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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







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

For the quarterly period ended March 31, 2009

or



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

For the transition period from              to

Commission File Number 000-50635





COLONY RESORTS LVH ACQUISITIONS, LLC

(Exact Name of Registrant as Specified
in its Charter)







|                                               |  |                                        
|---------------------------------------------- |  | ---------------------------------------
|NEVADA                                         |  | 41-2120123                             
|(State or Other Jurisdiction of Incorporation) |  | (I.R.S. Employer Identification Number)



|                                         |  |           
|---------------------------------------- |  | ----------
|3000 PARADISE ROAD LAS VEGAS, NEVADA     |  | 89109     
|(Address of Principal Executive Offices) |  | (Zip Code)

702-732-5111

(Registrants Telephone Number, Including Area Code)





Indicate by check mark whether the Registrant
(1) has filed all reports required 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 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 checkmark 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   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

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

As of May 8, 2009 there were 1.5 Class A Membership Units outstanding and there were 1,500,000 Class B Membership Units outstanding.









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COLONY RESORTS LVH ACQUISITIONS, LLC

FORM 10-Q

TABLE OF CONTENTS



|                                     |  |                                                                                       |  |   
|------------------------------------ |  | ------------------------------------------------------------------------------------- |  | --
|                                     |  | Page                                                                                 
|PART I.                              |  | FINANCIAL INFORMATION                                                                 |  |   
|                                     |  |                                                                                      
|ITEM 1.                              |  | FINANCIAL STATEMENTS                                                                  |  |   
|                                     | 
|COLONY RESORTS LVH ACQUISITIONS, LLC |  |                                                                                      
|                                     |  |                                                                                      
|                                     |  | UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS:                                     |  |   
|                                     |  |                                                                                      
|                                     |  | CONDENSED BALANCE SHEETS                                                              |  | 1 
|                                     |  |                                                                                      
|                                     |  | UNAUDITED CONDENSED STATEMENTS OF INCOME                                              |  | 2 
|                                     |  |                                                                                      
|                                     |  | UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS                                          |  | 3 
|                                     |  |                                                                                      
|                                     |  | NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                                     |  | 4 
|                                     |  |                                                                                      
|ITEM 2.                              |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 9 
|                                     |  |                                                                                      
|ITEM 3.                              |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 16
|                                     |  |                                                                                      
|ITEM 4.                              |  | CONTROLS AND PROCEDURES                                                               |  | 17
|                                     |  |                                                                                      
|PART II.                             |  | OTHER INFORMATION                                                                     |  | 18
|                                     |  |                                                                                      
|ITEM 6.                              |  | EXHIBITS                                                                              |  | 18
|                                     | 
|SIGNATURES                           |  | 21                                                                                   



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COLONY RESORTS LVH ACQUISITIONS, LLC

CONDENSED BALANCE SHEETS

(in
thousands)



|                                                                                                                        |  |               |         |                   |   |        
|----------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- | - | -------
|                                                                                                                        |  | March 31,2009 |         | December 31,2008*
|                                                                                                                        |  | (Unaudited)   |         |                  
|Assets                                                                                                                  |  |               |         |                   |   |        
|CURRENT ASSETS:                                                                                                         |  |               |         |                   |   |        
|Cash and equivalents                                                                                                    |  | $             | 35,032  |                   | $ | 32,444 
|Restricted cash                                                                                                         |  |               | 9,042   |                   |   | 8,107  
|Accounts receivable, net of allowance for doubtful accounts of $7,049 at March 31, 2009 and $7,153 at December 31,
2008 |  |               | 11,457  |                   |   | 11,942 
|Inventories                                                                                                             |  |               | 3,173   |                   |   | 3,047  
|Prepaid expenses and other current assets                                                                               |  |               | 4,580   |                   |   | 5,238  
|                                                                                                                        |  |               |         |                   |   |        
|Total current assets                                                                                                    |  |               | 63,284  |                   |   | 60,778 
|PROPERTY AND EQUIPMENT, NET                                                                                             |  |               | 338,423 |                   |   | 342,267
|RESTRICTED CASH                                                                                                         |  |               | 3,549   |                   |   | 2,549  
|OTHER ASSETS, NET                                                                                                       |  |               | 1,269   |                   |   | 958    
|                                                                                                                        |  |               |         |                   |   |        
|Total assets                                                                                                            |  | $             | 406,525 |                   | $ | 406,552
|                                                                                                                        |  |               |         |                   |   |        
|                                                                                                                        |  |               |         |                   |   |        
|Liabilities and Members Equity                                                                                         |  |               |         |                   |   |        
|CURRENT LIABILITIES:                                                                                                    |  |               |         |                   |   |        
|Accounts payable                                                                                                        |  | $             | 5,175   |                   | $ | 7,589  
|Accrued expenses                                                                                                        |  |               | 25,815  |                   |   | 27,136 
|Due to affiliates                                                                                                       |  |               | 1,449   |                   |   | 767    
|                                                                                                                        |  |               |         |                   |   |        
|Total current liabilities                                                                                               |  |               | 32,439  |                   |   | 35,492 
|TERM LOAN                                                                                                               |  |               | 250,000 |                   |   | 250,000
|LONG TERM DEPOSITS                                                                                                      |  |               | 61      |                   |   | 61     
|                                                                                                                        |  |               |         |                   |   |        
|Total liabilities                                                                                                       |  |               | 282,500 |                   |   | 285,553
|COMMITMENTS AND CONTINGENCIES                                                                                           |  |               |         |                   |   |        
|REDEEMABLE MEMBERS EQUITY                                                                                              |  |               | 60,000  |                   |   | 60,000 
|MEMBERS EQUITY                                                                                                         |  |               | 64,025  |                   |   | 60,999 
|                                                                                                                        |  |               |         |                   |   |        
|Total liabilities and members equity                                                                                   |  | $             | 406,525 |                   | $ | 406,552
|                                                                                                                        |  |               |         |                   |   |        



|* | Condensed from audited financial statements.
|- | --------------------------------------------

See notes to
the unaudited condensed financial statements.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF INCOME

(in thousands, except unit data)



