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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
|- | ---------------------------------------------------------------------------------------



or



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



Commission File Number 000-50635



For the quarterly period ended September 30, 2004



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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)                             



310-282-8820

(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 an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes ̈No  x



As of November 12, 2004, there were 0.90 Class A Membership Units held by Colony Resorts LVH Coinvestment Voteco, LLC and 0.60 Class A Membership Units held by Colony Resorts LVH VoteCo, LLC.



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##### Table of Contents

Colony Resorts LVH Acquisitions, LLC

Table of Contents



|           |  |                                                                                       |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                       |  | Page
|PART I.    |  | FINANCIAL INFORMATION                                                                 |  |     
|           |  |                                                                                      
|ITEM 1.    |  | FINANCIAL STATEMENTS                                                                  |  |     
|           |  |                                                                                      
|           |  | COLONY RESORTS LVH ACQUISITIONS, LLC                                                  |  |     
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS:                                     |  |     
|           |  |                                                                                      
|           |  | UNAUDITED BALANCE SHEETS                                                              |  | 1   
|           |  |                                                                                      
|           |  | UNAUDITED STATEMENTS OF OPERATIONS                                                    |  | 2   
|           |  |                                                                                      
|           |  | UNAUDITED STATEMENT OF MEMBERS EQUITY                                                |  | 4   
|           |  |                                                                                      
|           |  | UNAUDITED STATEMENTS OF CASH FLOWS                                                    |  | 5   
|           |  |                                                                                      
|           |  | NOTES TO FINANCIAL STATEMENTS                                                         |  | 6   
|           |  |                                                                                      
|ITEM 2.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 14  
|           |  |                                                                                      
|ITEM 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 18  
|           |  |                                                                                      
|ITEM 4.    |  | CONTROLS AND PROCEDURES                                                               |  | 19  
|           |  |                                                                                      
|PART II.   |  | OTHER INFORMATION                                                                     |  | 20  
|           |  |                                                                                      
|ITEM 6.    |  | EXHIBITS                                                                              |  | 20  
|           | 
|SIGNATURES |  | 22                                                                                   



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED BALANCE SHEETS (In thousands)



|                                          |  |                   |         |                  |   |        |  
|----------------------------------------- |  | ----------------- | ------- | ---------------- | - | ------ | -
|                                          |  | September 30,2004 |         | December 31,2003 |  
|Assets                                    |  |                   |         |                  |   |        |  
|CURRENT ASSETS:                           |  |                   |         |                  |   |        |  
|Cash and equivalents                      |  | $                 | 17,035  |                  | $ |       |  
|Restricted cash                           |  |                   | 2,504   |                  |   |       |  
|Accounts receivable, net                  |  |                   | 13,246  |                  |   |       |  
|Inventories                               |  |                   | 3,078   |                  |   |       |  
|Prepaid expenses and other current assets |  |                   | 5,711   |                  |   |       |  
|                                          |  |                   |         |                  |   |        |  
|Total current assets                      |  |                   | 41,574  |                  |   |       |  
|PROPERTY AND EQUIPMENT, net               |  |                   | 296,680 |                  |   |       |  
|RESTRICTED CASH                           |  |                   | 26,000  |                  |   | 15,000 |  
|OTHER ASSETS, NET                         |  |                   | 4,920   |                  |   | 1,950  |  
|                                          |  |                   |         |                  |   |        |  
|Total assets                              |  | $                 | 369,174 |                  | $ | 16,950 |  
|                                          |  |                   |         |                  |   |        |  
|Liabilities and members equity           |  |                   |         |                  |   |        |  
|CURRENT LIABILITIES:                      |  |                   |         |                  |   |        |  
|Accounts payable                          |  | $                 | 3,463   |                  | $ |       |  
|Due to affiliate                          |  |                   |        |                  |   | 17,362 |  
|Accrued expenses                          |  |                   | 29,614  |                  |   |       |  
|                                          |  |                   |         |                  |   |        |  
|Total current liabilities                 |  |                   | 33,077  |                  |   | 17,362 |  
|TERM LOAN                                 |  |                   | 200,000 |                  |   |       |  
|                                          |  |                   |         |                  |   |        |  
|Total liabilities                         |  |                   | 233,077 |                  |   | 17,362 |  
|                                          |  |                   |         |                  |   |        |  
|COMMITMENTS AND CONTINGENCIES             |  |                   |         |                  |   |        |  
|REDEEMABLE MEMBERS EQUITY                |  |                   | 60,000  |                  |   |       |  
|MEMBERS EQUITY                           |  |                   | 76,097  |                  |   | (412   | )
|                                          |  |                   |         |                  |   |        |  
|Total liabilities and members equity     |  | $                 | 369,174 |                  | $ | 16,950 |  
|                                          |  |                   |         |                  |   |        |  



See notes to the
unaudited condensed financial statements.



1



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (In thousands, except unit data)



|                                                            |  |                                              |              |   |                                              |   |        |  
|----------------------------------------------------------- |  | -------------------------------------------- | ------------ | - | -------------------------------------------- | - | ------ | -
|                                                            |  |                                              |              |   | PREDECESSORINFORMATION                       |  
|                                                            |  | For the three months ended September 30,2004 |              |   | For the three months ended September 30,2003 |  
|Revenues:                                                   |  |                                              |              |   |                                              |   |        |  
|Casino                                                      |  | $                                            | 23,738       |   |                                              | $ | 19,356 |  
|Rooms                                                       |  |                                              | 19,339       |   |                                              |   | 18,439 |  
|Food and beverage                                           |  |                                              | 12,665       |   |                                              |   | 13,958 |  
|Other revenue                                               |  |                                              | 3,967        |   |                                              |   | 4,807  |  
|                                                            |  |                                              |              |   |                                              |   |        |  
|Total revenue                                               |  |                                              | 59,709       |   |                                              |   | 56,560 |  
|Less: promotional allowances                                |  |                                              | (6,025       | ) |                                              |   | (5,398 | )
|                                                            |  |                                              |              |   |                                              |   |        |  
|Net revenues                                                |  |                                              | 53,684       |   |                                              |   | 51,162 |  
|Expenses:                                                   |  |                                              |              |   |                                              |   |        |  
|Casino                                                      |  |                                              | 13,975       |   |                                              |   | 14,775 |  
|Rooms                                                       |  |                                              | 5,872        |   |                                              |   | 6,489  |  
|Food and beverage                                           |  |                                              | 13,360       |   |                                              |   | 12,094 |  
|Other expense                                               |  |                                              | 3,115        |   |                                              |   | 3,093  |  
|General & administrative                                    |  |                                              | 16,592       |   |                                              |   | 16,645 |  
|Depreciation & amortization                                 |  |                                              | 1,965        |   |                                              |   | 4,491  |  
|Management fee to parent                                    |  |                                              |             |   |                                              |   | 1,575  |  
|                                                            |  |                                              |              |   |                                              |   |        |  
|                                                            |  |                                              | 54,879       |   |                                              |   | 59,162 |  
|                                                            |  |                                              |              |   |                                              |   |        |  
|Operating loss                                              |  |                                              | (1,195       | ) |                                              |   | (8,000 | )
|Interest expense                                            |  |                                              | (4,270       | ) |                                              |   |       |  
|                                                            |  |                                              |              |   |                                              |   |        |  
|Net loss                                                    |  | $                                            | (5,465       | ) |                                              | $ | (8,000 | )
|                                                            |  |                                              |              |   |                                              |   |        |  
|Net loss allocation                                         |  |                                              |              |   |                                              |   |        |  
|Allocable to Class A                                        |  | $                                            |             |   |                                              |   |        |  
|Allocable to Class B                                        |  | $                                            | (5,465       | ) |                                              |   |        |  
|Basic weighted average Class A membership units outstanding |  |                                              | 1.50         |   |                                              |   |        |  
|Basic weighted average Class B membership units outstanding |  |                                              | 1,500,000.00 |   |                                              |   |        |  
|Diluted weighted average membership units outstanding       |  |                                              | 1,500,001.50 |   |                                              |   |        |  
|Net loss per Class A membership unit-basic                  |  | $                                            | (3.64        | ) |                                              |   |        |  
|Net loss per Class B membership unit-basic                  |  | $                                            | (3.64        | ) |                                              |   |        |  
|Per membership unit-diluted                                 |  | $                                            | (3.64        | ) |                                              |   |        |  



See notes to the
unaudited condensed financial statements.



