##### Table of Contents

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007



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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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

For the quarterly period ended March 31, 2007

or



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

For the transition period from              to

Commission File Number 000-50635



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COLONY RESORTS LVH ACQUISITIONS,
LLC

(Exact Name of Registrant as Specified in its Charter)



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



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

702-732-5111

(Registrants Telephone Number, Including Area Code)



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

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

Large Accelerated Filer ̈Accelerated Filer ̈Non-accelerated
filer  x

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

As of May 1, 2007, there were 1.5 Class A Membership Units outstanding and there were 1,500,000 Class B Membership Units outstanding.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

FORM 10-Q

TABLE OF CONTENTS



|           |  |                                                                                       |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                       |  | Page
|PART I.    |  | FINANCIAL INFORMATION                                                                 |  |     
|           |  |                                                                                      
|ITEM 1.    |  | FINANCIAL STATEMENTS                                                                  |  |     
|           |  |                                                                                      
|           |  | COLONY RESORTS LVH ACQUISITIONS, LLC                                                  |  |     
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS:                                     |  |     
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED BALANCE SHEETS                                                    |  | 1   
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED STATEMENTS OF INCOME                                              |  | 2   
|           |  |                                                                                      
|           |  | UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS                                          |  | 3   
|           |  |                                                                                      
|           |  | NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                                     |  | 4   
|           |  |                                                                                      
|ITEM 2.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 9   
|           |  |                                                                                      
|ITEM 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 16  
|           |  |                                                                                      
|ITEM 4.    |  | CONTROLS AND PROCEDURES                                                               |  | 17  
|           |  |                                                                                      
|PART II.   |  | OTHER INFORMATION                                                                     |  | 18  
|           |  |                                                                                      
|ITEM 6.    |  | EXHIBITS                                                                              |  | 18  
|           | 
|SIGNATURES |  | 20                                                                                   



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

CONDENSED BALANCE SHEETS

(in thousands)



|                                                                                                                        |  |               |         |                   |   |        
|----------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- | - | -------
|                                                                                                                        |  | March 31,2007 |         | December 31,2006*
|                                                                                                                        |  | (Unaudited)   |         |                  
|Assets                                                                                                                  |  |               |         |                   |   |        
|CURRENT ASSETS:                                                                                                         |  |               |         |                   |   |        
|Cash and equivalents                                                                                                    |  | $             | 24,880  |                   | $ | 22,943 
|Restricted cash                                                                                                         |  |               | 2,660   |                   |   | 3,396  
|Accounts receivable, net of allowance for doubtful accounts of $4,817 at March 31, 2007 and $4,561 at December 31,
2006 |  |               | 20,279  |                   |   | 18,826 
|Inventories                                                                                                             |  |               | 2,969   |                   |   | 2,921  
|Prepaid expenses and other current assets                                                                               |  |               | 4,616   |                   |   | 4,501  
|                                                                                                                        |  |               |         |                   |   |        
|Total current assets                                                                                                    |  |               | 55,404  |                   |   | 52,587 
|PROPERTY AND EQUIPMENT, NET                                                                                             |  |               | 337,099 |                   |   | 334,602
|RESTRICTED CASH                                                                                                         |  |               | 2,882   |                   |   | 2,882  
|OTHER ASSETS, NET                                                                                                       |  |               | 3,265   |                   |   | 3,859  
|                                                                                                                        |  |               |         |                   |   |        
|Total assets                                                                                                            |  | $             | 398,650 |                   | $ | 393,930
|                                                                                                                        |  |               |         |                   |   |        
|Liabilities and Members Equity                                                                                         |  |               |         |                   |   |        
|CURRENT LIABILITIES:                                                                                                    |  |               |         |                   |   |        
|Accounts payable                                                                                                        |  | $             | 6,696   |                   | $ | 11,850 
|Accrued expenses                                                                                                        |  |               | 34,353  |                   |   | 35,783 
|Due to affiliates                                                                                                       |  |               | 1,480   |                   |   | 3,114  
|                                                                                                                        |  |               |         |                   |   |        
|Total current liabilities                                                                                               |  |               | 42,529  |                   |   | 50,747 
|TERM LOAN                                                                                                               |  |               | 230,159 |                   |   | 225,096
|                                                                                                                        |  |               |         |                   |   |        
|Total liabilities                                                                                                       |  |               | 272,688 |                   |   | 275,843
|COMMITMENTS AND CONTINGENCIES                                                                                           |  |               |         |                   |   |        
|REDEEMABLE MEMBERS EQUITY                                                                                              |  |               | 60,000  |                   |   | 60,000 
|MEMBERS EQUITY                                                                                                          |  |               | 65,962  |                   |   | 58,087 
|                                                                                                                        |  |               |         |                   |   |        
|Total liabilities and members equity                                                                                   |  | $             | 398,650 |                   | $ | 393,930
|                                                                                                                        |  |               |         |                   |   |        

