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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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

For the quarterly period ended June 30, 2006

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



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COLONY RESORTS LVH ACQUISITIONS, LLC

(Exact Name of Registrant as Specified in its Charter)



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|                                               |  |                                        
|---------------------------------------------- |  | ---------------------------------------
|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)



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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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act.

Large Accelerated Filer ̈Accelerated Filer ̈Non-accelerated
filer  x

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

As of August 4, 2006, there were 1.50 Class A Membership Units of Colony Resorts LVH Acquisitions LLC issued and outstanding.



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##### Table of Contents

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:                                     |  |     
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED STATEMENTS OF FINANCIAL POSITION                                  |  | 1   
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED STATEMENTS OF OPERATIONS                                          |  | 2   
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS                                          |  | 4   
|           |  |                                                                                      
|           |  | NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                                     |  | 5   
|           |  |                                                                                      
|ITEM 2.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 9   
|           |  |                                                                                      
|ITEM 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                             |  | 18  
|           |  |                                                                                      
|ITEM 4.    |  | CONTROLS AND PROCEDURES                                                               |  | 18  
|           |  |                                                                                      
|           |  | PART II.OTHER INFORMATION                                                             |  | 19  
|           |  |                                                                                      
|ITEM 6.    |  | EXHIBITS                                                                              |  | 19  
|           | 
|SIGNATURES |  | 21                                                                                   



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

CONDENSED STATEMENTS OF FINANCIAL POSITION

(in thousands)



|                                                                                                                       |  |               |         |                   |   |        
|---------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- | - | -------
|                                                                                                                       |  | June 30, 2006 |         | December 31, 2005
|                                                                                                                       |  | (Unaudited)   |         | *                
|Assets                                                                                                                 |  |               |         |                   |   |        
|CURRENT ASSETS:                                                                                                        |  |               |         |                   |   |        
|Cash and equivalents                                                                                                   |  | $             | 17,325  |                   | $ | 17,218 
|Restricted cash                                                                                                        |  |               | 2,573   |                   |   | 2,278  
|Accounts receivable, net of allowance for doubtful accounts of $2,790 at June 30, 2006 and $2,376 at December 31,
2005 |  |               | 17,201  |                   |   | 18,415 
|Due from affiliates                                                                                                    |  |               |        |                   |   | 2,370  
|Inventories                                                                                                            |  |               | 2,801   |                   |   | 3,099  
|Prepaid expenses and other current assets                                                                              |  |               | 8,056   |                   |   | 5,285  
|                                                                                                                       |  |               |         |                   |   |        
|Total current assets                                                                                                   |  |               | 47,956  |                   |   | 48,665 
|PROPERTY AND EQUIPMENT, NET                                                                                            |  |               | 319,408 |                   |   | 312,967
|RESTRICTED CASH                                                                                                        |  |               | 7,229   |                   |   | 5,471  
|OTHER ASSETS, NET                                                                                                      |  |               | 4,738   |                   |   | 2,596  
|                                                                                                                       |  |               |         |                   |   |        
|Total assets                                                                                                           |  | $             | 379,331 |                   | $ | 369,699
|                                                                                                                       |  |               |         |                   |   |        
|Liabilities and Members Equity                                                                                        |  |               |         |                   |   |        
|CURRENT LIABILITIES:                                                                                                   |  |               |         |                   |   |        
|Accounts payable                                                                                                       |  | $             | 6,551   |                   | $ | 12,849 
|Accrued expenses                                                                                                       |  |               | 31,071  |                   |   | 36,204 
|Due to affiliates                                                                                                      |  |               | 222     |                   |   |       
|                                                                                                                       |  |               |         |                   |   |        
|Total current liabilities                                                                                              |  |               | 37,844  |                   |   | 49,053 
|TERM LOAN                                                                                                              |  |               | 216,278 |                   |   | 200,000
|                                                                                                                       |  |               |         |                   |   |        
|Total liabilities                                                                                                      |  |               | 254,122 |                   |   | 249,053
|                                                                                                                       |  |               |         |                   |   |        
|COMMITMENTS AND CONTINGENCIES (Note 6)                                                                                 |  |               |         |                   |   |        
|REDEEMABLE MEMBERS EQUITY                                                                                             |  |               | 60,000  |                   |   | 60,000 
|MEMBERS EQUITY                                                                                                        |  |               | 65,209  |                   |   | 60,646 
|                                                                                                                       |  |               |         |                   |   |        
|Total liabilities and members equity                                                                                  |  | $             | 379,331 |                   | $ | 369,699
|                                                                                                                       |  |               |         |                   |   |        

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|* | 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 OPERATIONS

(in thousands, except unit data)



|                                                            |  |                                        |              |   |                                        |   |              |  
|----------------------------------------------------------- |  | -------------------------------------- | ------------ | - | -------------------------------------- | - | ------------ | -
|                                                            |  | For the threemonths endedJune 30, 2006 |              |   | For the threemonths endedJune 30, 2005 |  
|Revenues:                                                   |  |                                        |              |   |                                        |   |              |  
|Casino                                                      |  | $                                      | 25,219       |   |                                        | $ | 21,440       |  
|Rooms                                                       |  |                                        | 27,352       |   |                                        |   | 26,047       |  
|Food and beverage                                           |  |                                        | 19,611       |   |                                        |   | 16,837       |  
|Other revenue                                               |  |                                        | 7,738        |   |                                        |   | 6,008        |  
|                                                            |  |                                        |              |   |                                        |   |              |  
|Total revenue                                               |  |                                        | 79,920       |   |                                        |   | 70,332       |  
|Less: promotional allowances                                |  |                                        | (6,425       | ) |                                        |   | (6,255       | )
|                                                            |  |                                        |              |   |                                        |   |              |  
|Net revenues                                                |  |                                        | 73,495       |   |                                        |   | 64,077       |  
|                                                            |  |                                       
|Expenses:                                                   |  |                                        |              |   |                                        |   |              |  
|Casino                                                      |  |                                        | 19,302       |   |                                        |   | 17,354       |  
|Rooms                                                       |  |                                        | 8,536        |   |                                        |   | 7,407        |  
|Food and beverage                                           |  |                                        | 14,233       |   |                                        |   | 13,271       |  
|Other expense                                               |  |                                        | 6,870        |   |                                        |   | 3,668        |  
|General & administrative                                    |  |                                        | 17,431       |   |                                        |   | 15,087       |  
|Depreciation                                                |  |                                        | 3,176        |   |                                        |   | 2,196        |  
|                                                            |  |                                        |              |   |                                        |   |              |  
|Total expense                                               |  |                                        | 69,548       |   |                                        |   | 58,983       |  
|                                                            |  |                                        |              |   |                                        |   |              |  
|Operating income                                            |  |                                        | 3,947        |   |                                        |   | 5,094        |  
|Interest expense                                            |  |                                        | 6,771        |   |                                        |   | 5,282        |  
|                                                            |  |                                        |              |   |                                        |   |              |  
|Net loss                                                    |  | $                                      | (2,824       | ) |                                        | $ | (188         | )
|                                                            |  |                                        |              |   |                                        |   |              |  
|Net loss allocation                                         |  |                                        |              |   |                                        |   |              |  
|Allocable to Class A                                        |  | $                                      |             |   |                                        | $ |             |  
|Allocable to Class B                                        |  | $                                      | (2,824       | ) |                                        | $ | (188         | )
|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       |  |                                        | 1,500,001.50 |   |                                        |   | 1,500,001.50 |  
|Net loss per Class A membership unit-basic                  |  | $                                      | (1.88        | ) |                                        | $ | (.13         | )
|Net loss per Class B membership unit-basic                  |  | $                                      | (1.88        | ) |                                        | $ | (.13         | )
|Per membership unit-diluted                                 |  | $                                      | (1.88        | ) |                                        | $ | (.13         | )

