UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period              to

Commission File No. 0-52734





NGA HOLDCO, LLC

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 20-8349236                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

22 Waterway Avenue, Suite 150

The Woodlands, TX 77380

(Address of principal executive offices)

Telephone: (713) 559-7400

(Registrants telephone number, including area code)





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

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



|                                                                          |  |                             
|------------------------------------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈                                                |  | Accelerated filer   ̈        
|Non-accelerated filer   ̈    (Do not check if a smaller reporting company) |  | Smaller reporting company  x

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









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FORWARD LOOKING STATEMENTS MAY PROVE INACCURATE

Certain statements in this report contain or may contain information that is forward-looking. Actual results may differ materially from those described
in the forward-looking statements and will be affected by a variety of risks and factors including but not limited to the following: the inability of regulated entities and certain managers, officers, key employees and other affiliates of the
Company to obtain gaming licenses or permits in jurisdictions where the current or planned business of the Company or an entity in which the Company invests requires such licenses or permits; the limitation, conditioning, revocation or suspension of
any such gaming licenses or permits; a finding of unsuitability or denial of licenses or permits by regulatory authorities with respect to any manager, officer, or key employee required to be found suitable; loss or retirement of managers, officers
or key employees; increased competition in existing markets or the opening of new gaming jurisdictions (including on Native American lands); the inability to maintain and improve existing gaming facilities; the inability to consummate the planned
acquisition of a gaming opportunity; the costs and delays associated with constructing and opening new gaming facilities; the inability to retain key leases; a decline in the public acceptance or popularity of gaming; increases in or new taxes or
fees imposed on gaming revenues or gaming devices; significant increases in fuel or transportation prices; adverse economic conditions; and severe or unusual weather in key markets. In addition, any financings consummated by Eldorado Resorts, LLC
(Resorts), the entity in which the Company holds an equity investment, or its subsidiaries may substantially increase the leverage and other fixed charge obligations of those entities. The level of indebtedness and other fixed charge
obligations of Resorts and its subsidiaries could have important consequences, including but not limited to the following: (1) a substantial portion of Resorts and its subsidiaries cash flow from operations could be dedicated to
debt service and other fixed charge obligations and thus not be available for other purposes; (2) Resorts and its subsidiaries ability to obtain additional financing in the future for working capital, capital expenditures or
acquisitions may be limited; and (3) Resorts and its subsidiaries level of indebtedness could limit their flexibility in reacting to changes in the gaming industry, their respective jurisdictions and economic conditions generally.
Readers should carefully review this report in its entirety, including but not limited to the Companys financial statements and the notes thereto. This report should also be read in conjunction with the Companys annual report on Form
10-KSB for the year ended December 31, 2007.



i



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NGA HOLDCO, LLC

FORM 10-Q

INDEX



|                              |  |                                                                                                                    |  |   
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | --
|                              |  | Page No.                                                                                                          
|                              | 
|PART I. FINANCIAL INFORMATION |  |                                                                                                                   
|                              |  |                                                                                                                   
|Item 1.                       |  | Financial Statements:                                                                                              |  | 1 
|                              |  |                                                                                                                   
|                              |  | Unaudited Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007                         |  | 1 
|                              |  |                                                                                                                   
|                              |  | Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2008 and 2007       |  | 2 
|                              |  |                                                                                                                   
|                              |  | Unaudited Condensed Consolidated Statement of Changes in Members Equity for the Three Months Ended March 31, 2008 |  | 3 
|                              |  |                                                                                                                   
|                              |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007       |  | 4 
|                              |  |                                                                                                                   
|                              |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                     |  | 5 
|                              |  |                                                                                                                   
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                              |  | 12
|                              |  |                                                                                                                   
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                         |  | 13
|                              |  |                                                                                                                   
|Item 4.                       |  | Controls and Procedures                                                                                            |  | 13
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                   
|                              |  |                                                                                                                   
|Item 6.                       |  | Exhibits                                                                                                           |  | 14
|                              | 
|SIGNATURES                    |  | 15                                                                                                                



ii



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PART I

FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

NGA HOLDCO, LLC

UNAUDITED CONDENSED

CONSOLIDATED BALANCE SHEETS



|                                                   |  |                |            |                   |   |           
|-------------------------------------------------- |  | -------------- | ---------- | ----------------- | - | ----------
|                                                   |  | March 31, 2008 |            | December 31, 2007
|ASSETS                                             |  |                |            |                   |   |           
|Current Assets:                                    |  |                |            |                   |   |           
|Federal tax asset                                  |  | $              | 183,948    |                   | $ |          
|                                                   |  |                |            |                   |   |           
|Total current assets                               |  |                | 183,948    |                   |   |          
|Investment in Resorts                              |  |                | 37,811,572 |                   |   | 38,256,039
|Due from related party                             |  |                | 5,183,574  |                   |   | 5,183,574 
|                                                   |  |                |            |                   |   |           
|Total Assets                                       |  | $              | 43,179,094 |                   | $ | 43,439,613
|                                                   |  |                |            |                   |   |           
|LIABILITIES AND MEMBERS EQUITY                    |  |                |            |                   |   |           
|Current Liabilities:                               |  |                |            |                   |   |           
|Accounts payable and accrued liabilities           |  | $              | 295,000    |                   | $ | 243,318   
|Federal tax liability                              |  |                |           |                   |   | 222,300   
|                                                   |  |                |            |                   |   |           
|Total current liabilities                          |  |                | 295,000    |                   |   | 465,618   
|Due to related party                               |  |                | 1,446,107  |                   |   | 1,083,927 
|Deferred federal tax liability                     |  |                | 446,097    |                   |   | 446,097   
|                                                   |  |                |            |                   |   |           
|Total Liabilities                                  |  |                | 2,187,204  |                   |   | 1,995,642 
|                                                   |  |                |            |                   |   |           
|Members Equity:                                   |  |                |            |                   |   |           
|Class A unit (1 Unit issued and outstanding)       |  |                | 3,806      |                   |   | 3,806     
|Class B units (9,999 Units issued and outstanding) |  |                | 36,322,652 |                   |   | 36,322,652
|Retained earnings                                  |  |                | 4,665,432  |                   |   | 5,117,513 
|                                                   |  |                |            |                   |   |           
|Total Members equity                              |  |                | 40,991,890 |                   |   | 41,443,971
|                                                   |  |                |            |                   |   |           
|Total Liabilities & Members equity                |  | $              | 43,179,094 |                   | $ | 43,439,613
|                                                   |  |                |            |                   |   |           