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

See notes to
the unaudited condensed financial statements.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF INCOME

(in thousands, except unit data)



|                                                            |  |                                         |              |   |                                         |   |              |  
|----------------------------------------------------------- |  | --------------------------------------- | ------------ | - | --------------------------------------- | - | ------------ | -
|                                                            |  | For the threemonths
endedMarch 31, 2007 |              |   | For the threemonths
endedMarch 31, 2006 |  
|Revenues:                                                   |  |                                         |              |   |                                         |   |              |  
|Casino                                                      |  | $                                       | 27,077       |   |                                         | $ | 27,589       |  
|Rooms                                                       |  |                                         | 32,627       |   |                                         |   | 29,542       |  
|Food and beverage                                           |  |                                         | 20,115       |   |                                         |   | 18,732       |  
|Other revenue                                               |  |                                         | 6,906        |   |                                         |   | 7,611        |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Total revenue                                               |  |                                         | 86,725       |   |                                         |   | 83,474       |  
|Less: promotional allowances                                |  |                                         | (7,460       | ) |                                         |   | (6,689       | )
|                                                            |  |                                         |              |   |                                         |   |              |  
|Net revenues                                                |  |                                         | 79,265       |   |                                         |   | 76,785       |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Expenses:                                                   |  |                                         |              |   |                                         |   |              |  
|Casino                                                      |  |                                         | 19,722       |   |                                         |   | 18,723       |  
|Rooms                                                       |  |                                         | 8,008        |   |                                         |   | 7,832        |  
|Food and beverage                                           |  |                                         | 13,873       |   |                                         |   | 13,863       |  
|Other expense                                               |  |                                         | 4,521        |   |                                         |   | 3,770        |  
|General & administrative                                    |  |                                         | 17,523       |   |                                         |   | 17,103       |  
|Depreciation and amortization                               |  |                                         | 3,802        |   |                                         |   | 3,054        |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Total expense                                               |  |                                         | 67,449       |   |                                         |   | 64,345       |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Operating income                                            |  |                                         | 11,816       |   |                                         |   | 12,440       |  
|Interest expense                                            |  |                                         | 4,730        |   |                                         |   | 5,824        |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Net income                                                  |  | $                                       | 7,086        |   |                                         | $ | 6,616        |  
|                                                            |  |                                         |              |   |                                         |   |              |  
|Net income allocation                                       |  |                                         |              |   |                                         |   |              |  
|Allocable to Class A                                        |  | $                                       |             |   |                                         | $ |             |  
|Allocable to Class B                                        |  | $                                       | 7,086        |   |                                         | $ | 6,616        |  
|Basic weighted average Class A membership units outstanding |  |                                         | 1.50         |   |                                         |   | 1.50         |  
|Basic weighted average Class B membership units outstanding |  |                                         | 1,500,000.00 |   |                                         |   | 1,500,000.00 |  
|Diluted weighted average membership units outstanding       |  |                                         | 1,500,001.50 |   |                                         |   | 1,500,001.50 |  
|Net income per Class A membership unit-basic                |  | $                                       | 4.72         |   |                                         | $ | 4.41         |  
|Net income per Class B membership unit-basic                |  | $                                       | 4.72         |   |                                         | $ | 4.41         |  
|Per membership unit-diluted                                 |  | $                                       | 4.72         |   |                                         | $ | 4.41         |  