2



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (In thousands, except unit data)



|                                                            |  |                                            |              |   |                                                          |   |         |                                            |  |   |         |  
|----------------------------------------------------------- |  | ------------------------------------------ | ------------ | - | -------------------------------------------------------- | - | ------- | ------------------------------------------ |  | - | ------- | -
|                                                            |  |                                            |              |   | PREDECESSOR INFORMATION                                  |  
|                                                            |  | For the nine months endedSeptember 30,2004 |              |   | For the period fromJanuary 1, 2004 through June 17, 2004 |   |         | For the nine months endedSeptember 30,2003 | 
|Revenues:                                                   |  |                                            |              |   |                                                          |   |         |                                            |  |   |         |  
|Casino                                                      |  | $                                          | 25,606       |   |                                                          | $ | 38,471  |                                            |  | $ | 55,248  |  
|Rooms                                                       |  |                                            | 22,214       |   |                                                          |   | 47,626  |                                            |  |   | 62,116  |  
|Food and beverage                                           |  |                                            | 14,609       |   |                                                          |   | 31,412  |                                            |  |   | 43,361  |  
|Other revenue                                               |  |                                            | 4,386        |   |                                                          |   | 10,382  |                                            |  |   | 14,227  |  
|                                                            |  |                                            |              |   |                                                          |   |         |                                            |  |   |         |  
|Total revenue                                               |  |                                            | 66,815       |   |                                                          |   | 127,891 |                                            |  |   | 174,952 |  
|Less: promotional allowances                                |  |                                            | (6,725       | ) |                                                          |   | (10,695 | )                                          |  |   | (15,440 | )
|                                                            |  |                                            |              |   |                                                          |   |         |                                            |  |   |         |  
|Net revenues                                                |  |                                            | 60,090       |   |                                                          |   | 117,196 |                                            |  |   | 159,512 |  
|Expenses:                                                   |  |                                            |              |   |                                                          |   |         |                                            |  |   |         |  
|Casino                                                      |  |                                            | 15,458       |   |                                                          |   | 25,796  |                                            |  |   | 40,283  |  
|Rooms                                                       |  |                                            | 6,916        |   |                                                          |   | 12,738  |                                            |  |   | 19,284  |  
|Food and beverage                                           |  |                                            | 15,114       |   |                                                          |   | 24,932  |                                            |  |   | 36,924  |  
|Other expense                                               |  |                                            | 3,410        |   |                                                          |   | 5,021   |                                            |  |   | 8,616   |  
|General & administrative                                    |  |                                            | 19,233       |   |                                                          |   | 30,295  |                                            |  |   | 47,791  |  
|Depreciation & amortization                                 |  |                                            | 2,226        |   |                                                          |   | 8,741   |                                            |  |   | 13,615  |  
|Pre-opening expenses                                        |  |                                            | 6,325        |   |                                                          |   |        |                                            |  |   |        |  
|Management fee to parent                                    |  |                                            |             |   |                                                          |   | 3,567   |                                            |  |   | 4,905   |  
|                                                            |  |                                            |              |   |                                                          |   |         |                                            |  |   |         |  
|                                                            |  |                                            | 68,682       |   |                                                          |   | 111,090 |                                            |  |   | 171,418 |  
|                                                            |  |                                            |              |   |                                                          |   |         |                                            |  |   |         |  
|Operating (loss) income                                     |  |                                            | (8,592       | ) |                                                          |   | 6,106   |                                            |  |   | (11,906 | )
|Interest expense                                            |  |                                            | (4,898       | ) |                                                          |   |        |                                            |  |   |        |  
|                                                            |  |                                            |              |   |                                                          |   |         |                                            |  |   |         |  
|Net (loss) income                                           |  | $                                          | (13,490      | ) |                                                          | $ | 6,106   |                                            |  | $ | (11,906 | )
|                                                            |  |                                            |              |   |                                                          |   |         |                                            |  |   |         |  
|Net loss allocation                                         |  |                                            |              |   |                                                          |   |         |                                            |  |   |         |  
|Allocable to Class A                                        |  | $                                          |             |   |                                                          |   |         |                                            |  |   |         |  
|Allocable to Class B                                        |  | $                                          | (13,490      | ) |                                                          |   |         |                                            |  |   |         |  
|Basic weighted average Class A membership units outstanding |  |                                            | 1.50         |   |                                                          |   |         |                                            |  |   |         |  
|Basic weighted average Class B membership units outstanding |  |                                            | 1,500,000.00 |   |                                                          |   |         |                                            |  |   |         |  
|Diluted weighted average membership units outstanding       |  |                                            | 1,500,001.50 |   |                                                          |   |         |                                            |  |   |         |  
|Net loss per Class A membership unit-basic                  |  | $                                          | (8.99        | ) |                                                          |   |         |                                            |  |   |         |  
|Net loss per Class B membership unit-basic                  |  | $                                          | (8.99        | ) |                                                          |   |         |                                            |  |   |         |  
|Per membership unit-diluted                                 |  | $                                          | (8.99        | ) |                                                          |   |         |                                            |  |   |         |  



See notes to the
unaudited condensed financial statements.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENT OF MEMBERS EQUITY (In thousands)



|                            |  |                      |        |                     |   |         |                        |  |   |         |  
|--------------------------- |  | -------------------- | ------ | ------------------- | - | ------- | ---------------------- |  | - | ------- | -
|                            |  | Capital Contribution |        | Accumulated Deficit |   |         | Total Members Deficit | 
|Balance, December 18, 2003  |  | $                    |       |                     | $ |        |                        |  | $ |        |  
|Net loss                    |  |                      |       |                     |   | (412    | )                      |  |   | (412    | )
|                            |  |                      |        |                     |   |         |                        |  |   |         |  
|Balance, December 31, 2003  |  |                      |       |                     |   | (412    | )                      |  |   | (412    | )
|Contributions from members  |  |                      | 90,000 |                     |   |        |                        |  |   | 90,000  |  
|Net loss                    |  |                      |       |                     |   | (13,490 | )                      |  |   | (13,490 | )
|                            |  |                      |        |                     |   |         |                        |  |   |         |  
|Balance, September 30, 2004 |  | $                    | 90,000 |                     | $ | (13,902 | )                      |  | $ | 76,098  |  
|                            |  |                      |        |                     |   |         |                        |  |   |         |  