See notes to the unaudited condensed financial statements.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except unit data)



|                                                            |  |                                      |              |   |                                      |   |              |  
|----------------------------------------------------------- |  | ------------------------------------ | ------------ | - | ------------------------------------ | - | ------------ | -
|                                                            |  | For the sixmonths endedJune 30, 2006 |              |   | For the sixmonths endedJune 30, 2005 |  
|Revenues:                                                   |  |                                      |              |   |                                      |   |              |  
|Casino                                                      |  | $                                    | 52,808       |   |                                      | $ | 47,602       |  
|Rooms                                                       |  |                                      | 56,894       |   |                                      |   | 54,676       |  
|Food and beverage                                           |  |                                      | 38,343       |   |                                      |   | 34,580       |  
|Other revenue                                               |  |                                      | 15,349       |   |                                      |   | 11,739       |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Total revenue                                               |  |                                      | 163,394      |   |                                      |   | 148,597      |  
|Less: promotional allowances                                |  |                                      | (13,114      | ) |                                      |   | (13,753      | )
|                                                            |  |                                      |              |   |                                      |   |              |  
|Net revenues                                                |  |                                      | 150,280      |   |                                      |   | 134,844      |  
|                                                            |  |                                     
|Expenses:                                                   |  |                                      |              |   |                                      |   |              |  
|Casino                                                      |  |                                      | 38,024       |   |                                      |   | 36,125       |  
|Rooms                                                       |  |                                      | 16,368       |   |                                      |   | 14,875       |  
|Food and beverage                                           |  |                                      | 28,097       |   |                                      |   | 26,621       |  
|Other expense                                               |  |                                      | 10,640       |   |                                      |   | 6,811        |  
|General & administrative                                    |  |                                      | 34,534       |   |                                      |   | 30,159       |  
|Depreciation                                                |  |                                      | 6,230        |   |                                      |   | 4,568        |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Total expense                                               |  |                                      | 133,893      |   |                                      |   | 119,159      |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Operating income                                            |  |                                      | 16,387       |   |                                      |   | 15,685       |  
|Interest expense                                            |  |                                      | 12,595       |   |                                      |   | 10,215       |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Net income                                                  |  | $                                    | 3,792        |   |                                      | $ | 5,470        |  
|                                                            |  |                                      |              |   |                                      |   |              |  
|Net income allocation                                       |  |                                      |              |   |                                      |   |              |  
|Allocable to Class A                                        |  | $                                    |             |   |                                      | $ |             |  
|Allocable to Class B                                        |  | $                                    | 3,792        |   |                                      | $ | 5,470        |  
|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       |  |                                      | 1,500,001.50 |   |                                      |   | 1,500,001.50 |  
|Net income per Class A membership unit-basic                |  | $                                    | 2.53         |   |                                      | $ | 3.65         |  
|Net income per Class B membership unit-basic                |  | $                                    | 2.53         |   |                                      | $ | 3.65         |  
|Per membership unit-diluted                                 |  | $                                    | 2.53         |   |                                      | $ | 3.65         |  

See notes to the unaudited condensed financial statements.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                  |  |                                       |          |   |                                      |   |        |  
|--------------------------------------------------------------------------------- |  | ------------------------------------- | -------- | - | ------------------------------------ | - | ------ | -
|                                                                                  |  | For the six months endedJune 30, 2006 |          |   | For the sixmonths endedJune 30, 2005 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                       |          |   |                                      |   |        |  
|Net income                                                                        |  | $                                     | 3,792    |   |                                      | $ | 5,470  |  
|Adjustments to Reconcile Net Income to Net cash Provided by Operating Activities: |  |                                       |          |   |                                      |   |        |  
|Depreciation                                                                      |  |                                       | 6,230    |   |                                      |   | 4,568  |  
|Provision for bad debts                                                           |  |                                       | 650      |   |                                      |   | 748    |  
|Change in value of interest rate cap                                              |  |                                       | (49      | ) |                                      |   | 65     |  
|Amortization of deferred financing costs                                          |  |                                       | 986      |   |                                      |   | 1,114  |  
|Stock  based employee compensation                                               |  |                                       | 770      |   |                                      |   |       |  
|Changes in operating assets and liabilities:                                      |  |                                       |          |   |                                      |   |        |  
|Accounts receivable                                                               |  |                                       | 565      |   |                                      |   | (2,388 | )
|Inventories, prepaid expenses and other assets                                    |  |                                       | (2,139   | ) |                                      |   | (1,104 | )
|Accounts payable and accrued expenses                                             |  |                                       | (11,432  | ) |                                      |   | 1,745  |  
|Due to/from affiliates                                                            |  |                                       | 2,592    |   |                                      |   |       |  
|                                                                                  |  |                                       |          |   |                                      |   |        |  
|Net cash provided by operating activities                                         |  |                                       | 1,965    |   |                                      |   | 10,218 |  
|                                                                                  |  |                                       |          |   |                                      |   |        |  
|CASH FLOWS USED IN INVESTING ACTIVITIES:                                          |  |                                       |          |   |                                      |   |        |  
|Additions to property and equipment                                               |  |                                       | (12,671  | ) |                                      |   | (6,185 | )
|Restricted cash                                                                   |  |                                       | (2,053   | ) |                                      |   | (62    | )
|                                                                                  |  |                                       |          |   |                                      |   |        |  
|Net cash used in investing activities                                             |  |                                       | (14,724  | ) |                                      |   | (6,247 | )
|                                                                                  |  |                                       |          |   |                                      |   |        |  
|CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:                            |  |                                       |          |   |                                      |   |        |  
|Proceeds from refinancing of New Term Loan                                        |  |                                       | 216,278  |   |                                      |   |       |  
|Repayment of Archon Term Loan                                                     |  |                                       | (200,000 | ) |                                      |   |       |  
|Debt issuance costs from refinancing of term loan                                 |  |                                       | (3,412   | ) |                                      |   |       |  
|                                                                                  |  |                                       |          |   |                                      |   |        |  
|Net cash provided by (used in) financing activities                               |  |                                       | 12,866   |   |                                      |   | (     | )
|                                                                                  |  |                                       |          |   |                                      |   |        |  
|Increase in cash and equivalents                                                  |  |                                       | 107      |   |                                      |   | 3,971  |  
|Cash and equivalents at beginning of period                                       |  |                                       | 17,218   |   |                                      |   | 12,888 |  
|                                                                                  |  |                                       |          |   |                                      |   |        |  
|Cash and equivalents at end of period                                             |  | $                                     | 17,325   |   |                                      | $ | 16,859 |  
|                                                                                  |  |                                       |          |   |                                      |   |        |  
|Supplemental Cash Flow Information:                                               |  |                                       |          |   |                                      |   |        |  
|Cash paid for interest, net of capitalized interest                               |  | $                                     | 11,455   |   |                                      | $ | 8,533  |  
|                                                                                  |  |                                       |          |   |                                      |   |        |  