See notes to the unaudited condensed financial statements.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                            |  |                                         |        |   |                                         |   |        |  
|------------------------------------------------------------------------------------------- |  | --------------------------------------- | ------ | - | --------------------------------------- | - | ------ | -
|                                                                                            |  | For the threemonths endedMarch 31, 2007 |        |   | For the threemonths endedMarch 31, 2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |                                         |        |   |                                         |   |        |  
|Net income                                                                                  |  | $                                       | 7,086  |   |                                         | $ | 6,616  |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                                         |        |   |                                         |   |        |  
|Depreciation and amortization                                                               |  |                                         | 3,802  |   |                                         |   | 3,054  |  
|Valuation change in interest rate cap agreement                                             |  |                                         | 56     |   |                                         |   | (13    | )
|Amortization of deferred financing costs                                                    |  |                                         | 404    |   |                                         |   | 560    |  
|Provision for doubtful accounts                                                             |  |                                         | 468    |   |                                         |   | 322    |  
|Stock-based employee compensation                                                           |  |                                         | 788    |   |                                         |   | 137    |  
|Changes in assets and liabilities:                                                          |  |                                         |        |   |                                         |   |        |  
|Accounts receivable                                                                         |  |                                         | (1,921 | ) |                                         |   | 344    |  
|Inventories                                                                                 |  |                                         | (48    | ) |                                         |   | 194    |  
|Prepaid expenses and other current assets                                                   |  |                                         | (115   | ) |                                         |   | 112    |  
|Other assets                                                                                |  |                                         | 134    |   |                                         |   |       |  
|Accounts payable                                                                            |  |                                         | (5,153 | ) |                                         |   | (6,221 | )
|Accrued liabilities                                                                         |  |                                         | (1,428 | ) |                                         |   | 1,503  |  
|Due to affiliates                                                                           |  |                                         | (1,635 | ) |                                         |   | (2,633 | )
|                                                                                            |  |                                         |        |   |                                         |   |        |  
|Net cash provided by operating activities                                                   |  |                                         | 2,438  |   |                                         |   | 3,975  |  
|                                                                                            |  |                                         |        |   |                                         |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |  |                                         |        |   |                                         |   |        |  
|Additions to property and equipment                                                         |  |                                         | (6,299 | ) |                                         |   | (5,834 | )
|Decrease in restricted cash                                                                 |  |                                         | 736    |   |                                         |   | 4,643  |  
|                                                                                            |  |                                         |        |   |                                         |   |        |  
|Net cash used in investing activities                                                       |  |                                         | (5,563 | ) |                                         |   | (1,191 | )
|                                                                                            |  |                                         |        |   |                                         |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |                                         |        |   |                                         |   |        |  
|Proceeds from Term Loan                                                                     |  |                                         | 5,063  |   |                                         |   |       |  
|Debt issuance costs                                                                         |  |                                         | (1     | ) |                                         |   |       |  
|                                                                                            |  |                                         |        |   |                                         |   |        |  
|Net cash provided by financing activities                                                   |  |                                         | 5,062  |   |                                         |   |       |  
|                                                                                            |  |                                         |        |   |                                         |   |        |  
|Increase in cash and equivalents                                                            |  |                                         | 1,937  |   |                                         |   | 2,784  |  
|Cash and equivalents at beginning of year                                                   |  |                                         | 22,943 |   |                                         |   | 17,218 |  
|                                                                                            |  |                                         |        |   |                                         |   |        |  
|Cash and equivalents at end of period                                                       |  | $                                       | 24,880 |   |                                         | $ | 20,002 |  
|                                                                                            |  |                                         |        |   |                                         |   |        |  
|Supplemental Cash Flow Disclosure:                                                          |  |                                         |        |   |                                         |   |        |  
|Cash paid for interest, net of amount capitalized                                           |  | $                                       | 4,269  |   |                                         | $ | 5,309  |  
|                                                                                            |  |                                         |        |   |                                         |   |        |  

See notes to the unaudited condensed financial statements.



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

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

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

Prior to June 18, 2004, the Company had
conducted no business other than in connection with the execution of the Purchase and Sale Agreement (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 Hotel or the Property). Commencing June 18, 2004, the operations, assets and liabilities of the Property are included in the Companys financial statements.

Interim Financial Statements

The
accompanying condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary for the fair presentation of the financial position, results of
operations and cash flows for the interim periods have been made. The results for the three-months ended March 31, 2007, 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,
2006, included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006.

Use of Estimates

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



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



2. NEW TERM LOAN

On May 11, 2006, the Company entered into a new Loan Agreement with Goldman Sachs Commercial Mortgage Capital, L.P. (the new Term Loan). The new Term Loan was for an initial principal amount of
$209.2 million and was for an initial term of two (2) years with three, one-year extensions. The Company has drawn an additional $21.0 million against the new Term Loan. The new Term Loan is subject to future funding to a maximum of
$250 million.

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

Pursuant to the
terms of the new Term Loan, the Company purchased an interest rate cap for $607,900 with LIBOR strike rate of 5.75% for the first two years of the new Term Loan and an interest rate cap with LIBOR strike rate of 6.25% for any extension
periods. As of March 31, 2007, the interest rate cap was valued at $54,917.

Proceeds from the new Term Loan were used to
extinguish the Archon Loan (the Term Loan) dated as of June 18, 2004 and to pay a $1.0 million exit fee.

The Company
recorded a loss on early extinguishment of debt of approximately $1,318,000 relating to loan costs associated with the original Term Loan.

3. RELATED
PARTY TRANSACTIONS

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

The Company provides and/or receives services from
affiliated companies. The total net value of services received from the affiliated companies was approximately $976,000 for the three months ended March 31, 2007 and $1.0 million for the three months ended March 31, 2006.

4. REDEEMABLE MEMBERS INTERESTS

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



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



5. MEMBERSHIP INTERESTS

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

As of March 31, 2007, Voteco owns 0.585
Class A Units, Co-Investment Voteco owns 0.30 Class A Units, Whitehall Voteco owns 0.60 Class A Units and Mr. Ribis owns 0.015 Class A Units. In addition, as of March 31, 2007, Holdings owns 585,000 Class B Units,
Co-Investment Partners owns 900,000 Class B Units and Mr. Ribis owns 15,000 Class B Units. Prior to the closing of the Companys acquisition of the Hotel on June 18, 2004 (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.

