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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 1-32583
 FULL HOUSE RESORTS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction 
of incorporation or organization)
    
    13-3391527(I.R.S. Employer
Identification No.)4670 S. Fort Apache, Ste. 190
    
    89147Las Vegas, Nevada
    
    (Zip Code)(Address of principal executive offices)
 (702) 221-7800  (Registrants telephone number, including area code)
 Yes þ No o
 Yes o No o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non Accelerated Filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



FULL HOUSE RESORTS, INC.
 INDEX
 PagePART I. Financial InformationItem 1. Consolidated Financial StatementsConsolidated Balance Sheets as of September 30, 2009 (Unaudited),
and December 31, 2008
    
    
    3Unaudited Consolidated Statements of Operations
for the three and nine months ended September 30, 2009 and 2008
    
    
    4Unaudited Consolidated Statements of Stockholders Equity
for the nine months ended September 30, 2009 and 2008
    
    
    5Unaudited Consolidated Statements of Cash Flows
for the nine months ended September 30, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    29Item 4(T). Controls and Procedures
    
    
    29PART II. Other InformationItem 1. Legal Proceedings
    
    
    30Item 6. Exhibits
    
    
    30Signatures
    
    
    31Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCurrent assetsCash and equivalents
    
    $
    7,750,564
    
    
    $
    5,304,755Notes receivables related to tribal casino project
    
    
    4,682,420
    
    
    
    Accounts receivable, net of allowance for doubtful accounts of $2,064 and $20,000
    
    
    3,051,160
    
    
    
    597,848Prepaid expenses
    
    
    645,753
    
    
    
    504,021Deferred tax asset
    
    
    65,611
    
    
    
    293,598Deposits and other
    
    
    105,262
    
    
    
    143,20916,300,770
    
    
    
    6,843,431Property and equipment, net of accumulated depreciation of $5,696,656 and $4,985,766
    
    
    8,140,915
    
    
    
    8,630,024Long-term assets related to tribal casino projectsNotes receivable
    
    
    974,103
    
    
    
    5,114,767Contract rights, net of accumulated amortization of $1,155,631 and $729,228
    
    
    16,369,149
    
    
    
    16,795,55217,343,252
    
    
    
    21,910,319Other long-term assetsGoodwill
    
    
    10,308,520
    
    
    
    10,308,520Deposits and other
    
    
    918,575
    
    
    
    775,82911,227,095
    
    
    
    11,084,349$
    53,012,032
    
    
    $
    48,468,123LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt to joint venture affiliate
    
    $
    5,774,032
    
    
    $
    Current portion of long-term debt, other
    
    
    
    
    
    
    225,224Accounts payable
    
    
    145,929
    
    
    
    239,059Accrued expenses
    
    
    2,397,814
    
    
    
    1,021,8178,317,775
    
    
    
    1,486,100Long-term debt to joint venture affiliate, including accrued interest of $0 and
$153,610, net of current portion
    
    
    
    
    
    
    3,137,600Long-term debt, other, net of current portion
    
    
    725,264
    
    
    
    3,066,639Deferred tax liability
    
    
    1,844,408
    
    
    
    1,594,42410,887,447
    
    
    
    9,284,763Stockholders equityCommon stock, $.0001 par value, 25,000,000 shares authorized; 19,358,276 and
19,350,276 shares issued
    
    
    1,936
    
    
    
    1,935Additional paid-in capital
    
    
    42,631,990
    
    
    
    42,356,098Treasury stock, 1,356,595 and 1,210,414 common shares
    
    
    (1,654,075
    )
    
    
    (1,502,182
    )Deficit
    
    
    (2,521,386
    )
    
    
    (6,272,559
    )38,458,465
    
    
    
    34,583,292Non-controlling interest in consolidated joint venture
    
    
    3,666,120
    
    
    
    4,600,06842,124,585
    
    
    
    39,183,360$
    53,012,032
    
    
    $
    48,468,123
   3




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months
    
    
    Nine monthsended September 30,
    
    
    ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008RevenuesCasino
    
    $
    1,703,289
    
    
    $
    1,923,795
    
    
    $
    5,458,520
    
    
    $
    5,688,308Food and beverage
    
    
    442,224
    
    
    