See notes to the unaudited condensed financial statements.



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##### Table of Contents

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 at the direction of Colony Investors VI, L.P., a Delaware limited partnership (Colony VI) and an affiliate of Colony
Capital, LLC (Colony Capital), under the laws of the State of Nevada on December 18, 2003. Pursuant to the Companys Amended and Restated Operating Agreement, dated June 18, 2004 (the Operating Agreement), the
Company will continue in existence perpetually. Members of the Company, however, may terminate the Operating Agreement and dissolve the Company at any time.

The Companys members consist of Colony Resorts LVH Holdings, LLC (Holdings), which is a wholly owned subsidiary of Colony VI, a discrete investment fund managed by an affiliate of Colony Capital, Colony Resorts LVH
Co-Investment Partners, L.P. (Co-Investment Partners), Colony Resorts LVH Coinvestment Voteco, LLC (Coinvestment Voteco) and 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 4.

Prior to June 18, 2004, the Company had conducted
no business other than in connection with the execution of the Purchase and Sale Agreement (as defined below), relating to the acquisition of substantially all of the assets and certain liabilities of LVH Corporation, a Nevada corporation
(LVH) (the Acquisition). LVH is a wholly-owned indirect subsidiary of Harrahs Entertainment, Inc., as a result of the merger between Harrahs Entertainment Inc. and Caesars Entertainment, Inc. Prior to the
Acquisition, LVH operated the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada (the Hotel or the Property). Commencing June 18, 2004, the revenues and expenses of the Property are included in the
Companys statement of operations.

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-month and six-month period ended June 30, 2006, 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, 2005, included in the Companys Annual Report on Form 10-K for the year ended December 31, 2005 (filed March 31, 2006 (File Number 0-50635)) (the Form 10K).

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, 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.

Reclassification

Certain amounts in the June 30, 2005 financial statements have been reclassified to conform to the June 30, 2006 presentation. These reclassifications had no effect on the previously reported net income or
loss.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS(Continued)

2. NEW TERM LOAN

On May 11, 2006, the Company entered into a new Loan Agreement with Goldman Sachs Commercial Mortgage Capital, L.P. (the
New Term Loan). The New Term Loan is for an initial principal amount of $209 million and is for an initial term of two (2) years with three one-year extensions. The Company drew an additional $7 million against the New Term Loan in
June of 2006. The New Term Loan is subject to a $5.8 million holdback amount for deferred maintenance projects and is subject to future funding to a maximum of $250 million.

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

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

Proceeds from the New Term Loan were used to
extinguish the Loan Agreement between the Company and Archon Financial, L.P., dated as of June 18, 2004 (the Archon Term Loan) and to pay a $1.0 million exit fee.

3. RELATED PARTY TRANSACTIONS

The Company
has billed Resorts International Holdings, LLC, (RIH), a company affiliated through common ownership, certain costs and expenses incurred on its behalf. All amounts billed have been paid by RIH as of June 30, 2006.

The Company entered into a Services Agreement with Resorts International Hotel, Inc. (Resorts) an affiliate of the Company (through common ownership) on
June 18, 2004 (the Services Agreement). The Company entered into an Amended and Restated Joint Services Agreement (the Joint Services Agreement) and Amended and Restated Joint Marketing Agreement (the Marketing
Agreement) with Resorts and RIH on April 26, 2005. The Services Agreement and Joint Services Agreement provide for an initial term of three years with automatic one year renewal periods. The Marketing Agreement provides for an initial
term of ten years with automatic one year renewal periods. The agreements provide that the Company, RIH and Resorts will cooperatively develop and implement joint services and marketing programs.

During the three month period ended June 30, 2006, the Company provided and/or received services from these affiliated companies. The total net value of services
received from the affiliated companies was approximately $1.0 million for the quarter ended June 30, 2006. No services were received from affiliated companies for the quarter ended June 30, 2005.

4. REDEEMABLE MEMBERS EQUITY

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 & Co. and Archon Financial, L.P., the lender under the Archon 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 (1) purchase that portion of the Class B Membership Units which represent Whitehalls ownership interest in Co-investment Partners or (2) 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.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS(Continued)

5. 2004 INCENTIVE PLAN

In connection with the closing of the Acquisition, the Companys board and members approved the Companys 2004 Incentive Plan (the Plan). As of
June 18, 2004, the Company had a total of 0.167 Class A Units and 166,667 Class B units reserved for issuance under the Plan.

Subsequent to the
closing of the Acquisition, the Company granted 0.167 options of Class A Units and 166,667 options of Class B Units to certain executives, in accordance with the Plan. The options have a 10 year life, vest over three years and have an exercise
price of $100 per unit for both classes which was equal to, or greater than, the fair market value of the membership units at the date of grant.