|                                                            |  |                                         |              |   |                                         |   |              |  
|----------------------------------------------------------- |  | --------------------------------------- | ------------ | - | --------------------------------------- | - | ------------ | -
|                                                            |  | For the threemonths endedMarch 31, 2009 |              |   | For the threemonths endedMarch 31, 2008 |  
|Revenues:                                                   |  |                                         |              |   |                                         |   |              |  
|Casino                                                      |  | $                                       | 23,455       |   |                                         | $ | 26,435       |  
|Rooms                                                       |  |                                         | 22,743       |   |                                         |   | 34,706       |  
|Food and beverage                                           |  |                                         | 16,483       |   |                                         |   | 21,483       |  
|Other revenue                                               |  |                                         | 3,940        |   |                                         |   | 6,141        |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Total revenue                                               |  |                                         | 66,621       |   |                                         |   | 88,765       |  
|Less: promotional allowances                                |  |                                         | (6,529       | ) |                                         |   | (8,148       | )
|                                                            |  |                                         |              |   |                                         |   |              |  
|Net revenues                                                |  |                                         | 60,092       |   |                                         |   | 80,617       |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Expenses:                                                   |  |                                         |              |   |                                         |   |              |  
|Casino                                                      |  |                                         | 16,098       |   |                                         |   | 20,506       |  
|Rooms                                                       |  |                                         | 6,907        |   |                                         |   | 8,560        |  
|Food and beverage                                           |  |                                         | 10,628       |   |                                         |   | 14,453       |  
|Other expense                                               |  |                                         | 2,457        |   |                                         |   | 3,659        |  
|General & administrative                                    |  |                                         | 13,485       |   |                                         |   | 17,371       |  
|Depreciation and amortization                               |  |                                         | 5,238        |   |                                         |   | 5,052        |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Total expense                                               |  |                                         | 54,813       |   |                                         |   | 69,601       |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Operating income                                            |  |                                         | 5,279        |   |                                         |   | 11,016       |  
|Interest expense                                            |  |                                         | 2,253        |   |                                         |   | 4,388        |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Net income                                                  |  | $                                       | 3,026        |   |                                         | $ | 6,628        |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Net income allocation                                       |  |                                         |              |   |                                         |   |              |  
|Allocable to Class A                                        |  | $                                       |             |   |                                         | $ |             |  
|Allocable to Class B                                        |  | $                                       | 3,026        |   |                                         | $ | 6,628        |  
|Basic weighted average Class A membership units outstanding |  |                                         | 1.50         |   |                                         |   | 1.50         |  
|Basic weighted average Class B membership units outstanding |  |                                         | 1,500,000.00 |   |                                         |   | 1,500,000.00 |  
|Diluted weighted average membership units outstanding       |  |                                         | 1,666,668.67 |   |                                         |   | 1,666,668.67 |  
|Net income per Class A membership unit-basic                |  | $                                       | 2.02         |   |                                         | $ | 4.42         |  
|Net income per Class B membership unit-basic                |  | $                                       | 2.02         |   |                                         | $ | 4.42         |  
|Per membership unit-diluted                                 |  | $                                       | 1.82         |   |                                         | $ | 3.98         |  

See notes to the unaudited condensed financial statements.



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COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                  |  |                                         |        |   |                                         |   |        |  
|--------------------------------------------------------------------------------- |  | --------------------------------------- | ------ | - | --------------------------------------- | - | ------ | -
|                                                                                  |  | For the threemonths endedMarch 31, 2009 |        |   | For the threemonths endedMarch 31, 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                         |        |   |                                         |   |        |  
|Net income                                                                        |  | $                                       | 3,026  |   |                                         | $ | 6,628  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                         |        |   |                                         |   |        |  
|Depreciation and amortization                                                     |  |                                         | 5,238  |   |                                         |   | 5,052  |  
|Amortization of deferred financing costs                                          |  |                                         | 172    |   |                                         |   | 404    |  
|Provision for doubtful accounts                                                   |  |                                         | 276    |   |                                         |   | 756    |  
|Changes in assets and liabilities:                                                |  |                                         |        |   |                                         |   |        |  
|Accounts receivable                                                               |  |                                         | 209    |   |                                         |   | (3,433 | )
|Inventories                                                                       |  |                                         | (127   | ) |                                         |   | 50     |  
|Prepaid expenses and other current assets                                         |  |                                         | 491    |   |                                         |   | (619   | )
|Other assets                                                                      |  |                                         | (310   | ) |                                         |   | 1,229  |  
|Accounts payable                                                                  |  |                                         | (2,415 | ) |                                         |   | (5,572 | )
|Accrued expenses                                                                  |  |                                         | (1,321 | ) |                                         |   | 780    |  
|Due to affiliates                                                                 |  |                                         | 682    |   |                                         |   | (691   | )
|                                                                                  |  |                                         |        |   |                                         |   |        |  
|Net cash provided by operating activities                                         |  |                                         | 5,921  |   |                                         |   | 4,584  |  
|                                                                                  |  |                                         |        |   |                                         |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                         |        |   |                                         |   |        |  
|Additions to property and equipment                                               |  |                                         | (1,393 | ) |                                         |   | (2,509 | )
|Increase in restricted cash                                                       |  |                                         | (1,935 | ) |                                         |   | (16    | )
|                                                                                  |  |                                         |        |   |                                         |   |        |  
|Net cash used in investing activities                                             |  |                                         | (3,328 | ) |                                         |   | (2,525 | )
|                                                                                  |  |                                         |        |   |                                         |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                         |        |   |                                         |   |        |  
|Proceeds from Term Loan                                                           |  |                                         |       |   |                                         |   | 5,069  |  
|Debt issuance costs                                                               |  |                                         | (5     | ) |                                         |   |       |  
|                                                                                  |  |                                         |        |   |                                         |   |        |  
|Net cash (used in)/provided by financing activities                               |  |                                         | (5     | ) |                                         |   | 5,069  |  
|                                                                                  |  |                                         |        |   |                                         |   |        |  
|Increase in cash and equivalents                                                  |  |                                         | 2,588  |   |                                         |   | 7,128  |  
|Cash and equivalents at beginning of year                                         |  |                                         | 32,444 |   |                                         |   | 23,645 |  
|                                                                                  |  |                                         |        |   |                                         |   |        |  
|Cash and equivalents at end of period                                             |  | $                                       | 35,032 |   |                                         | $ | 30,773 |  
|                                                                                  |  |                                         |        |   |                                         |   |        |  
|Supplemental Cash Flow Disclosure:                                                |  |                                         |        |   |                                         |   |        |  
|Cash paid for interest, net of amount capitalized                                 |  | $                                       | 1,521  |   |                                         | $ | 3,044  |  
|                                                                                  |  |                                         |        |   |                                         |   |        |  

See notes to the unaudited condensed financial statements.



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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the
Company), was formed under the laws of the State of Nevada on December 18, 2003. The Company owns and operates the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada (the Hotel). The Company licenses from HLT
Existing Franchise Holding LLC (Hilton) the right to use the name Hilton and to participate in Hiltons reservation system and Hiltons HHonors Programs.

The Companys members consist of (1) Colony Resorts LVH Holdings, LLC (Holdings), which is a wholly owned subsidiary of Colony
Investors VI, L.P. (Colony VI) a discrete investment fund managed by an affiliate of Colony Capital LLC, (2) Colony Resorts LVH Co-Investment Partners, L.P. (Co-Investment Partners), (3) Colony Resorts LVH
Coinvestment Voteco, LLC (Coinvestment Voteco) and (4) Colony Resorts LVH Voteco, LLC (Voteco), each of which purchased Class A or Class B Membership Units on June 18, 2004 in connection with the equity
financing described in Note 5, (5) WH/LVH Managers Voteco, LLC (Whitehall Voteco) which acquired certain Class A Membership Units from Co-Investment Voteco on July 19, 2006 and (6) Nicholas L. Ribis (Mr.
Ribis) who acquired certain Class A and Class B Membership Units from Voteco and Holdings, respectively, on November 21, 2006.

Prior to June 18, 2004, the Company had conducted no business other than in connection with the execution of the Purchase and Sale Agreement, relating to the acquisition of substantially all of the assets and certain liabilities of LVH
Corporation, a Nevada corporation (LVH) (the Acquisition). LVH was a wholly owned subsidiary of Caesars Entertainment, Inc., formerly Park Place Entertainment Corporation (Caesars) that prior to the Acquisition
operated the Hotel. Commencing June 18, 2004, the operations, assets and liabilities of the Hotel are included in the Companys financial statements.

Interim Financial Statements

The accompanying condensed financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. In the
opinion of management, all adjustments (which include normal recurring adjustments) necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods have been made. The results for the
three-months ended March 31, 2009, are not necessarily indicative of results to be expected for the full fiscal year.

These financial
statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2008, included in the Companys Annual Report on Form 10-K for the year ended December 31, 2008.

Use of Estimates

The preparation of
the unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses; including related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates those estimates, including those related to asset impairments, accruals for slot and table game marketing points,
compensation and related benefits, revenue recognition, allowance for doubtful accounts, and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (the FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. This statement defines fair value,
establishes a framework for measuring fair value, and expands disclosures about fair value measurements under other accounting pronouncements that require or permit fair value measurements.