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)



|                                                                                                   |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|-------------------------------------------------------------------------------------------------- |  | ------------------------------------------ | -------- | - | -------------------------------------------------------- | - | ------- | ------------------------------------------- |  | - | ------- | -
|                                                                                                   |  |                                            |          |   | PREDECESSOR INFORMATION                                  |  
|                                                                                                   |  | For the nine months endedSeptember 30,2004 |          |   | For the period from January 1, 2004 through June 17,2004 |   |         | For the nine months endedSeptember 30, 2003 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                              |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|                                                                                                   |  |                                            |         
|Net (loss) income                                                                                  |  | $                                          | (13,490  | ) |                                                          | $ | 6,106   |                                             |  | $ | (11,906 | )
|                                                                                                   |  |                                            |         
|Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|                                                                                                   |  |                                            |         
|Depreciation and amortization                                                                      |  |                                            | 2,607    |   |                                                          |   | 8,741   |                                             |  |   | 13,615  |  
|Provision for bad debts                                                                            |  |                                            |         |   |                                                          |   | (375    | )                                           |  |   | (1,782  | )
|Other                                                                                              |  |                                            |         |   |                                                          |   | 32      |                                             |  |   | 237     |  
|Change in working capital components:                                                              |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|Net increase in restricted cash                                                                    |  |                                            | (2,504   | ) |                                                          |   |        |                                             |  |   |        |  
|Net (increase) decrease in accounts receivable                                                     |  |                                            | (2,619   | ) |                                                          |   | 12,021  |                                             |  |   | (2,218  | )
|Net (increase) decrease in inventories, prepaid expenses and other current assets                  |  |                                            | (8,439   | ) |                                                          |   | (1,228  | )                                           |  |   | (643    | )
|Net increase (decrease) in accounts payable and accrued expenses                                   |  |                                            | 5,532    |   |                                                          |   | (18,945 | )                                           |  |   | 3,228   |  
|                                                                                                   |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|Net cash (used in) provided by operating activities                                                |  |                                            | (18,913  | ) |                                                          |   | 6,352   |                                             |  |   | 531     |  
|                                                                                                   |  |                                            |         
|CASH FLOWS USED IN INVESTING ACTIVITIES:                                                           |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|                                                                                                   |  |                                            |         
|Additions to property and equipment                                                                |  |                                            | (5,218   | ) |                                                          |   | (2,998  | )                                           |  |   | (7,482  | )
|Payment for purchase of LVH assets, net of cash acquired                                           |  |                                            | (276,901 | ) |                                                          |   |        |                                             |  |   |        |  
|Increase in restricted cash                                                                        |  |                                            | (11,000  | ) |                                                          |   |        |                                             |  |   |        |  
|                                                                                                   |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|Net cash used in investing activities                                                              |  |                                            | (293,119 | ) |                                                          |   | (2,998  | )                                           |  |   | (7,482  | )
|                                                                                                   |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES                                              |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|                                                                                                   |  |                                            |         
|Proceeds from term loan                                                                            |  |                                            | 200,000  |   |                                                          |   |        |                                             |  |   |        |  
|Proceeds from members equity                                                                      |  |                                            | 72,637   |   |                                                          |   |        |                                             |  |   |        |  
|Proceeds from redeemable members equity                                                           |  |                                            | 60,000   |   |                                                          |   |        |                                             |  |   |        |  
|Increase in debt issuance cost                                                                     |  |                                            | (3,570   | ) |                                                          |   |        |                                             |  |   |        |  
|Change in due to affiliated companies                                                              |  |                                            |         |   |                                                          |   | (6,139  | )                                           |  |   | 2,868   |  
|                                                                                                   |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|Net cash provided by (used in) financing activities                                                |  |                                            | 329,067  |   |                                                          |   | (6,139  | )                                           |  |   | 2,868   |  
|                                                                                                   |  |                                            |         
|Increase (decrease) in cash and equivalents                                                        |  |                                            | 17,035   |   |                                                          |   | (2,785  | )                                           |  |   | (4,083  | )
|                                                                                                   |  |                                            |         
|Cash and equivalents at beginning of period                                                        |  |                                            |         |   |                                                          |   | 12,734  |                                             |  |   | 15,250  |  
|                                                                                                   |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|Cash and equivalents at end of period                                                              |  | $                                          | 17,035   |   |                                                          | $ | 9,949   |                                             |  | $ | 11,167  |  
|                                                                                                   |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|Non-cash financing activity:                                                                       |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|                                                                                                   |  |                                            |         
|Conversion of advances from affiliates to members equity                                          |  | $                                          | 17,363   |   |                                                          | $ |        |                                             |  | $ |        |  
|                                                                                                   |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  
|                                                                                                   |  |                                            |         
|Cash paid for interest                                                                             |  | $                                          | 3,073    |   |                                                          | $ |        |                                             |  | $ |        |  
|                                                                                                   |  |                                            |          |   |                                                          |   |         |                                             |  |   |         |  



See notes to the
unaudited condensed financial statements.



5



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO 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 9.



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 subsidiary of Caesars Entertainment, Inc., formerly Park Place Entertainment Corporation (Caesars) that prior to
the Acquisition (further discussed in Note 2) operated the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada (the Hotel or the Property). Commencing June 18, 2004, the revenue and expense 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. Certain information and footnote disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the Untied 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 a fair presentation of the results for the interim periods have been made. The results for the three and nine-month period ended September 30, 2004, 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, 2003, included in the Companys Post-Effective Amendment No. 2 to Form 10 Registration
Statement filed August 13, 2004 (File No. 000-50635) (the Form 10). Pursuant to Rule 302, the registrant has included statements of operations and cash flows of the predecessor for the three and nine months ended September 30, 2003 and
the period from January 1, 2004 through June 17, 2004.



Use of Estimates



The preparation of the consolidated 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 impairment, accruals for slot 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.



6



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO FINANCIAL STATEMENTS(Continued)



Risk Factors



On June 17, 2004, the Company
secured a Nevada State gaming license for the ownership and operation of the Hotel. The Company is now subject to the normal risks inherent in operating a hotel casino, including compliance with regulatory, tax and operational requirements.



2. THE ACQUISITION



On June 18, 2004, the Company completed the Acquisition of substantially all of the assets
and assumed certain liabilities of LVH for $291 million in cash, which includes the purchase price of $280 million, a working capital adjustment of $6 million and professional fees and other expenses related to the acquisition of $5 million. The
purchase and sale agreement dated December 24, 2003 included a provision whereby the purchase price of $280 million was subject to adjustment related to the working capital of LVH. The working capital adjustment of $6 million was determined based
upon the preliminary closing balance sheet as of May 31, 2004. The final working capital adjustment was determined based upon the June 17, 2004 closing balance sheet. The working capital adjustment was finalized in the quarter ended September 30,
2004 and was determined to be $6.7 million. The Company paid an additional $741,000 to Caesars in October 2004. The transaction was accounted for as a purchase and, accordingly, the purchase price and working capital adjustment were allocated to the
assets acquired and liabilities assumed based upon their estimated fair values at the date of Acquisition. The estimated fair values of property were based upon third-party valuations. The Company is still in the process of evaluating these
valuations in determining its final purchase price allocation. The Company funded the Acquisition through the issuance of $150 million of membership units (further discussed in Note 9) and $200 million of long-term debt (as further discussed in Note
7).



The following unaudited proforma financial information for the Company has
been prepared assuming the acquisition had occurred on the first day of the nine-month period ended September 30, 2004:



(in thousands, except unit data)



|                                            |  |                                      |         |  
|------------------------------------------- |  | ------------------------------------ | ------- | -
|                                            |  | Nine months ended September 30, 2004 |        
|Net revenues                                |  | $                                    | 177,275 |  
|Net loss                                    |  | $                                    | (7,862  | )
|Net loss per Class A membership, unit-basis |  | $                                    | (5.24   | )
|Net loss per Class B membership, unit-basis |  | $                                    | (5.24   | )
|Per membership, unit-diluted                |  | $                                    | (5.24   | )



The unaudited proforma financial
information for the nine months ended September 30, 2003 has not been presented. Management does not believe that such information would be meaningful since the Company was not formed until December 18, 2003.