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



1



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NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



|                                         |  |                                 |          |   |                                 |   |          
|---------------------------------------- |  | ------------------------------- | -------- | - | ------------------------------- | - | ---------
|                                         |  | Three MonthsEndedMarch 31, 2008 |          |   | Three MonthsEndedMarch 31, 2007
|Income:                                  |  |                                 |          |   |                                 |   |          
|Unrealized gain on marketable securities |  | $                               |         |   |                                 | $ | 142,670  
|Interest income                          |  |                                 |         |   |                                 |   | 951,135  
|Equity loss on Resorts                   |  |                                 | (444,467 | ) |                                 |   |         
|                                         |  |                                 |          |   |                                 |   |          
|Total (loss) income                      |  |                                 | (444,467 | ) |                                 |   | 1,093,805
|                                         |  |                                 |          |   |                                 |   |          
|Expenses:                                |  |                                 |          |   |                                 |   |          
|Legal, licensing, and other expenses     |  |                                 | 178,852  |   |                                 |   | 312,363  
|                                         |  |                                 |          |   |                                 |   |          
|Net (loss) income before income taxes    |  |                                 | (623,319 | ) |                                 |   | 781,442  
|Income tax benefit                       |  |                                 | 171,238  |   |                                 |   |         
|                                         |  |                                 |          |   |                                 |   |          
|Net (loss) income                        |  | $                               | (452,081 | ) |                                 | $ | 781,442  
|                                         |  |                                 |          |   |                                 |   |          

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



2



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NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS EQUITY



|                  |  |                       |       |              |   |                  |  |   |                     |   |  |   |            |  
|----------------- |  | --------------------- | ----- | ------------ | - | ---------------- |  | - | ------------------- | - |  | - | ---------- | -
|                  |  | SubscribedClass AUnit |       | Class BUnits |   | RetainedEarnings |  |   | TotalMembersEquity |  
|December 31, 2007 |  | $                     | 3,806 |              | $ | 36,322,652       |  | $ | 5,117,513           |   |  | $ | 41,443,971 |  
|Net Loss          |  |                       |      |              |   |                 |  |   | (452,081            | ) |  |   | (452,081   | )
|                  |  |                       |       |              |   |                  |  |   |                     |   |  |   |            |  
|March 31, 2008    |  | $                     | 3,806 |              | $ | 36,322,652       |  | $ | 4,665,432           |   |  | $ | 40,991,890 |  
|                  |  |                       |       |              |   |                  |  |   |                     |   |  |   |            |  

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



3



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NGA HOLDCO, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                                                                      |  |                                 |          |   |                                 |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | -------- | - | ------------------------------- | - | ---------- | -
|                                                                                                                                      |  | Three MonthsEndedMarch 31, 2008 |          |   | Three MonthsEndedMarch 31, 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                                 |  |                                 |          |   |                                 |   |            |  
|Net (loss) income                                                                                                                     |  | $                               | (452,081 | ) |                                 | $ | 781,442    |  
|Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities:                    |  |                                 |          |   |                                 |   |            |  
|Unrealized gain on marketable securities                                                                                              |  |                                 |         |   |                                 |   | (142,670   | )
|Equity loss on Resorts                                                                                                                |  |                                 | 444,467  |   |                                 |   |           |  
|(Increase) in federal tax asset                                                                                                       |  |                                 | (183,948 | ) |                                 |   |           |  
|(Increase) in due from related parties                                                                                                |  |                                 |         |   |                                 |   | (1,902,268 | )
|Decrease in accrued interest receivable                                                                                               |  |                                 |         |   |                                 |   | 951,133    |  
|Increase in accounts payable and accrued liabilities                                                                                  |  |                                 | 51,682   |   |                                 |   |           |  
|Increase in due to related parties                                                                                                    |  |                                 | 362,180  |   |                                 |   | 312,363    |  
|(Decrease) in federal tax liability                                                                                                   |  |                                 | (222,300 | ) |                                 |   |           |  
|                                                                                                                                      |  |                                 |          |   |                                 |   |            |  
|Net cash (used in) provided by operating activities:                                                                                  |  | $                               |         |   |                                 | $ |           |  
|                                                                                                                                      |  |                                 |          |   |                                 |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                                 |  |                                 |          |   |                                 |   |            |  
|Net cash (used in) provided by investing activities:                                                                                  |  | $                               |         |   |                                 | $ |           |  
|                                                                                                                                      |  |                                 |          |   |                                 |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                                 |  |                                 |          |   |                                 |   |            |  
|Net cash (used in) provided by financing activities:                                                                                  |  | $                               |         |   |                                 | $ |           |  
|                                                                                                                                      |  |                                 |          |   |                                 |   |            |  
|Net increase (decrease) in cash                                                                                                       |  | $                               |         |   |                                 | $ |           |  
|                                                                                                                                      |  |                                 |          |   |                                 |   |            |  
|Cash at beginning of period                                                                                                           |  | $                               |         |   |                                 | $ |           |  
|                                                                                                                                      |  |                                 |          |   |                                 |   |            |  
|Cash at end of period                                                                                                                 |  | $                               |         |   |                                 | $ |           |  
|                                                                                                                                      |  |                                 |          |   |                                 |   |            |  
|NON CASH TRANSACTIONS:                                                                                                                |  |                                 |          |   |                                 |   |            |  
|Collection of interest by Newport on behalf of Company; reflected as an increase in related party receivable                          |  | $                               |         |   |                                 | $ | 1,902,268  |  
|Payment of expenses including tax payment of $235,010 by Newport on behalf of Company; reflected as increase in related party
payable |  | $                               | 362,180  |   |                                 | $ | 312,363    |  