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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



Accordingly, this statement does not require any new fair value measurements. In February 2008, the FASB issued FASB Staff Position FAS 157-2, which defers
the effective date of SFAS 157 for non-financial assets and liabilities that are recognized or disclosed at fair value in the entitys financial statements on a recurring basis to fiscal years beginning after November 15, 2008 and interim
periods within those fiscal years. The Company partially adopted the provisions of SFAS 157 effective January 1, 2008 and the remaining provisions of SFAS 157 on January 1, 2009. The adoption of this statement did not have a material
impact on the Companys financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative
Instruments and Hedging Activities, an amendment of SFAS No. 133. SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entitys financial position, financial performance, and cash flows. This statement was adopted by the Company effective January 1, 2009. SFAS No. 161 did not have a material impact on the
Companys financial position, results of operations or cash flows.

In January 2009, the FASB released Proposed Staff Position SFAS
107-b and Accounting Principles Board (APB) Opinion No. 28-a, Interim Disclosures about Fair Value of Financial Instruments (SFAS 107-b and APB 28-a). This proposal amends FASB Statement No. 107, Disclosures about
Fair Values of Financial Instruments, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. The proposal also amends APB Opinion No. 28,
Interim Financial Reporting, to require those disclosures in all interim financial statements. This proposal is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods
ending after March 15, 2009. The Company plans to adopt SFAS 107-b and APB 28-a and provide the additional disclosure requirements for second quarter 2009.

In March 2009, the FASB released Proposed Staff Position SFAS 157-e, Determining Whether a Market Is Not Active and a Transaction Is Not Distressed (SFAS 157-e). This proposal provides additional
guidance in determining whether a market for a financial asset is not active and a transaction is not distressed for fair value measurement purposes as defined in SFAS 157, Fair Value Measurements. SFAS 157-e is effective for
interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company plans to adopt the provisions of SFAS 157-e during second quarter 2009, but does not believe this
guidance will have a significant impact on the Companys financial position, cash flows, or disclosures.

In March 2009, the FASB
issued Proposed Staff Position SFAS 115-a, SFAS 124-a, and EITF 99-20-b, Recognition and Presentation of Other-Than-Temporary Impairments. This proposal provides guidance in determining whether impairments in debt securities are
other than temporary, and modifies the presentation and disclosures surrounding such instruments. This Proposed Staff Position is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods
ending after March 15, 2009. The Company plans to adopt the provisions of this Proposed Staff Position during second quarter 2009, but does not believe this guidance will have a significant impact on the Companys financial position,
cash flows, or disclosures.

2. TERM LOAN

On May 11, 2006, the Company entered into a new Loan Agreement with Goldman Sachs Commercial Mortgage Capital, L.P. (the Term Loan). The Term Loan was for an initial principal amount of $209.2 million and for an initial
term of two (2) years. The Company has drawn an additional $40.8 million against the Term Loan, the maximum funding of the Term Loan. Covenants under the Term Loan restrict the Companys future borrowing capacity.

The Company exercised the first extension option in 2008. The Company intends to exercise the second one-year extension in 2009. The Company will be
required to 1) obtain a new extension interest rate cap agreement, 2) pay an extension fee and any out-of-pocket expenses incurred by the lender and 3) meet certain debt yield benchmarks. The debt yield benchmarks will be based on results of
operations through March 31, 2009.

Interest on the Term Loan accrues at a rate of one month LIBOR plus 2.9%. The Term Loan provides
for no amortization during the term. The Term Loan is collateralized by a first priority deed of trust on the Hotel.



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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



Pursuant to the terms of the Term Loan, the Company purchased an interest rate cap with LIBOR strike
rate of 5.75% for the first two years of the Term Loan and an interest rate cap with LIBOR strike rate of 6.25% for any extension periods.

3. RELATED
PARTY TRANSACTIONS

The Company entered into a Services Agreement, Joint Services Agreement and Joint Marketing Agreement with Resorts
International Hotel, Inc. (Resorts) an affiliate of the Company (through common control) on June 18, 2004. On April 25, 2005, the Joint Services Agreement and the Joint Marketing Agreement were amended and restated to add RIH
Resorts, LLC, an affiliate of the Company (through common control), as a party to the agreements. These agreements provide for an initial term of three years with automatic one year renewal periods. The agreements provide that the Company and
Resorts will cooperatively develop and implement joint services and marketing programs.

The Company provides and/or receives services from
affiliated companies. The total net value of services received from the affiliated companies was approximately $517,000 for the three months ended March 31, 2009 and $1,496,000 for the three months ended March 31, 2008.

4. REDEEMABLE MEMBERS INTERESTS

In connection
with the closing of the Acquisition, the Company, Voteco, Co-Investment Voteco, Co-Investment Partners and Holdings entered into a Sale Right Agreement, dated June 18, 2004 (the Sale Right Agreement). Pursuant to the terms of
Co-Investment Partners partnership agreement, at any time after May 23, 2008, Whitehall (a limited partner in Co-Investment Partners and an affiliate of Goldman Sachs Commercial Mortgage Capital, L.P., the lender under the Term Loan) has
the right to request that Co-Investment Partners purchase all of Whitehalls interest in Co-Investment Partners at a purchase price determined by Whitehall. Pursuant to the Sale Right Agreement, upon receiving notice from Whitehall that it has
exercised the sale right the Company must, within forty-five days elect to either (i) purchase that portion of the Class B Membership Units which represent Whitehalls interest in Co-Investment Partners or (ii) sell the Company in its
entirety. If the Company elects not to redeem the Class B Membership Units, it must appoint Goldman Sachs & Co. as its sole and exclusive agent for a period of one year to seek to sell the Company at a price extrapolated from the price
Whitehall established for its interest in Co-Investment Partners. In addition, on June 18, 2010, if the Company has not been sold pursuant to sale right above or otherwise, the Company shall appoint Goldman Sachs & Co. as its sole
agent to seek to sell the Company at the best price obtainable unless Whitehall and Co-Investment Partners both agree not to sell the Company or to postpone such sale. For purposes of the diluted membership unit calculation, it is assumed that the
redemption of Whitehalls interest or sale of the property will be consummated at fair value. As of March 31, 2009, Whitehall has not exercised its sale right under this agreement.

5. MEMBERSHIP INTERESTS

In connection with and
immediately prior to the Acquisition, the Company issued Class A Membership Units (Class A Units) to Co-Investment Voteco and Voteco on a pro rata basis in proportion to the equity contributions made by each entity. In addition, the
Company issued Class B Membership Units (Class B Units and together with the Class A Units, the Membership Units) to Co-Investment Partners and to Holdings, on a pro rata basis in proportion to the equity contributions
made by each entity. All of these entities are existing affiliates of the Company. Pursuant to the Companys Operating Agreement (Operating Agreement) and following receipt of all required approvals from the Nevada Gaming
Commission, Co-Investment Voteco transferred certain Class A Units to Whitehall Voteco, and as a result, Whitehall Voteco joined the Company as a member and became a party to the Operating Agreement effective July 19, 2006. Pursuant to an
Option Agreement between Mr. Ribis, Voteco and Holdings, Mr. Ribis exercised options to acquire Class A Units and Class B Units directly from Voteco and Holdings, respectively, and as a result, Mr. Ribis joined the Company as a
member and became a party to the Operating Agreement effective November 21, 2006.