    498,175
    
    
    
    1,331,848
    
    
    
    1,633,989Management fees
    
    
    5,753,167
    
    
    
    
    
    
    
    5,753,167
    
    
    
    Other
    
    
    18,803
    
    
    
    21,017
    
    
    
    58,688
    
    
    
    72,2857,917,483
    
    
    
    2,442,987
    
    
    
    12,602,223
    
    
    
    7,394,582Operating costs and expensesCasino
    
    
    558,702
    
    
    
    540,393
    
    
    
    1,698,096
    
    
    
    1,812,731Food and beverage
    
    
    491,838
    
    
    
    599,502
    
    
    
    1,456,511
    
    
    
    1,754,819Project development costs
    
    
    108,124
    
    
    
    62,392
    
    
    
    139,138
    
    
    
    133,024Selling, general and administrative
    
    
    1,756,191
    
    
    
    1,534,118
    
    
    
    4,805,159
    
    
    
    4,866,210Depreciation and amortization
    
    
    662,210
    
    
    
    306,889
    
    
    
    1,233,743
    
    
    
    902,1233,577,065
    
    
    
    3,043,294
    
    
    
    9,332,647
    
    
    
    9,468,907Operating gains (losses)Equity in net income of unconsolidated joint venture,
and related guaranteed payments
    
    
    1,459,975
    
    
    
    1,372,168
    
    
    
    3,551,852
    
    
    
    3,566,950Unrealized gains on notes receivable, tribal governments
    
    
    248,641
    
    
    
    137,356
    
    
    
    542,610
    
    
    
    1,974,040Member agreement modification
    
    
    (2,147,327
    )
    
    
    
    
    
    
    (2,147,327
    )
    
    
    Other
    
    
    4,669
    
    
    
    
    
    
    
    (25,332
    )
    
    
    (85,000
    )(434,042
    )
    
    
    1,509,524
    
    
    
    1,921,803
    
    
    
    5,455,990Operating income
    
    
    3,906,376
    
    
    
    909,217
    
    
    
    5,191,379
    
    
    
    3,381,665Other income (expense)Interest and other income
    
    
    112,848
    
    
    
    33,196
    
    
    
    148,438
    
    
    
    128,873Interest expense
    
    
    (48,408
    )
    
    
    (122,381
    )
    
    
    (195,570
    )
    
    
    (420,767
    )Income from continuing operations before income taxes
    
    
    3,970,816
    
    
    
    820,032
    
    
    
    5,144,247
    
    
    
    3,089,771Income taxes
    
    
    (1,735,797
    )
    
    
    (374,865
    )
    
    
    (2,327,022
    )
    
    
    (1,035,268
    )Income from continuing operations net of income taxes
    
    
    2,235,019
    
    
    
    445,167
    
    
    
    2,817,225
    
    
    
    2,054,503Income from discontinued operations, net of income taxes of $23,377 in 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,142Net income
    
    
    2,235,019
    
    
    
    445,167
    
    
    
    2,817,225
    
    
    
    2,092,645Loss (income) attributable to non-controlling interest in consolidated joint venture
    
    
    812,989
    
    
    
    94,506
    
    
    
    933,948
    
    
    
    (480,740
    )Net income attributable to the Company
    
    $
    3,048,008
    
    
    $
    539,673
    
    
    $
    3,751,173
    
    
    $
    1,611,905Income from continuing operations attributable to the Company per common shareBasic and diluted
    
    $
    0.17
    
    
    $
    0.03
    
    
    $
    0.21
    
    
    $
    0.08Income from discontinued operations attributable to the Company per common shareBasic and diluted
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.00Net income attributable to the Company per common shareBasic and diluted
    
    $
    0.17
    
    
    $
    0.03
    
    
    $
    0.21
    
    
    $
    0.08Weighted-average number of common shares outstandingBasic and diluted
    
    
    18,001,681
    
    
    
    19,332,356
    
    
    
    18,033,323
    
    
    
    19,338,969Amounts attributable to the Company:Income from continuing operations, net of tax
    
    $
    3,048,008
    
    
    $
    539,673
    
    
    $
    3,751,173
    
    
    $
    1,573,763Income from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,142Net income attributable to the Company
    