3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Cash and Cash Equivalents



Cash and cash equivalents consist of cash and short-term investments with original maturities not in excess of 90 days.



Restricted Cash



The Company has on deposit $28,504,000 in various escrow accounts as of September 30, 2004, of which $26,000,000 is to be
used for renovation projects and the remaining amounts are held for debt service and property taxes.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO FINANCIAL STATEMENTS(Continued)



Accounts Receivable



Accounts
Receivable are due within one year and are recorded net of amounts estimated to be uncollectible.



Allowance for Doubtful Accounts



The Company allows for an estimated amount of receivables that may not be collected. The Company estimates an allowance for doubtful accounts using a specific formula applied to aged receivables as well as a specific review of large
balances. Historical experience is considered, as are customer relationships, in determining specific reserves.



Inventories



Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out and specific identification methods. Inventories consist primarily of food, beverage and retail products.



Deferred Financing Costs



Deferred financing costs of $4.9 million relate to the Companys
financing of the Acquisition. The Company has commenced amortization of these costs since the closing of the Acquisition using the effective interest method. Amortization expense for the quarter ended September 30, 2004 was $279,000.



Property and Equipment



Property and equipment are stated at cost. Depreciation and amortization are provided on a straight-line basis over the
estimated useful lives of the assets as follows:



|                          |  |         
|------------------------- |  | --------
|Building and Improvements |  | 40 Years
|Furniture and Fixtures    |  | 7 Years 
|Gaming Equipment          |  | 5 Years 



Casino Revenue and Promotional
Allowances



Casino revenue is the aggregate of gaming wins and
losses. In accordance with industry practice, the retail value of accommodations, food and beverage, and other services furnished to hotel/casino guests without charge is included in gross revenue and then deducted as promotional allowances.



Hotel and Food and Beverage Revenues



Hotel revenue recognition criteria are generally met at the time of
occupancy. Food and beverage revenue recognition criteria are generally met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred income until revenue recognition criteria are
met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer as defined by a written contract entered into with the customer.



Slot Club Promotion and Progressive Jackpot Payouts



The Company has established a promotional club to encourage repeat business from frequent and active slot machine customers
and table games patrons. Members earn points based on gaming activity and such points can be redeemed for cash. The Company accrues for club points as a reduction to revenue based upon the estimates for expected redemptions. The Company maintains a
number of progressive slot machines and table games. As wagers are made on the respective progressive games, the amount available to win (to be paid out when the appropriate jackpots are hit) increases. The Company has recorded the progressive
jackpots as a liability with a corresponding charge against casino revenue.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO FINANCIAL STATEMENTS(Continued)



Advertising Costs



Costs for
advertising are expensed as incurred, except costs for direct-response advertising, which are capitalized and amortized over the period of the related program. Direct-response advertising consists primarily of mailing costs associated with the
direct-mail programs. Advertising costs that were expensed during the three and nine month periods ended September 30, 2004 were $1,645,000 and $1,894,000 respectively.



Concentrations of Credit Risk



Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of short-term investments and
receivables. The short-term investments (including restricted cash equivalents) are placed with a high credit quality financial institutions, which invests primarily in money market funds.



Income Taxes



The Company is a limited liability company and will be taxed as a partnership for federal income tax purposes. Accordingly,
no provision for federal income taxes was recorded because the taxable income or loss is included in the income tax return of the members.



Pre-opening Costs



Pre-opening costs representing primarily direct personnel and other costs incurred prior to the Acquisition were expensed as incurred.



Loss Per Membership Unit



The Companys loss per membership unit was calculated using the two-class method. Under the two-class method, losses
are allocated to each class of membership unit based on the respective members participation rights in undistributed losses.



The diluted loss per membership unit includes the effect of the assumed conversion of the Class B Membership Units into Class A Membership Units at a 1:1 ratio. The .182
options to purchase Class A Membership Units and 181,667 options to purchase Class B Membership Units have been excluded from the diluted loss per membership unit calculation because the assumed conversion of these options would be anti-dilutive.



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 .182 Class A Units and 181,667 Class B units reserved for issuance under the Plan.



Subsequent to the closing of the Acquisition, the Company granted .182
options of Class A Units and 181,667 options of Class B Units to certain executives, in accordance with the Plan. The options have a 10 year life, vest over three to five years and are valued at $100 per unit in both classes.



The Company accounts for stock-based compensation, including employee stock
option plans, in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and the Financial Accounting Standards Boards Interpretation No. 44, Accounting for Certain Transactions
involving Stock Compensation, an interpretation of APB Opinion No. 25. Had the Company accounted for these plans under the fair value method allowed by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123), as amended by Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based CompensationTransition and Disclosure (SFAS 148), the Companys net loss and
loss per membership unit would have been reduced to recognize the fair value of employee membership unit options.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO FINANCIAL STATEMENTS(Continued)



The following are required disclosures under SFAS 123 and SFAS 148:

|                                          |  |                                    |       |                                   |   |                                     |  |                                   |       |  |   |       
|----------------------------------------- |  | ---------------------------------- | ----- | --------------------------------- | - | ----------------------------------- |  | --------------------------------- | ----- |  | - | ------
|                                          |  | Class A Membership Units           |       | Class B Membership Units         
|                                          |  | Three monthsendedSeptember 30,2004 |       | Nine monthsendedSeptember 30,2004 |   | Three months endedSeptember 30,2004 |  | Nine monthsendedSeptember 30,2004
|Net loss                                  |  | $                                  | 5,465 |                                   | $ | 13,490                              |  | $                                 | 5,465 |  | $ | 13,490
|As reported Stock-based compensation cost |  |                                    | 829   |                                   |   | 829                                 |  |                                   | 829   |  |   | 829   
|                                          |  |                                    |       |                                   |   |                                     |  |                                   |       |  |   |       
|Pro-forma                                 |  | $                                  | 6,294 |                                   | $ | 14,319                              |  | $                                 | 6,294 |  | $ | 14,319
|                                          |  |                                    |       |                                   |   |                                     |  |                                   |       |  |   |       
|Basic loss per membership unit            |  | $                                  | 3.64  |                                   | $ | 8.99                                |  | $                                 | 3.64  |  | $ | 8.99  
|As reported Stock-based compensation cost |  |                                    | .56   |                                   |   | .56                                 |  |                                   | .56   |  |   | .56   
|                                          |  |                                    |       |                                   |   |                                     |  |                                   |       |  |   |       
|Pro-forma                                 |  | $                                  | 4.20  |                                   | $ | 9.55                                |  | $                                 | 4.20  |  | $ | 9.55  
|                                          |  |                                    |       |                                   |   |                                     |  |                                   |       |  |   |       
|Diluted loss per membership               |  | $                                  | 3.64  |                                   | $ | 8.99                                |  |                                   |      |  |   |      
|As reported Stock-based compensation cost |  |                                    | .56   |                                   |   | .56                                 |  |                                   |      |  |   |      
|                                          |  |                                    |       |                                   |   |                                     |  |                                   |       |  |   |       
|Pro-forma                                 |  | $                                  | 4.20  |                                   | $ | 9.55                                |  |                                   |      |  |   |      
|                                          |  |                                    |       |                                   |   |                                     |  |                                   |       |  |   |       



Accounting for Derivative Instruments
and Hedging Activities



The Company uses interest rate caps to
assist in managing interest incurred on its long-term debt. The difference between amounts received and amounts paid under such agreement, as well as any costs or fees, is recorded as a reduction of, or addition to, interest expense as incurred over
the life of the interest rate cap.