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

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



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



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



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

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



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



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



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



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

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



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



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



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

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

6. 2004 INCENTIVE PLAN

In
connection with the closing of the Acquisition, the Companys board and members approved the Companys 2004 Incentive Plan (the Plan). As of June 18, 2004, the Company had a total of 0.167 Class A Units and 166,667
Class B units reserved for issuance under the Plan. The Plan was amended by the board on May 16, 2006 in order to (1) comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and (2) eliminate
the provision that excludes the value attributable to the Development Parcels (as defined in the Plan).

Subsequent to the closing of the
Acquisition, the Company granted 0.167 options of Class A Units and 166,667 options of Class B Units to certain executives, in accordance with the Plan. The options have a 10 year life, vest over three years and have an exercise price of $100
per unit in both classes which was equal to, or greater than, the fair market value of the membership units at the date of grant. As a result of the amendment on May 16, 2006 which eliminated the exclusion of the value of the Development
Parcels, the options increased in value.

Effective January 1, 2006, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS No. 123(R)) requiring that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured at
the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees estimated requisite service period (generally the vesting period of equity award) on a straight-line basis. Estimates are
revised if key elements of the options change. The cumulative effect on compensation cost as a result of changes to key elements or forfeiture estimates are recognized in the period of the change. The amendment on May 16, 2006 triggered a
revaluation of the options. The increase in value will be recorded on a straight-line basis over the remaining vesting period of the options.

Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No.25), and related
interpretations. The Company adopted SFAS No. 123(R) using the modified prospective method and accordingly, financial statement amounts for prior periods presented in the Form 10-K have not been restated to reflect the fair value method of
recognizing compensation cost relating to these options.

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



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##### Table of Contents

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



There was approximately $788,000 and $137,000 of compensation cost related to the 166,667 options
recognized in general and administrative expenses for the three months ended March 31, 2007 and March 31, 2006 respectively in the implementation of SFAS No. 123(R). The estimated fair value of the options at the date of grant was
$27.73 per membership unit and was computed using the Black-Scholes-Merton option pricing model with the following weighted average assumptions: risk free interest rate of 3.24%; no expected dividend yields; and expected vesting periods of 36
months. The estimated fair value of the options at the date of amendment was $38.21 per membership unit and was also computed using the Black-Scholes-Merton option pricing model with the following weighted average assumptions: risk free interest
rate of 5.07%, no expected dividend yield, and expected vesting periods of 13 months. The following table sets forth the assumptions used to determine compensation cost for these options consistent with the requirements of SFAS No. 123(R).



|                              |  |                      |               |   |                     |   |               |      |  |   |               |   |  |   |               |  
|----------------------------- |  | -------------------- | ------------- | - | ------------------- | - | ------------- | ---- |  | - | ------------- | - |  | - | ------------- | -
|Weighted-average assumptions: |  | 2006 (PostAmendment) |               |   | 2006 (PreAmendment) |   |               | 2005 |  |   | 2004          |  
|Model                         |  |                      | Black-Scholes |   |                     |   | Black-Scholes |      |  |   | Black-Scholes |   |  |   | Black-Scholes |  
|Number of options             |  |                      | 166,667       |   |                     |   | 166,667       |      |  |   | 166,667       |   |  |   | 166,667       |  
|Membership unit price         |  | $                    | 104           |   |                     | $ | 100           |      |  | $ | 100           |   |  | $ | 100           |  
|Exercise unit price           |  | $                    | 100           |   |                     | $ | 100           |      |  | $ | 100           |   |  | $ | 100           |  
|Dividend Yield                |  |                      | N/A           |   |                     |   | N/A           |      |  |   | N/A           |   |  |   | N/A           |  
|Volatility                    |  |                      | 37            | % |                     |   | 40            | %    |  |   | 40            | % |  |   | 40            | %
|Risk-Free rate                |  |                      | 5.07          | % |                     |   | 3.24          | %    |  |   | 3.24          | % |  |   | 3.24          | %
|Valuation Date                |  |                      | May 16, 2006  |   |                     |   | June 18, 2004 |      |  |   | June 18, 2004 |   |  |   | June 18, 2004 |  
|Expiration Date               |  |                      | June 18, 2014 |   |                     |   | June 18, 2014 |      |  |   | June 18, 2014 |   |  |   | June 18, 2014 |  
|Term                          |  |                      | 13 months     |   |                     |   |               |      |  |   | 36 months     |   |  |   | 36 months     |  
|Up movement                   |  |                      | N/A           |   |                     |   |               |      |  |   | N/A           |   |  |   | N/A           |  
|Down movement                 |  |                      | N/A           |   |                     |   |               |      |  |   | N/A           |   |  |   | N/A           |  
|Risk Neutral Probability      |  |                      | N/A           |   |                     |   |               |      |  |   | N/A           |   |  |   | N/A           |  

7. COMMITMENTS AND CONTINGENCIES

Letters of Credit

In September 2006 and 2005, the Company was required to deliver irrevocable
standby letters of credit in the amount of $1,435,000 and $1,437,000, respectively, in connection with workers compensation insurance policies issued by its insurance carriers. These letters of credit are secured by certificates of deposit for
$1,435,000 and $1,437,000 which are included in restricted cash as of March 31, 2007 and 2006. The initial expiration dates of these letters of credit are October 2007 and 2006, respectively, and are automatically extended for one year from
their expiration date unless the issuing bank notifies the Company sixty days prior to such expiration dates that the letters of credit will not be renewed. As of March 31, 2007, there are no amounts outstanding on either letter of credit.