    $
    3,048,008
    
    
    $
    539,673
    
    
    $
    3,751,173
    
    
    $
    1,611,905
   4




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 Additional
    
    
    
    
    
    
    
    
    
    
    TotalNine months ended
    
    Common stock
    
    
    Treasury stock
    
    
    paid-in
    
    
    
    
    
    
    Non-controlling
    
    
    stockholdersSeptember 30, 2009
    
    Shares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    capital
    
    
    Deficit
    
    
    Interest
    
    
    equityBeginning balances
    
    
    19,350,276
    
    
    $
    1,935
    
    
    
    1,210,414
    
    
    $
    ( 1,502,182
    )
    
    $
    42,356,098
    
    
    $
    (6,272,559
    )
    
    $
    4,600,068
    
    
    $
    39,183,360Previously
deferred
share-based
compensation
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    255,493
    
    
    
    
    
    
    
    
    
    
    
    255,493Issuance of
common stock
    
    
    8,000
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    20,399
    
    
    
    
    
    
    
    
    
    
    
    20,400Purchase of
treasury stock
    
    
    
    
    
    
    
    
    
    
    146,181
    
    
    
    (151,893
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (151,893
    )Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,751,173
    
    
    
    (933,948
    )
    
    
    2,817,225Ending balances
    
    
    19,358,276
    
    
    $
    1,936
    
    
    
    1,356,595
    
    
    $
    (1,654,075
    )
    
    $
    42,631,990
    
    
    $
    (2,521,386
    )
    
    $
    3,666,120
    
    
    $
    42,124,585
 Additional
    
    
    
    
    
    
    
    
    
    
    TotalNine months ended
    
    Common stock
    
    
    Treasury stock
    
    
    paid-in
    
    
    
    
    
    
    Non-controlling
    
    
    stockholdersSeptember 30, 2008
    
    Shares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    capital
    
    
    Deficit
    
    
    Interest
    
    
    equityBeginning balances
    
    
    19,342,276
    
    
    $
    1,934
    
    
    
    
    
    
    $
    
    
    
    $
    41,557,043
    
    
    $
    (7,890,849
    )
    
    $
    4,232,775
    
    
    $
    37,900,903Previously
deferred
share-based
compensation
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    630,194
    
    
    
    
    
    
    
    
    
    
    
    630,194Issuance of
common stock
    
    
    8,000
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    14,399
    
    
    
    
    
    
    
    
    
    
    
    14,400Purchase of
treasury stock
    
    
    
    
    
    
    
    
    
    
    119,671
    
    
    
    (182,010
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (182,010
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,611,905
    
    
    
    480,740
    
    
    
    2,092,645Ending balances
    
    
    19,350,276
    
    
    $
    1,935
    
    
    
    119,671
    
    
    $
    (182,010
    )
    
    $
    42,201,636
    
    
    $
    (6,278,944
    )
    
    $
    4,713,515
    
    
    $
    40,456,132
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine monthsended September 30,2009
    
    
    2008Net cash provided by operating activities
    
    $
    5,092,744
    
    
    $
    1,550,235Cash flows from investing activities:Acquisition of contract rights and other assets
    
    
    
    
    
    
    (2,092,720
    )Purchase of property and equipment
    
    
    (320,447
    )
    
    
    (379,517
    )Advances to tribal governments
    
    
    
    
    
    
    (86,123
    )Proceeds from sale of assets
    
    
    400
    
    
    
    6,961,020Proceeds from repayment of tribal advances
    
    
    
    
    
    
    9,253,467Other
    
    
    854
    
    
    
    (700
    )Net cash (used in) provided by investing activities
    
    
    (319,193
    )
    
    
    13,655,427Cash flows from financing activities:Payments on long-term debt
    
    
    (2,566,599
    )
    
    
    (17,977,762
    )Proceeds from borrowings from joint venture affiliate
    
    
    395,000
    
    
    
    1,599,012Purchase of treasury stock
    
    
    (151,893
    )
    
    
    (182,010
    )Loan fees
    
    
    (4,250
    )
    
    
    Net cash used in financing activities
    
    
    (2,327,742
    )
    
    
    (16,560,760
    )Net increase (decrease) in cash and equivalents
    
    
    2,445,809
    
    
    
    (1,355,098
    )Cash and equivalents, beginning of period
    
    
    5,304,755
    
    
    
    7,975,860Cash and equivalents, end of period
    
    $
    7,750,564
    
    
    $
    6,620,762
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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1.
    