On
June 7, 2004, Voteco and Holdings granted the Vice Chairman of the Company an option to acquire 0.015 Class A Units and 15,000 Class B Units of the Company, respectively. These additional options, when exercised, will be issued from
Holdings and Voteco directly and will be a transfer of previously issued units. The estimated fair value of the 15,000 options granted was $17.08 per membership unit and was computed using the binominal lattice value method with the following
weighted average assumptions: risk free interest rate of 2.9%; no expected dividend yields, and expected vesting period of 24 months.

Effective
January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS No. 123(R)) requiring that compensation cost relating to share-based
payment transactions be recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees requisite service period (generally the
vesting period of the equity award). Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB No. 25), and related interpretations. The Company adopted SFAS No. 123(R) using the modified prospective method and accordingly, financial statement amounts for prior periods presented in the Form 10-Q have not been
restated to reflect the fair value method of recognizing compensation cost relating to these options.

The fair value of the option awards is estimated on
the date of grant using an appraisal of the value of the Company and its membership units. No additional grants have been awarded subsequent to the Acquisition date.

There was approximately $385,000 and $770,000 of compensation cost related to the 166,667 options recognized in general and administrative expenses in the three months and six months ended June 30, 2006
respectively in the implementation of FAS 123(R). The estimated fair value of the options at the date of grant was $27.73 per membership unit and was computed using the Black-Scholes-Merton option pricing model with the following weighted average
assumptions: risk free interest rate of 3.24%; no expected dividend yields; and expected vesting periods of 36 months. The following table sets forth the assumptions used to determine compensation cost for these options consistent with the
requirements of SFAS No. 123(R).



|                              |  |                                         |                 |  
|----------------------------- |  | --------------------------------------- | --------------- | -
|Weighted-average assumptions: |  | Three and Six Months EndedJune 30, 2006 |                
|Model                         |  |                                         | Black-Scholes   |  
|Number of options             |  |                                         | 166,667 options |  
|Membership unit price         |  | $                                       | 100             |  
|Exercise unit price           |  | $                                       | 100             |  
|Dividend yield                |  |                                         | N/A             |  
|Volatility                    |  |                                         | 40              | %
|Risk-free rate                |  |                                         | 3.24            | %
|Valuation Date                |  |                                         | June 18, 2004   |  
|Expiration Date               |  |                                         | June 18, 2014   |  
|Term                          |  |                                         | 36 months       |  
|Up movement                   |  |                                         | N/A             |  
|Down movement                 |  |                                         | N/A             |  
|Risk Neutral Probability      |  |                                         | N/A             |  

Under APB No. 25 there was no compensation cost recognized for these options and thus the financial
statements for the three months and six months ended June 30, 2005 include no such costs. The following table sets forth pro forma information as if compensation cost had been determined consistent with the requirements of SFAS No. 123.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS(Continued)

(in thousands,
except membership unit data)



|                                                    |  |                                  |      |   |                                |   |      |                        |  |                        |      |  |   |       |  
|--------------------------------------------------- |  | -------------------------------- | ---- | - | ------------------------------ | - | ---- | ---------------------- |  | ---------------------- | ---- |  | - | ----- | -
|                                                    |  | Three months ended June 30, 2005 |      |   | Six months ended June 30, 2005 |  
|                                                    |  | Class AMembershipUnits           |      |   | Class BMembershipUnits         |   |      | Class AMembershipUnits |  | Class BMembershipUnits |     
|Net income (loss) as reported                       |  | $                                |     |   |                                | $ | (188 | )                      |  | $                      |     |  | $ | 5,470 |  
|Stock-based compensation cost                       |  |                                  |     |   |                                |   | (462 | )                      |  |                        |     |  |   | (924  | )
|                                                    |  |                                  |      |   |                                |   |      |                        |  |                        |      |  |   |       |  
|Pro-forma net income (loss)                         |  | $                                |     |   |                                | $ | (650 | )                      |  | $                      |     |  | $ | 4,546 |  
|                                                    |  |                                  |      |   |                                |   |      |                        |  |                        |      |  |   |       |  
|Basic income(loss) per membership unit as reported  |  | $                                | (.13 | ) |                                | $ | (.13 | )                      |  | $                      | 3.65 |  | $ | 3.65  |  
|Stock-Based compensation cost                       |  |                                  |     |   |                                |   | (.31 | )                      |  |                        |     |  |   | (.62  | )
|                                                    |  |                                  |      |   |                                |   |      |                        |  |                        |      |  |   |       |  
|Pro-forma basic and diluted income (loss) per share |  | $                                | (.13 | ) |                                | $ | (.44 | )                      |  | $                      | 3.65 |  | $ | 3.03  |  
|                                                    |  |                                  |      |   |                                |   |      |                        |  |                        |      |  |   |       |  



6. COMMITMENTS AND CONTINGENCIES

Letter of Credit

In 2005, the Company
was required to deliver an irrevocable standby letter of credit in the amount of $1,437,000 to Zurich American Insurance Company in connection with an insurance policy issued by Zurich to the Company. The letter of credit is secured by a certificate
of deposit for $1,437,000 which is included in restricted cash on the balance sheet as of June 30, 2006. The expiration date of the letter of credit is October 2006 and is automatically extended for one year from the expiration date unless the
issuing bank notifies the Company sixty days prior to such expiration date that the letter of credit will not be renewed. As of June 30, 2006, there are no amounts outstanding on the letter of credit.

Litigation

The Company is not a party to
any material litigation, and it is not aware of any action, suit or proceeding against it that has been threatened by any person.

7. SUBSEQUENT EVENT

On July 19, 2006, Jonathan Langer was appointed to the managing board (the Board) of the Company. Mr. Langer is a member of WH/LVH
Managers Voteco LLC, which owns 0.60 Class A Membership Units of the Company, representing 40% of the outstanding voting interests in the Company.

The Operating Agreement of the Company provides that, subject to receiving all required prior approvals of the Nevada gaming authorities, any one of Stuart Rothenberg, Brahm Cramer and/or Jonathan Langer would be appointed to the Board. All
such required approvals have been obtained and Mr. Langer has been designated by Whitehall to serve on the Board. Pursuant to the terms of the Operating Agreement, Mr. Langer will have the right to vote on all matters that come before the
Board and will have veto rights over certain actions.



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##### Table of Contents

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-end December 31, 2005 and the unaudited interim condensed financial statements and notes thereto included in Part I, Item 1 of
this Quarterly Report on Form 10-Q.

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.

