIZATION AND FINANCIAL STATEMENT PRESENTATION

     Fitzgeralds Las Vegas, Inc., Fitzgeralds Mississippi, Inc. and 101 Main
Street Limited Liability Company (collectively, the "Properties") are wholly
owned subsidiaries of Fitzgeralds Gaming Corporation (the "Parent")
(Debtors-in-Possession). Until December 6, 2001 the Properties owned and
operated the Fitzgeralds-brand casino-hotels in downtown Las Vegas, Nevada
("Fitzgeralds Las Vegas"), Tunica, Mississippi ("Fitzgeralds Tunica"), and Black
Hawk, Colorado ("Fitzgeralds Black Hawk"). On December 6, 2001, the Parent sold
substantially all of the assets and related liabilities of Fitzgeralds Las
Vegas, Fitzgeralds Tunica and Fitzgeralds Black Hawk to Majestic Investor
Holdings, LLC ("Majestic"). The Properties are marketed primarily to
middle-market customers, emphasizing their Fitzgeralds brand and their
"Fitzgeralds Irish Luck" theme.

     As described in Note 13, the Properties are guarantors, and substantially
all of their assets serve as collateral, under various debt agreements that the
Parent has entered into with outside lenders. The Parent generated net income
during 2001 and experienced net losses during 2000 and 1999, is highly
leveraged, and has a stockholders' deficiency at December 6, 2001 and at the end
of 2000.

     On May 13, 1999, the Parent's Board of Directors determined that, pending a
restructuring of its indebtedness, it would not be in the best interest of the
Parent to make the regularly scheduled interest payments on its 10 7/8% senior
secured registered notes due 2004 (the "Notes"). Accordingly, the Parent has not
paid the regularly scheduled interest payments of $12.5 million that were due
and payable on June 15, 1999, December 15, 1999 and June 15, 2000. Accordingly,
an event of default under the indenture (the "Indenture"), dated December 30,
1997, governing the Notes occurred on July 15, 1999, and continued until the
Parent and the Properties filed a petition for relief under Chapter 11 of the
Bankruptcy Code (the "Petition"). The Parent's contractual interest on the Notes
was $31,390,852 for the period from January 1, 2001 through December 6, 2001 and
was $33,699,003 for the year ended December 31, 2000. No action has been taken
by either the Indenture trustee or the holders of at least 25 percent of the
Notes, as permitted under the Indenture, to accelerate the Notes and declare the
unpaid principal and interest to be due and payable. Failure to make the
scheduled payment on June 15, 1999 resulted in a 1 percent increase in the
interest rate to 13.25 percent, effective June 16, 1999 until the Parent and the
Properties filed the Petition. In accordance with the Indenture, the Parent
began accruing interest on the unpaid interest at 13.25 percent, effective June
16, 1999 until the Parent and the Properties filed the Petition. See Note 2.

     The accompanying financial statements have been prepared on a going concern
basis. Such 2001 financial statements are as of and for the period ended
December 6, 2001, the date of the sale of substantially all of the assets and
related liabilities of the Properties to Majestic. At December 6, 2001,
stockholder's deficiency was $53.7 million. The Parent's inability to meet the
interest payments on the Notes, which are guaranteed by the Properties, along
with the Properties' recurring losses in prior years and stockholder's
deficiency, raise substantial doubt about their ability to continue as a going
concern.

2.  PETITION FOR RELIEF UNDER CHAPTER 11

  GENERAL

     On December 5, 2000, the Parent and the Properties commenced cases under
Chapter 11 of the Bankruptcy Code (collectively, the "Bankruptcy Cases") in the
United States Bankruptcy Court for the Northern District of Nevada (the
"Bankruptcy Court"). The Bankruptcy Cases are jointly administered and
coordinated under Case No. BK-N-00-33467 GWZ. The Bankruptcy Cases were
commenced in accordance

                                      F-34
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

with an Agreement Regarding Pre-Negotiated Restructuring, dated as of December
1, 2000 (the "Restructuring Agreement"), with the holders (the "Consenting
Noteholders") of a majority in interest of the Notes. The Restructuring
Agreement contemplates an expeditious and orderly sale of all of the Parent's
operating assets and properties as going concerns.

     Under the terms of the Restructuring Agreement, the Parent is required to
seek buyers for each of its operating businesses. In order to effectuate this
liquidation, the Parent commenced the Bankruptcy Cases and has received approval
from the Bankruptcy Court to sell its operating businesses through negotiated
sales agreements either by way of motion to sell free and clear of liens under
section 363 of the Bankruptcy Code, or under one or more plans of
reorganization.

     As part of the restructuring contemplated in the Restructuring Agreement,
the Parent, as debtor-in-possession, sought and obtained Bankruptcy Court
approval to: (i) sell free and clear of liens pursuant to section 363 of the
Bankruptcy Code substantially all of its assets; and (ii) assume and assign
pursuant to section 365 of the Bankruptcy Code contracts used in its operations
in Las Vegas, Nevada, Black Hawk, Colorado and Tunica, Mississippi to an
affiliate of The Majestic Star Casino, LLC, an Indiana limited liability company
("Majestic"), pursuant to a Purchase and Sale Agreement, dated as of November
22, 2000, as amended on December 4, 2000 and November 1, 2001 (the "Purchase
Agreement"). On March 19, 2001, the Bankruptcy Court entered an order approving
the Purchase Agreement with Majestic.

     The Restructuring Agreement provides a vehicle for liquidating the assets
of the Parent in the Bankruptcy Court through Chapter 11 of the Bankruptcy Code.
Upon execution of the Restructuring Agreement and before commencement of the
Bankruptcy Cases, the Parent distributed $13.0 million in Excess Cash (as that
term is defined in the Restructuring Agreement) to the trustee under the
Indenture (the "Indenture Trustee") to be applied to unpaid and accrued
Indenture Trustee's fees and expenses incurred and as partial payment of accrued
and unpaid interest and principal as provided in the Indenture. Pursuant to the
Restructuring Agreement and an order entered by the Bankruptcy Court, the Parent
was required to distribute unrestricted cash (which includes cash in net assets
held for sale) in excess of $24.8 million to holders of its Notes within 45 days
after the end of each quarter. In May, August and November 2001, the Parent
distributed $1.8 million, $7.7 million and $7.2 million, respectively, in Excess
Cash to the Indenture Trustee to be applied to accrued and unpaid interest and
principal as provided in the Indenture. On December 6, 2001, approximately
$133.3 million was distributed to the Indenture Trustee from the proceeds of the
December 6, 2001 sale to Majestic. The Parent and the Informal Committee are
currently engaged in discussions to establish a new threshold for cash reserves
subsequent to the December 6, 2001 sale to Majestic. As part of the
Restructuring Agreement, the Consenting Noteholders and the Indenture Trustee
agree to forbear from exercising certain of their rights otherwise allowable
under the Notes and the Indenture.

     The parties to the Restructuring Agreement have each concluded that the
fair market value of the Parent's real and personal property given as collateral
for the Notes is less than the total outstanding principal and interest due
under the Notes, and that the fair market value of the real and personal
property not securing the Notes is less than the amount of the unsecured
deficiency claim of the holders of the Notes. As a result, it is not expected
that any distribution will be made to holders of the existing capital stock of
the Parent or the Properties. The Restructuring Agreement requires that as part
of the liquidation process, all of the existing common stock of Fitzgeralds
Tunica and Fitzgeralds Las Vegas is to be canceled and extinguished without
payment therefor.

     Under the terms of the Restructuring Agreement, upon the closing of each
sale of the Parent's assets, the net proceeds of the collateral for the Notes,
less certain reserves for management incentives and other liabilities, must be
distributed to the Indenture Trustee for the benefit of and distribution to the
holders of the Notes in accordance with the Indenture. All of the Parent's
assets remaining after such sales, including any registered notes received as
part of the consideration for the sales of the Parent's assets and payment of

                                      F-35
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

remaining liabilities of the Parent, will be transferred to a liquidating trust
created for the benefit of the holders of the Notes and others under the terms
of the Restructuring Agreement.

     In light of the regulatory approvals needed to accomplish the liquidations,
and recognizing the need to retain senior management in order to insure
continuity and compliance with all gaming regulations and licensing requirements
in the Parent's operations during the process, the Restructuring Agreement
required implementation of a senior management incentive and retention program.
After obtaining Bankruptcy Court approval in December 2000, this program was
adopted by the Parent in order to retain Philip D. Griffith, Michael E.
McPherson, Max L. Page and Paul H. Manske (the "Senior Management"), each an
officer, director and/or senior executive of the Parent, as key executives and
to compensate them for their continued employment with the Parent during the
process.

     Pursuant to the Purchase Agreement, the Parent has agreed to: (i) sell free
and clear of liens pursuant to section 363 of the Bankruptcy Code substantially
all of the Properties' assets; and (ii) assume and assign pursuant to section
365 of the Bankruptcy Code contracts used in its operations at the Properties,
as well as the Parent's interest in the Fremont Street Experience Limited
Liability Company (collectively, the "Assets") to Majestic for $149.0 million in
cash, subject to certain holdbacks and adjustments, plus the assumption of
certain liabilities relating to the Assets.

     The transactions contemplated by the Purchase Agreement were consummated on
December 6, 2001. The purchase price for the Assets was $149.0 million, subject
to certain adjustments and holdbacks specified in the Purchase Agreement, which
resulted in net proceeds prior to distributions of approximately $146.9 million.
Of such amount, $7.7 million was retained by the Parent for cash reserves,
approximately $5.9 million was distributed to Senior Management, in
consideration of non-competition and sales incentives pursuant to the
Restructuring Agreement, and approximately $133.3 million was distributed to
holders of the Notes (on account of the $205.0 million aggregate principal
amount of Notes outstanding and approximately $44.8 million in accrued
pre-petition interest). In addition, during 2001 the Parent distributed
approximately $16.8 million to holders of the Notes in accordance with the
provisions of the Restructuring Agreement.

  REORGANIZATION ITEMS

     For the period from January 1, 2001 through December 6, 2001 and for the
year ended December 31, 2000, the Properties incurred the following expenses
subsequent to the filing of the Bankruptcy Cases:

<TABLE>
<CAPTION>
                                                               2000         2001
                                                              -------   ------------
<S>                                                           <C>       <C>
Reorganization items:
  Post-petition professional fees...........................  $    --   $     38,392
  Pre-petition expenses recorded post-petition..............   38,967             --
  U.S. trustee fees.........................................       --        120,000
  Other.....................................................       --        635,786
  Gain on sale of assets to Majestic........................       --    (11,121,811)
  Interest earned on accumulated cash resulting from the
     bankruptcy proceedings.................................       --       (171,442)
                                                              -------   ------------
                                                              $38,967   $(10,499,075)
                                                              =======   ============
</TABLE>

                                      F-36
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

  LIABILITIES SUBJECT TO COMPROMISE

     At December 6, 2001 and December 31, 2000, liabilities subject to
compromise consisted of the following:

<TABLE>
<CAPTION>
                                                                  2000          2001
                                                              ------------   -----------
<S>                                                           <C>            <C>
Liabilities subject to compromise:
  Due to related parties....................................  $225,774,418   $70,414,353
  Unsecured creditors.......................................        99,078       266,109
                                                              ------------   -----------
                                                              $225,873,496   $70,680,462
                                                              ============   ===========
</TABLE>

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Combined Financial Statements -- The combined financial statements of the
Properties include the accounts of Fitzgeralds Las Vegas, Inc., Fitzgeralds
Mississippi, Inc. and 101 Main Street Limited Liability Company. All
inter-company balances and transactions have been eliminated.