    BASIS OF PRESENTATION
 The interim consolidated financial statements of Full House Resorts, Inc. and subsidiaries
(collectively, the Company) included herein reflect all adjustments that are, in the
opinion of management, necessary to present fairly the financial position and results of
operations for the interim periods presented. Certain information normally included in
annual financial statements prepared in accordance with accounting principles generally
accepted in the United States of America has been omitted pursuant to the interim financial
information rules and regulations of the United States Securities and Exchange Commission.
 These unaudited interim consolidated financial statements should be read in conjunction with
the annual audited consolidated financial statements and notes thereto included in the
Companys Annual Report on Form 10-K filed March 27, 2009, for the year ended December 31,
2008, from which the balance sheet information as of that date was derived. Certain minor
reclassifications to amounts previously reported have been made to conform to the current
period presentation, none of which affected previously reported net income or earnings per
share. The results of operations for the periods ended September 30, 2009, are not
necessarily indicative of the results to be expected for the year ending December 31, 2009.
Events through November 9, 2009, the date the financial statements were issued, were
evaluated by management to determine if adjustments to or disclosure in these interim
consolidated financial statements were necessary (Note 11).
 The consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries, including Stockmans Casino (Stockmans). Gaming Entertainment
(Michigan), LLC (GEM), a 50%-owned investee of the Company that is jointly owned by RAM
Entertainment, LLC (RAM), has been consolidated pursuant to the guidance in Financial
Accounting Standards Board (FASB) Accounting Standards Codification (Codification) Topic
810, Consolidation. The Company accounts for its investment in Gaming Entertainment
(Delaware), LLC (GED) (Note 3) using the equity method of accounting because the Company
is not the primary beneficiary. All material intercompany accounts and transactions have
been eliminated.
 On January 1, 2009, the Company adopted Codification Topic 810, Consolidation, (Topic 810)
which establishes accounting and reporting standards for the non-controlling or minority
interest in a subsidiary and for the deconsolidation of a subsidiary. Among the effects of
Topic 810 is the determination of net income (loss) without a deduction attributable to the
non-controlling (or minority) interest in a consolidated subsidiary and the relocation of
such non-controlling interest to the stockholders equity section of the balance sheet. The
determination of income (loss) per share remains unchanged based on net income attributable
to the Company, which excludes the portion allocated to the non-controlling interest. The
adoption of Topic 810 did not have any other effect on the Companys consolidated financial
statements for the periods presented.
 2.
    
    SHARE-BASED COMPENSATION
 For the three months ended September 30, 2009 and 2008, the Company recognized share-based
compensation expense of $33,346 and $223,959, respectively, related to the amortization of
restricted stock grants in prior years and stock grants in July 2008, which is included in
selling, general and administrative expenses. For the nine months ended September 30, 2009
and 2008, share-based compensation expense recognized was $275,892 and $644,593,
respectively. At September 30, 2009, the Company had deferred share-based compensation of
$50,083.
  7




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3.
    
    INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
 The Companys investment in unconsolidated joint venture is comprised of a 50% ownership
interest in GED, a joint venture between the Company and Harrington Raceway Inc (HRI). GED
has a management agreement with Harrington Raceway and Casino (Harrington) (formerly known
as Midway Slots and Simulcast), which is located in Harrington, Delaware. GED has no
non-operating income or expenses, is treated as a partnership for income tax purposes and
consequently recognizes no federal or state income tax provision. As a result, income from
operations for GED is equal to net income for each period presented, and there are no
material differences between its income for financial and tax reporting purposes.
 Under the terms of the joint venture agreement, as restructured in 2007, the Company
receives the greater of 50% of GEDs member distribution as currently prescribed under the
joint venture agreement, or a 5% growth rate in its 50% share of GEDs prior year member
distribution through the expiration of the GED management contract in August 2011.
 As of the balance sheet dates presented, the Companys assets and liabilities related to its
investment in GED consisted of an account receivable from HRI of $399,361 as of December 31,
2008 and $613,994 as of September 30, 2009. The investment in GED was $161,325 and $117,906
as of September 30, 2009, and December 31, 2008, respectively, included in deposits and
other.
 On June 19, 2009, HRI filed a demand for arbitration with the American Arbitration
Association disputing the formula used for computing the minimum annual increase in the
Companys share of the management fee (Note 9). An unaudited summary for GEDs operations
follows:
 Three months
    