Litigation

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



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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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



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

The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the financial
statements, the related notes to financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations included in the Companys Annual Report on Form 10-K for the year ended
December 31, 2006 and the unaudited interim condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Overview

The following discussion of the Companys results of operations compares the three
months ended March 31, 2007 to the three months ended March 31, 2006.

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

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

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

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

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



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##### Table of Contents

Summary Financial Information

The Hotel offers hotel, gaming, dining, entertainment, retail and spa amenities at one location in Las Vegas and under one operating segment. Approximately 31% of the Hotels gross revenue is derived from gaming,
while 38% is derived from room revenue. Room revenue is significant because of the Hotels location next to the Las Vegas Convention Center and its related emphasis on the group, convention, and trade show business.

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



|                 |  |                             |        |      |   |       
|---------------- |  | --------------------------- | ------ | ---- | - | ------
|                 |  | Three Months EndedMarch 31,
|                 |  | 2007                        |        | 2006
|Net revenues     |  | $                           | 79,265 |      | $ | 76,785
|Operating income |  |                             | 11,816 |      |   | 12,440
|Net income       |  |                             | 7,086  |      |   | 6,616 

Comparison of the Three Months Ended March 31, 2007 with the Three Months Ended March 31, 2006

Revenue Information

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



|                           |      |                              |        |      |  |   |               |   |  |    |   
|-------------------------- | ---- | ---------------------------- | ------ | ---- |  | - | ------------- | - |  | -- | --
|                           |      | Three Months Ended March 31, |       
|                           | 2007 |                              |        | 2006 |  |   | PercentChange |  
|Casino                     |      | $                            | 27,077 |      |  | $ | 27,589        |   |  | (2 | )%
|Rooms                      |      |                              | 32,627 |      |  |   | 29,542        |   |  | 10 | % 
|Food and beverage          |      |                              | 20,115 |      |  |   | 18,732        |   |  | 7  | % 
|Other                      |      |                              | 6,906  |      |  |   | 7,611         |   |  | (9 | )%
|                           |      |                              |        |      |  |   |               |   |  |    |   
|                           |      |                              | 86,725 |      |  |   | 83,474        |   |  | 4  | % 
|Lesspromotional allowance |      |                              | (7,460 | )    |  |   | (6,689        | ) |  | 12 | % 
|                           |      |                              |        |      |  |   |               |   |  |    |   
|Total net revenues         |      | $                            | 79,265 |      |  | $ | 76,785        |   |  | 3  | % 
|                           |      |                              |        |      |  |   |               |   |  |    |   

Casino

Casino revenue decreased $0.5 million, or 2%, to $27.1 million for the quarter ended March 31, 2007, compared to $27.6 million for the quarter ended March 31, 2006. The decrease in casino revenue was primarily due to a decrease in
table drop during the period. Certain high worth table game patrons who gambled in the first quarter of 2006 did not return in 2007. Slot win increased by approximately $1.7 million from the quarter ended March 31, 2007 compared to 2006. The
slot win was a result of an increase in hold percentage for the quarter ended March 31, 2007 compared to the hold percentage for the quarter ended March 31, 2006. Other gaming revenue was flat for the quarter ended March 31, 2007 over
the quarter ended March 31, 2006.

The Casino operating department margin was 27.2% for the quarter ended March 31, 2007 compared
to an operating department margin of 32.1% for the quarter ended March 31, 2006. The decrease in operating efficiency was a result of lower revenues and increased total expenses from quarter to quarter.

Rooms

For the quarter ended March 31, 2007,
room revenue was $32.6 million, an increase of $3.1 million from the quarter ended March 31, 2006. The increase is primarily attributable to an increase in the average daily room rate for the quarter ended March 31, 2006 compared to the
average daily room rate for the quarter ended March 31, 2007.

The Room operating department margin increased from 73.5% for the three
months ended March 31, 2006 to 75.5% for the three months ended March 31, 2007. The increase in operating efficiency was a result of increased room revenue and stable room expenses.



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Food and Beverage

Food and Beverage revenue for the quarter ended March 31, 2007 was $20.1 million compared to $18.7 million for the quarter ended March 31, 2006 representing an increase of $1.4 million or 7.4%. Increased
revenue was due to increases in pricing. A relatively stable cost structure combined with price increases improved Food and Beverage operating margins from 26% during the quarter ended March 31, 2006 to 31.0% during the quarter ended
March 31, 2007.