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



4



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NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization

NGA HoldCo, LLC, a Nevada limited liability company (the Company), was formed on January 8, 2007 at the direction of Newport Global
Opportunities Fund LP (Newport), a Delaware limited partnership, for the purpose of holding equity, either directly or indirectly through affiliates, in one or more entities related to the gaming industry. The unaudited condensed
consolidated financial statements represent the financial position and results of operations of the Company and its two wholly owned subsidiaries; NGA Blocker, LLC (Blocker) and NGA Acquisition Co. LLC (Acquisition Co).

On December 14, 2007, the date of the closing of its acquisition of a 17.0359% interest in Eldorado Resorts, LLC, a Nevada Limited
Liability Company (Resorts), the Company transferred in part to Resorts and in part to Donald L. Carano (Carano), respectively, free and clear of any liens, ownership of a total of $38,045,363 original principal amount of
First Mortgage Bonds due 2012, co-issued by Eldorado Casino Shreveport Joint Venture (the Louisiana Partnership), and Shreveport Capital Corporation, a wholly owned subsidiary of the Louisiana Partnership (the New Shreveport
Notes), together with 11,000 preferred shares in exchange for a 17.0359% interest in Resorts. In May 2007, Newport contributed 100% of the New Shreveport Notes held by Newport since August 2006 and 11% of the preferred shares held since August
2006 (collectively, the Eldorado Shreveport Investments) to the Company. These Eldorado Shreveport Investments were transferred to the Company at the fair value as of the transfer date. The related unaudited condensed consolidated income
statements reflect the interest and dividend income earned from the Eldorado Shreveport Investments since August 2006 and gains on these investments recognized by Newport from the date of the Letter of Intent between Resorts and Newport in November
2006 and the date of acquisition of the interest in Resorts on December 14, 2007. Additionally, certain direct expenses incurred by Newport related to the Eldorado Shreveport Investments, are reflected within the unaudited condensed
consolidated income statements.

Aside from the interest and dividend income earned on the Eldorado Shreveport Investments and gain on
marketable securities, the Company has had no revenue generating business since inception. Its current business plan consists primarily of its holding of its 17.0359% equity interest in Resorts. Resorts owns and operates the Eldorado Hotel and
Casino (the Eldorado-Reno) located in Reno, Nevada. Through two wholly owned subsidiaries, Resorts also owns all of the partnership interest of the Louisiana Partnership, and operates, pursuant to a management agreement, the Eldorado
Shreveport Hotel and Casino in Shreveport, Louisiana (the Eldorado-Shreveport), which is owned by the Louisiana Partnership. Eldorado Limited Liability Company (ELLC), a Nevada limited liability company 96.1858% owned by
Resorts, is a 50% joint venture partner in a general partnership that owns and operates the Silver Legacy Resort Casino (Silver Legacy), a hotel and casino property adjacent to Eldorado-Reno. Resorts also owns a 21.25% interest in
Tamarack Junction, a small casino in South Reno.

The Companys one issued and outstanding Class A Unit, representing all of its
voting equity, is held by NGA VoteCo, LLC, a Nevada limited liability company (VoteCo). All of the Companys issued and outstanding Class B Units, representing all of its non-voting equity, are held by NGA No VoteCo, LLC, a Nevada
limited liability company (InvestCo). VoteCo is owned by Thomas R. Reeg, Timothy T. Janszen and Ryan L. Langdon, each of whom owns a 30% interest, and Roger A. May, who owns a 10% interest. Messrs. Reeg, Janszen, Langdon and May
collectively are referred to as the VoteCo Equityholders. InvestCo is owned by Newport, a Delaware limited partnership formed primarily for the purpose of seeking long-term capital appreciation and current income by acquiring, holding
and disposing of investments made in distressed debt securities and equities. Newport holds all of InvestCos issued and outstanding voting securities. At present, the Company has no plans to issue any additional Class A Units or Class B
Units.