Overview

Prior to June 18, 2004,
Colony Resorts LVH Acquisitions, LLC (the Company) conducted no business other than in connection with the completion of the acquisition of substantially all of the assets and certain liabilities of LVH Corporation, a Nevada corporation
(LVH) (the Acquisition). LVH is a wholly-owned indirect subsidiary of Harrahs Entertainment, Inc. as a result of the merger between Harrahs Entertainment, Inc. and Caesars Entertainment, Inc. Prior to the
Acquisition, LVH operated the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada (the Hotel or Property). The Acquisition closed on June 18, 2004. Since June 18, 2004, the Company has owned and operated
the Property. The following discussion of the Companys results of operations compares the three and six months ended June 30, 2006 to the three and six months ended June 20, 2005 respectively.

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 includes Race and Sports Book wagering and also Poker. 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
Property 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 end of the day the room is occupied by a guest.

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

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



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##### Table of Contents

Results of Operations

Comparison of three months ended June 30, 2006 with June 30, 2005

Net revenues:

For the Three
Months Ended June 30

(dollars in thousands)



|                            |  |      |        |   |      |   |        |         |  |    |  
|--------------------------- |  | ---- | ------ | - | ---- | - | ------ | ------- |  | -- | -
|                            |  | 2006 |        |   | 2005 |   |        | %CHANGE | 
|Casino                      |  | $    | 25,219 |   |      | $ | 21,440 |         |  | 18 | %
|Rooms                       |  |      | 27,352 |   |      |   | 26,047 |         |  | 5  | %
|Food and beverage           |  |      | 19,611 |   |      |   | 16,837 |         |  | 16 | %
|Other                       |  |      | 7,738  |   |      |   | 6,008  |         |  | 29 | %
|                            |  |      |        |   |      |   |        |         |  |    |  
|                            |  |      | 79,920 |   |      |   | 70,332 |         |  | 14 | %
|Less promotional allowances |  |      | (6,425 | ) |      |   | (6,255 | )       |  | 3  | %
|                            |  |      |        |   |      |   |        |         |  |    |  
|Total net revenues          |  | $    | 73,495 |   |      | $ | 64,077 |         |  | 15 | %
|                            |  |      |        |   |      |   |        |         |  |    |  

Casino

Casino revenue increased $3.8 million or 18% from $21.4 million for the three months ended June 30, 2005 to $25.2 million for the three months ended June 30, 2006. The increase is due to both an increase in
overall wagering and an overall increase in hold percentages. Of the $3.8 million increase in casino revenue between the quarter ended June 30, 2005 and June 30, 2006, $2.5 million is due to increased wagers - predominately in table games;
and $1.9 million is hold percentage related - predominately in slots. These increases in revenue are offset by increases of $0.6 million in table games player incentives and revenue-sharing fees paid to slot vendors.

The Casino operating margin improved from 19.1% for the quarter ended June 30, 2005 to 23.5% for the quarter ended June 30, 2006. The favorable trend in
operating margin is primarily due to stable casino-related expenses on higher revenue.

Rooms

For the quarter ended June 30, 2006, room revenue is $27.4 million compared to $26.0 million for the quarter ended June 30, 2005. The increase of $1.3 million
or 5% over the prior year quarter ended June 30, 2005 is due to increased occupancy and increased hotel room rates. Hotel occupancy for the second quarter ended June 30, 2006 is 95% with a total average daily rate of $107.76. Occupancy for
the second quarter ended June 30, 2005 was 93% with a total average daily rate of $102.69.

Hotel operating margins are 69% for the quarter ended
June 30, 2006 and 72% for the quarter ended June 30, 2005. The decrease in margin is primarily due to increased labor costs and increased employee-related benefit costs as a percentage of revenues.

Food and Beverage

Food and Beverage
revenue is $19.6 million for the quarter ended June 30, 2006 compared to $16.8 for the quarter ended June 30, 2005. The increase of 16% is due to both increased volume (772,518 food covers for the quarter ended June 30, 2006 compared
to 741,314 food covers for the quarter ended June 30, 2005) and pricing (average check increased from $18.63 to $20.11 for the quarters ended June 30, 2005 to 2006, respectively).

The Food and Beverage margin improved from 21% for the quarter ended June 30, 2005 to 27% for the quarter ended June 30, 2006 as revenue increases outpaced
labor and food cost increases.



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##### Table of Contents

Other

Other revenue includes revenue from entertainment, retail and miscellaneous item of income. Other revenue is $7.7 million for the quarter ended June 30, 2006 compared to $6 million for the quarter ended
June 30, 2005. The increase of 29% is due to an expanded entertainment line up that increased entertainment revenue during the quarter ended June 30, 2006.

Operating expenses:

For
the Three Months Ended June 30

(dollars in thousands)



|                            |  |      |        |      |   |          |  |    |  
|--------------------------- |  | ---- | ------ | ---- | - | -------- |  | -- | -
|                            |  | 2006 |        | 2005 |   | % CHANGE | 
|Casino                      |  | $    | 19,302 |      | $ | 17,354   |  | 11 | %
|Rooms                       |  |      | 8,536  |      |   | 7,407    |  | 15 | %
|Food and beverage           |  |      | 14,233 |      |   | 13,271   |  | 7  | %
|Other                       |  |      | 6,870  |      |   | 3,668    |  | 87 | %
|                            |  |      |        |      |   |          |  |    |  
|                            |  |      | 48,941 |      |   | 41,700   |  | 17 | %
|General and administrative  |  |      | 17,431 |      |   | 15,087   |  | 16 | %
|Depreciation & amortization |  |      | 3,176  |      |   | 2,196    |  | 45 | %
|                            |  |      |        |      |   |          |  |    |  
|Total                       |  | $    | 69,548 |      | $ | 58,983   |  | 18 | %
|                            |  |      |        |      |   |          |  |    |  

Operating Expenses

Operating expenses increased $7.2 million to $48.9 million for the quarter ended June 30, 2006 from $41.7 million for the quarter ended June 30, 2005. Approximately $3.4 million of the $7.2 million increase
is attributable to entertainment costs associated with expanded entertainment offerings. Increases are also due to volume-related expenses including labor and benefits ($2.2 million) and supplies ($0.7 million).

General and Administrative

General and
administrative expenses increased $2.3 million to $17.4 million for the quarter ended June 30, 2006 from $15.1 million for the the quarter ended June 30, 2005 primarily due to the implementation of SFAS No. 123(R) and an increase in
additional media advertising costs.

