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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, 2011

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.)

21 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 has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    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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NGA HOLDCO, LLC

FORM 10-Q

INDEX



|                              |  |                                                                                                |    |          |    | 
|----------------------------- |  | ---------------------------------------------------------------------------------------------- | -- | -------- | -- | 
|                              |  |                                                                                                |    | Page No. |   
|PART I. FINANCIAL INFORMATION |  |                                                                                                |    |         
|                              |  |                                                                                               
|Item 1.                       |  | Financial Statements (Unaudited):                                                              |    |          | 1  | 
|                              |  |                                                                                               
|                              |  | Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010                         |    |          | 1  | 
|                              |  |                                                                                               
|                              |  | Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and
2010       |    |          | 2  | 
|                              |  |                                                                                               
|                              |  | Consolidated Statement of Changes in Members Equity for the Three Months Ended March 31,
2011 |    |          | 3  | 
|                              |  |                                                                                               
|                              |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and
2010       |    |          | 4  | 
|                              |  |                                                                                               
|                              |  | Notes to Condensed Consolidated Financial Statements                                           |    |          | 5  | 
|                              |  |                                                                                               
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations          |    |          | 10 | 
|                              |  |                                                                                               
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                     |    |          | 12 | 
|                              |  |                                                                                               
|Item 4.                       |  | Controls and Procedures                                                                        |    |          | 12 | 
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                |    |         
|                              |  |                                                                                               
|Item 6.                       |  | Exhibits                                                                                       |    |          | 12 | 
|                              | 
|SIGNATURES                    |  |                                                                                                | 13 |         



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PART I

FINANCIAL INFORMATION



|Item 1. | Financial Statements (Unaudited).
|------- | ---------------------------------

NGA HOLDCO, LLC

CONSOLIDATED BALANCE SHEETS

March 31, 2011 and December 31, 2010 (unaudited)



|                                                   |  |                |            |   |                   |   |            |  
|-------------------------------------------------- |  | -------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                   |  | March 31, 2011 |            |   | December 31, 2010 |  
|ASSETS                                             |  |                |            |   |                   |   |            |  
|Current Assets:                                    |  |                |            |   |                   |   |            |  
|Cash and cash equivalents                          |  | $              | 498,325    |   |                   | $ | 498,299    |  
|                                                   |  |                |            |   |                   |   |            |  
|Total current assets                               |  |                | 498,325    |   |                   |   | 498,299    |  
|Investment in Eldorado                             |  |                | 28,071,759 |   |                   |   | 28,197,330 |  
|Due from related party                             |  |                | 5,179,772  |   |                   |   | 5,179,772  |  
|                                                   |  |                |            |   |                   |   |            |  
|Total Assets                                       |  | $              | 33,749,856 |   |                   | $ | 33,875,401 |  
|                                                   |  |                |            |   |                   |   |            |  
|                                                   |  |               
|LIABILITIES AND MEMBERS EQUITY                    |  |                |            |   |                   |   |            |  
|Current Liabilities:                               |  |                |            |   |                   |   |            |  
|Accounts payable and accrued liabilities           |  | $              | 125,526    |   |                   | $ | 30,064     |  
|                                                   |  |                |            |   |                   |   |            |  
|Total current liabilities                          |  |                | 125,526    |   |                   |   | 30,064     |  
|Due to related party                               |  |                | 2,587,497  |   |                   |   | 2,568,903  |  
|                                                   |  |                |            |   |                   |   |            |  
|Total Liabilities                                  |  |                | 2,713,023  |   |                   |   | 2,598,967  |  
|                                                   |  |                |            |   |                   |   |            |  
|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 |  
|Accumulated deficit                                |  |                | (5,289,625 | ) |                   |   | (5,050,024 | )
|                                                   |  |                |            |   |                   |   |            |  
|Total Members equity                              |  |                | 31,036,833 |   |                   |   | 31,276,434 |  
|                                                   |  |                |            |   |                   |   |            |  
|Total Liabilities & Members equity                |  | $              | 33,749,856 |   |                   | $ | 33,875,401 |  
|                                                   |  |                |            |   |                   |   |            |  