4. ACCOUNTS RECEIVABLE

Components of accounts receivable were as follows (in thousands):

|                                                    |  |                    |        |  
|--------------------------------------------------- |  | ------------------ | ------ | -
|                                                    |  | September 30, 2004 |       
|Casino                                              |  | $                  | 8,119  |  
|Hotel                                               |  |                    | 7,853  |  
|Other                                               |  |                    | 537    |  
|                                                    |  |                    |        |  
|                                                    |  |                    | 16,509 |  
|Less: Allowance for doubtful accounts and discounts |  |                    | (3,263 | )
|                                                    |  |                    |        |  
|                                                    |  | $                  | 13,246 |  
|                                                    |  |                    |        |  



5. PROPERTY AND EQUIPMENT, NET

Components of property and equipment were as follows (in thousands):

|                                  |  |                    |         |  
|--------------------------------- |  | ------------------ | ------- | -
|                                  |  | September 30, 2004 |        
|Land and land improvements        |  | $                  | 153,982 |  
|                                  | 
|Building and improvements         |  |                    | 107,068 |  
|                                  | 
|Furniture, fixtures and equipment |  |                    | 37,762  |  
|                                  |  |                    |         |  
|                                  |  |                    | 298,812 |  
|Less: accumulated depreciation    |  |                    | (2,132  | )
|                                  |  |                    |         |  
|                                  |  | $                  | 296,680 |  
|                                  |  |                    |         |  



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO FINANCIAL STATEMENTS(Continued)



6. OTHER ACCRUED LIABILITIES



Other accrued
liabilities consist of the following (in thousands):



|                    |  |                    |       
|------------------- |  | ------------------ | ------
|                    |  | September 30, 2004
|Customer deposits   |  | $                  | 4,034 
|                    | 
|Payroll and related |  |                    | 9,175 
|                    | 
|Taxes and licenses  |  |                    | 2,098 
|                    | 
|Casino              |  |                    | 5,876 
|                    | 
|Interest            |  |                    | 1,377 
|                    | 
|Utilities           |  |                    | 1,607 
|                    | 
|Other               |  |                    | 5,447 
|                    |  |                    |       
|                    |  | $                  | 29,614
|                    |  |                    |       



7. TERM LOAN



On June 18, 2004 in connection with the consummation of the Acquisition, the
Company entered into the Goldman Term Loan (the Term Loan). The Term Loan is for a principal amount of $200 million and is for an initial term of two (2) years with two one-year extensions. The Term Loan is subject to a $30 million
holdback amount: $26 million has been set aside for renovation and construction and $4 million is held as a debt-service reserve. Interest on the Term Loan accrues at a rate of 6.50% plus the greater of (i) one-Month LIBOR or (ii) 1.5%. The Term
Loan provides for no amortization during the term. The Term Loan is secured by a first priority deed of trust on the Property.



Pursuant to the terms of the Term Loan, the Company purchased an interest rate cap with LIBOR strike rate of 5% for the first two years of the Term Loan
and an interest rate cap with LIBOR strike rate of 6% for any extension periods.



8. REDEEMABLE MEMBERS EQUITY



In connection
with the closing of the Acquisition, the Company, Voteco, Coinvestment 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 Goldman 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 above the Company must, within forty-five days elect to either (i) purchase Whitehalls interest in Co-investment Partners or (ii) sell the Company in its entirety. If the Company elects not to purchase
Whitehalls interest, 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. For
purposes of the statement presentation and 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.



9. MEMBERSHIP INTERESTS



In connection with and immediately prior to the Acquisition, the Company issued Class A Membership Units (Class A
Units) to Coinvestment VoteCo and VoteCo on a pro rata basis in proportion to the equity contributions made by each entity. In addition, the Company issued Class B Membership Units (Class B Units and together with the Class A
Units, the Membership Units) to Co-Investment Partners and to Holdings, on a pro rata basis in proportion to the equity contributions made by each entity. All of these entities are existing affiliates of the Company.



As of September 30, 2004, VoteCo owns 0.60 Class A Units and Coinvestment
Voteco owns 0.90 Class A Units. In addition, as of September 30, 2004, Holdings owns 600,000 Class B Units and Co-Investment Partners owns 900,000 Class B Units. Prior to the closing of the Acquisition, the Company executed the Operating Agreement.
Pursuant to the Operating Agreement, holders of Class A Units are entitled to one vote per unit in all matters to be voted on by voting members of the Company. Holders of Class B units are not entitled to vote, except as otherwise expressly required
by law.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO FINANCIAL STATEMENTS(Continued)



On June 18, 2004, the Company issued Class A Units and Class B Units in connection with the organizational structure that was put in place in order to
consummate the Acquisition. Pursuant to that organizational structure, Holdings and Co-Investment Partners, through their purchase of the non-voting Class B Units, acquired substantially all of the assets of LVH without having any voting power or
other power to control the affairs or operations of the Company, except as otherwise expressly required by law.



At the time of the closing of the Acquisition, the Company executed: (1) a Transfer Restriction Agreement by and among Thomas J. Barrack, Jr.
(Barrack), Nicholas L. Ribis (Ribis), Co-Investment Partners and Coinvestment VoteCo (the Coinvestment Transfer Restriction Agreement) and (2) a Transfer Restriction Agreement by and among Mr. Barrack, VoteCo and
Holdings (the VoteCo Transfer Restriction Agreement).



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



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



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



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



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



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



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



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



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



10. RELATED PARTY TRANSACTIONS



Colony VI funded the escrow deposit and deferred financing
costs and paid certain expenses related to the Companys operations during the period from December 18, 2003 (date of inception) through June 17, 2004. These advances are reported as Due to Affiliate in the accompanying balance sheets as of
December 31, 2003 and were converted to members equity at the completion of the Acquisition.



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



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO FINANCIAL STATEMENTS(Continued)



11. COMMITMENTS AND CONTINGENCIES



Employment
and Services Agreements



The Company has entered into a Vice
Chairmans agreement or employment agreements, as amended, with several executives. The employment agreements have initial terms of six months to five years and some are subject to one-year extensions. These agreements provide that the
executives will receive a base salary with either mandatory increases or annual adjustments and annual bonus payments.



In addition, under the Vice Chairmans agreement, the Company granted the Vice Chairman an option to purchase 0.125 Class A and 125,000 Class B
membership units. The employment agreements provide that the Company grant certain executives options to purchase the Companys Class A Units and Class B Units that are issued and outstanding as of the date on which the Acquisition was
completed. The Options were granted under the 2004 Incentive Plan adopted by the Company. Depending on the terms of the employment agreement, executives were granted options to purchase 0.5% to 7.5% of the Membership Units. Hilton License Agreement.



Concurrently with the closing of the Acquisition, the Company
entered into a License Agreement pursuant to which the Company licenses from Hilton Inns, Inc. (Hilton) the right to use the mark Hilton and is part of Hiltons reservation system and Hiltons HHonors
Program(TM). The License Agreement commenced on the date of the closing of the Acquisition and expires on December 31, 2008. During the term of the License Agreement, the Company is required to pay Hilton an annual fee of $2,000,000 plus 1% of
the Hotels gross room revenue to fund national and regional group advertising and sales and business promotion efforts by Hilton.



Easements



The Hilton Grand Vacations property, located adjacent to the Hotel, has an easement for use of approximately 260 parking spaces (out of approximately 4,800 parking spaces). There is also an easement for the use of the
monorail that runs through the Hotel property.