The VoteCo Equityholders, through VoteCo, control all matters of the Company that are subject to the vote of members, including the
appointment and removal of managers. Messrs. Reeg, Janszen, Langdon and May are the Companys managers and Mr. Reeg is also the Companys operating manager. The Class B Units issued to InvestCo allow it and its investors to invest in
the Company without having any voting power or power to control the operations or affairs of the Company, except as otherwise required by law. If InvestCo and its investors had any of the power to control the operations or affairs of the Company
afforded to the holders of the Class A Units, they and their respective constituent equityholders would generally be required, in connection with the Companys investment in Resorts, to be licensed or found suitable under the gaming laws
and regulations of the States of Nevada and Louisiana as well as various local regulations in those states.

VoteCo, InvestCo, the Company
and each of the Companys wholly owned subsidiaries are managed by Thomas R. Reeg, the operating manager of each entity. NGA Blocker, LLC, a Nevada limited liability company (Blocker), is a holding company that has elected to be
taxed as a corporation. Because Blocker is a separately taxed, non-flow through entity, Blocker will be taxed on its share of the income relating to the Companys investment in Resorts rather than the Companys investors.



5



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NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial StatementsContinued



The Companys acquisition in December 2007 of a 17.0359% interest in Resorts was pursuant to the
terms and conditions of the Purchase Agreement, dated July 20, 2007 (the Purchase Agreement). The parties to the Purchase Agreement were Resorts, AcquisitionCo, which is the subsidiary through which the Company acquired its interest
in Resorts, and Carano, the presiding member of Resorts Board of Managers and the Chief Executive Officer of Resorts from whom a portion of the 17.0359% interest was acquired. The closing of this transaction occurred on December 14, 2007
(Closing) after necessary gaming licenses were obtained during the months of September and October 2007 from Nevada and Louisiana, respectively. The Company owns indirectly through its subsidiaries 17.0359% of Resorts and Carano or
members of his family own directly or indirectly approximately 51% of Resorts. Carano continues in the roles in the management of Resorts in which he served prior to Closing.

At Closing, the Company, through its subsidiaries, acquired a 17.0359% equity interest in Resorts, including a new 14.47% membership interest acquired
directly from Resorts (the 14.47% Interest) and a previously outstanding 3% membership interest (that, as a result of the issuance of the 14.47% Interest, was reduced to a 2.5659% interest) acquired from Carano (the 2.5659%
Interest). Subject to the closing adjustment described below, in consideration for its equity interest, AcquisitionCo:



| |  |  | transferred to Resorts, free and clear of any liens, ownership of $31,133,250 original principal amount of First Mortgage Bonds due 2012 co-issued by Eldorado
Shreveport Joint Venture, a Louisiana general partnership that owns Eldorado-Shreveport (the Louisiana Partnership), and Shreveport Capital Corporation, a wholly owned subsidiary of the Louisiana Partnership (the Shreveport
Bonds) together with the right to all interest paid with respect thereto after the closing date, and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | transferred to Carano, free and clear of any liens, $6,912,113 original principal amount of Shreveport Bonds together with the right to all interest paid with
respect thereto after the closing date and a preferred stock equity interest representing a capital contribution amount of $286,889 issued by Shreveport Gaming Holdings, Inc., a limited partner of the Louisiana Partnership that is not affiliated
with Resorts or the Company.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At closing, Resorts and Carano paid Newport in cash the respective amounts owed to
AcquisitionCo for interest on the respective amounts of Shreveport Bonds received at closing that was accrued and unpaid through the date of closing.

Under the terms of the Purchase Agreement, Resorts was entitled, prior to or immediately following the Companys acquisition of its interest in Resorts, to make a distribution to the members of Resorts other that
AcquisitionCo of up to $10 million. On July 25, 2007 Resorts made the $10 million distribution to its members which was funded through borrowings under Resorts existing credit facility as permitted by the Purchase Agreement.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Company prepares its financial statements on the accrual basis of
accounting in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).

Principles of
Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned
subsidiaries, Blocker and AcquisitionCo. All significant intercompany transactions have been eliminated in consolidation.

In the opinion
of Management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, all of which are normal and recurring, necessary to present fairly the financial position of the Company as of March 31, 2008, and
the results of its operations for the three months ended March 31, 2008 and March 31, 2007, and its cash flows for the three months ended March 31, 2008 and three months ended March 31, 2007. The results of operations for such periods
are not necessarily indicative of the results to be expected for a full year.

Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the Companys Form 10-KSB for the year ended December 31, 2007 filed with the Securities and Exchange Commission on April 15, 2008.

Fair Value Measurements

Effective
January 1, 2008, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements and SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilitiesincluding an amendment to FASB Statement No. 115. SFAS No. 157, which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS No. 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants. The Companys adoption of SFAS No. 157 did not have a material impact on our consolidated financial statements.

SFAS
No. 159 permits an entity to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. During the three months ended March 31, 2008, the Company has not elected to use the
fair value option permitted under SFAS No. 159.

Recently Issued Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (the FASB) issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activitiesan Amendment of FASB Statement No. 133, which enhances required disclosures regarding derivatives and hedging activities. SFAS No. 161 will become effective for us on January 1, 2009 (our first fiscal year beginning
after November 15, 2008). We currently do not utilize derivatives and hedging activities; thus, SFAS No. 161 will not have an effect on our consolidated financial statements.



6



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NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial StatementsContinued



3. Membership Units and Related Rights

The Companys Operating Agreement has created two classes of membership units, the Class A Units and the Class B Units. VoteCo holds one
Class A Unit of the Company, representing the Companys only outstanding voting equity. InvestCo holds 9,999 Class B Units of the Company, representing all of the Companys outstanding non-voting equity. With the exception of voting
rights, the rights of a Class A Unit and a Class B Unit are identical.