Other

Other
Revenue includes retail sales, entertainment sales and miscellaneous income. Other Revenue was approximately $6.9 million for the quarter ended March 31, 2007 or $0.7 million less than Other Revenue reported for the quarter ended March 31,
2006. Other Revenue for the quarter ended March 31, 2006 included a $0.6 million fee for the cancellation of a convention booking.

Operating Cost and Expense Information

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



|                            |  |                              |        |      |   |               |  |    |  
|--------------------------- |  | ---------------------------- | ------ | ---- | - | ------------- |  | -- | -
|                            |  | Three Months Ended March 31, |       
|                            |  | 2007                         |        | 2006 |   | PercentChange | 
|Casino                      |  | $                            | 19,722 |      | $ | 18,723        |  | 5  | %
|Rooms                       |  |                              | 8,008  |      |   | 7,832         |  | 2  | %
|Food and beverage           |  |                              | 13,873 |      |   | 13,863        |  |   | %
|Other                       |  |                              | 4,521  |      |   | 3,770         |  | 20 | %
|General and administrative  |  |                              | 17,523 |      |   | 17,103        |  | 2  | %
|Depreciation & amortization |  |                              | 3,802  |      |   | 3,054         |  | 24 | %
|                            |  |                              |        |      |   |               |  |    |  
|Total                       |  | $                            | 67,449 |      | $ | 64,345        |  | 5  | %
|                            |  |                              |        |      |   |               |  |    |  

Operating Expenses

Operating expenses increased $3.1 million for the quarter ended March 31, 2007 compared to the quarter ended March 31, 2006. The increase is primarily due to the early implementation of a statutory minimum
wage increase, an increase in advertising and promotional expenses, increased entertainment headliner fees (due to a greater number of performances during the quarter), and an increase in stock option expense (due to the amendment of the 2004
Incentive Plan).

Depreciation and amortization increased from $3.1 million for the quarter ended March 31, 2006 to $3.8 million for
the quarter ended March 31, 2007. The increase is primarily due to the additional expense associated with renovations completed during 2006.

Interest Expense

For the quarter ended March 31, 2007, interest expense totaled $4.7 million. For the quarter ended
March 31, 2006, interest expense totaled $5.8 million. The decrease of $1.1 million is due to the refinancing of the Term Loan at a lower interest rate under the new Term Loan. Interest expense is also partially offset by capitalized interest
associated with expenditures made on completed 2006 renovation projects.

Liquidity and Capital Resources

Cash flows of the Company for the three months ended March 31, 2007 compared to the three months ended March 31, 2006 consisted of the
following:

Cash FlowOperating Activities

Cash flow provided by operations was $2.4 million for the three months ended March 31, 2007 compared to $4.0 million provided by operations for the
three months ended March 31, 2006. Gross accounts receivable increased by $1.9 million for the three months ended March 31, 2007. Gross accounts receivable decreased by $0.3 million for the quarter ended March 31, 2006.

As of March 31, 2007, the Company had cash and equivalents of $24.9 million of which $7.7 million was cash in the casino used to fund daily
operations. For the remainder of 2007, the Company expects to fund property operations, capital expenditures, and debt service requirements from existing cash balances, operating cash flow and new borrowings.



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Cash FlowsInvesting Activities

For the quarter ended March 31, 2007, $5.6 million of cash was used to fund investing activities primarily related to additions for property and
equipment. For the quarter ended March 31, 2006, $5.8 million of cash was used for additions to property and equipment partially funded by a $4.6 million reduction in restricted cash.

Cash FlowsFinancing Activities

For the quarter ended March 31, 2007, $5.1 million of new borrowings under the new Term Loan was used for the purchase of property and equipment.

Other Factors Affecting Liquidity

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

Contractual Obligation and Other Commitments

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



|                               |  |                        |        |           |   |          |  |                  |     |       |   |   |  |   |        
|------------------------------ |  | ---------------------- | ------ | --------- | - | -------- |  | ---------------- | --- | ----- | - | - |  | - | -------
|                               |  | Payments Due by Period
|                               |  | Less than1 Year        |        | 1-3 Years |   | 3-5Years |  | More than5 Years |     | Total
|                               |  | (In thousands)        
|Long-Term Debt Obligations     |  |                        |        |           |   |          |  |                  |     |       |   |   |  |   |        
|New Term Loan (a)              |  | $                      |       |           | $ | 230,159  |  | $                |    |       | $ |  |  | $ | 230,159
|Variable interest payments (b) |  |                        | 18,390 |           |   | 2,043    |  |                  |    |       |   |  |  |   | 20,433 
|Contractual Obligations        |  |                        |        |           |   |          |  |                  |     |       |   |   |  |   |        
|Employment agreements (c)      |  |                        | 2,974  |           |   | 1,802    |  |                  | 593 |       |   |  |  |   | 5,369  
|Licensing agreement (d)        |  |                        | 2,000  |           |   | 1,500    |  |                  |    |       |   |  |  |   | 3,500  
|Entertainment contracts (e)    |  |                        | 13,014 |           |   | 9,353    |  |                  |    |       |   |  |  |   | 22,367 
|                               |  |                        |        |           |   |          |  |                  |     |       |   |   |  |   |        
|                               |  | $                      | 36,378 |           | $ | 244,857  |  | $                | 593 |       | $ |  |  | $ | 281,828
|                               |  |                        |        |           |   |          |  |                  |     |       |   |   |  |   |        