     Cash and Cash Equivalents -- Cash includes cash required for gaming
operations. The Properties consider cash equivalents to include short-term
investments with original maturities of ninety days or less at the date of
purchase.

     Inventories -- Inventories consist principally of food and beverage and
operating supplies and are stated at the lower of first-in, first-out cost or
market.

     The estimated cost of normal operating quantities (base stock) of china,
silverware, glassware, linen, uniforms and utensils has been recorded as an
asset and is not being depreciated. Costs of base stock replacements are
expensed as incurred.

     Property and Equipment -- Property and equipment are stated at cost.
Depreciation and amortization are computed using the straight-line method over
the estimated service lives of the assets. Leasehold improvements are amortized
over the life of the lease or the life of the asset, whichever is shorter. Costs
of major improvements are capitalized; costs of normal repairs and maintenance
are charged to expenses as incurred. Gains or losses on disposals are
recognized. Certain of the assets of the Properties were classified as held for
sale upon consummation of the Purchase Agreement with Majestic in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of. This standard requires that assets to be disposed of shall be reported at
the lower of carrying amount or fair value less costs to sell and shall not be
depreciated or amortized while they are held for disposal. The Properties
discontinued recording depreciation and amortization expense on property and
equipment subsequent to the filing of the Bankruptcy Cases and consummation of
the Purchase Agreement with Majestic based on the requirements of SFAS No. 121.

     Restricted Cash -- At December 31, 2000, restricted cash represents U.S.
Treasury Notes of $1,000,000 held in an escrow account for the benefit of
certain land lessors related to Fitzgeralds Las Vegas. In 2000, $500,000 of this
amount was reclassified as net assets held for sale. See Note 6.

     Goodwill -- Goodwill represents the cost in excess of fair value of the net
assets acquired in purchase transactions. Goodwill is being amortized using the
straight-line method over 40 years and is recorded net of accumulated
amortization. The Properties discontinued the amortization of their goodwill
included in net assets held for sale subsequent to the filing of the Bankruptcy
Cases on December 5, 2000. Furthermore, the Company wrote down $13.0 million of
the asset as of December 6, 2001 due to the sale of Fitzgeralds Black Hawk to
Majestic.

                                      F-37
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

     Revenue Recognition -- Casino revenue is the net win from gaming
activities, which is the difference between gaming wins and losses. The majority
of our casino revenue is counted in the form of cash, chips and tokens and
therefore is not subject to any significant or complex estimation procedures.
Food and beverage and room revenues are recognized at retail value at the time
the related service is performed.

     Operating revenues include the retail value of rooms, food and beverage,
and other items provided to customers without charge; corresponding charges have
been deducted from revenue in the accompanying combined statements of operations
as promotional allowances in the determination of net operating revenues.
Promotional allowances also include cash-back incentives earned in our Slot
Club. The Properties provide cash-back incentives to patrons who earn a
percentage of their cash wagered using their slot card provided by the
Properties.

     The retail value of the complimentaries and the cash-back incentives
included in promotional allowances are as follows:

<TABLE>
<CAPTION>
                                                   1999          2000          2001
                                                -----------   -----------   -----------
<S>                                             <C>           <C>           <C>
Hotel rooms...................................  $ 4,509,181   $ 4,863,935   $ 4,527,788
Food and beverage.............................    9,849,482    10,831,067    10,401,400
Other.........................................      498,476       756,761       819,329
Cash-back incentives..........................    9,602,909    12,303,861    14,215,485
                                                -----------   -----------   -----------
                                                $24,460,048   $28,755,624   $29,964,002
                                                ===========   ===========   ===========
</TABLE>

     The estimated costs of providing the complimentary services are charged to
the casino department and are as follows:

<TABLE>
<CAPTION>
                                                   1999          2000          2001
                                                -----------   -----------   -----------
<S>                                             <C>           <C>           <C>
Hotel rooms...................................  $ 2,441,182   $ 2,528,282   $ 2,925,396
Food and beverage.............................   10,141,593    10,935,259    10,638,710
Other.........................................      280,998       524,426       572,390
                                                -----------   -----------   -----------
                                                $12,863,773   $13,987,967   $14,136,496
                                                ===========   ===========   ===========
</TABLE>

     Advertising Costs -- Advertising expenditures are expensed in the period
the advertising initially takes place. Advertising costs included in selling,
general and administrative expenses were $3,860,890 and $3,649,524 for the years
ended December 31, 1999 and 2000, respectively and $3,157,440 for the period
from January 1, 2001 through December 6, 2001.

     Federal Income Taxes -- The Properties account for income taxes in
accordance with SFAS No. 109, Accounting for Income Taxes, which requires
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes, and (b)
operating loss and tax credit carryforwards.

     101 Main Street Limited Liability Company is a limited liability company
formed under the laws of the state of Colorado, and, as such, is classified as a
partnership for federal income tax purposes. Accordingly, no provision for
federal or state income taxes was recorded because any taxable income or loss is
included in the corporate income tax return of the Parent.

     Financial Reporting Period -- The Properties have adopted a "4-4-5" (weeks)
financial reporting period which maintains a December 31 year-end. This method
of reporting results in 13 weeks in each quarterly accounting period. The first
and fourth accounting periods will have a fluctuating number of days resulting
from the maintenance of a December 31 year-end, whereas the second and third
periods will have the same number of days each year.

     Fair Value of Financial Instruments -- The Properties believe, based on
current information, that the carrying value of the Properties' cash and cash
equivalents, restricted cash, accounts receivable, advances, and accounts
payable approximates fair value because of the short maturity of those
instruments.

     Impairment of Long Lived Assets -- The Properties review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the expected future cash flows, undiscounted and
without interest charges, is less than the carrying amount of the asset, an
impairment charge is recognized in the amount by which the carrying value of the
asset exceeds its fair market value. The fair value of assets is determined
using the present value of the estimated future cash flows or the expected
selling price less selling costs for assets expected to be disposed of.

                                      F-38
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

     Recently Issued Accounting Standards -- On June 30, 1998, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement establishes
accounting and reporting standards for derivative instruments and hedging
activities and is effective for the period ended December 6, 2001. Adoption of
this statement did not have a material impact on the Properties' financial
condition or results of operation.

     On January 1, 2001, the Properties implemented Emerging Issues Task Force
("EITF") No. 00-14 Accounting for Certain Sales Incentives, EITF No. 00-21,
Accounting for Multiple-Element Revenue Arrangements, EITF No. 00-22, Accounting
for "Points" and Certain Other Time-Based or Volume-Based Sales Incentive
Offers, and Offers for Free Products or Services to Be Delivered in the Future,
and EITF No. 00-25, Accounting for Consideration from a Vendor to a Retailer in
Connection with the Purchase or Promotion of the Vendor's Products, requiring
cash coupons or rebates to be classified as a reduction of revenue. Prior to
implementation, the Properties had expensed the cash coupons, players club
reward program and other cash back programs as a casino or marketing expense. In
2001, the Properties reclassified their 2000 and 1999 statements of operations
to reflect such expenses as promotional expense thereby reducing net revenue.
This reclassification did not have any effect on the Properties' income from
operations and net income for the current year and previously reported net
losses.

     In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 141 ("SFAS 141"), Business Combinations, which requires the purchase method
of accounting for business combinations initiated after June 30, 2001 and
prohibits the use of the pooling-of-interest method. The Properties do not
believe that the adoption of SFAS 141 will have a significant impact on their
financial statements.

     In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 ("SFAS 142") Goodwill and Other Intangible Assets, which is effective
January 1, 2002. SFAS 142 requires that goodwill and other intangible assets
with indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually. The Properties discontinued recording the
amortization of goodwill included in net assets held for sale subsequent to
filing the Bankruptcy Cases. Amortization expense related to goodwill was $0.3
million for 2000. As of December 6, 2001, the Properties wrote-down $13.0
million of goodwill due to the sale of Fitzgeralds Black Hawk to Majestic.

     Also, in June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, Accounting for Asset Retirement Obligations, which is
effective for financial statements issued for fiscal years beginning after June
15, 2002. This statement establishes accounting standards for recognition and
measurement of a liability for an asset retirement obligation and the associated
asset retirement cost. The Properties are currently evaluating the impact that
this standard will have on its financial condition and results of operations.

     In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which
is effective for financial statements issued for fiscal years beginning after
December 15, 2001, and the interim periods within those fiscal years. This
statement addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of, and supersedes
Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and For Long-Lived Asset to be Disposed of. The
Properties are currently evaluating the impact that this standard will have on
its financial condition and results of operations.

     Bankruptcy Related Accounting -- The Properties have accounted for all
transactions related to the Bankruptcy Cases in accordance with Statement of
Position 90-7 ("SOP 90-7"), Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code, which was issued by the American Institute of
Certified Public Accountants in November 1990. Accordingly, liabilities subject
to compromise under the Bankruptcy Cases have been segregated on the Combined
Balance Sheets and are recorded for the amounts that are expected to be allowed
under the Restructuring Agreement (see Note 2). In addition, the Combined

                                      F-39
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Statements of Operations and the Combined Statements of Cash Flows for the year
ended December 31, 2000 and for the period from January 1, 2001 through December
6, 2001 disclose expenses related to the Bankruptcy Cases under "Reorganization
Items." The Properties will continue to present their Combined Statements of
Cash Flows using the indirect method.

     Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of certain assets and
liabilities at the date of the financial statements. These estimates also affect
the disclosure of contingent liabilities at the date of the financial statements
and the reported amounts of certain revenues and expenses during the reporting
period. Actual results could differ from those estimates.

     Reclassifications -- Certain amounts in the 1999 and 2000 combined
financial statements have been reclassified to conform to the 2001 method of
presentation.

4.  STATEMENTS OF CASH FLOWS INFORMATION

     The following supplemental disclosure is provided as part of the Combined
Statements of Cash Flows for the years ended December 31, 1999 and 2000 and for
the period from January 1, 2001 through December 6, 2001:

     Cash paid for interest, net of amounts capitalized, during the years ended
December 31, 1999 and 2000 and for the period from January 1, 2001 through
December 6, 2001 was $225,072, $67,600 and $48,824, respectively.

     Certain non-cash operating, investing and financing activities were as
follows:

     Long-term contracts payable of $368,888 in 1999 and $368,420 in 2000 were
incurred with the acquisition of new equipment. In 2001, no additional new
equipment was acquired through long-term contracts payable.

     See Note 2 and Note 6 for a summary of Liabilities Subject to Compromise
and Net Assets Held for Sale.

5.  PROPERTY AND EQUIPMENT

     Property and equipment consists of the following at December 31, 2000 and
December 6, 2001:

<TABLE>
<CAPTION>
                                                                               ESTIMATED
                                                          2000        2001    SERVICE LIFE
                                                      -------------   -----   ------------
<S>                                                   <C>             <C>     <C>
Land used in casino operations......................  $  10,748,949   $ --             --
Buildings and improvements..........................     94,646,085     --     7-40 years
Site improvements...................................     20,930,897     --       20 years
Barge and improvements..............................     12,896,235     --       15 years
Furniture, fixtures and equipment...................     55,288,988     --     3-12 years
                                                      -------------   -----
                                                        194,511,154     --
Less accumulated depreciation and amortization......    (70,612,350)    --
                                                      -------------   -----
                                                        123,898,804     --
Construction in progress............................        760,878     --
                                                      -------------   -----
                                                        124,659,682     --
Less net assets held for sale.......................   (124,659,682)    --
                                                      -------------   -----
Total...............................................  $          --   $ --
                                                      =============   =====
</TABLE>

                                      F-40
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

     Substantially all property and equipment is pledged as collateral on the
Parent's long-term debt.