As of March 31, 2009, Voteco owns 0.585
Class A Units, Co-Investment Voteco owns 0.30 Class A Units, Whitehall Voteco owns 0.60 Class A Units and Mr. Ribis owns 0.015 Class A Units. In addition, as of March 31, 2009, Holdings owns 585,000 Class B Units,
Co-Investment Partners owns 900,000 Class B



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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



Units and Mr. Ribis owns 15,000 Class B Units. Pursuant to the Operating Agreement, holders of Class A Units are entitled to one vote per unit in
all matters to be voted on by voting members of the Company. Holders of Class B Units are not entitled to vote, except as otherwise expressly required by law.

At the time of the closing of the Acquisition, a Transfer Restriction Agreement was executed by and among Thomas J. Barrack, Jr. (Mr. Barrack), Mr. Ribis, Co-Investment Partners and Co-Investment
Voteco (the Co-Investment Transfer Restriction Agreement) and a Transfer Restriction Agreement was executed by and among Mr. Barrack, Voteco and Holdings (the Voteco Transfer Restriction Agreement). At the time of the
transfer of certain Class A Units to Whitehall Voteco from Co-Investment Voteco, a Transfer Restriction Agreement was executed by and among Stuart Rothenberg (Mr. Rothenberg), Brahm Cramer (Mr. Cramer) and Jonathan
Langer (Mr. Langer) and together with Mr. Rothenberg and Mr. Cramer, the Whitehall Voteco Members, Whitehall Voteco and Co-Investment Partners (the Whitehall Voteco Transfer Restriction Agreement). As of
March 9, 2009, Mr. Rothenberg resigned from Whitehall Voteco.

The Companys Class A Units issued to Co-Investment
Voteco are subject to the Co-Investment Transfer Restriction Agreement, which provides, among other things, that:



| |  |  | Co-Investment Partners has the right to acquire Class A Units from Co-Investment Voteco on each occasion that Class B Units held by Co-Investment Partners
would be transferred to a proposed purchaser who, in connection with such proposed sale, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained
from, and has made all findings, notices or declarations required to be made with, all gaming authorities under all applicable gaming laws;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A specific purchase price, as determined in accordance with the Co-Investment Transfer Restriction Agreement, will be paid to acquire the Class A Units from
Coinvestment Voteco; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Co-Investment Voteco will not transfer ownership of Class A Units owned by it except pursuant to such option of Co-Investment Partners.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

The Companys Class A Units issued to Voteco are subject to the Voteco Transfer Restriction Agreement, which provides, among
other things, that:



| |  |  | Holdings has the right to acquire Class A Units from Voteco on each occasion that Class B Units held by Holdings would be transferred to a proposed purchaser
who, in connection with such proposed sale, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained from, and has made all findings, notices or
declarations required to be made with, all gaming authorities under all applicable gaming laws;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A specific purchase price, as determined in accordance with the Voteco Transfer Restriction Agreement, will be paid to acquire the Class A Units from Voteco;
and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Voteco will not transfer ownership of Class A Units owned by it except pursuant to such option of Holdings.
| | - |  | -----------------------------------------------------------------------------------------------------------

The Companys Class A Units issued to Whitehall Voteco are subject to the Whitehall Voteco Transfer Restriction Agreement, which provides, among other things,
that:



| |  |  | Co-Investment Partners has the right to acquire Class A Units from Whitehall Voteco on each occasion that Class B Units held by Co-Investment Partners would be
transferred to a proposed purchaser who, in connection with such proposed sale, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained from,
and has made all findings, notices or declarations required to be made with, all gaming authorities under all applicable gaming laws;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A specific purchase price, as determined in accordance with the Whitehall Voteco Transfer Restriction Agreement, will be paid to acquire the Class A Units from
Whitehall Voteco; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Whitehall Voteco will not transfer ownership of Class A Units owned by it except pursuant to such option of Co-Investment Partners.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



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COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



It is currently anticipated that any future holders of the Companys Membership Units will become a party to the
Operating Agreement.

6. COMMITMENTS AND CONTINGENCIES

Letters of Credit

Beginning in 2005 and annually thereafter, the Company was required to deliver irrevocable standby
letters of credit in connection with its workers compensation insurance policies issued by its insurance carriers. In March 2009, the Company changed credit card processors, which required the Company to deliver an irrevocable standby letter
of credit to the new processing bank. The letters of credit are secured by certificates of deposits in the same notional amounts as the corresponding letters of credit. The initial expiration dates of these letters of credit are for one year and are
automatically extended for 90 days from their expiration date unless the issuing bank notifies the Company sixty days prior to such expiration dates that the letters of credit will not be renewed. As of March 31, 2009 and December 31,
2008, the certificates of deposit which secure the letters of credit total $3,538,750 and $2,538,750 respectively, and are included in restricted cash. As of March 31, 2009 and December 31, 2008, there were no amounts outstanding on the
letters of credit.

Litigation

In the
normal course of business, the Company is subject to various litigation, claims and assessments. the Company is not currently a party to any material litigation and, it is not aware of any material action, suit or proceeding against it that has been
threatened by any person.

Sales and Use Tax on Complimentary Meals

In March 2008, the Nevada Supreme Court ruled, in the matter captioned Sparks Nugget, Inc. vs. The State of Nevada Ex Rel. Department of Taxation, that food and non-alcoholic beverages purchased for use in providing
complimentary meals to customers and to employees was exempt from sales and use tax. In July 2008, the Court denied the States motion for rehearing. For the three year period ended February 2008, the Company paid use tax on these items and has
filed for refunds for the periods March 2005 through February 2008. The amount subject to these refunds, excluding interest, is approximately $1.1 million. As of March 31, 2009, the Company had not recorded a receivable related to this matter.



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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements relating to future events and future performance of the Company within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Companys expectations, beliefs, intentions or future strategies that are
signified by the words expects, anticipates, intends, believes or similar language. Actual results could differ materially from those anticipated in such forward-looking statements.

All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no
obligation to update any forward-looking statements. The Company cautions investors that its business and financial performance are subject to substantial risks and uncertainties.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the financial
statements, the related notes to financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations included in the Companys Annual Report on Form 10-K for the year ended
December 31, 2008 and the unaudited interim condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Overview

The following discussion of the Companys results of operations compares the three
months ended March 31, 2009 to the three months ended March 31, 2008.

Casino revenue is derived primarily from patrons wagering
on slot machines, table games and other gaming activities. Table games generally include Blackjack or Twenty One, Craps, Baccarat and Roulette. Other gaming activities include the Race and Sports Book. Casino revenue is defined as the win from
gaming activities, computed as the difference between gaming wins and losses, not the total amounts wagered. Table game volume, table game drop (terms which are used interchangeably), and slot handle are casino
industry specific terms that are used to identify the amount wagered by patrons for a casino table game or slot machine, respectively. Table game hold and slot hold represent the percentage of the total amount wagered by
patrons that the casino has won. Hold is derived by dividing the amount won by the casino by the amount wagered by patrons. Casino revenue is recognized at the end of each gaming day.

Casino revenues vary from time to time due to general economic conditions, popularity of entertainment offerings, table game hold, slot hold, and
occupancy percentages in the hotels. Casino revenues also vary depending upon the amount of gaming activity as well as variations in the odds for different games of chance. The Hotel also uses technology, such as cashless wagering on slot machines,
to increase revenues and/or decrease expenses. Casino revenues, room revenues, food and beverage revenues and other revenues vary due to general economic conditions and competition.

Room revenue is derived from rooms and suites rented to guests. Average daily rate is an industry specific term used to define the average
amount of revenue per rented room per day. Occupancy percentage defines the total percentage of rooms occupied, and is computed by dividing the number of rooms occupied by the total number of rooms available. Room revenue is recognized
at the time the room is provided to the guest.