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



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NGA HOLDCO, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended March 31, 2011 and 2010 (unaudited)



|                                     |  |                                 |          |   |                                 |   |          |  
|------------------------------------ |  | ------------------------------- | -------- | - | ------------------------------- | - | -------- | -
|                                     |  | Three MonthsEndedMarch 31, 2011 |          |   | Three MonthsEndedMarch 31, 2010 |  
|Loss:                                |  |                                 |          |   |                                 |   |          |  
|Equity loss on Eldorado              |  | $                               | (125,571 | ) |                                 | $ | (624,382 | )
|                                     |  |                                 |          |   |                                 |   |          |  
|Total loss                           |  |                                 | (125,571 | ) |                                 |   | (624,382 | )
|Expenses:                            |  |                                 |          |   |                                 |   |          |  
|Legal, licensing, and other expenses |  |                                 | 114,030  |   |                                 |   | 132,647  |  
|                                     |  |                                 |          |   |                                 |   |          |  
|Net loss before income taxes         |  |                                 | (239,601 | ) |                                 |   | (757,029 | )
|Income tax benefit                   |  |                                 |         |   |                                 |   |         |  
|                                     |  |                                 |          |   |                                 |   |          |  
|Net loss                             |  | $                               | (239,601 | ) |                                 | $ | (757,029 | )
|                                     |  |                                 |          |   |                                 |   |          |  

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



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NGA HOLDCO, LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS EQUITY

Three months ended March 31, 2011 (unaudited)



|                           |  |             |       |  |              |   |            |                    |  |   |                     |   |  |   |            |  
|-------------------------- |  | ----------- | ----- |  | ------------ | - | ---------- | ------------------ |  | - | ------------------- | - |  | - | ---------- | -
|                           |  | Class AUnit |       |  | Class BUnits |   |            | AccumulatedDeficit |  |   | TotalMembersEquity |  
|Balance, December 31, 2010 |  | $           | 3,806 |  |              | $ | 36,322,652 |                    |  | $ | (5,050,024          | ) |  | $ | 31,276,434 |  
|Net loss                   |  |             |      |  |              |   |           |                    |  |   | (239,601            | ) |  |   | (239,601   | )
|                           |  |             |       |  |              |   |            |                    |  |   |                     |   |  |   |            |  
|Balance, March 31, 2011    |  | $           | 3,806 |  |              | $ | 36,322,652 |                    |  | $ | (5,289,625          | ) |  | $ | 31,036,833 |  
|                           |  |             |       |  |              |   |            |                    |  |   |                     |   |  |   |            |  

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



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NGA HOLDCO, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended March 31, 2011 and 2010 (unaudited)



|                                                                                |  |                             |          |   |      |   |          |  
|------------------------------------------------------------------------------- |  | --------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                |  | Three Months
EndedMarch 31, |         
|                                                                                |  | 2011                        |          |   | 2010 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                           |  |                             |          |   |      |   |          |  
|Net loss                                                                        |  | $                           | (239,601 | ) |      | $ | (757,029 | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                             |          |   |      |   |          |  
|Equity loss on Eldorado                                                         |  |                             | 125,571  |   |      |   | 624,382  |  
|Increase in accounts payable and accrued liabilities                            |  |                             | 95,462   |   |      |   | 100,823  |  
|Increase in due to related parties                                              |  |                             | 18,594   |   |      |   | 31,868   |  
|                                                                                |  |                             |          |   |      |   |          |  
|Net cash provided by operating activities:                                      |  | $                           | 26       |   |      | $ | 44       |  
|                                                                                |  |                             |          |   |      |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                           |  |                             |          |   |      |   |          |  
|Net cash provided by investing activities:                                      |  | $                           |         |   |      | $ |         |  
|                                                                                |  |                             |          |   |      |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                           |  |                             |          |   |      |   |          |  
|Net cash provided by financing activities:                                      |  | $                           |         |   |      | $ |         |  
|                                                                                |  |                             |          |   |      |   |          |  
|Net increase in cash                                                            |  | $                           | 26       |   |      | $ | 44       |  
|                                                                                |  |                             |          |   |      |   |          |  
|Cash at beginning of the period                                                 |  | $                           | 498,299  |   |      | $ | 473,093  |  
|                                                                                |  |                             |          |   |      |   |          |  
|Cash at end of the period                                                       |  | $                           | 498,325  |   |      | $ | 473,137  |  
|                                                                                |  |                             |          |   |      |   |          |  

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



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NGA HoldCo, LLC

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 issued by Shreveport Gaming Holdings, Inc. (SGH), then a partner of the Louisiana
Partnership that is not affiliated with Resorts or the Company, 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. The Eldorado Shreveport Investments were transferred to the Company at the fair value as of the transfer date.