Environmental



An independent environmental consultant performed a Phase I environmental
site assessment in accordance with the American Society for Testing and Materials (ASTM) standards on the Las Vegas Hilton property in December 2003. This assessment involved visual inspection, interviews with site personnel, review of
certain publicly available records and preparation of a written report. The assessment did not include any testing of soil or groundwater at the property. According to certain historical data integrated into the Phase I report, in 2000 it was
discovered that there is a plume of tetrachloroethene in the groundwater and the property was listed as a leaking underground storage tank site. The contamination is believed to originate from an off-site source, but the source has not yet been
identified.



To date, the Nevada Division of Environmental
Protection has not required any additional investigation at the property. The Phase I report states that levels of tetrachloroethene and total petroleum hydrocarbons in the groundwater beneath the property in 2000 exceeded certain limits allowed
under a National Pollutant Discharge Elimination System permit. The Phase I report indicates that the allowable levels have been exceeded in the past and a treatment system is needed to ensure compliance with applicable requirements. The Company
expects to install a treatment system at a nominal cost. The Phase I report also identified asbestos-containing materials at the Hotel. The Company expects to manage these materials pursuant to an operations and maintenance program.



The Company has not determined what the cost, if any, will be with respect to
the groundwater or the asbestos issue, however, the Company believes that the issues will not have a material effect upon its financial position or results of operations. There can be no assurance, however, that the estimated capital and operating
costs for the treatment system will not be exceeded or that there will be no claims or other liabilities associated with the foregoing conditions.



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##### Table of Contents

Litigation



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



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 Post-Effective Amendment No. 2 to Form 10 Registration Statement and the
unaudited interim condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.



Overview



Prior to June 18, 2004 Colony Resorts LVH Acquisitions, LLC (the Company), conducted no business other than in connection with the execution of a 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 subsidiary of Caesars Entertainment, Inc., formerly Park Place
Entertainment Corporation (Caesars) that prior to the Acquisition, operated the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada (the Property).



Pursuant to the terms of the Purchase and Sale Agreement, the Company purchased substantially all of the assets and assumed certain
liabilities of LVH. The Acquisition closed on June 18, 2004. Since June 18, 2004, the Company has owned and operated the Property and accordingly has a limited operating history. Therefore, the discussion of operations herein focuses on events and
the revenues and expenses during the nine months ended September 30, 2004 as if there was no change in ownership of the Property on June 18, 2004 compared to the historical operations of the Property for the nine months end September 30, 2003. The
discussion of operations for the three month period ended September 30, 2004 and 2003 compares the operations of the Property as operated by the Company to Caesars during the respective periods of ownership.



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



Casino revenues vary from time to time due to general economic conditions, popularity of entertainment offerings, table game hold, slot hold, and occupancy percentages in
the hotels. Casino revenues also vary depending upon the amount of gaming activity as well as variations in the odds for different games of chance. The 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 time
the room is provided to the guest.



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



Other revenue includes retail sales, entertainment sales, telephone and other miscellaneous
income at the 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



The following discussion presents an analysis of the results of operations for the three and nine months ended September 30, 2004 and 2003 of the Property.



Comparison of three months ended September 30, 2004 with September 30, 2003



Total net revenues increased $2,522,000 or 5%, to
$53,684,000 for the 3 months ended September 30, 2004 compared to $51,162,000 for the 3 months ended September 30, 2003, as described below.



For the Three Months Ended September 30

(dollars in thousands)



|                             |  |      |        |   |      |   |        |          |  |      
|---------------------------- |  | ---- | ------ | - | ---- | - | ------ | -------- |  | -----
|NET REVENUES:                |  |      |        |   |      |   |        |          |  |      
|                             |  | 2004 |        |   | 2003 |   |        | % CHANGE
|Casino                       |  | $    | 23,738 |   |      | $ | 19,356 |          |  | 23 % 
|Rooms                        |  |      | 19,339 |   |      |   | 18,439 |          |  | 5 %  
|Food and beverage            |  |      | 12,665 |   |      |   | 13,958 |          |  | (9)% 
|Other                        |  |      | 3,967  |   |      |   | 4,807  |          |  | (18)%
|                             |  |      |        |   |      |   |        |          |  |      
|                             |  |      | 59,709 |   |      |   | 56,560 |          |  | 6 %  
|Less  promotional allowance |  |      | (6,025 | ) |      |   | (5,398 | )        |  | 12 % 
|                             |  |      |        |   |      |   |        |          |  |      
|Total net revenues           |  | $    | 53,684 |   |      | $ | 51,162 |          |  | 5 %  
|                             |  |      |        |   |      |   |        |          |  |      



Casino



Casino revenues increased $4,382,000, or 23%, to $23,738,000 for the three
months ended September 30, 2004, compared to $19,356,000 for the three months ended September 30, 2003. The increase in casino revenue was primarily attributable to increased casino volume of 10.1% while table hold and slot win were relatively
unchanged. Table drop and slot handle increased 27.7% and 6.3% respectively, while table hold was down 1.3% and slot win was down 0.8 %. The increase in casino volume is primarily attributable to marketing to new players with an emphasis on casino
events and promotions.



Rooms



Room revenues increased $900,000, or 5%, to $19,339,000 for the three months
ended September 30, 2004 compared to $18,439,000 recorded for the three months ended September 30, 2003. Room revenue increased, despite a decrease in occupancy, as a result of an increase in the average daily rate. The average daily rate increased
$7.98 to $84.18 for the three months ended September 30, 2004 from $76.21 for the three months ended September 30, 2003. The increase is attributed to an increase in the rate for convention related business. The decrease in occupancy at the Property
was a result of a decrease in leisure visitation.



Food and Beverage



Food and beverage revenues decreased $1,293,000, or 9%, to
$12,665,000 for the three months ended September 30, 2004 compared to $13,958,000 for the three months ended September 30, 2003. The decrease was primarily due to a decrease in banquet and casual dining restaurant revenue which was the result of a
decrease in leisure related business.



Other



Other revenue includes retail sales, entertainment sales, telephone and
other miscellaneous income. Other revenue decreased $840,000, or 18%to $3,967,000 for the three months ended September 30, 2004 from $4,807,000 for the three months ended September 30, 2003. The decrease in other revenue during the period was
primarily due to a decrease in retail revenue.



15



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##### Table of Contents

Promotional allowances increased $627,000, or 12%, to $6,025,000 for the three months ended September 30,
2004 compared to $5,398,000 for the three months ended September 30, 2003. The increase is attributed to the increase incentives given to casino guest to entice play at the Property.



Operating Expenses



|                            |  |      |        |      |   |          |  |      
|--------------------------- |  | ---- | ------ | ---- | - | -------- |  | -----
|Operating Expenses:         |  |      |        |      |   |          |  |      
|                            |  |      |       
|                            |  | 2004 |        | 2003 |   | % CHANGE
|Casino                      |  | $    | 13,975 |      | $ | 14,775   |  | (6)% 
|Rooms                       |  |      | 5,872  |      |   | 6,489    |  | (10)%
|Food and beverage           |  |      | 13,360 |      |   | 12,094   |  | 11 % 
|General & Administrative    |  |      | 16,592 |      |   | 18,220   |  | (9)% 
|Other                       |  |      | 3,115  |      |   | 3,093    |  | 1 %  
|Depreciation & Amortization |  |      | 1,965  |      |   | 4,491    |  | (56)%
|                            |  |      |        |      |   |          |  |      
|Total                       |  | $    | 54,879 |      | $ | 59,162   |  | (7)% 
|                            |  |      |        |      |   |          |  |      



Operating expenses
were $54,879,000 for the three months ended September 30, 2004, representing a decrease of $4,283,000 million, or 7%, compared to $59,162,000 for the three months ended September 30, 2003. The decrease in operating expenses was primarily
attributable to the decrease in general & administrative expenses and depreciation & amortization.