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

Distributions

Subject to all applicable gaming approvals, distributions by the Company will be to its members at such times and in such amounts as approved by the
Operating Manager in good faith in accordance with the provisions of the Companys operating agreement and, if and when made, will be distributed by the Company to its members in proportion to their respective percentage interests in the
Company. There is no formal agreement between Newport and the Company regarding the settlement of the due to/from related parties, however, it is expected to be settled upon sale of the investment.

Restrictions on Transfer

Unless approved in advance
by the Operating Manager and, on or after the date of the closing of the Resorts transaction, by the applicable gaming authorities, no member of the Company may transfer all or any portion of its membership units. In addition, transfers or issuances
of any membership units to any person who, on or after the date of the closing of the Resorts transaction, was required to be, and has not been, found suitable to be licensed or to hold such membership units by the applicable gaming authorities, are
prohibited and will be null and void and of no force or effect as of the inception of the attempted transfer or issuance.

Furthermore, as
of the date the Company receives notice from any applicable gaming authority that a member of the Company or a transferee of any membership interest in the Company (1) is required to be licensed but is unsuitable to be licensed or (2) is
unsuitable to hold a membership interest in the Company, then the unsuitable member or transferee may not, for so long as the unsuitability determination remains in force and effect,



| |  |  | receive any share of any cash distribution, or any other property or payments upon the dissolution of the Company,
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | exercise directly or through a trustee or nominee any voting rights conferred by any membership interest in the Company,
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | participate in the management of the business or affairs of the Company, or
| | - |  | ---------------------------------------------------------------------------



| |  |  | receive any remuneration in any form from the Company for services rendered or otherwise.
| | - |  | -----------------------------------------------------------------------------------------

Member and Company Manager Compensation

No member or
manager of the Company is entitled to receive any compensation from the Company for any services rendered to or on behalf of the Company, or otherwise, in his, her or its capacity as a member or manager of the Company. A manager of the Company is
entitled to reimbursement from the first available funds of the Company for direct out-of-pocket costs and expenses incurred by the manager on behalf of the Company that directly related to the business and affairs of the Company.



7



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NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial StatementsContinued



4. Investments in Marketable Securities

In February 2007 and August 2007, Newport received identical interest payments of $1,902,268, totaling $3,804,536, which is reflected in due from related
party in the consolidated balance sheet at March 31, 2008 and December 31, 2007, as well as, $1,142,974 of interest received from Resorts and $170,658 of interest received from Donald L. Carano, both representing interest accrued through the
date of the closing. Also included in due from related party is a $61,600 preferred dividend received by Newport in October 2007, representing the dividend earned on the 11,000 shares of preferred securities previously owned by the Company. There is
no formal agreement between Newport and the Company regarding the settlement of this receivable.

5. Investment in Resorts

In accordance with an amended and restated purchase agreement dated July 20, 2007 (the Purchase Agreement), with Eldorado Resorts LLC
(Resorts) and Donald L. Carano, who is the presiding member of Resorts Board of Managers and the Chief Executive Officer of Resorts (Carano), the Company transferred to Resorts and Carano, respectively, free and clear
of any liens, ownership of $31,133,250 and $6,912,113 original principal amount of New Shreveport Notes, respectively, together with the right to all interest paid with respect thereto after the closing date in exchange for a 14.47% Interest and the
2.5659% Interest in Resorts. The Company also transferred an equity interest of $286,889 related to SGH to Carano. The equity interest in Resorts was recorded at fair value in accordance with the guidance provided in SFAS No. 140
Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities, (SFAS No. 140). Accordingly, the assets received by the Company from the exchange was recorded at fair value based on the
quoted market price of the investments given up by the Company. This accounting treatment is consistent with the guidance provided in SFAS No. 140 which indicates that quoted market prices are the best evidence of fair value. It was determined
that the quoted market prices of the Companys investments were more indicative of fair value as compared to the equity value of a privately held company like Resorts. At the date of the transaction, the fair value of the Companys
17.0359% equity interest exceeded the related percentage of Resorts equity book value by approximately $14.8 million, which the Company has preliminarily determined is an intangible asset. This determination is subject to change as the Company
finalizes its analysis.

At closing, Resorts paid Newport $1,142,974 in cash, the amount owed to the Company, representing interest on the
New Shreveport Notes accrued and unpaid through the date of closing. Carano paid Newport $170,658 in cash, the amount owed to the Company, representing interest on the New Shreveport Notes accrued and unpaid through October 31, 2007. Upon
completion of the Resorts transaction, which occurred on December 14, 2007, Carano or members of his family continued to own 51% of Resorts and Carano continued in his roles in the management of Resorts. Also, at closing, pursuant to the terms
of the Purchase Agreement, the Company and the then current members of Resorts entered into an amendment and restatement of Resorts operating agreement (the New Operating Agreement). Resorts board of managers is currently
composed of four managers, including the Company, Donald L. Carano, Recreational Enterprises, Inc. (REI), and Hotel-Casino Management, Inc. (HCM). Under the terms of the New Operating Agreement, REI is entitled to designate a
fifth member of Resorts board of managers but, as of the date hereof, has not done so. Under the terms of the New Operating Agreement, the Company designated Thomas R. Reeg, the Companys operating manager, as its initial representative
for all determinations to be made by the Resorts board and REI and HCM designated Gary L. Carano and Raymond J. Poncia, Jr., respectively, to continue as their representatives on the Resorts board. Under the terms of the New Operating
Agreement, so long as they remain managers of Resorts, the Company, REI and HCM may change their respective representatives from time to time by notice to Resorts.