---

|(a) | The new Term Loan, with an initial funding of $209,000,000 originated May 11, 2006. The Company has drawn an additional $21.0 million under the new Term Loan and as of
March 31, 2007, the outstanding balance on the term loan was $230,159,000. The loan accrues interest at a rate of 2.9% plus one-month LIBOR which was 5.27% at March 31, 2007. The loan has a two-year term and can be extended for three,
one-year extensions. Additional funding is available for a maximum balance of $250,000,000. The loan is collateralized by a first priority deed of trust on the property and has no amortization prior to maturity.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Based on March 31, 2007 LIBOR rates of 5.27% plus the applicable interest rate.
|--- | -------------------------------------------------------------------------------

|(c) | The Company is party to employment agreements with 16 of its senior executives, with original terms of three to five years.
|--- | ---------------------------------------------------------------------------------------------------------------------------

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

|(e) | The Company is party to certain contracts to retain specific entertainers for recurring performances. These agreements expire during 2007 and 2008.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------



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Off-Balance Sheet Arrangements

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

Debt Instruments

The following table provides
information about the Companys long-term debt at March 31, 2007 amounts in thousands):



|          |  |              |  |            |         |               |   |                     |  |   |        
|--------- |  | ------------ |  | ---------- | ------- | ------------- | - | ------------------- |  | - | -------
|          |  | MaturityDate |  | Faceamount |         | Carryingvalue |   | Estimatedfair value
|Term Loan |  | May 2008     |  | $          | 230,159 |               | $ | 230,159             |  | $ | 230,159
|          |  |              |  |            |         |               |   |                     |  |   |        

On May 11, 2006, the Company entered into a new Term Loan (the new term loan).
The new Term Loan was for an initial principal amount of $209 million and for an initial term of two (2) years with three, one-year extensions. The Company has drawn an additional $21 million under the new Term Loan. The new Term Loan was
subject to a $5.8 million holdback amount for deferred maintenance projects and is subject to future funding to a maximum of $250 million. Interest on the new Term Loan accrues at a rate of one month LIBOR plus 2.9%. The new Term Loan provides for
no amortization during the term. The new term loan is secured by a first priority deed of trust on the Property.

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

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

Litigation Contingencies and Available Resources

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

Critical Accounting Policies

Significant Accounting Policies and Estimates

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

Slot Club Promotions

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

The Company also participates in a slot club with five affiliated casinos under the auspices of the Joint Marketing Agreement with RIH Resorts LLC. The
RIH Resorts slot club allows customers to earn points from their gaming activity at their home property and redeem them for complimentary food, beverage, rooms, entertainment and merchandise at a destination property referred to as Destiny
Dollars. The RIH Resorts slot club does not permit customers to redeem Destiny Dollars at the property where they are



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##### Table of Contents

earned. The cost associated with complimentary food, beverage, rooms, entertainment and merchandise is recorded as casino costs and expenses by the property
redeeming the points during the period in which the points are redeemed.

Self-Insurance Reserve

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

Derivative Investments and Hedging Activities

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

Allowance for Doubtful Accounting Reserves

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

Property and Equipment

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

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

Recent Accounting Pronouncements

In October 2006, the FASB issued FASB Staff Position No. FAS 123(R)-5, Amendment of FASB Staff Position FAS 123(R)-1, (FSP FAS
123(R)-5) to address whether a change to an equity instrument in connection with an equity restructuring should be considered a modification for the purpose of applying FASB Staff Position No. FAS 123(R)-1, Classification and
Measurement of Freestanding Financial Instruments Originally Issued in Exchange for Employee Services under FAS Statement No. 123(R) (FSP FAS 123(R)-1). FSP FAS 123(R)-1 states that financial instruments issued to employees in
exchange for past or future services are subject to the provisions of Statement of Financial Accounting Standards 123(R) unless the terms of the award are modified when the holder is no longer an employee. In FSP FAS 123(R)-5, the FASB staff
concluded that changes to the terms of an award that are made solely due to an equity restructuring are not considered modifications as described in FSP FAS 123(R)-1 unless the fair value of the award increases, anti-dilution provisions are added,
or holders of the same class of equity instruments are treated unequally. FSP FAS 123(R)-5 is effective for the first reporting period beginning after October 10, 2006. The adoption of FSP FAS 123(R)-5 did not have a material impact on the
Companys financial statements.