The reduction in general & administrative expenses is directly related to the elimination of the management fee and certain corporate allocations that
were charged to the Property from Caesars during the three months ended September 30, 2003 that are no longer incurred as a result of the Acquisition. The reduction in depreciation is the result of the sale of the Property as assets were revalued
with a significant amount of the asset valuation recorded as land which was previously recorded as building and improvements.



The decrease in casino and rooms expenses is primarily due to a reduction in certain marketing expenses, offset by increases in salary and wages.



The increase in food and beverage expense is primarily due to
an increase in food cost as a result of the Acquisition, as the Property no longer benefits from certain services and corporate discounts previously received through Caesars.



Comparison of nine months ended September 30, 2004 with September 30, 2003



Total net revenue increased $17,774,000 or 11%, to $177,286,000 for the 9
months ended September 30, 2004 compared to $159,512,000 for the 9 months ended September 30, 2003, as described below:



Nine Months Ended September 30

(dollars in
thousands)



|                             |  |      |         |   |      |   |         |          |  |    
|---------------------------- |  | ---- | ------- | - | ---- | - | ------- | -------- |  | ---
|NET REVENUES:                |  |      |         |   |      |   |         |          |  |    
|                             |  |      |        
|                             |  | 2004 |         |   | 2003 |   |         | % CHANGE
|Casino                       |  | $    | 64,077  |   |      | $ | 55,248  |          |  | 16%
|Rooms                        |  |      | 69,840  |   |      |   | 62,116  |          |  | 12%
|Food and beverage            |  |      | 46,021  |   |      |   | 43,361  |          |  | 6% 
|Other                        |  |      | 14,768  |   |      |   | 14,227  |          |  | 4% 
|                             |  |      |         |   |      |   |         |          |  |    
|                             |  |      | 194,706 |   |      |   | 174,952 |          |  | 11%
|Less  promotional allowance |  |      | (17,420 | ) |      |   | (15,440 | )        |  | 13%
|                             |  |      |         |   |      |   |         |          |  |    
|Total Net Revenues           |  | $    | 177,286 |   |      | $ | 159,512 |          |  | 11%
|                             |  |      |         |   |      |   |         |          |  |    



16



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##### Table of Contents

Casino



Casino revenues increased $8,829,000, or 16%, to $64,077,000 for the nine months ended September 30, 2004, compared to $55,248,000 for the nine months
ended September 30, 2003. An increase in gaming volume primarily in table games and slots contributed to the increase in casino revenues. The table hold and slot win percentages, did not change significantly. Table games volume increased
approximately 11.4% and slot volume increased 4.9% for the nine months ended September 30, 2004 compared to the same period in the prior year. Table games hold percentage increased 1.8% to 14.6 percent for the nine months ended September 2004 from
12.9 percent for the nine months ended September 30, 2003. The slot win percentage was relatively flat for the period ended September 30, 2004 compared to the period ended September 30, 2003. The increase in the casino volume is primarily due to
increased visitation at the Property from conventions and the Companys focus on marketing efforts (after the Acquisition) to attract new players to the Property.



Rooms



Room revenues increased $7,724,000, or 12%, to $69,840,000 for the nine months ended September 30, 2004 compared to $62,116,000 for the nine months ended
September 30, 2003. The increase was primarily attributed to an increase in the average daily rate, the occupancy percentage was relatively unchanged at 88.9 percent for the nine months ended September 30, 2004 compared to 88.1 percent for the nine
months ended September 30, 2003. The average daily rate increased $10.64 to $97.95 for the nine months ended September 30, 2004 from $87.31 for the nine months ended September 30,2003. The increase in the average daily rate is primarily due to an
increase in the rate for convention related business.



Food and Beverage



Food and beverage revenues increased $2,660,000 or 6%, to
$46,021,000 for the nine months ended September 30, 2004 compared to $43,361,000 for the nine months ended September 30, 2003. The increase is primarily due to an increase in banquet and casual dining restaurant revenue which is the result of
increased convention related business during the first part of the year.



Other



Other revenue includes retail sales, entertainment sales,
telephone and other miscellaneous income. Other revenue increased $541,000 or 4%, to $14,768,000 for the nine months ended September 30, 2004 as compared to $14,227,000 for the nine months ended September 30, 2003. Other revenue had increased during
the period due to the renegotiating of tenant leases and an increase in convention space rental. However, much of the increase was offset by a decrease in the retail revenue.



|                            |  |      |         |      |   |          |  |      
|--------------------------- |  | ---- | ------- | ---- | - | -------- |  | -----
|Operating Expenses:         |  |      |         |      |   |          |  |      
|                            |  |      |        
|                            |  | 2004 |         | 2003 |   | % CHANGE
|Casino                      |  | $    | 41,254  |      | $ | 40,283   |  | 2 %  
|Rooms                       |  |      | 19,654  |      |   | 19,284   |  | 2 %  
|Food and beverage           |  |      | 40,046  |      |   | 36,924   |  | 8 %  
|General & Administrative    |  |      | 53,096  |      |   | 52,696   |  | 1 %  
|Other                       |  |      | 8,431   |      |   | 8,616    |  | (2)% 
|Depreciation & Amortization |  |      | 10,967  |      |   | 13,615   |  | (20)%
|Pre-Opening                 |  |      | 6,325   |      |   |         |  | 100 %
|                            |  |      |         |      |   |          |  |      
|Total                       |  | $    | 179,773 |      | $ | 171,418  |  | 5 %  
|                            |  |      |         |      |   |          |  |      



Operating
expenses (including pre-opening expenses) increased $8,355,000 million, or 5%, to $179,773,000 for the nine months ended September 30, 2004 compared to $171,418,000 for the nine months ended September 30, 2003. The increase in operating expenses was
primarily attributable to the pre-opening expenses incurred by the Company prior to the Acquisition of the Property. Pre-opening expenses include payroll, professional services and other general and administrative expenses related to the
Acquisition.



Excluding the pre-opening expenses, operating expenses were
$173,448,000 or an increase of $2,030,000. The increase was primarily attributable to an increase in Casino, Rooms and Food and Beverage expenses as a direct result of increased business at the Property and wage increases compared to the
corresponding prior period. The increase however is offset by a reduction in depreciation and amortization of $2,648,000 which is the result of the sale of the property as assets were revalued with a significant amount of the asset valuation
recorded as land from building and improvements.



17



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##### Table of Contents

Financial Condition



Liquidity



As of September 30, 2004, the Company had cash and equivalents of $17,136,000 of which $2,504,000 was cash in the casino used to fund daily operations.



The Company raised $150 from the sale of the Class A Units and $150 million from the sale of the Class B Units. The Term Loan is for a
principal amount of $200 million and interest accrues at a rate of 6.50% plus the greater of (i) one-month LIBOR or (ii) 1.5%. $30 million of the Term Loan is held back for capital expenditures and an interest reserve. The initial term is two years
with two one-year extension options. In addition, the Term Loan contains important affirmative and negative financial covenants customary for loans of this nature, which may restrict the Companys ability to operate the casino and hotel
operations or pursue development opportunities if desired.



The Company expects
that its cash flows from operations, together with cash on hand and available borrowings, including the Term Loan, will be adequate to fund its activities, including the capital expenditures that the Company plans to make over the foreseeable
future. However, no assurances can be made that such sources of financing will be sufficient to fund such activities and capital expenditures and the Companys debt, including the Term Loan, will materially restrict future borrowings. Subject
to certain conditions, the Term Loan does permit the Company to incur additional debt to fund working capital. 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.



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.