8



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NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial StatementsContinued



Under the terms of the New Operating Agreement, at any time after the occurrence of a Material
Event (as defined) or at any time after June 14, 2015 (the Trigger Date) the Company or its permitted assignee(s) (the Interest Holder) will have the right to sell (Put) all but not less than all the
14.47% Interest to Resorts and Resorts will have the right to purchase (Call) all but not less than all of the 14.47% Interest and the 2.5659% Interest (collectively, the 17.0359% Interest), at a price equal to the fair
market value of the interest being acquired without discounts for minority ownership and lack of marketability, as determined by mutual agreement of the Interest Holder and Resorts or, in the event that after 30 days the Interest Holder and Resorts
have not mutually agreed on a purchase price, then at the purchase price determined by the average of two appraisals by nationally recognized appraisers of private companies, provided the two appraisals are within a 5% range of value based upon the
lowest of the two appraisals. If the two appraisals are not within the 5% range, the purchase price will be determined by the average of a third mutually acceptable, independent, nationally recognized appraiser of private companies and the next
nearest of the first two appraisals unless the third appraisal is at the mid-point of the first two appraisals, in which event the third appraisal will be used to established the fair market value. So long as a Material Event has not occurred, the
Interest Holder will have the right to unilaterally extend the Trigger Date for up to two one-year extension periods. Upon exercise of either the Call or the Put, the New Operating Agreement provided that the transaction close within one year of the
exercise of the right unless delayed for necessary approvals from applicable gaming authorities.

These put and call rights have been
evaluated from an accounting perspective and Company management has determined that neither the put or call meet the definition of a derivative pursuant to the guidance SFAS No. 133 Accounting for Derivatives Instruments and Hedging
Activities (SFAS No. 133)., and therefore have no immediate accounting considerations. Accordingly, the put and call rights are not reflected on the Companys consolidated balance sheet.

As defined in the New Operating Agreement, a Material Event for the purpose of allowing Resorts to exercise the right to Call the 17.0359%
Interest means the loss, forfeiture, surrender or termination of a material license or finding of unsuitability issued by one or more of the applicable gaming authorities with respect to Thomas R. Reeg, the Company any transferee of the Company any
affiliate of the Company. In the event a Material Event occurs that permits Resorts to exercise its Call right prior to the Trigger Date, the Interest Holder will be obligated to provide carry back financing to Resorts on terms and conditions
reasonably acceptable to it. If a Call is required or ordered by any applicable gaming authority, the Call will be on the terms provided for in the New Operating Agreement, unless other terms are required by any of the applicable gaming authorities,
in which event the Call will be on those terms.

In the event of an initial public offering of Resorts equity securities, the Put and
Call provisions described above will terminate and be of no further force and effect. In the event of a public offering of equity securities by Resorts in which any member of Resorts is allowed to participate, the Interest Holder will have rights
under the New Operating Agreement equivalent to those of the other members of Resorts to sell the equity securities of Resorts held by the Interest Holder on a pro rata basis with the other members. At closing under the Purchase Agreement, the
Company and Resorts entered into a registration rights agreement that also granted to the Company and its permitted assigns certain registration rights relating to their equity interest in Resorts following any initial public offering of the equity
securities of Resorts.

As a limited liability company, Resorts is not subject to Federal income tax liability. Because holders of
membership interests in Resorts are required to include their respective shares of Resorts taxable income in their individual income tax returns, Resorts has made distributions to its members to cover such tax liabilities. Distributions for
2007 were, and distributions for subsequent years will be, limited in accordance with the provisions of the New Operating Agreement of Resorts dated. The New Operating Agreement provides that the Board of Managers will distribute each year to each
member an amount equal to such members allocable share of taxable income multiplied by the highest marginal combined Federal, state, and local income tax rate applicable to individuals for that year; provided that such distributions will not
be made after any event that causes Resorts to thereafter be taxed under the Internal Revenue Code of 1986, as amended, as a corporation.

The Companys investment in Resorts is accounted for using the equity method of accounting. The Companys allocated loss related to Resorts for the three months ending March 31, 2008 and year ended December 31, 2007 is
included as a component of income.



9



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NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial StatementsContinued



A rollforward of the Companys equity in Eldorado Resorts LLC is as follows:



|                                    |  |       |            |  
|----------------------------------- |  | ----- | ---------- | -
|                                    |  | Total |           
|Ending balance at December 31, 2007 |  | $     | 38,256,039 |  
|Equity loss on Resorts              |  |       | (444,467   | )
|                                    |  |       |            |  
|Ending balance at March 31, 2008    |  | $     | 37,811,572 |  
|                                    |  |       |            |  