Depreciation and amortization

For the quarter ended June 30, 2006, depreciation and amortization is $3.2 million compared to $2.2 million for the same quarter ended June 30, 2005. The
increase is due to assets placed in service at the end of 2005 including the renovation of the casino floor and public areas and also additions to short-lived assets (namely slot machines).

Interest Expense

Interest expense for the
quarter ended June 30, 2006 is $6.8 million compared to $5.3 million for the quarter ended June 30, 2005. The increase is attributable to a $1.0 million fee paid to exit the Archon Term Loan and an increase in the rate of interest on the
Archon Term Loan which was refinanced at a lower rate of interest on May 11, 2006.

The average rate of interest on the Archon Term Loan was 9.9%
during the period ended June 30, 2006 compared to 9.5% for the period ended June 30, 2005.

The interest rate on the Archon Term Loan that was
refinanced on May 11, 2006 was 6.5% plus the greater of one-month LIBOR or 1.5%.



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##### Table of Contents

The interest rate on the New Term Loan is one-month LIBOR plus 2.9%.

Comparison of six months ended June 30, 2006 with June 30, 2005 net revenues:

Net revenues:

For the Six
Months Ended June 30

(dollars in thousands)



|                            |  |      |         |   |      |   |         |         |  |    |   
|--------------------------- |  | ---- | ------- | - | ---- | - | ------- | ------- |  | -- | --
|                            |  | 2006 |         |   | 2005 |   |         | %CHANGE | 
|Casino                      |  | $    | 52,808  |   |      | $ | 47,602  |         |  | 11 | % 
|Rooms                       |  |      | 56,894  |   |      |   | 54,676  |         |  | 4  | % 
|Food and beverage           |  |      | 38,343  |   |      |   | 34,580  |         |  | 11 | % 
|Other                       |  |      | 15,349  |   |      |   | 11,739  |         |  | 31 | % 
|                            |  |      |         |   |      |   |         |         |  |    |   
|                            |  |      | 163,394 |   |      |   | 148,597 |         |  | 10 | % 
|Less promotional allowances |  |      | (13,114 | ) |      |   | (13,753 | )       |  | (5 | )%
|                            |  |      |         |   |      |   |         |         |  |    |   
|Total net revenues          |  | $    | 150,280 |   |      | $ | 134,844 |         |  | 11 | % 
|                            |  |      |         |   |      |   |         |         |  |    |   

Casino

Casino revenue increased $5.2 million or 11% from $47.6 million for the six months ended June 30, 2005 to $52.8 million for the six months ended June 30, 2006. The increase is due to an increase in the
volume of overall wagering combined with an overall increase in the hold percentage. The increase in the volume of wagering is the result of stepped up promotional activities including a larger number of special marketing events, a broader
entertainment line-up and increased relationship marketing efforts. The increase in the hold percentage is primarily attributed to an increase in slot win from 5.9% for the six month period ended June 30, 2005 to 6.4% for the six month period
ended June 30, 2006.

The Casino operating margin improved from 24% for the six month period ended June 30, 2005 to 28% for the six month period
ended June 30, 2006 primarily due to higher casino revenues with minor increases in casino-related expenses.

Rooms

The hotels room revenue increased $2.2 million or 4% from $54.7 million for the six months ended June 30, 2005 to $56.9 million for the six
months ended June 30, 2006. The increase is primarily due to a higher average daily rate for the six months ended June 30, 2006. Average daily rate for the six months ended June 30, 2006 was $114.82 compared to $108.81 for the six
months ended June 30, 2005. Convention room nights continue to comprise the majority of the Companys room occupancy. Convention room nights were 47.3% of the Companys total room nights for the six months ended June 30, 2006 as
compared to 46.6% of room nights for the six months ended June 30, 2005.

Hotel operating margins are 71% for the six months ended June 30, 2006
compared to 73% for the six months ended June 30, 2005. The decrease in margin is primarily due to increased labor costs and increased employee-related benefit costs as a percentage of revenue.

Food & Beverage

For the six
months ended June 30, 2006, Food and Beverage revenue increased $3.8 million or 11% from $34.6 million to $38.3 million when compared to the six months ended June 30, 2005 as a result of price increases primarily in the banquet and
catering segment.

The operating margin for Food and Beverage increased from 23% for the six months ended June 30, 2005 to 27% for the six months
ended June 30, 2006. Margins increased primarily due to increased revenues and stable labor costs.



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##### Table of Contents

Other

Other revenues include entertainment ticket sales, retail sales and miscellaneous income. Other revenue is $15.3 million for the six months ended June 30, 2006 compared to $11.7 million for the six months ended
June 30, 2005. The increase of $3.6 million or 31% is driven by ticket sales of additional entertainment acts including headliner Reba McEntire and the lounge show Menopause, the Musical. Also included in 2006 other revenue is a $600,000
cancellation fee associated with the cancellation of a major contract for the reservation of hotel rooms.

Operating
Expenses:

For the Six Months Ended June 30

(dollars in thousands)



|                            |  |      |         |      |   |         |  |    |  
|--------------------------- |  | ---- | ------- | ---- | - | ------- |  | -- | -
|                            |  | 2006 |         | 2005 |   | %CHANGE | 
|Casino                      |  | $    | 38,024  |      | $ | 36,125  |  | 5  | %
|Rooms                       |  |      | 16,368  |      |   | 14,875  |  | 10 | %
|Food and beverage           |  |      | 28,097  |      |   | 26,621  |  | 6  | %
|Other                       |  |      | 10,640  |      |   | 6,811   |  | 56 | %
|                            |  |      |         |      |   |         |  |    |  
|                            |  |      | 93,129  |      |   | 84,432  |  | 10 | %
|General and administrative  |  |      | 34,534  |      |   | 30,159  |  | 15 | %
|Depreciation & amortization |  |      | 6,230   |      |   | 4,568   |  | 36 | %
|                            |  |      |         |      |   |         |  |    |  
|Total                       |  | $    | 133,893 |      | $ | 119,159 |  | 12 | %
|                            |  |      |         |      |   |         |  |    |  

Operating Expenses

For the six months ended June 30, 2006 operating expenses (other than general and administrative depreciation and amortization) increased by $8.7 million to $93.1 million for the six months ended June 30,
2006 from $84.4 million for the six months ended June 30, 2005 due to increased business volume especially in the entertainment segment. Entertainment expenses (primarily artist fees) increased approximately $4.0 million due to the addition of
headliners such as Reba McEntire, the addition of a Broadway type production (Menopause, the Musical) and a greater number of performances by Barry Manilow. Increases in other operating expenses also included $2.7 million for labor and
employee-related benefits.