Critical Accounting Policies



A summary of the Companys significant accounting policies can be found in Note 3 to
financial statements included within this Form 10Q. The Companys preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
Significant among those estimates are the useful lives and potential impairment of long-term assets, such as buildings and equipment and the adequacy of the Companys allowance for uncollectible receivables. These estimated amounts are based on
management of the Companys best judgments using both historical information and known trends of the Property, the City of Las Vegas and the gaming industry. Because of the uncertainty inherent in any estimate, it is likely that the actual
results will differ from the initial estimates, and the differences could be material.



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 changes in market
rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. The Company is exposed to no such market risks. The Company has market risk associated with funds that were borrowed to finance the Acquisition and pay
related fees and expenses.



18



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##### Table of Contents

greater of (i) one-month LIBOR or (ii) 1.5%. The initial term of the Term Loan is two years with two one-year extension
options. The Term Loan is subject to interest rate risk and the interest payments associated with the Term Loan will increase if LIBOR increases.



Pursuant to the terms of the Term Loan, the Company purchased an interest rate cap with a LIBOR strike rate of 5% for the first two years of the Term Loan and an interest
rate cap with a LIBOR strike rate of 6% 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 Term Loan to
increase significantly. The Company does not currently anticipate a sudden change in LIBOR during the term of the Term Loan.



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



Prior to the closing
of the Acquisition, the Company was a development stage company and as such, the management, under the supervision and with the participation of its Chief Executive Officer and Executive Vice President of Finance were developing a system of
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) and performed an evaluation of the effectiveness of the design and operation of Companys disclosure controls
and procedures implemented at such time. Since the closing of the Acquisition, a system has been put in place that the Companys management, including its Chief Executive Officer and Executive Vice President of Finance, believe include
disclosure controls and procedures that are effective.



There have been no
changes since the closing of the Acquisition in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



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.



19



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##### Table of Contents

PART II. OTHER INFORMATION



ITEM 6. EXHIBITS



(a) Exhibits



EXHIBIT INDEX



|               |  |                                                                                                                                                                         
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NUMBER |  |                                                                                                                                                                         
|2.1            |  | Purchase and Sale Agreement, dated as of December 24, 2003, by and among Colony Resorts LVH Acquisitions, LLC, LVH Corporation and Park Place Entertainment Corporation*
|               | 
|3.1            |  | Articles of Organization, dated as of December 18, 2003, for Colony Resorts LVH Acquisitions, LLC*                                                                      
|               | 
|3.2            |  | Operating Agreement, dated as of December 22, 2003, for Colony Resorts LVH Acquisitions, LLC*                                                                           
|               | 
|3.3            |  | Amended and Restated Operating Agreement, dated June 18, 2004, for Colony Resorts LVH Acquisitions, LLC+                                                                
|               | 
|3.4            |  | Amendment No. 1 to the Amended and Restated Operating Agreement, dated July 23, 2004, for Colony Resorts LVH Acquisitions, LLC****                                      
|               | 
|3.5            |  | Amendment to Articles of Organization, dated June 25, 2004, for Colony Resorts LVH Acquisitions, LLC******                                                              
|               | 
|10.1           |  | Deposit Escrow Agreement, dated as of December 24, 2003, by and among LVH Corporation, Colony Resorts LVH Acquisitions, LLC and Nevada Title Company*                   
|               | 
|10.2           |  | Coinvestment Transfer Restriction Agreement, dated June 18, 2004, by and among Mr. Barrack, Mr. Ribis, Co-Investment Partners and Coinvestment VoteCo+                  
|               | 
|10.3           |  | Transfer Restriction Agreement, dated June 18, 2004, by and among Mr. Barrack, Holdings and VoteCo+                                                                     
|               | 
|10.4           |  | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Rodolfo Prieto*                                                
|               | 
|10.5           |  | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser*                                           
|               | 
|10.6           |  | Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino*                                            
|               | 
|10.7           |  | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Rodolfo Prieto*                                                   
|               | 
|10.8           |  | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser*                                              
|               | 
|10.9           |  | Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino*                                               
|               | 
|10.10          |  | Employment Agreement, dated as of May 17, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Gonzalo De Varona.***                                           
|               | 
|10.11          |  | Employment Agreement, dated as of April 12, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Stewart.***                                            
|               | 
|10.12          |  | Vice Chairman Agreement, dated June 18, 2004, between Colony Resorts LVH Acquisitions, LLC and Nicholas L. Ribis.****                                                   
|               | 
|10.13          |  | Colony Resorts LVH Acquisitions, LLC 2004 Incentive Plan****                                                                                                            
|               | 
|10.14          |  | Loan Agreement, dated June 18, 2004, by and between Colony Resorts LVH Acquisition, LLC and Archon Financial, L.P.+                                                     



20



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##### Table of Contents

|               |  |                                                                                                                                                                                                                                                                    
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NUMBER |  |                                                                                                                                                                                                                                                                    
|10.15          |  | Sale Right Agreement, dated June 18, 2004, by and among Colony Resorts LVH Acquisitions, LLC, Colony Resorts LVH Holdings, LLC, Colony Resorts LVH Coinvestment Voteco, LLC, Colony Resorts LVH
Voteco, LLC and Colony Resorts LVH Co-Investment Partners, L.P.****
|               | 
|10.16          |  | Services Agreement, dated June 18, 2004, between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel and Casino, Inc.****                                                                                                                         
|               | 
|10.17          |  | Joint Marketing Agreement, by and between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel, Inc.****                                                                                                                                           
|               | 
|10.18          |  | Joint Services Agreement, by and between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel, Inc.****                                                                                                                                            
|               | 
|10.19          |  | Employment Agreement, dated as of May 11, 2003, between LVH Corporation and Thomas Page.****                                                                                                                                                                       
|               | 
|10.20          |  | Addendum to Employment Agreement, dated as of June 22, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Thomas Page.****                                                                                                                              
|               | 
|31.1           |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                          
|               | 
|31.2           |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                          
|               | 
|32.1           |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                            
|               | 
|32.2           |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                            

---

|* | Incorporated by reference to the Registrants Form 10, filed March 15, 2004 (File Number 0-50635).
|- | --------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the Registrants Amendment No. 1 to Form 10, filed April 26, 2004 (File Number 0-50635).
|-- | ---------------------------------------------------------------------------------------------------------------------

|*** | Incorporated by reference to the Registrants Post-Effective Amendment No. 1 to Form 10, filed June 17, 2004 (File Number 0-50635).
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|+ | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, filed June 28, 2004 (File Number 0-50635).
|- | -----------------------------------------------------------------------------------------------------------------------

|**** | Incorporated by reference to Registrants Post-Effective Amendment No. 2 to Form 10 filed August 13, 2004 (File Number 0-50635).
|---- | --------------------------------------------------------------------------------------------------------------------------------

|***** | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed August 23, 2004 (File Number 0-50635).
|----- | --------------------------------------------------------------------------------------------------------------------

|****** | Incorporated by reference to Registrants Quarterly Report on Form 10-Q/A filed September 9, 2004 (File Number 0-50635).
|------ | ------------------------------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K



On June 30, 2004, the Company filed an 8-K under Items 2 and 7.



21



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##### Table of Contents

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
|                  |  |                                     
|November 15, 2004 |  | By:                                  |  | /s/ Rodolfo Prieto                         
|                  |  |                                      |  | Rodolfo Prieto                             
|                  |  |                                      |  | Chief Executive Officer and General Manager
|                  |  |                                     
|November 15, 2004 |  | By:                                  |  | /s/ Robert Schaffhauser                    
|                  |  |                                      |  | Robert Schaffhauser                        
|                  |  |                                      |  | Executive Vice President of Finance        



22