Summarized balance sheet information for Resorts is as follows (in thousands):



|                                       |  |               |         |                  |   |        
|-------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                       |  | March 31,2008 |         | December 31,2007
|Current assets                         |  | $             | 38,813  |                  | $ | 50,947 
|Escrow deposit                         |  |               | 10,000  |                  |   |       
|Investments in Joint Ventures          |  |               | 68,899  |                  |   | 76,381 
|Property and equipment, net            |  |               | 245,508 |                  |   | 247,725
|Intangible assets, net                 |  |               | 21,628  |                  |   | 21,725 
|Other assets, net                      |  |               | 2,174   |                  |   | 2,185  
|                                       |  |               |         |                  |   |        
|Total assets                           |  | $             | 387,022 |                  | $ | 398,963
|                                       |  |               |         |                  |   |        
|Current liabilities                    |  | $             | 29,622  |                  | $ | 31,412 
|Long-term liabilities                  |  |               | 207,315 |                  |   | 204,354
|13% Preferred Equity Interest          |  |               | 19,289  |                  |   | 19,289 
|Minority Interest                      |  |               | 5,986   |                  |   | 6,069  
|Partners equity                       |  |               | 124,810 |                  |   | 137,839
|                                       |  |               |         |                  |   |        
|Total liabilities and partners equity |  | $             | 387,022 |                  | $ | 398,963
|                                       |  |               |         |                  |   |        

Summarized results of operations for Resorts are as follows (in thousands):



|                                              |  |                                  |         |  
|--------------------------------------------- |  | -------------------------------- | ------- | -
|                                              |  | Three months endedMarch 31, 2008 |        
|Net revenues                                  |  | $                                | 69,260  |  
|Operating expenses                            |  |                                  | (64,668 | )
|Loss on sale/disposition of long-lived assets |  |                                  | (225    | )
|Equity in Loss of Unconsolidated Affiliates   |  |                                  | (1,908  | )
|                                              |  |                                  |         |  
|Operating income                              |  |                                  | 2,459   |  
|Other expense                                 |  |                                  | (5,151  | )
|                                              |  |                                  |         |  
|Loss before minority interest                 |  |                                  | (2,692  | )
|Minority interest                             |  |                                  | 83      |  
|                                              |  |                                  |         |  
|Net (loss)                                    |  | $                                | (2,609  | )
|                                              |  |                                  |         |  

Effective March 1, 1994, ELLC (96% owned by Resorts and 4% minority interest collectively
owned by Recreational Enterprises, Inc. and Hotel Casino Management) and Galleon, Inc. (a Nevada corporation and now an indirect wholly owned subsidiary of MGM MIRAGE) entered into a joint venture (the Silver Legacy Joint Venture)
pursuant to a joint venture agreement to develop the Silver Legacy Resort Casino (the Silver Legacy). The Silver Legacy consists of a casino and hotel located in Reno, Nevada, which began operations on July 28, 1995 Each partner
owns a 50% interest in the Silver Legacy Joint Venture.



10



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NGA HoldCo, LLC

Notes to Unaudited Condensed Consolidated Financial StatementsContinued



Summarized balance sheet information for the Silver Legacy Joint Venture is as follows (in
thousands):



|                                       |  |               |         |                  |   |        
|-------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                       |  | March 31,2008 |         | December 31,2007
|Current assets                         |  | $             | 46,457  |                  | $ | 63,080 
|Property and equipment, net            |  |               | 254,745 |                  |   | 256,212
|Other assets, net                      |  |               | 8,064   |                  |   | 8,524  
|                                       |  |               |         |                  |   |        
|Total assets                           |  | $             | 309,266 |                  | $ | 327,816
|                                       |  |               |         |                  |   |        
|Current liabilities                    |  | $             | 18,741  |                  | $ | 23,191 
|Long-term liabilities                  |  |               | 166,137 |                  |   | 165,875
|Partners equity                       |  |               | 124,388 |                  |   | 138,750
|                                       |  |               |         |                  |   |        
|Total liabilities and partners equity |  | $             | 309,266 |                  | $ | 327,816
|                                       |  |               |         |                  |   |        

Summarized results of operations for the Silver Legacy Joint Venture are as follows (in
thousands):



|                   |  |                                  |        |  
|------------------ |  | -------------------------------- | ------ | -
|                   |  | Three months EndedMarch 31, 2008 |       
|Net revenues       |  | $                                | 32,410 |  
|Operating expenses |  |                                  | 32,560 |  
|                   |  |                                  |        |  
|Operating loss     |  |                                  | (150   | )
|Other expense      |  |                                  | 4,212  |  
|                   |  |                                  |        |  
|Net loss           |  | $                                | (4,362 | )
|                   |  |                                  |        |  

6. Related Parties

InvestCo owns 99.99% of the Company which is a non-voting interest. The other .01% of the Company, which is the only voting interest of the Company, is owned by VoteCo. InvestCo is solely owned by Newport. In May
2007, Newport contributed 100% of the New Shreveport Notes held by Newport since August 2006 and 11% of the preferred shares held since August 2006 that comprise the Eldorado Shreveport Investments. These Eldorado Shreveport Investments were
transferred at fair market value at date of transfer. The related consolidated income statements reflect the interest and dividend income earned from the Eldorado Shreveport Investments since August 2006 and gains on these investments recognized by
Newport from the date of the Letter of Intent between Resorts and Newport in November 2006 and the date of acquisition of the interest in Resorts on December 14, 2007. Additionally, certain direct expenses incurred by Newport related to the
Eldorado Shreveport Investments are reflected within the consolidated income statements. VoteCo is responsible for the operations of the Company and is solely owned by the managers of Newport.

At March 31, 2008 and December 31, 2007, the Company is owed $5,179,768 from Newport representing $5,118,168 interest earned and received on
the Eldorado Shreveport Investments and $61,600 representing the preferred dividend earned and received on 11,000 of Preferred Shreveport shares. There is no formal agreement outlining the settlement of this receivable between Newport and the
Company. Accordingly, this receivable is reflected as a non current asset at March 31, 2008 and December 31, 2007, respectively.