Effective April 1, 2009, Resorts became a wholly-owned subsidiary of Eldorado HoldCo LLC, a Nevada limited liability company
(Eldorado), when all of the members of Resorts, including Acquisition Co., the subsidiary of the Company through which the Company held its interest in Resorts, exchanged their interests in Resorts for identical interests in Eldorado.
Eldorado, which was formed to be a holding company for Resorts, conducts no operations of its own and, other than its ownership of Resorts, has no assets or liabilities.

The Company has had no revenue generating business since inception. Its current business plan consists primarily of its holding of a 17.0359% equity interest in Eldorado. For information concerning the
possible acquisition of an interest in another gaming company, see Note 6 below. Eldorado, through Resorts, owns and operates the Eldorado Hotel and Casino (the Eldorado-Reno) located in Reno, Nevada. Through two wholly owned
subsidiaries, Resorts owns all of the partnership interests 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 own 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 Timothy T. Janszen and Ryan L. Langdon, each of whom owns a 42.85% interest, and Roger A. May, who owns a 14.3% interest. Messrs. 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. Janszen, Langdon and May are the Companys managers and Mr. Janszen 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 Eldorado, 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 Timothy T. Janszen, 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 is taxed on its share of the income relating to the Companys investment in Eldorado rather than the Companys investors.



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The Companys acquisition in December 2007 of a 17.0359% interest in Resorts was
pursuant to the terms and conditions of a 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, now the presiding member of Eldorados Board of Managers and the Chief Executive Officer of Eldorado who then held the same positions with 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 and approvals were obtained from Nevada and Louisiana, respectively. The Company owns indirectly through its
subsidiaries 17.0359% of Eldorado, and Carano or members of his family own directly or indirectly approximately 51% of Eldorado. Carano continues in the roles in the management of Eldorado and Resorts in which he served Resorts prior to Closing.

The 17.0359% equity interest in Resorts acquired by the Company included 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).
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 the New Shreveport Notes 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 New Shreveport Notes 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 SGH.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At closing, Resorts and Carano paid Newport in cash the respective amounts owed to AcquisitionCo for interest on the respective amounts
of New Shreveport Notes 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 than 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 credit facility as permitted by the Purchase Agreement.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

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).

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

In the opinion of Management, the
accompanying unaudited 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, 2011 and December 31, 2010, and the
results of its operations for the three months ended March 31, 2011 and 2010, and its cash flows for the three months ended March 31, 2011 and 2010. 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 U.S. GAAP have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys Form 10-K for the
year ended December 31, 2010 filed with the Securities and Exchange Commission on April 13, 2011.

Cash and
Cash Equivalents

Cash and cash equivalents include all highly liquid instruments purchased with an original maturity
of three months or less at the time of purchase. Cash equivalents are stated at cost plus accrued interest, which approximates fair value.



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Investment in Eldorado

The Company accounts for its 17.0359% investment in Eldorado using the equity method of accounting. The Company considers on a quarterly
basis whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that the recorded value may not be recoverable. If the Company considers any such decline
to be other than temporary, then a write-down would be recorded to estimated fair value. Evidence of a loss in value that may be other than temporary might include, but would not necessarily be limited to, absence of an ability to recover the
carrying amount of the Companys investment or the inability of Eldorado to sustain an earnings capacity that would justify the carrying amount of the investment. In evaluating whether the loss in value is other than temporary, the Company
considers: 1) the length of time and the extent to which the fair value has been less than cost; 2) the financial condition and near-term prospects of Eldorado, including any specific events which may influence the operations of Eldorado; 3) the
Companys intent and ability to retain its investment in Eldorado for a period of time sufficient to allow for any anticipated recovery in fair value; 4) the condition and trend of the economic cycle; 5) Eldorados financial performance
and projections; 6) trends in the general market; and 7) Eldorados capital strength and liquidity.