General and Administrative

General and Administrative expenses increased $4.4 million or 15% for the six months ended June 30, 2006 as compared to the six months ended June 30, 2005, primarily due to the implementation of SFAS
No. 123(R) and an increase in advertising media costs.

Depreciation and Amortization

Depreciation and amortization increased $1.7 million or 36% for the period ended June 30, 2006 as compared to the six months ended June 30, 2005, due the
addition of short-lived assets to property and equipment and the commencement of depreciation of a $12 million renovation project in the fourth quarter of 2005.

Interest Expense

Interest expense totaled
$12.6 million for the six month period ended June 30, 2006, an increase of $2.4 million over the six month period ended June 30, 2005. The increase is due to a fee of $1.0 million to pay off the Archon Term Loan and an increase in the term
loan rate of interest.

The average rate of interest on the Archon Term Loan was 10.3% during the period ended June 30, 2006 compared to 9.3% for the
period ended June 30, 2005.



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##### Table of Contents

The interest rate on the Archon Term Loan was 6.5% plus the greater of one-month LIBOR or 1.5%. The interest rate on the
New Term Loan is one-month LIBOR plus 2.9%.

Financial Condition

Liquidity and Capital Resources

Cash flows
of the Company for the six months ended June 30, 2006 compared to the six months ended June, 2005 consisted of the following:

Cash Flow - Operating Activities

Cash flow provided by operations is $2.0 million for the six months ended June 30, 2006 compared to $10.2
million provided by operations for the six months ended June 30, 2005. The Company reduced accounts payable and accrued expenses for the six months ended June 30, 2006 by $11.4 million. For the six months ended June 30, 2005 accounts
payable and accrued expenses increased by $1.7 million.

Cash Flows - Investing Activities

For the six months ended June 30, 2006, $14.7 million of cash was used to fund investing activities, the majority of which related to additions to property and
equipment. For the six months ended June 30, 2005, $6.2 million of cash was used for additions to property and equipment. During 2006, a majority of the invested funds were used to renovate hotel rooms and add operating equipment; during 2005,
investing funds were primarily used to acquire new slot machines and renovate the casino floor and public areas within the hotel.

Cash Flows - Financing Activities

For the six months ended June 30, 2006, $216.3 million of cash was received from the refinancing of the
Archon Term Loan, $3.4 million of the proceeds were debt issuance costs.

As of June 30, 2006, the Company had cash and equivalents of $17.3 million
of which $7.1 million was cash in the casino used to fund daily operations. For the remainder of 2006, the Company expects to fund property operations, capital expenditures, and debt service requirements from existing cash balances, operating cash
flow and new borrowings under the New 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 New Term Loan restrict the Companys future borrowing capacity. However, subject
to certain conditions, the New Term Loan does permit the Company to incur additional debt to fund working capital. If circumstances warrant, the Company may seek to obtain a working capital line of credit.

A downturn in the economy, increase in revenue or wagering taxes, acts of terrorism, war or military actions would impact the Companys casino 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.

On
May 11, 2006, the Company entered into a new Loan Agreement (the New Term Loan). The New Term Loan is for an initial principal amount of $209 million and is for an initial term of two (2) years with three one-year extensions.
The New Term Loan is subject to a $5.8 million holdback amount for deferred maintenance projects and is subject to future funding to a maximum of $250 million. Interest on the New Term Loan accrues at a rate of one month LIBOR plus 2.9%. The New
Term Loan provides for no amortization during the term. The New Term Loan is secured by a first priority deed of trust on the Property.

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

Proceeds of the New Term Loan were used to extinguish the June 18, 2004 Archon Term Loan.



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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 than 5 Years |   | Total
|                               |  | (In thousands)        
|Long-Term Debt Obligations     |  |                        |        |           |   |          |  |                   |   |       |   |   |  |   |        
|Term Loan (a)                  |  | $                      |       |           | $ | 216,278  |  | $                 |  |       | $ |  |  | $ | 216,278
|Variable interest payments (b) |  |                        | 17,259 |           |   | 15,102   |  |                   |  |       |   |  |  |   | 32,361 
|Contractual Obligations        |  |                        |        |           |   |          |  |                   |   |       |   |   |  |   |        
|Employment agreements (c)      |  |                        | 1,370  |           |   | 2,841    |  |                   |  |       |   |  |  |   | 4,211  
|Licensing agreement (d)        |  |                        | 2,000  |           |   | 3,000    |  |                   |  |       |   |  |  |   | 5,000  
|Entertainment contracts (e)    |  |                        |        |           |   |         |  |                   |  |       |   |  |  |   |       
|                               |  |                        |        |           |   |          |  |                   |   |       |   |   |  |   |        
|                               |  | $                      | 20,629 |           | $ | 237,221  |  | $                 |  |       | $ |  |  | $ | 257,850
|                               |  |                        |        |           |   |          |  |                   |   |       |   |   |  |   |        

---

|(a) | A new Term Loan was entered into May 11, 2006. The new Term Loan is for an initial principal amount of $209 million and is for an initial term of two years with three one-year
extensions. The Loan accrues interest at a rate of LIBOR (which was 5.08% at June 30, 2006) plus 2.9%. The Loan is secured by a first priority deed of trust on the property and has no amortization.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Based on June 30, 2006 LIBOR rates of 5.08% plus 2.9%.
|--- | ------------------------------------------------------

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

|(d) | The Company licenses from Hilton the right to use the mark Hilton and is part of Hiltons reservation system and Hiltons HHonors ProgramTM. The license expires on December 31, 2008 and during the term of the license, the Company is required to pay Hilton
an annual fee of $2 million plus 1% of the Hotels gross room revenue.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | The Company is party to certain contracts to retain specific entertainers for recurring performances. These agreements expire during 2006 and thus are not long-term. Contracts are
currently under negotiation for extension.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 June 30, 2006 (amounts in thousands):



|              |  |              |  |            |         |               |   |                     |  |   |        
|------------- |  | ------------ |  | ---------- | ------- | ------------- | - | ------------------- |  | - | -------
|              |  | MaturityDate |  | Faceamount |         | Carryingvalue |   | Estimatedfair value
|New Term Loan |  | June 2008    |  | $          | 216,278 |               | $ | 216,278             |  | $ | 216,278
|              |  |              |  |            |         |               |   |                     |  |   |        

The New Term Loan is for an initial principal amount of $209 million and interest accrues at a rate of one-month
LIBOR (5.08% at June 30, 2006) plus 2.9%. The Company drew an additional $7 million against the New Term Loan in June of 2006. The initial term is two years with three one-year extension options. The New 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.