Food and beverage revenues are derived from food and beverage sales in the food outlets of
the Hotel, including restaurants, room service and banquets. Food and beverage revenue is recognized at the time the food and/or beverage is provided to the guest.

Other revenue includes retail sales, entertainment sales, telephone and other miscellaneous income at the Hotel. Such revenue is recognized at the time the goods or services are provided to the guest.



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Summary Financial Information

The Hotel offers hotel, gaming, dining, entertainment, retail and spa amenities at one location in Las Vegas and under one operating segment. Approximately 35% of the Hotels gross revenue is derived from gaming,
while 34% is derived from room revenue. Room revenue is significant because of the Hotels location next to the Las Vegas Convention Center and its related emphasis on the group, convention, and trade show business.

The following table summarizes the Hotels results of operations (in thousands):



|                 |  |                              |        |      |   |       
|---------------- |  | ---------------------------- | ------ | ---- | - | ------
|                 |  | Three Months Ended March 31,
|                 |  | 2009                         |        | 2008
|Net revenues     |  | $                            | 60,092 |      | $ | 80,617
|Operating income |  | $                            | 5,279  |      | $ | 11,016
|Net income       |  | $                            | 3,026  |      | $ | 6,628 

Comparison of the Three Months Ended March 31, 2009 with the Three Months Ended March 31, 2008

Revenue Information

The breakdown of the Propertys net revenue is as follows (dollars in thousands):



|                            |  |                              |        |   |      |   |        |               |  |       |   
|--------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | ------------- |  | ----- | --
|                            |  | Three Months Ended March 31, |       
|                            |  | 2009                         |        |   | 2008 |   |        | PercentChange | 
|Casino                      |  | $                            | 23,455 |   |      | $ | 26,435 |               |  | (11.3 | )%
|Rooms                       |  |                              | 22,743 |   |      |   | 34,706 |               |  | (34.5 | )%
|Food and beverage           |  |                              | 16,483 |   |      |   | 21,483 |               |  | (23.3 | )%
|Other                       |  |                              | 3,940  |   |      |   | 6,141  |               |  | (35.8 | )%
|                            |  |                              |        |   |      |   |        |               |  |       |   
|                            |  |                              | 66,621 |   |      |   | 88,765 |               |  | (24.9 | )%
|Less- promotional allowance |  |                              | (6,529 | ) |      |   | (8,148 | )             |  | (19.9 | )%
|                            |  |                              |        |   |      |   |        |               |  |       |   
|Total net revenues          |  | $                            | 60,092 |   |      | $ | 80,617 |               |  | (25.5 | )%
|                            |  |                              |        |   |      |   |        |               |  |       |   

Casino

Casino revenue decreased $3.0 million, or 11.3%, to $23.5 million for the quarter ended March 31, 2009, compared to $26.4 million for the quarter ended March 31, 2008. The decrease in casino revenue was
primarily due to a decrease in table and slot drop during the period. The downturn in the economy has reduced the amount wagered by guests during the first quarter ended March 31, 2009 compared to the first quarter ended March 31, 2008.
The shortfall in table games volume was somewhat offset by a favorable variance in table games win percentage. A shift of marketing from higher worth table game patrons in the first quarter of 2009 has yielded less volatility in our table games win
percentages when compared to the first quarter of 2008. Other gaming revenue increased approximately $2.0 million for the quarter ended March 31, 2009 over the quarter ended March 31, 2008. The increase was primarily due to favorable win
percentages for the race and sports book.

The Casino operating department margin was 31.4% for the quarter ended March 31, 2009
compared to an operating department margin of 22.4% for the quarter ended March 31, 2008. The increase in operating efficiency was primarily a result of savings in labor and benefits and casino marketing expenses from quarter to quarter.

Rooms

For the quarter ended
March 31, 2009, room revenue was $22.7 million, a decrease of $12.0 million from the quarter ended March 31, 2008. The decrease is attributable to both a decrease in average daily rate (ADR) and occupied room nights for the quarter ended
March 31, 2009 compared to ADR and occupied room nights for the quarter ended March 31, 2008.



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##### Table of Contents

The Room operating department margin decreased to 69.6% for the three months ended March 31, 2009
compared to 75.3% for the three months ended March 31, 2008. The decrease in operating margin was a result of lower room rates.

Food and Beverage

Food and beverage revenue for the quarter ended March 31, 2009 was $16.5 million compared to $21.5 million for the quarter ended
March 31, 2008 representing a decrease of $5.0 million or 23.3%. The decreased revenue was primarily due to decreased banquets and catering and room service caused by fewer convention groups and travelers.

Food and beverage operating margins increased from 32.7% during the quarter ended March 31, 2008 to 35.5% during the quarter ended March 31,
2009. Cost savings from changes in restaurant operating hours and staff scheduling have resulted in an increase in operating efficiencies.

Other

Other revenue includes retail sales, entertainment sales and miscellaneous income. Other revenue was approximately $3.9 million for the
quarter ended March 31, 2009 or $2.2 million less than Other revenue reported for the quarter ended March 31, 2008. The decrease was due to fewer entertainment acts scheduled for the quarter ended March 31, 2009 compared to the
quarter ended March 31, 2008 and lower revenue from hotel amenities such as retail, the spa and the business center.

Operating
Cost and Expense Information

The breakdown of the Propertys operating costs and expenses is as follows (dollars in
thousands):



|                            |  |                              |        |      |   |               |  |       |   
|--------------------------- |  | ---------------------------- | ------ | ---- | - | ------------- |  | ----- | --
|                            |  | Three Months Ended March 31, |       
|                            |  | 2009                         |        | 2008 |   | PercentChange | 
|Casino                      |  | $                            | 16,098 |      | $ | 20,506        |  | (21.5 | )%
|Rooms                       |  |                              | 6,907  |      |   | 8,560         |  | (19.3 | )%
|Food and beverage           |  |                              | 10,628 |      |   | 14,453        |  | (26.5 | )%
|Other                       |  |                              | 2,457  |      |   | 3,659         |  | (32.9 | )%
|General and administrative  |  |                              | 13,485 |      |   | 17,371        |  | (22.4 | )%
|Depreciation & amortization |  |                              | 5,238  |      |   | 5,052         |  | 3.7   | % 
|                            |  |                              |        |      |   |               |  |       |   
|Total                       |  | $                            | 54,813 |      | $ | 69,601        |  | (21.2 | )%
|                            |  |                              |        |      |   |               |  |       |   

Operating Expenses

Operating expenses decreased $14.8 million for the quarter ended March 31, 2009 compared to the quarter ended March 31, 2008. The decrease is primarily due to reduced labor and benefits and volume related
expenses such as cost of sales, laundry and credit card commissions.

Depreciation and amortization was relatively flat for the quarter
ended March 31, 2009 compared to the quarter ended March 31, 2008.

Interest Expense

For the quarter ended March 31, 2009, interest expense totaled $2.3 million. For the quarter ended March 31, 2008, interest expense totaled $4.4
million. The decrease was due to lower LIBOR rates for the months in the quarter ended March 31, 2009 compared to the months in the quarter ended March 31, 2008.

Liquidity and Capital Resources

Cash flows of the Company for the three months ended March 31,
2009 compared to the three months ended March 31, 2008 consisted of the following:

Cash FlowOperating Activities

Cash flow provided by operations was $5.9 million for the three months ended March 31, 2009 compared to $4.6 million provided by
operations for the three months ended March 31, 2008 an increase of



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##### Table of Contents

$1.3 million. The cash flow provided by operations from lower net income for the first quarter of 2009 compared to the first quarter of 2008 was offset by
reduced accounts receivable between the two periods. Reduced current liabilities for the first quarter of 2009 compared to the first quarter of 2008 increased cash flow from operating activities.