In determining
whether the fair value of the investment in Eldorado is less than its carrying value, the Company uses a discounted cash flow model as its principal technique. The Companys model incorporates an estimated weighted-average cost of capital that
a market participant would use in evaluating the investment in a purchase transaction. The estimated weighted-average cost of capital is based on the risk free interest rate and other factors such as current risk premiums. The Company uses the
discounted cash flow model as it provides greater detail and opportunity to reflect specific facts, circumstances and economic conditions for its investment. Comparable business transactions are often limited in number, contain dated information,
and require significant adjustments due to differences in the size of the business, markets served and other factors. The Company therefore believes that in its circumstance, this makes comparisons to business transactions less reliable than the
discounted cash flows model. However, the Company does consider comparable business transactions as a reasonableness test of our principal technique.

In performing this impairment test, the Company takes steps to ensure that appropriate and reasonable cash flow projections and assumptions are used. The Company also performs sensitivity analyses on the
key assumptions used, including the weighted-average cost of capital.

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable and accrued liabilities approximates their carrying
value due to the immediate or short term maturity of these financial instruments.

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 made 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, such
amounts are expected to be settled upon sale of the Companys investment in Eldorado.

Restrictions on Transfer

Unless approved in advance by the Operating Manager and by 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 is required to be, and has not been, found suitable to be licensed or to hold such membership units by 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.



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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.

4. Investment in Eldorado

The Companys 17.0359% investment in Eldorado (which was acquired on April 1, 2009 in exchange for a 17.0359% interest
originally acquired in Resorts, as described in Note 1) is accounted for under the equity method. The investment, which is reported as Equity income (loss) on Eldorado on the consolidated statement of operations, was originally recorded at fair
value and is adjusted by the Companys share of earnings, losses, distributions, and adjustments related to the amortization of definite-lived intangibles of the investment. The Companys allocated income and loss related to Eldorado for
the three months ended March 31, 2011 and 2010, respectively, are included as a component of net loss on the consolidated statement of operations. As of March 31, 2011 and December 31, 2010, there was no indication that impairment may
have existed in relation to the investment in Eldorado.

A roll forward of the Companys equity investment in Eldorado is
as follows:



|                                     |  |       |            |  
|------------------------------------ |  | ----- | ---------- | -
|                                     |  | Total |           
|Beginning balance at January 1, 2011 |  | $     | 28,197,330 |  
|Equity loss on Eldorado              |  |       | (125,571   | )
|                                     |  |       |            |  
|Ending balance at March 31, 2011     |  | $     | 28,071,759 |  
|                                     |  |       |            |  

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



|                                       |  |               |         |  |                  |   |         | 
|-------------------------------------- |  | ------------- | ------- |  | ---------------- | - | ------- | 
|                                       |  | March 31,2011 |         |  | December 31,2010 |  
|Current assets                         |  | $             | 61,238  |  |                  | $ | 57,747  | 
|Investment in joint ventures           |  |               | 41,033  |  |                  |   | 42,994  | 
|Property and equipment, net            |  |               | 206,957 |  |                  |   | 209,996 | 
|Intangible assets, net                 |  |               | 20,720  |  |                  |   | 20,720  | 
|Other assets, net                      |  |               | 1,957   |  |                  |   | 2,186   | 
|                                       |  |               |         |  |                  |   |         | 
|Total assets                           |  | $             | 331,905 |  |                  | $ | 333,643 | 
|                                       |  |               |         |  |                  |   |         | 
|Current liabilities                    |  | $             | 25,850  |  |                  | $ | 27,685  | 
|Long-term liabilities                  |  |               | 190,730 |  |                  |   | 190,764 | 
|13% Preferred equity interest          |  |               | 19,289  |  |                  |   | 19,289  | 
|Non-controlling interest               |  |               | 4,732   |  |                  |   | 4,807   | 
|Partners equity                       |  |               | 91,304  |  |                  |   | 91,098  | 
|                                       |  |               |         |  |                  |   |         | 
|Total liabilities and partners equity |  | $             | 331,905 |  |                  | $ | 333,643 | 
|                                       |  |               |         |  |                  |   |         | 