6.  NET ASSETS HELD FOR SALE

     On December 1, 2000, the Parent entered into the Restructuring Agreement
with the Consenting Noteholders. The Restructuring Agreement contemplates an
expeditious and orderly sale of all of the Parent's operating assets and
properties. The transactions contemplated by the Purchase Agreement were
consummated on December 6, 2001. The purchase price for the Assets was $149.0
million, subject to certain adjustments and holdbacks specified in the Purchase
Agreement, which resulted in net proceeds prior to distributions of
approximately $146.9 million.

     The components of the net assets held for sale as of December 31, 2000 are
as follows:

<TABLE>
<CAPTION>
                                  FITZGERALDS   FITZGERALDS   FITZGERALDS
                                   LAS VEGAS      TUNICA      BLACK HAWK       TOTAL
                                  -----------   -----------   -----------   ------------
<S>                               <C>           <C>           <C>           <C>
Assets:
  Cash and cash equivalents.....  $ 3,082,396   $ 5,274,598   $ 1,754,878   $ 10,111,872
  Accounts receivable, net of
     allowance for doubtful
     accounts of $210,586.......      696,054       539,510        55,420      1,290,984
  Inventories...................      445,572       445,722       153,204      1,044,498
  Prepaid gaming taxes..........      566,788            --        48,052        614,840
  Other current assets..........    1,506,705       366,376       109,802      1,982,883
  Property and equipment, net...   37,162,537    62,708,013    24,789,132    124,659,682
  Goodwill, net of accumulated
     amortization of
     $1,173,579.................           --            --    13,005,582     13,005,582
  Restricted cash...............      500,000            --            --        500,000
  Other non-current assets......      320,251       461,361       141,363        922,975
  Current portion of long term
     debt.......................     (167,273)      (73,015)           --       (240,288)
  Accounts payable..............     (514,831)     (809,013)     (227,676)    (1,551,520)
Accrued expenses:
  Payroll and related...........   (1,336,852)   (2,349,516)     (667,094)    (4,353,462)
  Progressive jackpots..........     (269,561)     (322,665)     (387,602)      (979,828)
  Outstanding chips and
     tokens.....................     (104,175)      (91,247)      (39,152)      (234,574)
  Other.........................     (788,550)   (1,095,992)   (1,152,148)    (3,036,690)
Long-term debt..................     (394,064)           --            --       (394,064)
                                  -----------   -----------   -----------   ------------
                                  $40,704,997   $65,054,132   $37,583,761   $143,342,890
                                  ===========   ===========   ===========   ============
</TABLE>

                                      F-41
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

7.  LONG-TERM DEBT

     Long-term debt outstanding at December 31, 2000 and December 6, 2001 is as
follows:

<TABLE>
<CAPTION>
                                                                2000      2001
                                                              ---------   -----
<S>                                                           <C>         <C>
Contracts payable secured by certain equipment due in
  maximum aggregate monthly installments of $32,842, with
  varying maturity dates through 2005.......................  $ 634,352   $  --
                                                              ---------   -----
Total debt..................................................    634,352      --
Less net assets held for sale...............................   (634,352)     --
                                                              ---------   -----
Long-term debt..............................................  $      --   $  --
                                                              =========   =====
</TABLE>

8.  COMMITMENTS

     Operating Leases -- In connection with the sale of assets to Majestic, the
Properties' commitments under operating leases were assumed by Majestic.

     Such operating lease commitments primarily related to equipment, signs,
warehouses and ground leases on which the Properties' buildings and equipment
reside. Rent expense for the years ended December 31, 1999 and 2000 was
$2,183,428 and $1,732,028, respectively and for the period from January 1, 2001
through December 6, 2001 was $1,164,417.

     Employment Agreements -- Consistent with industry practice, the Properties
have entered into employment agreements with certain of their executives and
departmental directors. In accordance with the Restructuring Agreement, the
Properties have agreed not to assume these employment agreements as provided in
Section 365 of the Bankruptcy Code.

9.  RELATED PARTY TRANSACTIONS

     Amounts due to/from the Parent and other wholly owned subsidiaries of the
Parent at December 6, 2001 includes receivables for $16,762,294, registered
notes payable of $70,414,353 and notes payable of $228,825. Amounts due to/from
the Parent and other wholly owned subsidiaries of the Parent at December 31,
2000 include receivables for $5,309 and registered notes payable of
$225,774,418. The registered notes due to Parent have an effective interest rate
of approximately 15.0 percent for 2001 and 2000 and are due December 15, 2004,
the due date of the Notes. Accounts receivable -- related parties of $16,762,294
at December 6, 2001 represents advances made to the Parent by the Properties.
These advances will be used to offset the notes due to the Parent as described
above.

     During the period from January 1, 2001 through December 6, 2001 and during
the years ended December 31, 2000 and 1999, the Parent allocated approximately
$1,000,000 to Fitzgeralds Las Vegas, Fitzgeralds Tunica, and Fitzgeralds Black
Hawk for corporate overhead allocations. These costs are accounted for as
general and administrative expenses. These corporate overhead allocations have
been made in order that the Properties absorb a portion of the expenses incurred
by the Parent on their behalf including, but not limited to, internal audit,
risk management, legal and corporate accounting services. The allocation method
used is based on an equal distribution to each of the Fitzgeralds operating
properties. Management believes that the allocation method used is reasonable.
Specific identification of these expenses to each of the properties is not
practicable.

                                      F-42
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

10.  PROFIT SHARING PLAN

     The Parent has a contributory profit-sharing plan for eligible employees.
The Parent's contribution to the plan for any year, as determined by the Board
of Directors, is discretionary. Contributions to the plan are allocated among
eligible participants in the proportion of their salaries to the total salaries
of all participants.

     The Parent amended the plan to include a 401(k) savings plan whereby
eligible employees may contribute up to 20% of their salary, which is matched by
the Properties at 25 cents per employee dollar contributed, up to a maximum of
6% of their salary. The Properties' matching contributions were $218,912 and
$221,140 for the years ended December 31, 1999 and 2000 and $231,975 for the
period from January 1, 2001 through December 6, 2001.

     Each employee age 21 or older completing 1,000 or more hours of service
during the twelve-month period preceding the entry dates, January 1, April 1,
July 1 or October 1, is eligible to participate in the plan.

     In addition, the Properties contribute to multi-employer defined
contribution pension plans under various union agreements. Contributions, based
on wages paid to covered employees, were $537,998 and $351,847 for the years
ended December 31, 1999 and 2000 and $342,172 for the period from January 1,
2001 through December 6, 2001.

11.  STOCKHOLDER'S DEFICIENCY

     The Restructuring Agreement requires that all of the existing common stock
of Fitzgeralds Tunica and Fitzgeralds Las Vegas be canceled and extinguished
without payment therefor. It is not expected that any distribution will be made
to holders of the existing capital stock of the Properties.

     As stated above, 101 Main Street Limited Liability Company is a limited
liability company formed under the laws of the state of Colorado. Included in
total stockholder's deficiency on the combined balance sheets is a total
member's equity of $4,663,213 as of December 6, 2001 and total member's
deficiency of $2,331,468 as of December 31, 2000 for 101 Main Street Limited
Liability Company.

12.  INCOME TAXES

     The Properties are included in Fitzgeralds Gaming Corporation's
consolidated tax return. The information below appears as if the Properties were
filing separate tax returns.

     A reconciliation of the income tax benefit with amounts determined by
applying the statutory U.S. Federal income tax rate to combined income (loss)
before taxes is as follows:

<TABLE>
<CAPTION>
                                                   1999          2000          2001
                                                -----------   -----------   -----------
<S>                                             <C>           <C>           <C>
Tax benefit at U.S. statutory rate............  $ 5,524,332   $ 3,687,104   $(8,774,424)
(Increase) decrease in valuation allowance....   (5,489,867)   (3,553,559)    8,738,172
Other.........................................      (34,465)     (133,545)       36,252
                                                -----------   -----------   -----------
Total.........................................  $        --   $        --   $        --
                                                ===========   ===========   ===========
</TABLE>

                                      F-43
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

     The following summarizes the effect of deferred income tax items and the
impact of "temporary differences" between amounts of assets and liabilities for
financial reporting purposes and such amounts as measured by tax laws.

     The tax items comprising the Properties' net deferred tax asset as of
December 31, 2000 are as follows:

<TABLE>
<CAPTION>
                                                CURRENT     NONCURRENT       TOTAL
                                               ---------   ------------   ------------
<S>                                            <C>         <C>            <C>
Deferred tax assets:
  Accrued and other liabilities..............  $ 588,486   $         --   $    588,486
  Bad debt reserve...........................     31,285             --         31,285
  FICA credits not utilized..................         --        400,836        400,836
  NOL carryforward...........................         --     25,795,441     25,795,441
  Other......................................         --         66,826         66,826
                                               ---------   ------------   ------------
                                                 619,771     26,263,103     26,882,874
                                               ---------   ------------   ------------
Deferred tax liabilities:
  Difference between book and tax basis of
     property................................         --     (4,548,554)    (4,548,554)
  Intangibles................................         --       (710,827)      (710,827)
  Deferred state taxes.......................         --     (5,552,056)    (5,552,056)
  Prepaid expenses...........................   (681,523)            --       (681,523)
  Differences from flow through entity.......         --        (98,482)       (98,482)
                                               ---------   ------------   ------------
                                                (681,523)   (10,909,919)   (11,591,442)
                                               ---------   ------------   ------------
                                                 (61,752)    15,353,184     15,291,432
Less: valuation allowance....................     61,752    (15,353,184)   (15,291,432)
                                               ---------   ------------   ------------
Net..........................................  $      --   $         --   $         --
                                               =========   ============   ============
</TABLE>

     The tax items comprising the Properties' net deferred tax asset as of
December 6, 2001 are as follows:

<TABLE>
<CAPTION>
                                                  CURRENT    NONCURRENT       TOTAL
                                                 ---------   -----------   -----------
<S>                                              <C>         <C>           <C>
Deferred tax assets:
  Accrued and other liabilities................  $ 101,787   $        --   $   101,781
  FICA credits not utilized....................         --       462,862       462,862
  NOL carryforward.............................         --     6,232,200     6,232,200
  Other........................................         --         1,743         1,743
                                                 ---------   -----------   -----------
                                                   101,781     6,696,805     6,798,586
                                                 ---------   -----------   -----------
Deferred tax liabilities:
  Deferred state taxes.........................         --      (143,546)     (143,546)
  Prepaid expenses.............................   (245,326)           --      (245,326)
                                                  (245,326)     (143,546)     (388,872)
                                                 ---------   -----------   -----------
                                                  (143,545)    6,553,259     6,409,714
Less: valuation allowance......................    143,545    (6,553,259)   (6,409,714)
                                                 ---------   -----------   -----------
Net............................................  $      --   $        --   $        --
                                                 =========   ===========   ===========
</TABLE>

                                      F-44
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

     Due to the uncertainty of the realization of certain tax carry forward
items, a valuation allowance has been established in the amount of $6.4 million
at December 6, 2001. Realization of a significant portion of the assets offset
by the valuation allowance is dependent on the Properties generating sufficient
taxable income prior to expiration of the loss and credit carryforwards.

     As of December 6, 2001, the Properties had a combined net operating loss
carryforward of approximately $17.8 million and a tax credit carryforward of $.7
million, which are available to offset future tax through 2020. The availability
of the loss and credit carryforwards may be subject to limitations under
sections 382 and 383 of the Internal Revenue Code in the event of a significant
change of ownership.