As of March 31, 2009, the Company had cash and equivalents of $35.0 million of which $5.8 million was cash in the casino to fund daily operations.
For the remainder of 2009, the Company expects to fund property operations, capital expenditures, and debt service requirements from existing cash balances and operating cash flow.

Cash FlowsInvesting Activities

For the quarter ended March 31, 2009, the Company completed numerous maintenance capital projects. The Company expended approximately $1.4 million on capital projects for the three months and expects to spend nominal amounts on capital
expenditure projects in 2009. Any additional 2009 capital expenditure projects will be financed from existing cash balances and 2009 operating cash flow.

The Company also restricted $1.9 million of cash. The restriction was required by our new credit card processor. In addition, certain escrow and reserve accounts have increased as required by our term loan.

Cash FlowsFinancing Activities

The Company received approximately $5.1 million in additional funding during the first quarter of 2008 from the Term Loan. The Term Loan had an original funding of $209 million and was subject to future funding to a
maximum of $250 million. As of March 31, 2009, there is no additional funding available on the Term Loan.

Interest on the Term Loan
accrues at a rate of one month LIBOR plus 2.9%. The Term Loan provides for no amortization during the term. The Term Loan is collateralized by a first priority deed of trust on the Hotel.

Pursuant to the terms of the Term Loan, the Company purchased an interest rate cap with LIBOR strike rate of 5.75% for the first two years of the Term
Loan and an interest rate cap with LIBOR strike rate of 6.25% for any extension periods.

The Term Loan had an original expiration date of
May 10, 2008. Upon the satisfaction of certain conditions, the Term Loan provides for three, one year extensions. The Company exercised the first extension option in 2008. The Company intends to exercise the second one-year extension in 2009.
In order to exercise this extension, the Company will be required to 1) obtain a new extension interest rate cap agreement, 2) pay an extension fee and any out-of-pocket expenses incurred by the lender and 3) meet certain debt yield benchmarks. The
debt yield benchmarks will be based on results of operations through March 31, 2009. If the Company is unable to meet any of the above noted conditions, the Company would be required to refinance the Term Loan.

Other Factors Affecting Liquidity

While the Company believes that the cash provided by its cash flows from operations together with cash on hand will be adequate to fund its activities, including the capital expenditures that the Company plans to make, no assurances can be
made that such sources will be sufficient to meet such requirements. Covenants under the Term Loan restrict the Companys future borrowing capacity. However, subject to certain conditions, the Term Loan does permit the Company to incur
additional debt to fund working capital. If circumstances warrant, the Company may seek a working capital line of credit.

A further
downturn in the economy, increase in revenue or wagering taxes, acts of terrorism, war or military actions would impact the Companys operations and negatively impact its cash flows from operations. If this were to occur, the Company would be
required to adjust its capital spending plans.



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##### Table of Contents

Contractual Obligation and Other Commitments

The following table summarizes the Companys contractual obligations and commitments (amount in thousands):



|                               |  |                        |        |           |   |          |  |                  |    |       |   |   |  |   |        
|------------------------------ |  | ---------------------- | ------ | --------- | - | -------- |  | ---------------- | -- | ----- | - | - |  | - | -------
|                               |  | Payments Due by Period
|                               |  | Less than1 Year        |        | 1-3 Years |   | 3-5Years |  | More than5 Years |    | Total
|                               |  | (In Thousands)        
|Long-Term Debt Obligation      |  |                        |        |           |   |          |  |                  |    |       |   |   |  |   |        
|Term Loan (a)                  |  | $                      |       |           | $ | 250,000  |  | $                |   |       | $ |  |  | $ | 250,000
|Variable interest payments (b) |  |                        | 8,550  |           |   | 1,069    |  |                  |   |       |   |  |  |   | 9,619  
|Contractual Obligations        |  |                        |        |           |   |          |  |                  |    |       |   |   |  |   |        
|Employment agreements (c)      |  |                        | 1,609  |           |   | 804      |  |                  |   |       |   |  |  |   | 2,413  
|Licensing agreement (d)        |  |                        |       |           |   |         |  |                  |   |       |   |  |  |   |       
|Operating leases(e)            |  |                        | 327    |           |   | 487      |  |                  | 21 |       |   |   |  |   | 835    
|Entertainment contracts (f)    |  |                        | 6,240  |           |   |         |  |                  |   |       |   |  |  |   | 6,240  
|                               |  |                        |        |           |   |          |  |                  |    |       |   |   |  |   |        
|                               |  | $                      | 16,726 |           | $ | 252,360  |  | $                | 21 |       | $ |  |  | $ | 269,107
|                               |  |                        |        |           |   |          |  |                  |    |       |   |   |  |   |        



|(a) | The Term Loan, with an initial funding of $209,200,000 originated May 11, 2006. The Company has drawn an additional $40.8 million under the Term Loan and as of March 31,
2009, the outstanding balance on the term loan was $250,000,000. The loan accrues interest at a rate of 2.9% plus one-month LIBOR which totaled 3.42% at March 31, 2009. The loan had an original two-year term and three, one-year extensions. The
exercised the first, one-year extension and now has a due date of June 2, 2009. There is no additional funding available. The loan is collateralized by a first priority deed of trust on the property and has no amortization prior to maturity.
The above commitment schedule assumes the loan will be extended for another year.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Based on March 31, 2009 LIBOR rate of 0.52% plus the applicable interest rate.
|--- | ------------------------------------------------------------------------------

|(c) | The Company is party to employment agreements with 18 of its senior executives, with terms of one to three years.
|--- | -----------------------------------------------------------------------------------------------------------------

|(d) | The Company signed a new agreement with Hilton commencing January 1, 2009. The agreement expires December 31, 2015 and allows the Hotel to use the Hilton name, advertise
on the Hilton Hotels website, and utilize the Hilton reservation system and other Hilton amenities. In exchange, the Hotel is required to make certain capital improvements and will pay varying percentage fees of Food and Beverage Revenue (as defined
in the agreement) and Hotel Revenue (as defined in the agreement) and also is obligated to participate in the HHonors ProgramTM reward
program. For the year ending December 31, 2009 the Company will expense 1% of defined Food and Beverage and 4.25% of defined Hotel Revenue in accordance with this agreement. For the three months ended March 31, 2009, $1.2 million was
expensed in accordance with this agreement.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | The Company is party to operating leases for office and telephone equipment with original terms of three to five years.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(f) | The Company is party to certain contracts to retain specific entertainers for recurring performances. These agreements expire during 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

The Company is not
currently subject to any off-balance sheet arrangements which it believes will have a material adverse impact on its financial condition.

Debt
Instruments

The following table provides information about the Companys long-term debt at March 31, 2009 (amounts in
thousands):



|          |  |              |  |            |         |               |   |                     |  |   |        
|--------- |  | ------------ |  | ---------- | ------- | ------------- | - | ------------------- |  | - | -------
|          |  | MaturityDate |  | Faceamount |         | Carryingvalue |   | Estimatedfair value
|Term Loan |  | June 2009    |  | $          | 250,000 |               | $ | 250,000             |  | $ | 212,500
|          |  |              |  |            |         |               |   |                     |  |   |        

The Term Loan originated May 11, 2006 and had an initial principal amount of $209.2 million
with interest accruing at a rate of one month LIBOR plus 2.9%. The initial term was two years with three, one-year extension options. The Term Loan contains certain restrictions that, among other things, limit the ability of the Company to incur
additional indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell assets of the Company without prior approval of the lenders or noteholders. The Company has notified
the lender of its intent to exercise its right to extend the loan for one year.