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



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|                                                        |  |                             |         |   |      |   |         |  
|------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                        |  | Three Months EndedMarch 31, |        
|                                                        |  | 2011                        |         |   | 2010 |  
|Net operating revenues                                  |  | $                           | 63,841  |   |      | $ | 64,030  |  
|Operating expenses                                      |  |                             | (57,700 | ) |      |   | (60,692 | )
|Loss on sale/disposition of long-lived assets           |  |                             | (12     | ) |      |   | (151    | )
|Equity loss of unconsolidated affiliates                |  |                             | (1,706  | ) |      |   | (1,495  | )
|                                                        |  |                             |         |   |      |   |         |  
|Operating income                                        |  |                             | 4,423   |   |      |   | 1,692   |  
|Other expense, net                                      |  |                             | (5,076  | ) |      |   | (5,266  | )
|                                                        |  |                             |         |   |      |   |         |  
|Net loss                                                |  |                             | (653    | ) |      |   | (3,574  | )
|Less net income attributable to noncontrolling interest |  |                             | 75      |   |      |   | 68      |  
|                                                        |  |                             |         |   |      |   |         |  
|Net loss attributable to the Company                    |  | $                           | (578    | ) |      | $ | (3,506  | )
|                                                        |  |                             |         |   |      |   |         |  

Effective March 1, 1994, ELLC (96% owned by Resorts) and Galleon, Inc. (a Nevada corporation and now an
indirect wholly owned subsidiary of MGM Resorts International (formerly 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.

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



|                                       |  |               |         |  |                  |   |         | 
|-------------------------------------- |  | ------------- | ------- |  | ---------------- | - | ------- | 
|                                       |  | March 31,2011 |         |  | December 31,2010 |  
|Current assets                         |  | $             | 35,376  |  |                  | $ | 38,817  | 
|Property and equipment, net            |  |               | 225,849 |  |                  |   | 229,119 | 
|Other assets, net                      |  |               | 7,344   |  |                  |   | 7,315   | 
|                                       |  |               |         |  |                  |   |         | 
|                                       |  |              
|Total assets                           |  | $             | 268,569 |  |                  | $ | 275,251 | 
|                                       |  |               |         |  |                  |   |         | 
|                                       |  |              
|Current liabilities                    |  | $             | 157,723 |  |                  | $ | 18,510  | 
|Long-term liabilities                  |  |               | 8,278   |  |                  |   | 150,911 | 
|Partners equity                       |  |               | 102,568 |  |                  |   | 105,830 | 
|                                       |  |               |         |  |                  |   |         | 
|                                       |  |              
|Total liabilities and partners equity |  | $             | 268,569 |  |                  | $ | 275,251 | 
|                                       |  |               |         |  |                  |   |         | 

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



|                   |  |                             |         |   |      |   |         |  
|------------------ |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                   |  | Three Months EndedMarch 31, |        
|                   |  | 2011                        |         |   | 2010 |  
|Net revenues       |  | $                           | 27,575  |   |      | $ | 27,807  |  
|Operating expenses |  |                             | (27,723 | ) |      |   | (27,588 | )
|                   |  |                             |         |   |      |   |         |  
|Operating income   |  |                             | (148    | ) |      |   | 219     |  
|Other expense, net |  |                             | (3,760  | ) |      |   | (3,765  | )
|                   |  |                             |         |   |      |   |         |  
|Net loss           |  | $                           | (3,908  | ) |      | $ | (3,546  | )
|                   |  |                             |         |   |      |   |         |  

5. 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 wholly owned by
Newport. In May 2007, Newport contributed to the Company 100% of the New Shreveport Notes held by Newport since August 2006 and 11% of the SGH preferred shares held since August 2006 that comprised the Companys Eldorado Shreveport investments
(the Eldorado Shreveport Investments). The Eldorado Shreveport Investments were transferred to the Company at fair market value at the date of transfer. VoteCo is responsible for the operations of the Company and is wholly owned by the
managers of Newport.