13.  CONTINGENCIES

     Guarantee -- The Properties are guarantors under various credit agreements,
including the Parent's Notes totaling approximately $99.7 million in outstanding
principal amount. In addition, substantially all of the Properties' assets serve
as collateral under such agreements. Subject to certain exceptions, the
guarantee of the Notes is secured by a lien on substantially all assets of the
Properties other than certain excluded assets, as defined. Such excluded assets
include, among other things, (i) cash, deposit accounts and other cash
equivalents; (ii) furniture, fixtures and equipment securing certain
non-recourse indebtedness; and (iii) any agreements, permits, licenses or the
like that cannot be subjected to a lien without the consent of third parties,
which consent is not obtainable by the Parent (including all gaming licenses of
the Parent and its restricted subsidiaries as defined), provided that excluded
assets does not include the proceeds of the assets under clauses (ii) or (iii)
or any other collateral to the extent such proceeds do not constitute excluded
assets under clause (i) above. Assets not transferred upon the close of the sale
with Majestic will continue to serve as collateral after the sale.

  LEGAL MATTERS

     Central City Litigation -- On or about May 25, 2001, City of Central,
Colorado ("Central City"), and certain businesses claiming to do business in
Central City commenced an action, Civil Action No. 01-D-0964, in the United
States District Court for the District of Colorado against the City of Black
Hawk, Colorado ("Black Hawk"), certain companies alleged to do business in or
about Black Hawk and various individuals.

     101 Main Street Limited Liability Company ("101 Main"), a wholly owned
subsidiary of Fitzgeralds Black Hawk, Inc.-II, was named defendant in the
action. The claims against all defendants, including 101 Main, are predicated on
15 U.S.C. section 1 (Restraint of Trade), 15 U.S.C. section 2 (Monopolization),
15 U.S.C. section 2 (Attempted Monopolization), Colorado Revised Statute section
6-4-104 (Restraint of Trade), violation of Colorado Revised Statute section
6-4-105 (Monopolization), Colorado Revised Statute section 6-4-105 (Attempted
Monopolization), 18 U.S.C. section 1962 (Racketeering), Colorado Revised Statute
section 18-17-104 (Colorado Organized Crime Control Act), intentional
interference with prospective economic advantage, civil conspiracy, tortuous
interference with contractual relations and inducing breach of contract. The
plaintiffs in the action are seeking judgment by jury against all defendants for
an amount in excess of $100.0 million. The principal cause of the action
relating to 101 Main is that the defendants, including 101 Main Street Limited
Liability Company, engaged in certain conduct to prevent the construction of a
highway defined as the "Southern Access Road" that would provide access to
travelers directly to Central City from Interstate 70 instead of requiring
passage through Black Hawk.

     The complaint was filed after the commencement of the Bankruptcy Cases, and
101 Main has asserted that the action was commenced in violation of the
automatic stay, Section 362(a) of the Bankruptcy Code. On June 21, 2001, the
Parent filed a Notice of Pending Bankruptcy Cases and Existence of the Automatic
Stay.

                                      F-45
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

     101 Main then obtained an order to show cause why Plaintiffs and their
attorneys should not be held in contempt. Before the hearing, Plaintiffs amended
the complaint to omit 101 Main as a defendant, and Plaintiffs filed two motions
with the Bankruptcy Court, which sought (i) leave to file a late claim in the
101 Main bankruptcy case and (ii) relief from the automatic stay to add 101 Main
as a party defendant to the amended complaint. The amended complaint sought
damages, in an amount alleged to exceed $300,000,000, against the defendants
for, among other matters, RICO and conspiracy.

     At a December 10, 2001 hearing, the Bankruptcy Court found that Plaintiffs
had violated the automatic stay and denied Plaintiffs' motion for leave to file
a late claim with the Bankruptcy Court. Furthermore, at this hearing the
Bankruptcy Court denied Plaintiffs' motion for relief from the automatic stay to
add 101 Main as a party defendant to the amended complaint, although it did
allow Plaintiffs to obtain discovery from 101 Main, its agents and
representatives in conjunction with the prosecution of the amended complaint
against other named defendants. On March 28, 2002, the Bankruptcy Court entered
its orders in this regard, which orders are now final and non-appealable.

     Other Legal Matters -- The Properties are a party to various lawsuits
relating to routine matters incidental to its business. Except as noted below,
the Properties do not believe that the outcome of such litigation, individually
or in the aggregate, will have any material adverse effect on its financial
condition.

     Reliance -- From April 1, 1998 through September 30, 1999, the Properties'
general liability insurance and worker's compensation insurance carrier was
Reliance Insurance Company ("Reliance"). On May 29, 2001, a Pennsylvania court
placed Reliance under the control of the Pennsylvania Insurance Department for
rehabilitation. Thereafter, on October 3, 2001, the Reliance Insurance Company
was declared insolvent and placed under an order of liquidation by the
Pennsylvania Commonwealth Court at the request of the Pennsylvania Insurance
Department. The Properties have not incurred any material amounts for liability
claims or workers compensation claims that would be subject to reimbursement by
Reliance.

     However, the statute of limitation has not expired for filing claims and it
is unclear at this time what the insurance coverage would be from Reliance, if
any, in the event that a future claim is filed that would be large enough to
result in an insurance reimbursement from Reliance, or if there is insurance
coverage for an existing claim that is currently under the threshold level for
reimbursement, but increases in the future to an amount eligible for
reimbursement. The reimbursement threshold per claim is $25,000 and $100,000 for
liability claims and worker compensation claims, respectively. At the present
time, the Properties are unable to determine what effect this action may have on
liability and worker's compensation claims which arose during the coverage
period for which Reliance was the Properties' insurance carrier or whether any
limitations on coverage would have a material adverse effect on the Properties'
financial condition.

     Holiday Inn -- Upon notification by Majestic of its intent to not enter
into a new franchise agreement with Holiday Inn Franchising, Inc. ("Inns"), the
Parent filed a motion with the Bankruptcy Court on October 26, 2001 to remove
its pre-petition franchise and other agreements with Inns from the list of
agreements to be assumed and assigned to Majestic. On October 26, 2001, the
Bankruptcy Court granted the motion. Since the transactions contemplated by the
Purchase Agreement were consummated on December 6, 2001, the Parent believes
Inns will assert an unsecured claim in the Bankruptcy Cases based upon the
liquidated damages provision of the franchise agreement (approximately $1.6
million). While the Parent would contest the allowance of such a claim by the
Bankruptcy Court, the Parent cannot predict the Bankruptcy Court's ultimate
resolution of such a claim.

14.  SEGMENT INFORMATION

     Until December 6, 2001, the Properties owned and operated three Fitzgeralds
casino-hotels: downtown Las Vegas, Nevada; Tunica, Mississippi; and Black Hawk,
Colorado. The Properties identify their business in

                                      F-46
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

three segments based on geographic location. The Properties market in each of
their segments primarily to middle-market customers, emphasizing their
Fitzgeralds brand and their "Fitzgeralds Irish Luck" theme. The major products
offered in each segment are as follows: casino, hotel (except for Fitzgeralds
Black Hawk) and food and beverage.

     The accounting policies of each business segment are the same as those
described in the summary of significant accounting policies. There are minimal
inter-segment sales. The Properties evaluate business segment performance based
on EBITDA (defined below). Corporate costs are allocated to the business segment
through management fees.

     Assets are principally cash and cash equivalents, property and equipment
and goodwill related to the acquisition of the remaining 78% membership interest
in 101 Main Street Limited Liability Company. No single customer accounts for
more than 10% of revenue.

     A summary of the Properties' operations by business segment for 1999, 2000
and 2001 is presented below:

<TABLE>
<CAPTION>
                                                                                  FOR THE
                                                                             PERIOD JANUARY 1,
                                                   YEAR ENDED DECEMBER 31,     2001 THROUGH
                                                   -----------------------      DECEMBER 6,
                                                      1999         2000            2001
                                                   ----------   ----------   -----------------
                                                                 (IN THOUSANDS)
<S>                                                <C>          <C>          <C>
Net operating revenues:
  Fitzgeralds Las Vegas..........................   $ 50,910     $ 52,139        $ 49,435
  Fitzgeralds Tunica.............................     69,582       75,062          76,713
  Fitzgeralds Black Hawk.........................     32,284       32,537          31,511
                                                    --------     --------        --------
     Total.......................................   $152,776     $159,738        $157,659
                                                    ========     ========        ========
Income (loss) from operations:
  Fitzgeralds Las Vegas..........................   $ (1,115)    $     (7)       $(23,618)
  Fitzgeralds Tunica.............................      5,321        9,018          42,033
  Fitzgeralds Black Hawk(1)......................      7,517        6,385           7,027
                                                    --------     --------        --------
     Total.......................................   $ 11,723     $ 15,396        $ 25,442
                                                    ========     ========        ========
Reconciliation of total business segment
  operating income to combined net income (loss)
  before income tax and extraordinary item:
  Total segment operating income.................   $ 11,723     $ 15,396        $ 25,442
  Interest income................................        130          167              38
  Interest expense...............................       (210)         (71)            (40)
  Interest expense -- related party..............    (27,990)     (26,031)             --
  Other, net.....................................         99            4             (81)
                                                    --------     --------        --------
     Net income (loss) before income tax.........   $(16,248)    $(10,535)       $ 25,359
                                                    ========     ========        ========
EBITDA(2):
  Fitzgeralds Las Vegas(3).......................   $  2,594     $  3,692        $(23,618)
  Fitzgeralds Tunica.............................     11,553       15,253          42,198
  Fitzgeralds Black Hawk.........................      9,303        8,138           7,027
                                                    --------     --------        --------
     Total.......................................   $ 23,450     $ 27,083        $ 25,607
                                                    ========     ========        ========
</TABLE>

                                      F-47
<PAGE>
           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
                                                                                  FOR THE
                                                                             PERIOD JANUARY 1,
                                                   YEAR ENDED DECEMBER 31,     2001 THROUGH
                                                   -----------------------      DECEMBER 6,
                                                      1999         2000            2001
                                                   ----------   ----------   -----------------
                                                                 (IN THOUSANDS)
<S>                                                <C>          <C>          <C>
Segment depreciation and amortization:
  Fitzgeralds Las Vegas..........................   $  3,709     $  3,698        $     --
  Fitzgeralds Tunica.............................      6,231        6,235              --
  Fitzgeralds Black Hawk.........................      1,786        1,755              --
                                                    --------     --------        --------
     Total.......................................   $ 11,726     $ 11,688        $     --
                                                    ========     ========        ========
Expenditures for additions to long-lived assets:
  Fitzgeralds Las Vegas..........................   $  1,635     $  1,619        $    249
  Fitzgeralds Tunica.............................      2,393        6,199             627
  Fitzgeralds Black Hawk.........................        687        1,518             178
                                                    --------     --------        --------
     Total.......................................   $  4,715     $  9,336        $  1,054
                                                    ========     ========        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                 AS OF          AS OF
                                                              DECEMBER 31,   DECEMBER 6,
                                                                  2000          2001
                                                              ------------   -----------
                                                                    (IN THOUSANDS)
<S>                                                           <C>            <C>
Segment assets:
  Fitzgeralds Las Vegas.....................................    $ 42,657       $ 1,789
  Fitzgeralds Tunica........................................      65,943        15,547
  Fitzgeralds Black Hawk....................................      38,728         5,024
                                                                --------       -------
     Total..................................................     147,328        22,360
  Less: inter-company.......................................          (8)           13
                                                                --------       -------
     Total..................................................    $147,320       $22,373
                                                                ========       =======
</TABLE>

---------------

(1) Includes write-down of assets of $13.0 million in 2001 at Fitzgeralds Black
    Hawk.