Litigation Contingencies and Available Resources

In the normal course of business, the Company is subject to various litigation, claims and assessments. The Company is not currently a party to any
material litigation and it is not aware of any material action, suit or proceedings against it that has been threatened by any person.



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Critical Accounting Policies

Significant Accounting Policies and Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States. Certain of its accounting policies, including the determination of slot club promotion
liability, the estimated useful lives assigned to its assets, asset impairment, insurance reserves, and allowance for doubtful accounts require that it apply significant judgment in defining the appropriate assumptions for calculating financial
estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Companys judgments are based on its historical experience, terms of existing contracts, observance of trends in the gaming industry and
information available from other outside sources. There can be no assurance that actual results will not differ from the Companys estimates. To provide an understanding of the methodology the Company applies, its significant accounting
policies and basis of presentation are discussed below, as well as where appropriate in this discussion and analysis and in the notes to the Companys financial statements.

Slot Club Promotions

The
Companys Slot Club allows customers to redeem points earned from their gaming activity for cash and complimentary food, beverage, rooms, entertainment and merchandise. At the time redeemed, the retail value of complimentaries is recorded as
revenue with a corresponding offsetting amount included in promotional allowances. The cost associated with complimentary food, beverage, rooms, entertainment and merchandise redeemed is recorded in casino costs and expenses. The Company also
records a liability for the estimated cost of the outstanding points that it believes will ultimately be redeemed.

Self-Insurance
Reserve

The Company is self insured up to certain stop loss amounts for workers compensation and guest liability claims. In
estimating this accrual, the Company considers historical loss experience and makes judgments about the expected levels of costs per claim. The Company believes its estimates of future liability are reasonable based upon its methodology; however,
changes in accident frequency and severity and other factors could materially affect the estimate for this liability.

Derivative
Investments and Hedging Activities

The Companys Term Loan requires it to enter into interest rate caps in order to manage
interest rate risks associated with this borrowing. The Company has adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (as amended by SFAS No. 138 and 149) to account for its interest rate cap
arrangement.

Allowance for Doubtful Accounting Reserves

The Companys receivables balances relate primarily to its hotel and casino operations. The Company reserves an estimated amount for receivables that
may not be collected. The Company estimates the allowance for doubtful accounts by applying standard reserve percentages to aged account balances under a specific dollar amount and specifically analyzing the collectability of each account with a
balance over the specified dollar amount, based on the age of the account, the customers financial condition, collection history and any other known information.

Property and Equipment

Property and equipment are stated at cost. Depreciation and
amortization are computed using the straight-line method over the estimated useful lives of the assets, while costs of normal repairs and maintenance are charged to expense as incurred.

Recent Accounting Pronouncements

In
September 2006, the Financial Accounting Standards Board (the FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. This statement defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value measurements under other accounting pronouncements that require or permit fair value measurements. Accordingly, this statement does not require any new fair value
measurements. In February 2008, the



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FASB issued FASB Staff Position FAS 157-2, which defers the effective date of SFAS 157 for non-financial assets and liabilities that are recognized or
disclosed at fair value in the entitys financial statements on a recurring basis to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. The Company partially adopted the provisions of SFAS 157
effective January 1, 2008 and the remaining provisions of SFAS 157 on January 1, 2009. The adoption of this statement did not have a material impact on the Companys financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activities, an amendment of SFAS
No. 133. SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys
financial position, financial performance, and cash flows. This statement was adopted by the Company effective January 1, 2009. SFAS No. 161 did not have a material impact on the Companys financial position, results of operations or cash
flows.

In January 2009, the FASB released Proposed Staff Position SFAS 107-b and Accounting Principles Board (APB) Opinion No. 28-a,
Interim Disclosures about Fair Value of Financial Instruments (SFAS 107-b and APB 28-a). This proposal amends FASB Statement No. 107, Disclosures about Fair Values of Financial Instruments, to require disclosures
about fair value of financial instruments in interim financial statements as well as in annual financial statements. The proposal also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all
interim financial statements. This proposal is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company plans to adopt SFAS 107-b and
APB 28-a and provide the additional disclosure requirements for second quarter 2009.

In March 2009, the FASB released Proposed Staff
Position SFAS 157-e, Determining Whether a Market Is Not Active and a Transaction Is Not Distressed (SFAS 157-e). This proposal provides additional guidance in determining whether a market for a financial asset is not active and a
transaction is not distressed for fair value measurement purposes as defined in SFAS 157, Fair Value Measurements. SFAS 157-e is effective for interim periods ending after June 15, 2009, but early adoption is permitted for
interim periods ending after March 15, 2009. The Company plans to adopt the provisions of SFAS 157-e during second quarter 2009, but does not believe this guidance will have a significant impact on the Companys financial position,
cash flows, or disclosures.

In March 2009, the FASB issued Proposed Staff Position SFAS 115-a, SFAS 124-a, and EITF 99-20-b,
Recognition and Presentation of Other-Than-Temporary Impairments. This proposal provides guidance in determining whether impairments in debt securities are other than temporary, and modifies the presentation and disclosures
surrounding such instruments. This Proposed Staff Position is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company plans to adopt
the provisions of this Proposed Staff Position during second quarter 2009, but does not believe this guidance will have a significant impact on the Companys financial position, cash flows, or disclosures.



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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market risk is the risk of loss from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. The Companys primary exposure to market risk is interest rate risk
associated with its variable rate long-term debt. If LIBOR were to increase 100 basis points and there were no additional borrowings, interest expense would increase approximately $2.5 million for the year ending December 31, 2009. The Company
attempts to manage its interest rate risk by entering into interest rate cap agreements. The Company does not hold or issue financial instruments for trading purposes and does not enter into derivative transactions that would be considered
speculative positions. The derivative financial instruments consist exclusively of interest rate cap agreements. Differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expenses.

To manage counterparty credit risk in interest rate cap agreements, the Company only enters into agreements with highly rated institutions that can be
expected to perform under terms of such agreements.



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|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Our management, including
our Executive Vice President of Finance and our Chief Executive Officer and General Manager, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
Rules 13(a)  15(e) and 15(d)  15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on this evaluation, our principal executive and principal financial
officers concluded our disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in our SEC reports. There has been no change in our internal control over financial reporting
(as defined in Rules 13(a)  15(e) and 15(d)  15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