11



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Overview

The following management discussion and analysis relates to the Companys unaudited
condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this report.

The Company and its
subsidiaries were formed as legal entities in January 2007 for the primary purpose of holding equity, directly or indirectly through affiliates, in one or more entities related to the gaming industry, and to exercise the rights, and manage the
distributions received, in connection with those holdings. On December 14, 2007, our affiliate, AcquisitionCo, acquired a 17.0359% interest in Resorts (see note 1 of the notes to the Companys unaudited condensed consolidated financial
statements included in this report).

From the date the investments were first acquired by Newport Global in August 2006 until the
acquisition of the 17.0359% interest in Resorts, the unaudited condensed consolidated financial statements presented reflect the activity of the Companys investments associated with Eldorado Shreveport, which consisted principally of bonds and
preferred shares (which we refer to as the Eldorado Shreveport Investments). The related statements of operations reflect the interest earned by Newport Global associated with the Eldorado Shreveport Investments from August 2006 and any
other direct expenses associated with the acquisition of the 17.0359% interest in Resorts.

The Company has had no revenue generating
business since inception and its current business plan consists primarily of its 17.0359% equity interest in Resorts. Its only operations have consisted of interest income earned on the Eldorado Shreveport Investments and, since December 14, 2007,
the pro-rata net loss allocation related to the Resorts investment and nominal administrative expenses.

Resorts owns and operates the
Eldorado Hotel & Casino (the Eldorado-Reno), a premier hotel/casino and entertainment facility in Reno, Nevada and owns and operates the Eldorado Casino Shreveport, an all suite art deco-style hotel and a tri-level riverboat dockside
casino complex situated on the Red River in Shreveport, Louisiana (the Eldorado-Shreveport). Resorts 96% owned subsidiary, Eldorado Limited Liability Company, a Nevada limited liability company (ELLC), owns a 50%
interest in a general partnership (the Silver Legacy Joint Venture) which owns the Silver Legacy Resort Casino (the Silver Legacy), a major, themed hotel/casino located adjacent to Eldorado-Reno. In addition, Resorts owns a
21.25% interest in Tamarack, a small casino in south Reno.

Operational highlights for Resorts for the three months ended March 31, 2008
included net revenues of $69.3 million and operating expenses of $64.7 million. In addition, Resorts experienced a loss of $1.9 million in equity of unconsolidated affiliates and interest expense of $5.5 million. The net result for the quarter was a
loss of approximately $2.6 million.

Three months ended March 31, 2008 versus three months ended March 31, 2007

The three months ended March 31, 2008 reflect the Companys share of the net loss of Resorts for the period which is $444,000. The Company
experienced no such loss during the same period a year ago since the 17.0359% interest in Resorts was not acquired until December 14, 2007. The Company had no interest income for the three months ended March 31, 2008 compared with interest income of
$951,135 for the same 2007 period as a result of the exchange of the Eldorado Shreveport Investments for the 17.0359% interest in Resorts that occurred during the fourth calendar quarter of 2007. Similarly, the Company had no unrealized gains for
the three months ended March 31, 2008 for reasons delineated previously compared to $142,670 for the same period a year ago.

Expenses
during the quarter declined approximately $0.1 million when compared to the same period last year as a result of lower gaming license application fees during 2008.

The Income tax benefit for the first quarter was a function of the equity loss relating to the investment in Resorts.



12



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Liquidity and Capital Resources

During the three month period ended March 31, 2007 the Company incurred approximately $0.3 million of costs associated with its investment in Resorts. The primary component was related to the Companys efforts in
obtaining gaming and related licenses in Nevada and Louisiana.

In contrast, the Company incurred approximately $0.2 million of costs
associated with its investment in Resorts during the three month period ended March 31, 2008. Expenses incurred related primarily to post-closing clean-up and accounting items. For the remainder of 2008 the Company expects to incur additional costs
of $0.3 million. These costs will be financed by Member contributions.

Critical Accounting Estimates and Policies

A description of our critical accounting policies can be found in Item 6 of our Annual Report on Form 10-KSB for the year ended December 31, 2007. There
have been no material changes to those policies during the three months ended March 31, 2008.

Item 3.     Quantative and Qualitative Disclosures About Market Risk.

Not
Applicable.

Item 4.     Controls and Procedures.

An evaluation was performed by management,
with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that, as of March 31, 2008, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in applicable rules and forms of the Securities and Exchange Commission.

There have been no changes in our controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, these internal controls over financial
reporting.



13



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PART II

OTHER INFORMATION



|Item 6. | Exhibits.
|------- | ---------

The following exhibits are filed or
furnished with this report:



|     |  |                                                                                                                     
|---- |  | --------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             
|     | 
|31.2 |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             
|     | 
|32.1 |  | Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.



14



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   |  |  |  |                 |  |                    |  |                                                               
|------------------ |  |  |  | --------------- |  | ------------------ |  | --------------------------------------------------------------
|                   |  |  |  | NGA HOLDCO, LLC
|                   |  |  | 
|Date: May 15, 2008 |  |  |  | By:             |  | /s/ Thomas R. Reeg
|                   |  |  |  |                 |  |                    |  | Thomas R. Reeg Operating Manager (Principal Executive Officer)
|                   |  |  | 
|Date: May 15, 2008 |  |  |  | By:             |  | /s/ Roger A. May  
|                   |  |  |  |                 |  |                    |  | Roger A. May Manager (Principal Financial Officer)            



15