(2) EBITDA is a supplemental financial measurement used by the Company in the
    evaluation of its gaming business and by many gaming industry analysts.
    EBITDA is calculated by adding depreciation and amortization expense to
    income from operations. At any property, EBITDA is calculated after the
    allocation of corporate costs. However, EBITDA should only be read in
    conjunction with all of the Properties' financial data summarized above and
    its financial statements prepared in accordance with generally accepted
    accounting principles ("GAAP") appearing elsewhere herein, and should not be
    construed as an alternative either to income from operations (as determined
    in accordance with GAAP) as an indication of the Properties' operating
    performance or to cash flows from operating activities (as determined in
    accordance with GAAP) as a measure of liquidity. This presentation of EBITDA
    may not be comparable to similarly titled measures reported by other
    companies.

(3) Fitzgeralds Las Vegas invested $0.8 million, $0.9 million and $0.9 million
    in 2001, 2000 and 1999, respectively, in FSE. Such investment was charged
    against earnings as a selling, general and administrative expense.

                                      F-48
<PAGE>

                    HISTORICAL COMBINED FINANCIAL STATEMENTS

           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)
           SUPPLEMENTAL COMBINING SCHEDULE -- STATEMENT OF OPERATIONS
                INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                      101 MAIN STREET
                                  FITZGERALDS        FITZGERALDS          LIMITED       ELIMINATING
                                LAS VEGAS, INC.   MISSISSIPPI, INC.    LIABILITY CO.      ENTRIES     COMBINED TOTAL
                                ---------------   -----------------   ---------------   -----------   --------------
<S>                             <C>               <C>                 <C>               <C>           <C>
OPERATING REVENUES:
  Casino......................    $38,129,610       $ 65,676,465        $35,122,740        $  --       $138,928,815
  Food and beverage...........      8,502,928          7,936,527          2,289,609           --         18,729,064
  Rooms.......................      8,465,897          7,827,721                 --           --         16,293,618
  Other.......................      1,808,135          1,195,908            281,164           --          3,285,207
                                  -----------       ------------        -----------        -----       ------------
         Total................     56,906,570         82,636,621         37,693,513           --        177,236,704
  Less promotional
    allowances................      5,996,339         13,054,629          5,409,080           --         24,460,048
                                  -----------       ------------        -----------        -----       ------------
         Net..................     50,910,231         69,581,992         32,284,433           --        152,776,656
                                  -----------       ------------        -----------        -----       ------------
OPERATING COSTS AND EXPENSES:
  Casino......................     19,583,057         31,027,932         13,535,985           --         64,146,974
  Food and beverage...........      7,695,608          2,929,046          1,168,417           --         11,793,071
  Rooms.......................      6,101,345          4,599,896                 --           --         10,701,241
  Other.......................        906,070            386,663            584,297           --          1,877,030
  Selling, general and
    administrative............     14,029,853         19,085,794          7,693,145                      40,808,792
  Depreciation and
    amortization..............      3,709,225          6,231,109          1,785,751           --         11,726,085
                                  -----------       ------------        -----------        -----       ------------
         Total................     52,025,158         64,260,440         24,767,595           --        141,053,193
                                  -----------       ------------        -----------        -----       ------------
INCOME (LOSS) FROM
  OPERATIONS..................     (1,114,927)         5,321,552          7,516,838                      11,723,463
OTHER INCOME (EXPENSE):
  Interest income.............         43,422             67,221             19,011           --            129,654
  Interest expense............       (120,596)           (65,291)           (24,427)          --           (210,314)
  Interest expense -- related
    party.....................     (7,951,662)       (12,722,660)        (7,315,529)          --        (27,989,851)
  Other, net..................        100,606                 --             (1,594)          --             99,012
                                  -----------       ------------        -----------        -----       ------------
INCOME (LOSS) BEFORE INCOME
  TAXES.......................     (9,043,157)        (7,399,178)           194,299           --        (16,248,036)
INCOME TAX (PROVISION)
  BENEFIT.....................             --                 --                 --           --                 --
                                  -----------       ------------        -----------        -----       ------------
NET INCOME (LOSS).............    $(9,043,157)      $ (7,399,178)       $   194,299        $  --       $(16,248,036)
                                  ===========       ============        ===========        =====       ============
</TABLE>

                                       F-49
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)
            SUPPLEMENTAL COMBINING SCHEDULE--STATEMENT OF CASH FLOWS
                INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                              101 MAIN STREET
                                          FITZGERALDS        FITZGERALDS          LIMITED       ELIMINATING
                                        LAS VEGAS, INC.   MISSISSIPPI, INC.    LIABILITY CO.      ENTRIES     COMBINED TOTAL
                                        ---------------   -----------------   ---------------   -----------   --------------
<S>                                     <C>               <C>                 <C>               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)...................    $(9,043,157)       $(7,399,178)       $  194,299         $           $(16,248,036)
  Adjustments to reconcile net income
    (loss) to net cash provided by
    operating activities:
    Depreciation and amortization.....      3,709,225          6,231,109         1,785,751            --         11,726,085
    Other.............................        (59,626)                --             1,594            --            (58,032)
    (Increase) decrease in accounts
      receivable, net.................        100,735            113,972           (78,617)           --            136,090
    Increase in inventories...........        (80,012)           (23,278)          (32,376)           --           (135,666)
    (Increase) decrease in prepaid
      expenses........................       (380,727)           (54,012)           33,631            --           (401,108)
    (Increase) decrease in other
      assets..........................         41,423           (190,879)           19,365            --           (130,091)
    Increase (decrease) in accounts
      payable.........................     (1,096,585)        (1,453,520)           38,267            --         (2,511,838)
    Increase (decrease) in accrued and
      other liabilities...............       (355,418)         1,031,932          (226,009)           --            450,505
    Increase (decrease) in amounts due
      to related parties, net.........     10,196,712          5,808,510           (59,877)           --         15,945,345
                                          -----------        -----------        ----------         -----       ------------
         Net cash provided by
           operating activities.......      3,032,570          4,064,656         1,676,028            --          8,773,254
                                          -----------        -----------        ----------         -----       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of assets........         59,626                 --            18,100            --             77,726
  Acquisition of property and
    equipment.........................     (1,568,093)        (2,090,648)         (686,847)           --         (4,345,588)
                                          -----------        -----------        ----------         -----       ------------
         Net cash used in investing
           activities.................     (1,508,467)        (2,090,648)         (668,747)           --         (4,267,862)
                                          -----------        -----------        ----------         -----       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of long-term debt.........     (1,511,339)          (891,606)         (572,677)           --         (2,975,622)
                                          -----------        -----------        ----------         -----       ------------
         Net cash used in financing
           activities.................     (1,511,339)          (891,606)         (572,677)           --         (2,975,622)
                                          -----------        -----------        ----------         -----       ------------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS.........................         12,764          1,082,402           434,604            --          1,529,770
CASH AND CASH EQUIVALENTS, BEGINNING
  OF YEAR.............................      3,113,838          4,104,073         1,530,344            --          8,748,255
                                          -----------        -----------        ----------         -----       ------------
CASH AND CASH EQUIVALENTS, END OF
  YEAR................................    $ 3,126,602        $ 5,186,475        $1,964,948         $  --       $ 10,278,025
                                          ===========        ===========        ==========         =====       ============
</TABLE>

                                      F-50
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)
          SUPPLEMENTAL COMBINING SCHEDULE -- BALANCE SHEET INFORMATION
                              AT DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                       101 MAIN STREET
                                   FITZGERALDS        FITZGERALDS          LIMITED       ELIMINATING     COMBINED
                                 LAS VEGAS, INC.   MISSISSIPPI, INC.    LIABILITY CO.      ENTRIES        TOTAL
                                 ---------------   -----------------   ---------------   -----------   ------------
<S>                              <C>               <C>                 <C>               <C>           <C>
                                                      ASSETS
CURRENT ASSETS:
  Cash and cash equivalents....   $  1,068,324       $    684,394        $ 1,087,293      $            $  2,840,011
  Prepaid expenses:............                                                                 --
    Gaming taxes...............        237,196             28,185                 --            --          265,381
    Other......................        133,269            176,266             56,777            --          366,312
                                  ------------       ------------        -----------      --------     ------------
         Total current
           assets..............      1,438,789            888,845          1,144,070            --        3,471,704
                                  ------------       ------------        -----------      --------     ------------
OTHER ASSETS:
  Net assets held for sale.....     40,704,997         65,054,132         37,583,761            --      143,342,890
  Restricted cash..............        500,000                 --                 --            --          500,000
  Long-term accounts
    receivable -- related
    parties....................         13,033                 --                 --        (7,724)(a)        5,309
                                  ------------       ------------        -----------      --------     ------------
         Total other assets....     41,218,030         65,054,132         37,583,761        (7,724)     143,848,199
                                  ------------       ------------        -----------      --------     ------------
TOTAL..........................   $ 42,656,819       $ 65,942,977        $38,727,831      $ (7,724)    $147,319,903
                                  ============       ============        ===========      ========     ============

                                     LIABILITIES AND STOCKHOLDER'S DEFICIENCY
LIABILITIES NOT SUBJECT TO
  COMPROMISE
CURRENT LIABILITIES:
  Payroll and related..........   $    118,409       $    305,652        $    67,194      $     --     $    491,255
                                  ------------       ------------        -----------      --------     ------------
         Total liabilities not
           subject to
           compromise..........        118,409            305,652             67,194            --          491,255
LIABILITIES SUBJECT TO
  COMPROMISE...................     88,396,939         96,492,176         40,992,105        (7,724)(b)  225,873,496
                                  ------------       ------------        -----------      --------     ------------
         Total liabilities.....     88,515,348         96,797,828         41,059,299        (7,724)     226,364,751
                                  ------------       ------------        -----------      --------     ------------
STOCKHOLDER'S DEFICIENCY.......    (45,858,529)       (30,854,851)        (2,331,468)           --      (79,044,848)
                                  ------------       ------------        -----------      --------     ------------
TOTAL..........................   $ 42,656,819       $ 65,942,977        $38,727,831      $ (7,724)    $147,319,903
                                  ============       ============        ===========      ========     ============
</TABLE>

---------------

(a) To eliminate intercompany accounts and notes receivable.

(b) To eliminate intercompany accounts and notes payable.