At March 31, 2011 and December 31, 2010, the Company was owed $5,179,772 from Newport,
representing $5,118,168 of interest earned and received on the Eldorado Shreveport Investments and $61,600 of preferred dividend earned and received on the 11,000 SGH preferred shares. At March 31, 2011 and December 31, 2010, the Company
owed $2,587,497 and $2,568,903,



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##### Table of Contents

respectively, to Newport for expenses paid by Newport on the Companys behalf. There is no formal agreement outlining the settlement of the receivable and payable between Newport and the
Company. Accordingly, the receivable and payable are reflected as a non-current asset and a non-current liability, respectively, at March 31, 2011 and December 31, 2010.

6. Proposed Acquisition

As more fully described in Item 1 of our
annual report on Form 10-K for the year ended December 31, 2010, on February 23, 2010, Black Gaming, LLC (Black Gaming) and its subsidiaries (collectively with Black Gaming, the Debtors) filed petitions with the
United States Bankruptcy Court for the District of Nevada (the Bankruptcy Court) for relief under Title 11, Chapter 11 of the United States Code (the Bankruptcy Code). On March 1, 2010, the Debtors filed with the
Bankruptcy Court a Joint Plan of Reorganization (the Plan). The Plan was approved by the Bankruptcy Court on June 28, 2010. If all of the conditions specified in the Plan are satisfied, then, according to the terms of the Plan, a
new entity (New Black Gaming) is to acquire all of the assets of Black Gaming, including its direct and indirect ownership interests in the debtor subsidiaries, and New Black Gaming is to issue to a group of investors all of the equity
interests in New Black Gaming, including the issuance of 40% of the total equity interests in New Black Gaming to Newport or an affiliate of Newport for $8,222,222 in cash. The Plan also provides for the issuance to a class of Black Gamings
creditors of warrants to purchase five percent of the fully-diluted equity interests in New Black Gaming that will be exercisable for a period of five years and, if exercised in full, would reduce the percentage interest issuable to Newport or an
affiliate of Newport from 40% to 38%. The assets to be acquired by New Black Gaming pursuant to the Plan include the CasaBlanca Hotel & Casino and the Virgin River Hotel & Casino, each in Mesquite, Nevada, two championship golf
courses, a full-service spa, a bowling center, a gun club, restaurants, and banquet and conference facilities, all as more fully described in our aforementioned Form 10-K. Though no official date has been set, Black Gaming has a plan in place for
the demolition of the casino and some of the 900 rooms at its inoperative Oasis Hotel & Casino. Due to weak business conditions, operations were reduced at the Oasis property beginning in December 2008, and the only current operations
involve a portion of the hotel facilities used to accommodate overflow from the other hotels.

If all of the conditions
specified in the Plan are satisfied, Newport and Newport Global Credit Fund (Master) LP (Master and, collectively with Newport, the Newport Funds) intend to acquire the 40% equity interest in New Black Gaming utilizing the
Companys wholly owned subsidiary, AcquisitionCo, to make the acquisition. In that event, the Newport Funds will contribute to InvestCo the full amount of the cash purchase price which in turn will be contributed by InvestCo to the Company,
then by the Company to Blocker, and finally by Blocker to AcquisitionCo, which will pay the purchase price and acquire the 40% interest in New Black Gaming. As a result of the aforementioned contribution from the Newport Funds down to AcquisitionCo,
Master will become a second member of InvestCo, but the transaction will not result in any other change in the ownership of InvestCo, the Company, Blocker or AcquisitionCo. If the acquisition is consummated, the Companys financial statements
will, from the date of consummation of such acquisition, reflect the Companys allocable share of the net income (loss) related to the investment in New Black Gaming. The potential acquisition is subject to a number of conditions including, but
not limited to, the receipt of all requisite gaming approvals required in order for AcquisitionCo to be able to acquire an equity interest in New Black Gaming. While there can be no assurances that all of the conditions to closing can be satisfied,
management anticipates that the transaction will be completed during the latter part of the second quarter of this year; however, this is subject to change depending, upon other things, on the aforementioned receipt of all requisite gaming
approvals.