|ITEM 6. | EXHIBITS
|------- | --------



|              |  |                                                                                                                                                                                                                                                                    
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  |                                                                                                                                                                                                                                                                    
|2.1           |  | Purchase and Sale Agreement, dated as of December 24, 2003, by and among Colony Resorts LVH Acquisitions, LLC, LVH Corporation and Caesars Entertainment Corporation*                                                                                              
|              | 
|3.1           |  | Articles of Organization, dated as of December 18, 2003, for Colony Resorts LVH Acquisitions, LLC*                                                                                                                                                                 
|              | 
|3.2           |  | Operating Agreement, dated as of December 22, 2003, for Colony Resorts LVH Acquisitions, LLC*                                                                                                                                                                      
|              | 
|3.3           |  | Amended and Restated Operating Agreement, dated June 18, 2004, for Colony Resorts LVH Acquisitions, LLC+                                                                                                                                                           
|              | 
|3.4           |  | Amendment No. 1 to the Amended and Restated Operating Agreement, dated July 23, 2004, for Colony Resorts LVH Acquisitions, LLC****                                                                                                                                 
|              | 
|3.5           |  | Amendment to Articles of Organization, dated June 25, 2004, for Colony Resorts LVH Acquisitions, LLC******                                                                                                                                                         
|              | 
|10.1          |  | Deposit Escrow Agreement, dated as of December 24, 2003, by and among LVH Corporation, Colony Resorts LVH Acquisitions, LLC and Nevada Title Company*                                                                                                              
|              | 
|10.2          |  | Coinvestment Transfer Restriction Agreement, dated June 18, 2004, by and among Mr. Barrack, Mr. Ribis, Co-Investment Partners and Coinvestment Voteco+                                                                                                             
|              | 
|10.3          |  | Transfer Restriction Agreement, dated June 18, 2004, by and among Mr. Barrack, Holdings and Voteco+                                                                                                                                                                
|              | 
|10.4          |  | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Rodolfo Prieto*                                                                                                                                           
|              | 
|10.5          |  | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser*                                                                                                                                      
|              | 
|10.6          |  | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino*                                                                                                                                       
|              | 
|10.7          |  | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Rodolfo Prieto*                                                                                                                                              
|              | 
|10.8          |  | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser*                                                                                                                                         
|              | 
|10.9          |  | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino*                                                                                                                                          
|              | 
|10.10         |  | Employment Agreement, dated as of May 17, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Gonzalo De Varona.***                                                                                                                                      
|              | 
|10.11         |  | Employment Agreement, dated as of April 12, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Stewart.***                                                                                                                                       
|              | 
|10.12         |  | Vice Chairman Agreement, dated June 18, 2004, between Colony Resorts LVH Acquisitions, LLC and Nicholas L. Ribis.****                                                                                                                                              
|              | 
|10.13         |  | Colony Resorts LVH Acquisitions, LLC 2004 Incentive Plan****                                                                                                                                                                                                       
|              | 
|10.14         |  | Loan Agreement, dated June 18, 2004, by and between Colony Resorts LVH Acquisition, LLC and Archon Financial, L.P.+                                                                                                                                                
|              | 
|10.15         |  | Sale Right Agreement, dated June 18, 2004, by and among Colony Resorts LVH Acquisitions, LLC, Colony Resorts LVH Holdings, LLC, Colony Resorts LVH Coinvestment Voteco, LLC, Colony Resorts LVH
Voteco, LLC and Colony Resorts LVH Co-Investment Partners, L.P.****
|              | 
|10.16         |  | Services Agreement, dated June 18, 2004, between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel and Casino, Inc.****                                                                                                                         
|              | 
|10.17         |  | Joint Marketing Agreement, by and between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel, Inc.****                                                                                                                                           
|              | 
|10.18         |  | Joint Services Agreement, by and between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel, Inc.****                                                                                                                                            
|              | 
|10.19         |  | Employment Agreement, dated as of May 11, 2003, between LVH Corporation and Thomas Page.****                                                                                                                                                                       
|              | 
|10.20         |  | Addendum to Employment Agreement, dated as of June 22, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Thomas Page.****                                                                                                                              
|              | 
|10.21         |  | Addendum to Employment Agreement, dated as of April 28, 2006, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser ++                                                                                                                       
|              | 
|10.22         |  | Addendum to Employment Agreement, dated as of April 28, 2006, by and between Colony Resorts LVH Acquisitions, LLC and Ken Ciancimino ++                                                                                                                            
|              | 
|10.23         |  | Loan Agreement dated as of May 11, 2006, between Colony Resorts LVH Acquisitions, LLC and Goldman Sachs Commercial Mortgage Capital, L.P. +++                                                                                                                      



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|              |  |                                                                                                                                                                           
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  |                                                                                                                                                                           
|10.24         |  | First Amendment to the Colony Resorts LVH Acquisitions, LLC 2004 Incentive Plan ++++                                                                                      
|              | 
|10.25         |  | Amended and Restated Joint Services Agreement, dated as of April 26, 2005 by and between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel, Inc. +++++ 
|              | 
|10.26         |  | Amended and Restated Joint Marketing Agreement, dated as of April 26, 2006 by and between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel, Inc. +++++
|              | 
|10.27         |  | Employment Agreement dated as of October 15, 2007 by and between Colony Resorts LVH Acquisition, LLC and Joseph DeRosa ++++++                                             
|              | 
|10.28         |  | Amended and Restated License Agreement dated as of January 1, 2009 by and between Colony Resorts LVH Acquisitions, LLC and HLT Existing Franchise Holding, LLC+++++++     
|              | 
|10.29         |  | Second Addendum to Employment Agreement dated as of December 8, 2008 by and between Colony Resorts LVH Acquisitions, LLC and Robert E. Schaffhauser++++++++               
|              | 
|10.30         |  | Second Addendum to Employment Agreement dated as of December 8, 2008 by and between Colony Resorts LVH Acquisitions, LLC and Kenneth M. Ciancimino++++++++                
|              | 
|14.1          |  | Code of Ethics*******                                                                                                                                                     
|              | 
|31.1          |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                 
|              | 
|31.2          |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                 
|              | 
|32.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                   
|              | 
|32.2          |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                   



METHOD OF FILING



|        |  |                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|*       |  | Incorporated by reference to the Registrants Form 10, filed March 15, 2004 (File Number 0-50635).                                 
|        | 
|**      |  | Incorporated by reference to the Registrants Amendment No. 1 to Form 10, filed April 26, 2004 (File Number 0-50635).              
|        | 
|***     |  | Incorporated by reference to the Registrants Post-Effective Amendment No. 1 to Form 10, filed June 17, 2004 (File Number 0-50635).
|        | 
|+       |  | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, filed June 28, 2004 (File Number 0-50635).            
|        | 
|****    |  | Incorporated by reference to Registrants Post-Effective Amendment No. 2 to Form 10 filed August 13, 2004 (File Number 0-50635).   
|        | 
|*****   |  | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed August 23, 2004 (File Number 0-50635).               
|        | 
|******  |  | Incorporated by reference to Registrants Quarterly Report on Form 10-Q/A filed September 9, 2004 (File Number 0-50635).           
|        | 
|******  |  | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed November 15, 2004 (File Number 0-50635).             
|        | 
|******* |  | Incorporated by reference to Registrants Annual Report on Form 10-K filed March 31, 2004 (File Number 000-50635)                  
|        | 
|++      |  | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed August 14, 2006.                                     
|        | 
|+++     |  | Incorporated by reference to Registrants Current Report on Form 8-K, filed May 19, 2006.                                          



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|         |  |                                                                                                                  
|-------- |  | -----------------------------------------------------------------------------------------------------------------
|++++     |  | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed November 14, 2006                  
|         | 
|+++++    |  | Incorporated by reference to Registrants Annual Report on Form 10-K filed March 30, 2007 (File Number 000-50635)
|         | 
|+++++++  |  | Incorporate by reference to Registrants Current Report on Form 8-K filed January 5, 2009                        
|         | 
|++++++++ |  | Incorporated by reference to Registrants Annual Report on Form 10-K filed March 26, 2009 (File Number 000-50635)



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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.



|                   |  |                                      |  |                                            
|------------------ |  | ------------------------------------ |  | -------------------------------------------
|                   |  | COLONY RESORTS LVH ACQUISITIONS, LLC
|                   |  |                                     
|Date: May 13, 2009 |  | By:                                  |  | /s/ Rodolfo Prieto                         
|                   |  |                                      |  | Rodolfo Prieto                             
|                   |  |                                      |  | Chief Executive Officer and General Manager
|                   |  |                                     
|Date: May 13, 2009 |  | By:                                  |  | /s/ Robert Schaffhauser                    
|                   |  |                                      |  | Robert Schaffhauser                        
|                   |  |                                      |  | Executive Vice President of Finance        



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