    
    Nine monthsended September 30,
    
    
    ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Management fee revenues
    
    $
    1,824,854
    
    
    $
    1,891,311
    
    
    $
    5,846,612
    
    
    $
    6,072,794Net income
    
    
    1,691,963
    
    
    
    1,796,144
    
    
    
    5,436,532
    
    
    
    5,770,416Net income
attributable to Full House
Resorts:
    
    $
    845,982
    
    
    $
    898,072
    
    
    $
    2,718,266
    
    
    $
    2,885,208
 4.
    
    FAIR VALUE MEASUREMENTS
 The carrying value of the Companys cash and cash equivalents and accounts payable
approximate fair value because of the short maturity of those instruments. As discussed
above and Note 5, substantially all of the Companys receivables are carried at estimated
fair value. The estimated values of the Companys debt approximate their recorded values
based on the interest rates offered to the Company for loans of the same or similar
remaining maturities.
 On January 1, 2008, the Company adopted the methods of fair value accounting described in
Codification Topic 820, Fair Value Measurements and Disclosures(Topic 820), to value its
financial assets that were previously carried at estimated fair value. The adoption of
Topic 820 in the first quarter of 2008 did not have any effect on the Companys previously
used fair value estimation methodology or on net income.
 In April 2009, the FASB issued clarification, which is now included in Codification Topic
320, Investments-Debt and Equity Securities(Topic 320), to amend the other-than-temporary
impairment guidance for debt securities and presentation and disclosure requirements
relative to other-than-temporary impairments of debt and equity securities held as
investments. Topic 320 was adopted in the second quarter of 2009 and also did not have a
significant effect on the consolidated financial statements.
  8




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##### Table of Contents



Due to the absence of observable market quotes on the Companys notes receivable from tribal
governments (Note 5), the fair values of the Companys financial assets that are recorded
and subsequently measured at
estimated fair value are estimated using only Level 3 inputs from among the three levels of
the fair value hierarchy set forth in Topic 820. Such Level 3 inputs are based primarily on
managements estimates of expected cash flow streams, future interest rates, casino opening
dates and discount rates.
 The estimated casino opening dates used in the valuations take into account project-specific
circumstances such as ongoing litigation, the status of required regulatory approval
processes, construction activity and other factors. Factors considered in the determination
of an appropriate discount rate include discount rates typically used by gaming industry
investors and appraisers to value individual casino properties in the appropriate regions,
and discount rates produced by the widely-accepted Capital Asset Pricing Model (CAPM). The
following key assumptions are used in the CAPM:
 
    
    S&P 500, average benchmark investment returns (medium-term horizon risk
premiums);
    
    Risk free investment return equal to the trailing 10-year average for 90-day
treasury bills;
    
    Investment beta factor equal to the average of a peer group of similar entities
in the hotel and gaming industry;
    
    Project-specific adjustments based on the status of the project (i.e.,
litigation, regulatory approvals, tribal politics, etc.), and typical size premiums
for micro-cap and low-cap companies.
 5.
    