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

Overview

The following managements 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, Acquisition Co, acquired a 17.0359% interest in Resorts. Effective April 1, 2009, Resorts became a wholly-owned subsidiary of Eldorado HoldCo LLC, a Nevada limited liability company (Eldorado), when all of the members of
Resorts, including Acquisition Co., the subsidiary of the Company through which the Company held its interest in Resorts, exchanged their interests in Resorts for identical interests in Eldorado. Eldorado, which was formed to be a holding company
for Resorts, conducts no operations of its own and, other than its ownership of Resorts, has no assets or liabilities (see note 1 of the notes to the Companys unaudited condensed consolidated financial statements included in this report).

From the date the investments conveyed by the Company for its 17.0359% interest in a Resorts were first acquired by Newport
Global in August 2006 until the Companys acquisition of the 17.0359% interest in Resorts, the unaudited condensed consolidated financial statements presented reflect the Companys activity with respect to such investments, which consisted
principally of bonds and preferred shares associated with Eldorado Shreveport (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 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, other than as described under Proposed Acquisition below, consists primarily of its 17.0359%
equity interest in Eldorado. Its only operations have consisted



10



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of interest income earned on the Eldorado Shreveport Investments and, since December 14, 2007, the pro-rata net income (loss) allocation (as the case may be) related to the Resorts/Eldorado
investment and nominal administrative expenses.

Eldorado, through Resorts, owns and operates the Eldorado Hotel &
Casino (the Eldorado-Reno), a premier hotel/casino and entertainment facility in Reno, Nevada. Through two wholly owned subsidiaries, Resorts indirectly owns and, pursuant to a management agreement, 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 Eldorado for the three months ended March 31, 2011 included net operating revenues of approximately $63.8million and operating expenses of approximately $57.7 million. In
addition, Eldorados equity in net loss of unconsolidated affiliates was approximately $1.7 million and interest expense was approximately $5.1 million for the period. The net result for the quarter was a net loss of approximately $0.6 million,
compared with a net loss of approximately $3.5 million for the corresponding quarter of 2010.

Three Months Ended
March 31, 2011 Compared to the Three Months Ended March 31, 2010

The Companys net loss, which largely
reflects the Companys share of the net loss of Eldorado, was $239,601 for the quarter ended March 31, 2011 compared to a net loss of $757,029 for the same period in 2010. Primarily as a result of consistent revenues and a $3 million
decrease in operating expenses for Eldorado when compared to the same period in 2010, the Companys equity loss on Eldorado decreased by $498,811. This decrease in equity loss was also positively affected by an $18,617 decrease to the
Companys legal and licensing expenses during the quarter when compared to the same period in 2010. This decrease was due to fewer expenses being incurred in connection with the proposed acquisition of a 40% interest in New Black Gaming (see
Proposed Acquisition, below).

Liquidity and Capital Resources

The Company incurred approximately $0.1 million of costs associated with its investment in Eldorado and the proposed New Black Gaming
acquisition during the three month periods ended March 31, 2011 and March 31, 2010. Expenses incurred related to accounting and legal fees for the preparation of regulatory filings, along with travel and legal expenses related to the
proposed acquisition of a 40% interest in New Black Gaming (see Proposed Acquisition, below). For the remainder of 2011, the Company expects to incur additional costs of approximately $0.1 million. These costs will be financed by member
contributions.