                                      F-51
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

         FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC. AND
                   101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

           SUPPLEMENTAL COMBINING SCHEDULE -- STATEMENT OF OPERATIONS
                INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                 101 MAIN STREET
                             FITZGERALDS        FITZGERALDS          LIMITED       ELIMINATING     COMBINED
                           LAS VEGAS, INC.   MISSISSIPPI, INC.    LIABILITY CO.      ENTRIES        TOTAL
                           ---------------   -----------------   ---------------   -----------   ------------
<S>                        <C>               <C>                 <C>               <C>           <C>
OPERATING REVENUES:
  Casino.................    $38,476,427        $73,506,899        $36,793,529        $  --      $148,776,855
  Food and beverage......      8,541,003          8,658,645          2,386,565           --        19,586,213
  Rooms..................      8,452,168          8,147,904                 --           --        16,600,072
  Other..................      2,246,343            977,444            306,245           --         3,530,032
                             -----------        -----------        -----------        -----      ------------
          Total..........     57,715,941         91,290,892         39,486,339           --       188,493,172
     Less promotional
       allowances........      5,576,597         16,229,247          6,949,780           --        28,755,624
                             -----------        -----------        -----------        -----      ------------
          Net............     52,139,344         75,061,645         32,536,559           --       159,737,548
                             -----------        -----------        -----------        -----      ------------
OPERATING COSTS AND
  EXPENSES:
  Casino.................     19,945,222         34,163,968         15,004,089           --        69,113,279
  Food and beverage......      7,487,388          3,241,141            780,436           --        11,508,965
  Rooms..................      6,672,465          4,231,886                 --           --        10,904,351
  Other..................        756,129            377,204            583,849           --         1,717,182
  Selling, general and
     administrative......     13,586,618         17,757,582          8,026,758                     39,370,958
  Depreciation and
     amortization........      3,698,468          6,234,911          1,754,585           --        11,687,964
  Reorganization items...             --             37,015              1,952           --            38,967
                             -----------        -----------        -----------        -----      ------------
          Total..........     52,146,290         66,043,707         26,151,669           --       144,341,666
                             -----------        -----------        -----------        -----      ------------
INCOME (LOSS) FROM
  OPERATIONS.............         (6,946)         9,017,938          6,384,890                     15,395,882
OTHER INCOME (EXPENSE):
  Interest income........         49,433             88,699             29,314           --           167,446
  Interest expense.......        (52,923)           (16,561)            (1,898)          --           (71,382)
  Interest expense --
     related party.......     (7,386,790)       (11,848,387)        (6,795,846)                   (26,031,023)
  Other, net.............         48,943            (44,450)                --                          4,493
                             -----------        -----------        -----------        -----      ------------
NET LOSS.................    $(7,348,283)       $(2,802,761)       $  (383,540)       $  --      $(10,534,584)
                             ===========        ===========        ===========        =====      ============
</TABLE>

                                      F-52
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

         FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC. AND
                   101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

           SUPPLEMENTAL COMBINING SCHEDULE -- STATEMENT OF CASH FLOWS
                INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                           101 MAIN STREET
                                       FITZGERALDS        FITZGERALDS          LIMITED       ELIMINATING     COMBINED
                                     LAS VEGAS, INC.   MISSISSIPPI, INC.    LIABILITY CO.      ENTRIES        TOTAL
                                     ---------------   -----------------   ---------------   -----------   ------------
<S>                                  <C>               <C>                 <C>               <C>           <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net loss.........................    $(7,348,283)       $(2,802,761)       $  (383,540)       $          $(10,534,584)
  Adjustments to reconcile net loss
    to net cash provided by
    operating activities:
    Depreciation and
      amortization.................      3,698,468          6,234,911          1,754,585           --        11,687,964
    Reorganization items incurred
      in connection with Chapter 11
      and related legal
      proceedings..................             --             37,015              1,952           --            38,967
    Other..........................         (7,963)            44,450                 --           --            36,487
    (Increase) decrease in accounts
      receivable, net..............       (295,349)           (13,680)            75,670           --          (233,359)
    (Increase) decrease in
      inventories..................        146,770            (57,423)             9,182           --            98,529
    (Increase) decrease in prepaid
      expenses.....................       (365,739)             6,734           (133,961)          --          (492,966)
    (Increase) decrease in other
      assets.......................         17,285            (14,950)          (141,363)          --          (139,028)
    Decrease in accounts payable...       (746,909)          (429,695)          (231,515)          --        (1,408,119)
    Decrease in accrued and other
      liabilities..................       (232,349)        (1,864,197)           (28,432)          --        (2,124,978)
    Increase in amounts due to
      related parties, net.........      7,599,558          6,067,908          1,466,808                     15,134,274
    Increase in liabilities subject
      to compromise................         33,677             65,267              7,733                        106,677
                                       -----------        -----------        -----------        -----      ------------
    Net cash provided by operating
      activities before
      reorganization items.........      2,499,166          7,273,579          2,397,119           --        12,169,864
    Reorganization items incurred
      in connection with Chapter 11
      and related legal
      proceedings..................             --            (37,015)            (1,952)          --           (38,967)
                                       -----------        -----------        -----------        -----      ------------
         Net cash provided by
           operating activities....      2,499,166          7,236,564          2,395,167           --        12,130,897
                                       -----------        -----------        -----------        -----      ------------
CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Proceeds from sale of assets.....          7,963                 --                500           --             8,463
  Acquisition of property and
    equipment......................     (1,250,139)        (6,243,359)        (1,518,444)          --        (9,011,942)
                                       -----------        -----------        -----------        -----      ------------
         Net cash used in investing
           activities..............     (1,242,176)        (6,243,359)        (1,517,944)          --        (9,003,479)
                                       -----------        -----------        -----------        -----      ------------
</TABLE>

                                      F-53
<PAGE>

<TABLE>
<CAPTION>
                                                                           101 MAIN STREET
                                       FITZGERALDS        FITZGERALDS          LIMITED       ELIMINATING     COMBINED
                                     LAS VEGAS, INC.   MISSISSIPPI, INC.    LIABILITY CO.      ENTRIES        TOTAL
                                     ---------------   -----------------   ---------------   -----------   ------------
<S>                                  <C>               <C>                 <C>               <C>           <C>
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Repayment of long-term debt......       (232,872)          (220,688)                --           --          (453,560)
                                       -----------        -----------        -----------        -----      ------------
         Net cash used in financing
           activities..............       (232,872)          (220,688)                --           --          (453,560)
                                       -----------        -----------        -----------        -----      ------------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS......................      1,024,118            772,517            877,223           --         2,673,858
CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR................      3,126,602          5,186,475          1,964,948           --        10,278,025
INCREASE IN CASH AND CASH
  EQUIVALENTS INCLUDED IN NET
  ASSETS HELD FOR SALE.............     (3,082,396)        (5,274,598)        (1,754,878)          --       (10,111,872)
                                       -----------        -----------        -----------        -----      ------------
CASH AND CASH EQUIVALENTS, END OF
  YEAR.............................    $ 1,068,324        $   684,394        $ 1,087,293        $  --      $  2,840,011
                                       ===========        ===========        ===========        =====      ============
</TABLE>

                                      F-54
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

          SUPPLEMENTAL COMBINING SCHEDULE -- BALANCE SHEET INFORMATION
                              AT DECEMBER 6, 2001

<TABLE>
<CAPTION>
                                                                         101 MAIN STREET
                                     FITZGERALDS        FITZGERALDS          LIMITED       ELIMINATING      COMBINED
                                   LAS VEGAS, INC.   MISSISSIPPI, INC.    LIABILITY CO.      ENTRIES         TOTAL
                                   ---------------   -----------------   ---------------   -----------    ------------
<S>                                <C>               <C>                 <C>               <C>            <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents......   $    726,021        $ 2,388,390        $  648,155        $            $  3,762,566
  Accounts receivable, net.......          3,963            192,532            29,000                          225,495
  Prepaid expenses:
    Gaming taxes.................        783,392             32,360             1,838                          817,590
    Other........................        275,749            309,651           194,838                          780,238
                                    ------------        -----------        ----------        -------      ------------
      Total current assets.......      1,789,125          2,922,933           873,831             --         5,585,889
                                    ------------        -----------        ----------        -------      ------------
OTHER ASSETS:
  Accounts receivable -- related
    parties......................             --         12,599,516         4,149,702         13,076(a)     16,762,294
  Other assets...................             --             25,000                --                           25,000
                                    ------------        -----------        ----------        -------      ------------
      Total other assets.........             --         12,624,516         4,149,702         13,076        16,787,294
                                    ------------        -----------        ----------        -------      ------------
TOTAL............................   $  1,789,125        $15,547,449        $5,023,533        $13,076      $ 22,373,183
                                    ============        ===========        ==========        =======      ============

                                                 LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES NOT SUBJECT TO
  COMPROMISE
CURRENT LIABILITIES:
  Accounts payable...............   $    166,073        $        --        $       --        $            $    166,073
  Due to Majestic................      2,405,289          1,716,150          (321,439)                       3,800,000
  Accrued and other:
    Payroll and related..........        204,835            486,628           227,680                          919,143
    Other........................         76,034             98,912            89,786                          264,732
                                    ------------        -----------        ----------        -------      ------------
      Total current
         liabilities.............      2,852,231          2,301,690            (3,973)            --         5,149,948
                                    ------------        -----------        ----------        -------      ------------
NOTE PAYABLE -- RELATED PARTY....        215,749                 --                --         13,076(a)        228,825
                                    ------------        -----------        ----------        -------      ------------
      Total liabilities not
         subject to compromise...      3,067,980          2,301,690            (3,973)        13,076         5,378,773
LIABILITIES SUBJECT TO
  COMPROMISE.....................     68,245,167          2,071,002           364,293                       70,680,462
                                    ------------        -----------        ----------        -------      ------------
      Total liabilities..........     71,313,147          4,372,692           360,320         13,076        76,059,235
                                    ------------        -----------        ----------        -------      ------------
STOCKHOLDER'S DEFICIENCY.........    (69,524,022)        11,174,757         4,663,213             --       (53,686,052)
                                    ------------        -----------        ----------        -------      ------------
TOTAL............................   $  1,789,125        $15,547,449        $5,023,533        $13,076      $ 22,373,183
                                    ============        ===========        ==========        =======      ============
</TABLE>

---------------

(a) To eliminate intercompany accounts and notes receivable/payable.

                                      F-55
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

           SUPPLEMENTAL COMBINING SCHEDULE -- STATEMENT OF OPERATIONS
    INFORMATION FOR THE PERIOD FROM JANUARY 1, 2001 THROUGH DECEMBER 6, 2001

<TABLE>
<CAPTION>
                                                                            101 MAIN STREET
                                        FITZGERALDS        FITZGERALDS          LIMITED       ELIMINATING     COMBINED
                                      LAS VEGAS, INC.   MISSISSIPPI, INC.    LIABILITY CO.      ENTRIES        TOTAL
                                      ---------------   -----------------   ---------------   -----------   ------------
<S>                                   <C>               <C>                 <C>               <C>           <C>
OPERATING REVENUES:
  Casino............................   $ 37,401,549       $ 77,462,357       $ 35,806,661                   $150,670,567
  Food and beverage.................      7,619,373          8,480,323          2,265,547                     18,365,243
  Rooms.............................      7,421,444          7,620,756                 --                     15,042,200
  Other.............................      2,150,660          1,114,620            280,058                      3,545,338
                                       ------------       ------------       ------------         ---       ------------
      Total.........................     54,593,026         94,678,056         38,352,266          --        187,623,348
Less promotional allowances.........      5,157,564         17,965,548          6,840,890                     29,964,002
                                       ------------       ------------       ------------         ---       ------------
      Net...........................     49,435,462         76,712,508         31,511,376          --        157,659,346
                                       ------------       ------------       ------------         ---       ------------
OPERATING COSTS AND EXPENSES:
  Casino............................     19,802,333         35,536,411         14,419,043                     69,757,787
  Food and beverage.................      6,692,684          3,041,117            891,216                     10,625,017
  Rooms.............................      6,357,318          3,461,234                 --                      9,818,552
  Other.............................        582,166            440,179            634,920                      1,657,265
  Selling, general and
    administrative..................     13,792,262         16,194,550          7,865,398          --         37,852,210
  Depreciation and amortization.....             --                 --                 --                             --
  Reorganization items..............     25,826,705        (23,994,013)       (12,331,767)                   (10,499,075)
  Write-down of assets..............                                           13,005,582                     13,005,582
                                       ------------       ------------       ------------         ---       ------------
      Total.........................     73,053,468         34,679,478         24,484,392          --        132,217,338
                                       ------------       ------------       ------------         ---       ------------
INCOME (LOSS) FROM OPERATIONS.......    (23,618,006)        42,033,030          7,026,984          --         25,442,008
OTHER INCOME (EXPENSE)
  Interest income...................         38,407                 --                 --                         38,407
  Interest expense..................        (34,637)            (5,322)                --                        (39,959)
  Other, net........................        (51,258)             1,900            (32,302)         --            (81,660)
                                       ------------       ------------       ------------         ---       ------------
NET INCOME (LOSS)...................   $(23,665,494)      $ 42,029,608       $  6,994,682         $--       $ 25,358,796
                                       ============       ============       ============         ===       ============
</TABLE>