    NOTES RECEIVABLE, TRIBAL GOVERNMENTS
 The Company has notes receivable related to advances made to, or on behalf of, tribes to
fund tribal operations and development expenses related to potential casino projects.
Repayment of these notes is conditioned upon the development of the projects, and
ultimately, the successful operation of the facilities. Subject to such condition, the
Companys agreements with the tribes provide for the reimbursement of these advances plus
applicable interest, if any, either from the proceeds of any outside financing of the
development, the actual operation itself or in the event that the Company does not complete
the development, from the revenues of any tribal gaming operation following completion of
development activities undertaken by others.
 As of September 30, 2009, and December 31, 2008, notes receivable from tribal governments
were as follows:
 September 30,
    
    
    December 31,2009
    
    
    2008Contractual (stated) amountFireKeepers Development Authority
    
    $
    5,000,000
    
    
    $
    5,000,000Other
    
    
    1,280,475
    
    
    
    1,281,329$
    6,280,475
    
    
    $
    6,281,329Estimated fair value of notes receivable
related to tribal casino projects:FireKeepers Development Authority
    
    $
    4,682,420
    
    
    $
    4,097,002Other
    
    
    974,103
    
    
    
    1,017,765$
    5,656,523
    
    
    $
    5,114,767
 On May 6, 2008, the FireKeepers Development Authority (the Authority) closed on the sale
of $340.0 million of Senior Secured Notes and a $35.0 million equipment financing facility
to fund the development and construction of the Authoritys FireKeepers Casino in Michigan.
On the same date, GEM received a payment of approximately $9.3 million on its notes
receivable from the Authority which resulted in an increase in the estimated fair value of
the notes receivable of approximately $1.8 million recorded as an unrealized gain in the
first quarter of 2008. The remaining $5.0 million, including interest at prime plus 1%
accrued from August 5, 2009, is to be paid 180 days following the opening of the casino,
subject to there being adequate funds remaining in the construction disbursement account. If
there are insufficient funds to repay the remaining balance, the Authority will be obligated
to repay the balance in 60 monthly installments beginning 180 days following the opening of
the casino, with interest at prime plus 1%. The estimated net realizable value of the
Michigan receivable has been classified as short term, as management believes it will be
collected within the next twelve months. The FireKeepers Casino
opened on August 5, 2009. Although certain distributions (including a minimum guaranteed monthly
payments to the Tribe of $50,000, a preferred payment to the Tribe of $200,000 and repayment
of loan principal to be paid out of the Tribes share of net
revenues) will be paid from net revenue prior to the payment to the
Company of the management fee, the Company believes the property will
generate sufficient revenues to pay the management fee equal to 26%
of net revenues on a monthly basis.
  9




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##### Table of Contents



As of September 30, 2009, managements expected opening date for the Montana casino remains
the second quarter of 2011. The site for the Northern Cheyenne Tribe project was approved
for gaming by the Secretary of the Interior as of October 28, 2008, and the required consent
of the Governor of Montana was received as of July 30, 2009.
 In March 2008, management announced that the Company was no longer pursuing the Nambé Pueblo
project. However, the Pueblo tribe has acknowledged its obligation to repay reimbursable
development advances of approximately $661,600 plus interest at prime plus 2%, out of any
future gaming revenues, if any. Management currently believes that the Nambé Pueblo intends
to develop a slot machine operation with approximately 200 devices, which would be attached
to its travel center and provide the Pueblo tribe with the financial wherewithal to repay
the amounts owed to the Company. In September 2009, we were notified that the Pueblo had
secured financing from a third-party source. The tribe has restated its intent to repay the
development advances from the gaming revenue once the slot machine operation commences
operations. Construction is expected to commence in late 2009 with a timeline of
approximately eight months. With due consideration to the foregoing factors, management has
estimated the fair value of the note receivable from the Nambé Pueblo at $430,467 as of
September 30, 2009.
 During the second quarter of 2008, management formally approved and began executing a plan
to sell land purchased for the development of the Manuelito project. As a result, as of
June 30, 2008, the land was classified as a current asset characterized as held for sale
and adjusted to its then estimated net realizable value of $45,000, resulting in an
impairment loss of $85,000 recognized in the second quarter of 2008. During the second
quarter of 2009, the Company recognized an additional $30,000 impairment loss, reflecting a
decline of estimated net realizable value. During the current quarter ended September 30,
2009, the Company increased the value of the land to $19,669 and recognized a gain of
$4,669 as a result of the October 15, 2009, sale of the Manuelito land to an unrelated
third party for $24,500 less closing costs of $4,831 (Note 11).
 The following table summarizes the changes in the estimated fair value of notes receivable
from tribal governments, determined using Level 3 estimated fair value inputs, from January
1, 2009, to September 30, 2009:
 FireKeepersDevelopmentTotal
    
    
    Authority
    
    
    Other tribesBalances, January 1, 2009
    
    $
    5,114,767
    
    
    $
    4,097,002
    
    
    $
    1,017,765Other
    
    
    (854
    )
    
    
    
    
    
    
    (854
    )Unrealized gains included in earnings
    
    
    542,610
    
    
    
    585,418
    
    
    
    (42,808
    )Balances, September 30, 2009
    
    $
    5,656,523
    
    
    $
    4,682,420
    
    
    $
    974,103
 6.
    