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In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurement (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and provides for expanded disclosure about fair value measurements. This
statement applies under other accounting pronouncements that require or permit fair value measurements. This guidance was issued to increase consistency and comparability in fair value measurements and to expand disclosures about fair value
measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact that the adoption of SFAS 157 will have on the Companys financial
position, results of operations and cash flows but currently does not believe it will have a material impact on the Companys financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities(SFAS 159). SFAS 159 permits
entities to choose to measure many financial instruments and certain other items at fair value. The objective of the guidance is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings
caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of the first fiscal year after November 15, 2007. Early adoption is permitted
as of the beginning of the fiscal year on or before November 15, 2007, provided the provisions of SFAS 157 are also applied. Management is currently evaluating the impact that the adoption of SFAS 159 will have on the Companys
consolidated financial position, results of operations and cash flows, but currently does not believe it will have a material impact on the Companys financial statements.



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##### Table of Contents

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

Market risk is the risk of loss from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. The Companys primary exposure to market risk is interest rate risk
associated with its variable rate long-term debt. If LIBOR were to increase 100 basis points and there were no additional borrowings, interest expense would increase approximately $2.3 million for the year ending December 31, 2007. The Company
attempts to manage its interest rate risk by entering into interest rate cap agreements. The Company does not hold or issue financial instruments for trading purposes and does not enter into derivative transactions that would be considered
speculative positions. The derivative financial instruments consist exclusively of interest rate cap agreements. Differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expenses.

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



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##### Table of Contents

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

As required by in Rules
13a-15d of the Securities Exchange Act of 1934, as amended, the Companys management, including our Executive Vice President of Finance and our Chief Executive Officer and General Manager, performed an evaluation of the effectiveness of the
design and operation of Companys disclosure controls and procedures to determine whether any changes occurred during the first quarter of 2007 that have materially affected, or are reasonably likely to materially affect our internal control of
financial reporting. Based upon that evaluation there have been no such changes during the first quarter 2007.



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##### Table of Contents

PART II. OTHER INFORMATION



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



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



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##### Table of Contents

|              |  |                                                                                                                                                                           
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER |  |                                                                                                                                                                           
|10.24         |  | First Amendment to the Colony Resorts LVH Acquisitions, LLC 2004 Incentive Plan ++++                                                                                      
|              | 
|10.25         |  | Amended and Restated Joint Services Agreement, dated as of April 26, 2005 by and between Colony Resorts LVH Acquisitions, LLC and Resorts
International Hotel, Inc. +++++ 
|              | 
|10.26         |  | Amended and Restated Joint Marketing Agreement, dated as of April 26, 2006 by and between Colony Resorts LVH Acquisitions, LLC and Resorts
International Hotel, Inc. +++++
|              | 
|14.1          |  | Code of Ethics*******                                                                                                                                                     
|              | 
|31.1          |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                 
|              | 
|31.2          |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                 
|              | 
|32.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                   
|              | 
|32.2          |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                   

---

METHOD OF FILING

|        |  |                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|*       |  | Incorporated by reference to the Registrants Form 10, filed March 15, 2004 (File Number 0-50635).                                 
|**      |  | Incorporated by reference to the Registrants Amendment No. 1 to Form 10, filed April 26, 2004 (File Number
0-50635).              
|***     |  | Incorporated by reference to the Registrants Post-Effective Amendment No. 1 to Form 10, filed June 17, 2004 (File Number
0-50635).
|+       |  | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q, filed June 28, 2004 (File Number
0-50635).            
|****    |  | Incorporated by reference to Registrants Post-Effective Amendment No. 2 to Form 10 filed August 13, 2004 (File Number
0-50635).   
|*****   |  | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed August 23, 2004 (File Number
0-50635).               
|******  |  | Incorporated by reference to Registrants Quarterly Report on Form 10-Q/A filed September 9, 2004 (File Number
0-50635).           
|******  |  | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed November 15, 2004 (File Number
0-50635).             
|******* |  | Incorporated by reference to Registrants Annual Report on Form 10-K filed March 31, 2004 (File Number
000-50635)                  
|++      |  | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed August 14, 2006.                                     
|+++     |  | Incorporated by reference to Registrants Current Report on Form 8-K, filed May 19, 2006.                                          
|++++    |  | Incorporated by reference to Registrants Quarterly Report on Form 10-Q filed November 14, 2006                                    
|+++++   |  | Incorporated by reference to Registrants Annual Report on Form 10-K filed March 30, 2007 (File Number
000-50635)                  



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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
|                   |  |  | 
|Date: May 15, 2007 |  |  |  | By:                                  |  | /s/ Rodolfo Prieto                         
|                   |  |  |  |                                      |  | Rodolfo Prieto                             
|                   |  |  |  |                                      |  | Chief Executive Officer and General Manager
|                   |  |  | 
|Date: May 15, 2007 |  |  |  | By:                                  |  | /s/ Robert Schaffhauser                    
|                   |  |  |  |                                      |  | Robert Schaffhauser                        
|                   |  |  |  |                                      |  | Executive Vice President of Finance        



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