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.

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,



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##### Table of Contents

insurance reserves, and purchase price allocations made in connection with its acquisitions 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.

Patron 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 are
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.

Derivative Instruments and Hedging Activities

The Companys New 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. The Company has not designated its interest rate cap as a hedge; therefore, changes in the market value of the interest rate cap are recognized as gains and losses in the period of the change.

Allowance for Doubtful Accounts 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 collectibility 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. The Company maintains strict controls over the issuance of markers and aggressively pursues collection from those customers who fail to pay after issuance of
the marker.

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 or the terms of the capitalized lease, while costs of normal repairs and
maintenance are charged to expense as incurred.

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance
with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. For assets to be disposed of, the Company recognizes the asset to be sold at the lower of carrying value or fair market value less costs of disposal.
Fair market value for assets to be disposed of is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. For assets to be held and used, the Company reviews fixed assets for impairment whenever
indicators of impairment exist. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying
value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model.

Recent Accounting Pronouncements

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS No. 123(R)), which
is a revision to SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB
No. 25) and amends SFAS No. 95, Statement of Cash Flows. Among other items, SFAS No. 123(R) requires the recognition of compensation expense in an amount equal to the fair value of share-based payments, including
employee stock options and restricted stock, granted to employees.



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##### Table of Contents

The Company adopted SFAS No, 123(R) on January 1, 2006 using the modified prospective method, in which
compensation cost is recognized beginning with the effective date (a) based on the requirement of SFAS No. 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123 for
all awards granted to employees prior to the effective date of SFAS No. 123(R) that remain unvested on the effective date. The impact of adopting SFAS No, 123(R) is discussed in Footnote 5 2004 Incentive Plan.

SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an
operating cash flow. This requirement does not affect the Company since the entity is a limited liability company and the provision or benefit of federal income taxes is included in the income tax return of the members.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections-a replacement of APB Opinion No. 20 and FASB Statement
No. 3, which changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle, as well as to changes required by an accounting
pronouncement if the pronouncement does not include specific transition provisions. This statement requires retrospective application to prior periods financial statements of changes in accounting principle. SFAS No. 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption on January 1, 2006 of SFAS No. 154 did not have a material effect on the Companys financial position, results of
operations or cash flows.



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##### Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discusses the Companys exposure to
market risk related to changes in interest rates, equity prices and foreign currency exchange rates. The Company does not believe that its exposure to market risk is material.

Market risk is the risk of loss arising 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 long-term debt. The Company attempts to manage its interest rate risk by the use of an interest rate cap on its New Term Loan. The ability to enter into an interest rate cap allows the Company to manage its
interest rate risk associated with its variable rate debt.

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 Companys derivative financial instruments consist exclusively of the interest rate cap which does not qualify for hedge accounting. Interest differentials
resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.

As of June 30, 2006 the New Term Loan has a
floating interest rate based on LIBOR plus 2.9%. The initial term of the New Term Loan is two years with three one-year extension options. The New Term Loan is subject to interest rate risk and the interest payments associated with the New Term Loan
will increase if LIBOR increases.

Pursuant to the terms of the New Term Loan, the Company purchased an interest rate cap with a LIBOR strike rate of 5.75%
for the first two years of the New Term Loan and an interest rate cap with a LIBOR strike rate of 6.25% for any extension periods; therefore, a hypothetical increase in LIBOR of 100 basis points from the rates in effect on the date of this Form 10-Q
would not cause the interest payments on the New Term Loan to increase significantly. The LIBOR strike rate of the interest rate cap on the date of this Form 10-Q provides protection for the Company against significant increases in LIBOR. Interest
paid in excess of the LIBOR strike rate would be refunded to the Company to offset interest paid.

The Company has not had any material changes in its
exposure to market risk since December 31, 2005.

The Company does not have any significant foreign currency exchange rate risk or commodity price
risk and it does not currently trade any market sensitive instruments.

ITEM 4. CONTROLS AND PROCEDURES

As required by in Rules 13a-15d of the Securities Exchange Act of 1934, as amended, the
Companys management, including our Executive Vice President of Finance and our Chief Executive Officer and General Manager, performed an evaluation of the effectiveness of the design and operation of Companys disclosure controls and
procedures to determine whether any changes occurred during the second quarter of 2006 that have materially affected, or are reasonably likely to materially affect our internal control of financial reporting. Based upon that evaluation there have
been no such changes during the second quarter 2006.



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##### Table of Contents

- PART II. OTHER INFORMATION

ITEM 6. EXHIBITS



|              |  |                                                                                                                                                                                                                                                                    
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  | Description of Exhibits                                                                                                                                                                                                                                            
|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         |  | (Intentionally omitted)                                                                                                                                                                                                                                            
|              | 
|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         |  | Amended and Restated Joint Marketing Agreement, dated April 26, 2005, by and among Colony Resorts LVH Acquisitions, LLC, Resorts International Hotel, Inc. and Resorts International Holdings,
LLC+++                                                              
|              | 
|10.18         |  | Amended and Restated Joint Services Agreement, dated April 26, 2005, by and among Colony Resorts LVH Acquisitions, LLC, Resorts International Hotel, Inc. and Resorts International Holdings,
LLC+++                                                               
|              | 
|10.19         |  | Employment Agreement, dated as of May 11, 2003, between LVH Corporation and Thomas Page.****                                                                                                                                                                       



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|      |  |                                                                                                                                               
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|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. ++++
|14.1  |  | Code of Ethics++                                                                                                                              
|31.1  |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                      
|31.2  |  | Certification 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 Annual Report on Form 10-K filed March 31, 2005 (File Number 0-50635)
|-- | ---------------------------------------------------------------------------------------------------------------

|+++ | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed May 16, 2005 (File Number 0-50635).
|--- | -----------------------------------------------------------------------------------------------------------------

|++++ | Incorporated by reference to Registrants Current Report on Form 8-K, filed May 19, 2006
|---- | ----------------------------------------------------------------------------------------

(b) Reports on Form 8-K



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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: August 14, 2006 |  | By:                                  |  | /s/ Rodolfo Prieto                         
|                      |  |                                      |  | Rodolfo Prieto                             
|                      |  |                                      |  | Chief Executive Officer and General Manager
|                      |  |                                     
|Date: August 14, 2006 |  | By:                                  |  | /s/ Robert Schaffhauser                    
|                      |  |                                      |  | Robert Schaffhauser                        
|                      |  |                                      |  | Executive Vice President of Finance        



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