                                      F-56
<PAGE>
                    HISTORICAL COMBINED FINANCIAL STATEMENTS

           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                 AND 101 MAIN STREET LIMITED LIABILITY COMPANY
                            (DEBTORS-IN-POSSESSION)
         (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

           SUPPLEMENTAL COMBINING SCHEDULE -- STATEMENT OF CASH FLOWS
    INFORMATION FOR THE PERIOD FROM JANUARY 1, 2001 THROUGH DECEMBER 6, 2001

<TABLE>
<CAPTION>
                                                                                     101 MAIN STREET
                                                 FITZGERALDS        FITZGERALDS          LIMITED       ELIMINATING     COMBINED
                                               LAS VEGAS, INC.   MISSISSIPPI, INC.    LIABILITY CO.      ENTRIES        TOTAL
                                               ---------------   -----------------   ---------------   -----------   ------------
<S>                                            <C>               <C>                 <C>               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................   $(23,665,494)      $ 42,029,608       $  6,994,682         $--       $ 25,358,796
Adjustments to reconcile net income (loss) to
  net cash used in operating activities
Write-down of assets.........................             --                 --         13,005,582                     13,005,582
(Gain) loss on sale of assets to Majestic....     25,290,831        (24,079,205)       (12,333,437)                   (11,121,811)
Reorganization items incurred in connection
  with Chapter 11 and related legal
  proceedings................................        535,874             85,192              1,670                        622,736
Other........................................         89,632             (1,900)            28,707          --            116,439
(Increase) decrease in accounts receivable,
  net........................................         36,093            (24,085)           (54,079)                       (42,071)
Decrease in amounts due to related parties,
  net........................................     (8,418,141)       (22,898,876)        (9,087,324)         --        (40,404,341)
(Increase) decrease in inventories...........         66,699             28,960            (29,611)                        66,048
(Increase) decrease in prepaid expenses......        424,323            (65,417)          (102,921)                       255,985
(Increase) decrease in other assets..........         34,204             (7,089)                --                         27,115
Increase (decrease) in accounts payable......        799,009           (451,016)          (107,187)                       240,806
Increase (decrease) in due to Majestic.......      2,405,290          1,716,150           (321,440)                     3,800,000
Increase (decrease) in liabilities subject to
  compromise.................................         16,298            125,805              7,732                        149,835
Increase (decrease) in accrued and other
  liabilities................................        (87,589)           756,736            (44,678)                       624,469
                                                ------------       ------------       ------------         ---       ------------
Net cash used in operating activities before
  reorganizational items.....................     (2,472,971)        (2,785,137)        (2,042,304)                    (7,300,412)
Reorganization items:
Interest received on cash accumulated because
  of the bankruptcy proceedings..............             --            119,848             51,594                        171,442
Professional fees paid for services rendered
  in connection with the bankruptcy
  proceedings................................        (25,128)                --            (13,264)                       (38,392)
Other reorganization items incurred in
  connection with Chapter 11 and related
  legal proceedings..........................       (510,746)          (205,040)           (40,000)                      (755,786)
                                                ------------       ------------       ------------         ---       ------------
Net cash used in operating activities........     (3,008,845)        (2,870,329)        (2,043,974)         --         (7,923,148)
                                                ------------       ------------       ------------         ---       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of assets................             --                 --             28,250                         28,250
Acquisition of property and equipment........       (248,581)          (627,258)          (178,292)                    (1,054,131)
                                                ------------       ------------       ------------         ---       ------------
Net cash used in investing activities........       (248,581)          (627,258)          (150,042)         --         (1,025,881)
                                                ------------       ------------       ------------         ---       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt..................       (167,273)           (73,015)                --                       (240,288)
                                                ------------       ------------       ------------         ---       ------------
Net cash used in financing activities........       (167,273)           (73,015)                --          --           (240,288)
                                                ------------       ------------       ------------         ---       ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS....     (3,424,699)        (3,570,602)        (2,194,016)                    (9,189,317)
CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD.....................................      1,068,324            684,394          1,087,293                      2,840,011
INCREASE IN CASH AND CASH EQUIVALENTS
  INCLUDED IN NET ASSETS HELD FOR SALE.......      3,082,396          5,274,598          1,754,878                     10,111,872
                                                ------------       ------------       ------------         ---       ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD.....   $    726,021       $  2,388,390       $    648,155         $--       $  3,762,566
                                                ============       ============       ============         ===       ============
</TABLE>


                                      F-57
<PAGE>
                                                                     SCHEDULE II


           FITZGERALDS LAS VEGAS, INC., FITZGERALDS MISSISSIPPI, INC.
                  AND 101 MAIN STREET LIMITED LIABILITY COMPANY
                             (DEBTORS-IN-POSSESSION)
          (WHOLLY OWNED SUBSIDIARIES OF FITZGERALDS GAMING CORPORATION)

                   COMBINED VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>


                                                               ADDITIONS
                                               BALANCE AT     CHARGED TO
                                              BEGINNING OF     COSTS AND                         BALANCE AT
DESCRIPTION                                      PERIOD        EXPENSES       DEDUCTIONS(1)    END OF PERIOD
------------------------------------------    ------------    ----------      -------------    -------------
<S>                                          <C>             <C>             <C>              <C>
Allowance for doubtful accounts receivable
Period from
  January 1, 2001 to
  December 6, 2001........................     $ 210,586       $ 209,983       $(223,670)       $ 196,899
Year ended December 31, 2000..............       356,397          98,242        (244,053)         210,586
Year ended December 31, 1999..............       291,925         414,716        (350,244)         356,397

</TABLE>
--------------------
(1) Write-offs of uncollectible accounts receivable, net of recoveries





                                      F-58
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrants have duly caused this report to be signed on their
behalf by the undersigned, thereunto duly authorized, on July 26, 2002.

MAJESTIC INVESTOR HOLDINGS, LLC
By: Barden Development Inc., Manager


By: /s/ Don H. Barden
    ----------------------------------------------------
    Don H. Barden, President and Chief Executive Officer


MAJESTIC INVESTOR CAPITAL CORP.


By: /s/ Don H. Barden
    ----------------------------------------------------
    Don H. Barden, President and Chief Executive Officer

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


<PAGE>
                                  EXHIBIT INDEX

Certain of the following exhibits have been previously filed with the Securities
and Exchange Commission pursuant to the requirements of the Securities Act of
1933 and the Securities Exchange Act of 1934. Such exhibits are identified by
the parenthetical references following the listing of each such exhibit and are
incorporated herein by reference. The Company's Commission file number is
333-81584.

Exhibit No.                Description of Document

2.1    Purchase and Sale Agreement dated as of November 22, 2000 by and among
       Majestic Investor, LLC, Fitzgerald's Las Vegas, Inc., 101 Main Street
       Limited Liability Company, Fitzgerald's Mississippi, Inc., Fitzgerald's
       Gaming Corporation and certain affiliates of the foregoing parties, as
       amended by the First Amendment thereto, dated as of December 4, 2000
       (Registration Statement No. 333-81584)

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.,
       100 Main Street Limited Liability Company, Fitzgeralds Mississippi, Inc.,
       Fitzgeralds Gaming Corporation and certain affiliates of the foregoing
       parties (Registration Statement 333-81584)

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, Barden Mississippi Gaming, LLC, Barden
       Colorado Gaming, LLC, Fitzgeralds Las Vegas, Inc., 101 Main Street
       Limited Liability Company, Fitzgeralds Mississippi, Inc. and Fitzgeralds
       Gaming Corporation (Registration Statement No. 333-81584)

3.1    Certificate of Formation of Majestic Investor Holdings, LLC (Registration
       Statement No. 333-81584)

3.2    Limited Liability Company Agreement of Majestic Investor Holdings, LLC
       dated September 25, 2001 (Registration Statement No. 333-81584)

3.3    Certificate of Incorporation of Majestic Investor Capital Corp.
       (Registration Statement No. 333-81584)

3.4    By-laws of Majestic Investor Capital Corp. (Registration Statement No.
       333-81584)

4.1    Indenture dated as of December 6, 2001 between Majestic Investor
       Holdings, LLC, Majestic Investor Capital Corp., as issuers, Barden
       Colorado Gaming, LLC, Barden Mississippi Gaming, LLC and Barden Nevada
       Gaming, LLC, as subsidiary guarantors, and the Bank of New York, as
       Trustee (Registration Statement No. 333-81584)

4.2    Registration Rights Agreement dated as of December 6, 2001 among Majestic
       Investor Holdings, LLC, Majestic Investor Capital Corp., Barden Colorado
       Gaming, LLC, Barden Mississippi Gaming, LLC and Barden Nevada Gaming,
       LLC, as guarantors, and Jefferies & Company, Inc. (Registration Statement
       No. 333-81584)

4.3    Guarantee dated as of December 6, 2001 of Barden Mississippi Gaming LLC,
       Barden Colorado Gaming, LLC and Barden Nevada Gaming, LLC(Registration
       Statement No. 333-81584)

                                     E-1

<PAGE>

4.4    Pledge and Security Agreement dated as of December 6, 2001 by and among
       Majestic Investor Holdings, LLC, Majestic Investor Capital Corp., Barden
       Colorado Gaming, LLC, Barden Mississippi Gaming, LLC, Barden Nevada
       Gaming, LLC and The Bank of New York (Registration Statement No.
       333-81584)

4.5    Pledge Agreement dated as of December 6, 2001 by and between Majestic
       Investor, LLC and The Bank of New York (Registration Statement No.
       333-81584)

4.6    Trademark Security Agreement dated as of December 6, 2001 by and among
       Majestic Investor Holdings, LLC, Majestic Investor Capital Corp., Barden
       Colorado Gaming, LLC, Barden Mississippi Gaming, LLC, Barden Nevada
       Gaming, LLC and The Bank of New York (Registration Statement No.
       333-81584)

4.7    First Preferred Vessel Mortgage, dated as of December 6 2001 by and
       between Barden Mississippi, LLC and The Bank of New York (Registration
       Statement No. 333-81584)

4.8    Deed of Trust, Security Agreement and Fixture Filing with Financing
       Statement and Assignment of Rents by and among Barden Mississippi Gaming,
       LLC as Trustor, Jim B. Tohill as Trustee and The Bank of New York as
       Beneficiary, dated as of December 6, 2001 (Registration Statement No.
       333-81584)

4.9    Deed of Trust, Security Agreement and Fixture Filing with Assignment of
       Rents by and among Barden Nevada Gaming, LLC as Trustor, Fidelity
       National Title Agency of Nevada, Inc. as Trustee, and The Bank of New
       York as Beneficiary, dated as of December 6, 2001 (Registration Statement
       No. 333-81584)

4.10   Deed of Trust, Security Agreement and Fixture Filing with Assignment of
       Rents by and among Barden Colorado Gaming, LLC as Trustor, The Public
       Trustee of the County of Gilpin, State of Colorado as Trustee, and The
       Bank of New York as Beneficiary, dated as of December 6, 2001
       (Registration Statement No. 333-81584)

4.11   Intercreditor Agreement, dated as of December 6, 2001 between The Bank of
       New York and Foothill Capital Corporation (Registration Statement No.
       333-81584)