Proposed Acquisition

As more fully described in Item 1 of our annual report on Form 10-K for the year ended December 31, 2010, on February 23, 2010, Black Gaming, LLC (Black Gaming) and its
subsidiaries (collectively with Black Gaming, the Debtors) filed petitions with the United States Bankruptcy Court for the District of Nevada (the Bankruptcy Court) for relief under Title 11, Chapter 11 of the United States
Code (the Bankruptcy Code). On March 1, 2010, the Debtors filed with the Bankruptcy Court a Joint Plan of Reorganization (the Plan). The plan was approved by the Bankruptcy Court on June 28, 2010. If all of the
conditions specified in the Plan are satisfied, then, according to the terms of the Plan, a new entity (New Black Gaming) is to acquire all of the assets of Black Gaming, including its direct and indirect ownership interests in the
debtor subsidiaries, and New Black Gaming is to issue to a group of investors all of the equity interests in New Black Gaming, including the issuance of 40% of the total equity interests in New Black Gaming to Newport or an affiliate of Newport for
$8,222,222 in cash. The Plan also provides for the issuance to a class of Black Gamings creditors of warrants to purchase five percent of the fully-diluted equity interests in New Black Gaming that will be exercisable for a period of five
years and, if exercised in full, would reduce the percentage interest issuable to Newport or an affiliate of Newport from 40% to 38%. The assets to be acquired by New Black Gaming pursuant to the Plan include the CasaBlanca Hotel & Casino
and the Virgin River Hotel & Casino, each in Mesquite, Nevada, two championship golf courses, a full-service spa, a bowling center, a gun club, restaurants, and banquet and conference facilities, all as more fully described in our
aforementioned Form 10-K. Though no official date has been set, Black Gaming has a plan in place for the demolition of the casino and some of the 900 rooms at its inoperative Oasis Hotel & Casino. Due to weak business conditions, operations
were reduced at the Oasis property beginning in December 2008, and the only current operations involve a portion of the hotel facilities which are used to accommodate overflow from the other hotels.

If all of the conditions specified in the Plan are satisfied, Newport and Newport Global Credit Fund (Master) LP (Master and,
collectively with Newport, the Newport Funds) intend to acquire the 40% equity interest in New Black Gaming utilizing the Companys wholly owned subsidiary, AcquisitionCo, to make the acquisition. In that event, the Newport Funds
will contribute to InvestCo the full amount of the cash purchase price which in turn will be contributed by InvestCo to the Company, then by the Company to Blocker, and finally by Blocker to AcquisitionCo, which will pay the purchase price and
acquire the 40% interest in New Black Gaming. As a result of the aforementioned contribution from the Newport Funds down to AcquisitionCo, Master will become a



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##### Table of Contents

second member of InvestCo, but the transaction will not result in any other change in the ownership of InvestCo, the Company, Blocker or AcquisitionCo. If the acquisition is consummated, the
Companys financial statements will, from the date of consummation of such acquisition, reflect the Companys allocable share of the net income (loss) related to the investment in New Black Gaming. The potential acquisition is subject to a
number of conditions including, but not limited to, the receipt of all requisite gaming approvals required in order for AcquisitionCo to be able to acquire an equity interest in New Black Gaming. While there can be no assurances that all of the
conditions to closing can be satisfied, management anticipates that the transaction will be completed during the latter part of the second quarter of this year; however, this is subject to change depending, upon other things, on the aforementioned
receipt of all requisite gaming approvals.

Critical Accounting Estimates and Policies

A description of our critical accounting policies can be found in Item 7 of our Annual Report on Form 10-K for the year ended
December 31, 2010. There have been no material changes to those policies during the three months ended March 31, 2011.



|Item 3. | Quantative and Qualitative Disclosures About Market Risk.
|------- | ---------------------------------------------------------

Not Applicable.



|Item 4. | Controls and Procedures.
|------- | ------------------------

Evaluation of disclosure controls and procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the Exchange Act), our management, including our principal executive officer and principal financial
officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that
as of the end of the period covered by this report our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.

Changes in internal control over financial reporting

As required by Rule
13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal financial officer, has evaluated our internal control over financial reporting to determine whether any changes to our internal control over
financial reporting occurred during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, no such changes to our
internal control over financial reporting occurred during the quarter ended March 31, 2011.

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.



12



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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 16, 2011 |  |  |  | By:             |  | /S/    Timothy T.
Janszen    
|                   |  |  |  |                 |  | Timothy T. Janszen           
|                   |  |  |  |                 |  | Operating Manager            
|                   |  |  |  |                 |  | (Principal Executive Officer)
|                   |  |  | 
|Date: May 16, 2011 |  |  |  | By:             |  | /S/    ROGER A.
MAY          
|                   |  |  |  |                 |  | Roger A. May                 
|                   |  |  |  |                 |  | Manager                      
|                   |  |  |  |                 |  | (Principal Financial Officer)



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EXHIBIT INDEX



|           |  |                                                                                                                     
|---------- |  | --------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                         
|           | 
|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