4.12   Loan and Security Agreement dated as of December 6, 2001 by and among
       Majestic Investor Holdings, LLC, Barden Colorado Gaming, LLC, Barden
       Mississippi Gaming, LLC, Barden Nevada Gaming, LLC and Foothill Capital
       Corporation (Registration Statement No. 333-81584)

4.13   Loan and Security Agreement dated as of December 6, 2001, by 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 dated as
       November 22, 2000 (Registration Statement No. 333-81584)

4.14   General Continuing Guaranty dated as of December 6, 2001, by Majestic
       Investor Holdings, LLC, Majestic Investor Capital Corp., Barden Colorado
       Gaming, LLC, Barden Mississippi Gaming, LLC and Barden Nevada Gaming,
       LLC, in favor of Foothill Capital Corporation (Registration Statement
       No. 333-81584)

                                      E-2

<PAGE>

4.15   Guarantor Security Agreement dated as of December 6, 2001 by Majestic
       Investor Holdings, LLC and Majestic Investor Capital Corp. in favor of
       Foothill Capital Corporation (Registration Statement No. 333-81584)

4.16   First Preferred Vessel Mortgage, dated as of December 6, 2001 by Barden
       Mississippi Gaming, LLC in favor of Foothill Capital Corporation
       (Registration Statement No. 333-81584)

4.17   Deed of Trust, Security Agreement and Fixture Filing with Financing
       Statement and Assignment of Rents by and among Barden Mississippi Gaming,
       LLC as Trustor, Jim B. Tohill as Trustee and Foothill Capital Corporation
       as Beneficiary, dated as of December 6, 2001 (Registration Statement No.
       333-81584)

4.18   Deed of Trust, Security Agreement and Fixture Filing with Financing
       Statement and Assignment of Rents by and among Barden Nevada Gaming, LLC
       as Trustor, Fidelity National Title Agency of Nevada, Inc. as Trustee,
       and Foothill Capital Corporation as Beneficiary, dated as of December 6,
       2001 (Registration Statement No. 333-81584)

4.19   Deed of Trust, Security Agreement and Fixture Filing with Financing
       Statement and Assignment of Rents by and among Barden Colorado Gaming,
       LLC as Trustor, The Public Trustee of the County of Gilpin, State of
       Colorado as Trustee, and Foothill Capital Corporation as Beneficiary,
       dated as of December 6, 2001 (Registration Statement No. 333-81584)

4.20   Stock Pledge Agreement dated as of December 6, 2001 between Majestic
       Investor Holdings, LLC and Foothill Capital Corporation (Registration
       Statement No. 333-81584)

4.21   Guarantor Trademark Security Agreement dated as of December 6, 2001
       between Majestic Investor Holdings, LLC and Foothill Capital Corporation
       (Registration Statement No. 333-81584)

4.22   Subordination of First Preferred Vessel Mortgage Upon Fitzgeralds Tunica
       (Official No. 262757) (Registration Statement No. 333-81584)

4.23   Subordination Agreement dated as of December 6, 2001 by Barden
       Mississippi Gaming, LLC and The Bank of New York, in favor of Foothill
       Capital Corporation (Registration Statement No. 333-81584)

4.24   Subordination Agreement dated as of December 6, 2001 by Barden Colorado
       Gaming, LLC and The Bank of New York, in favor of Foothill Capital
       Corporation (Registration Statement No. 333-81584)

4.25   Subordination Agreement dated as of December 6, 2001 by Barden Nevada
       Gaming, LLC and The Bank of New York, in favor of Foothill Capital
       Corporation (Registration Statement No. 333-81584)


                                      E-3

<PAGE>
10.1*  Employment Agreement dated October 22, 2001 between Don H. Barden and The
       Majestic Star Casino, LLC (Registration Statement No. 333-81584)

10.2*  Employment Agreement dated October 22, 2001 between Michael E. Kelly and
       The Majestic Star Casino, LLC (Registration Statement No. 333-81584)

10.3   Expense Reimbursement Agreement dated as of October 22, 2001 between
       Majestic Investor Holdings, LLC and The Majestic Star Casino, LLC
       (Registration Statement No. 333-81584)

10.4   Amended and Restated Management Agreement dated as of December 6, 2001,
       between Majestic Investor Holdings, LLC and Barden Development, Inc.
       (Registration Statement No. 333-81584)

10.5   Member Agreement dated as of December 6, 2001 by and among Majestic
       Investor, LLC, Majestic Investor Holdings, LLC, The Majestic Star Casino,
       LLC and Barden Development, Inc. (Registration Statement No. 333-81584)

10.6   Assignment of Membership Interest by and between Don H. Barden and
       Majestic Investor, LLC dated as of August 18, 2001 (Registration
       Statement No. 333-81584)

10.7   Contribution and Assignment Agreement by and between Majestic Investor,
       LLC and Majestic Investor Holdings, LLC dated as of September 27, 2001
       (Registration Statement No. 333-81584)

10.8   Lease Agreement dated September 5, 1995 by and between John A. Kramer,
       Sr., Trustee, Helen M. Kramer, Elizabeth Thatcher Brooks and Betty
       Bennett, Executrix of the estate of John David Kramer, as Lessor, and
       Fitzgeralds Las Vegas, Inc., as Lessee (Registration Statement No.
       333-81584)

10.9   Assignment of Ground Lease dated December 6, 2001 by and between
       Fitzgeralds Las Vegas, Inc., as Assignor, and Barden Nevada Gaming, LLC,
       as Assignee (Registration Statement No. 333-81584)

10.10  Lease Agreement dated September 1, 1978 between Jewel F. Nolen and Julie
       L. Nolen, David Kramer and Betty Bennett and Richard J. Tinkler, as
       Lessor, and M.B. Dalitz, as Lessee (Registration Statement No. 333-81584)

10.11  Amendment to Kramer Ground Lease dated December 20, 1982 between Julie L.
       Nolen, David Kramer, Betty Bennett and Richard J. Tinkler, as Lessor, and
       M.B. Dalitz, as Lessee (Registration Statement No. 333-81584)

10.12  Lease Amendment, Estoppel Certificate and Consent to Assignment dated
       October 18, 1987 to the named recipients and between Julie L. Nolen,
       David Kramer, Betty Bennett and Richard J. Tinkler, as Lessor, and M.B.
       Dalitz, as Lessee (Registration Statement No. 333-81584)

10.13  Second Amendment to the Kramer Ground Lease dated as of November 1998 by
       and between Fitzgeralds Las Vegas, Inc, as Lessee, and John A. Kramer, as
       Trustee, and Julie LaMoyne Nolen, Betty Bennett and Richard James
       Tinkler, as Lessors (Registration Statement No. 333-81584)

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<PAGE>

10.14  Assignment of Ground Lease dated December 6, 2001 by Fitzgeralds Las
       Vegas, Inc., as Assignor, and Barden Nevada Gaming, LLC, as Assignee
       (Registration Statement No. 333-81584)

10.15  Lease Agreement dated July 21, 1954 between Las Vegas Lodge No. 32, Free
       & Accepted Masons, as Lessor, and H. John Gluskin, as Lessee
       (Registration Statement No. 333-81584)

10.16  Amendment to Lease Agreement dated July 26, 1954 between Las Vegas Lodge
       No. 32, Free & Accepted Masons, as Lessor, and H. John Gluskin, as Lessee
       (Registration Statement No. 333-81584)

10.17  Assignment, dated July 27, 1954(Registration Statement No. 333-81584)

10.18  Supplemental Agreement of October 14, 1954 between Las Vegas Lodge No.
       32, Free & Accepted Masons and H. John Gluskin (Registration Statement
       No. 333-81584)

10.19  Assignment dated February 2, 1955 (Registration Statement No. 333-81584)

10.20  Assignment dated August 7, 1972 (Registration Statement No. 333-81584)

10.21  Articles of Amendment dated June 7, 1973 between Las Vegas Lodge No. 32,
       Free & Accepted Masons, as Lessor, and Frederic N. Richman and The
       Pullman Company, d/b/a Nevada Building Company (Registration Statement
       No. 333-81584)

10.22  Assignment dated September 1, 1973 (Registration Statement No. 333-81584)

10.23  Amendment to Masonic Lodge Ground Lease dated December 20, 1989
       (Registration Statement No. 333-81584)

10.24  Lease Amendment, Estoppel Certificate and Consent to Assignment dated
       October 23, 1987 to the named recipients and between Las Vegas Lodge No.
       32, Free & Accepted Masons, as Lessor, and H. John Gluskin, as Lessee
       (Registration Statement No. 333-81584)

10.25  Lease Amendment, Estoppel Certificate and Consent to Assignment dated
       October 23, 1987 to the named recipients and between Las Vegas Lodge No.
       32, Free & Accepted Masons, as Lessor, and H. John Gluskin, as Lessee
       (Registration Statement No. 333-81584)

10.26  Second Amendment to Masonic Ground Lease dated November 23, 1998 by and
       between Fitzgeralds Las Vegas, Inc, as Lessee, and Las Vegas Lodge No.
       32, Free and Accepted Masons of Las Vegas, as Lessor (Registration
       Statement No. 333-81584)

10.27  Lease Amendment and Estoppel Certificates dated December 6, 2001 by and
       among Las Vegas Lodge No. 32, Free and Accepted Masons, as Lessor,
       Fitzgeralds Las Vegas, Inc., as Lessee, and Barden Nevada Gaming, LLC, as
       Successor Lessee (Registration Statement No. 333-81584)

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<PAGE>

10.28  Assignment of Ground Lease dated December 6, 2001 by Fitzgeralds Las
       Vegas, Inc., as Assignor, and Barden Nevada Gaming, LLC, as Assignee
       (Registration Statement No. 333-81584)

10.29  Lease dated March 4, 1976 between A.W. Ham, Jr., Trustee, under the wills
       of A.W. Ham and Alta M. Ham, as Lessor, and Nevada Building Company, as
       Lessee (Registration Statement No. 333-81584)

10.30  Amendments to Ham Ground Lease dated December 20, 1982 and December 30,
       1982 between A.W. Ham, Jr., Trustee, as Lessor, and M.B. Dalitz, as
       Lessee (Registration Statement No. 333-81584) (Registration Statement No.
       333-81584)

10.31  Lease Amendment, Estoppel Certificate and Consent to Assignment dated
       October 18, 1987 to the named recipients and between A.W. Ham, Jr.,
       Trustee, and M.B. Dalitz (Registration Statement No. 333-81584)

10.32  Second Amendment to Ham Ground Lease dated November 22, 1998 by and
       between Fitzgeralds Las Vegas, Inc., as Lessee and Gary R. Dokter,
       Jacquelin Trahan-Weber, Georgia Makeever and Carolyn Pressman, as Lessors
       (Registration Statement No. 333-81584)

10.33  Assignment of Ground Lease dated December 6, 2001 by and between
       Fitzgeralds Las Vegas, Inc., as Assignor, and Barden Nevada Gaming, LLC,
       as Assignee (Registration Statement No. 333-81584)

10.34  Agreement Regarding Ground Leases by and between Barden Nevada Gaming,
       LLC and The Bank of New York dated as of December 6, 2001 (Registration
       Statement No. 333-81584)

10.35  Agreement Regarding Ground Leases by and between Barden Nevada Gaming,
       LLC and Foothill Capital Corporation, dated as of December 6, 2001
       (Registration Statement No. 333-81584)

21.1   List of Subsidiaries of Majestic Investor Holdings, LLC (Registration
       Statement No. 333-81584)

__________________

* Identifies current management contracts or compensatory plans or arrangements.

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