    CONTRACT RIGHTS
 At September 30, 2009 and December 31, 2008, contract rights consist of the following:
 AccumulatedSeptember 30, 2009
    
    Cost
    
    
    Amortization
    
    
    Carrying valueFireKeepers project, initial cost
    
    $
    4,155,213
    
    
    $
    (98,934
    )
    
    $
    4,056,279FireKeepers project, additional
    
    
    13,210,373
    
    
    
    (1,056,697
    )
    
    
    12,153,676Other projects
    
    
    159,194
    
    
    
    
    
    
    
    159,194$
    17,524,780
    
    
    $
    (1,155,631
    )
    
    $
    16,369,149
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##### Table of Contents



AccumulatedDecember 31, 2008
    
    Cost
    
    
    Amortization
    
    
    Carrying ValueFireKeepers project, initial cost
    
    $
    4,155,213
    
    
    $
    
    
    
    $
    4,155,213FireKeepers project, additional
    
    
    13,210,373
    
    
    
    (729,228
    )
    
    
    12,481,145Other projects
    
    
    159,194
    
    
    
    
    
    
    
    159,194$
    17,524,780
    
    
    $
    (729,228
    )
    
    $
    16,795,552
 7.
    
    LONG-TERM DEBT
 At September 30, 2009 and December 31, 2008, long-term debt consists of the following:
 September 30,
    
    
    December 31,2009
    
    
    2008Long-term debt to joint venture affiliate:Promissory note, expected to mature in 2010,
interest at 1% above the prime rate of 4.25%
as of December 31, 2008 and no interest as of
September 30, 2009
    
    $
    5,774,032
    
    
    $
    3,137,600Less current portion
    
    
    (5,774,032
    )
    
    
    $
    
    
    
    $
    3,137,600
 Long-term debt to joint venture affiliate.On October 9, 2009, effective September 30,
2009, an agreement was reached between the Company and RAM (GEM Financial Resolution)
clarifying the treatment of the following items:
 
    
    Reimbursable amounts funded by the members, due from the Michigan tribe before
the RAM buy-in as the prior agreements were silent on reimbursements to members.
    
    Non-reimbursable amounts funded by the Company, related to the Michigan tribe,
as the prior agreements were unclear if these were reimbursable by GEM to the
Company.
    
    Repayments of disproportionate advances by the Company as prior agreements were
unclear as to what percentages would be used regarding repayment.
 As a result of this member agreement modification, payables due from GEM to each member were
adjusted to reflect a total payable due to RAM of $8.5 million, including $2.7 reported as
equity, and a total payable due to FHR of $11.9 million, including $2.7 reported as equity,
resulting in the recognition of a net pre-tax gain of $1.4 million, which was recorded in
September 2009. The net pre-tax gain is distributed gross on the statements of operations
for the periods ended September 30, 2009, as a $2.1 million charge characterized as a member
agreement modification offset by a $3.5 million credit attributable to the non-controlling
interest. In addition, the GEM members agreed that distributions to the members will be made
on a 50/50 basis to both members until such time RAMs member payable has been fully repaid
and thereafter 70% to the Company and 30% to RAM until such time as the remaining payable to
the Company has been repaid. Thereafter, distributions to members will be made on a 50/50
basis. Also, no further interest accruals will be made on any member payables. As a result
of the GEM Financial Resolution, the Company has reclassified the debt to joint venture
affiliate of $5.8 million as current portion of long-term debt with the balance of the RAM
payable classified as joint venture equity (Note 11).
 Long-term debt, other:
    
    September 30, 2009
    
    
    December 31, 2008Reducing revolving loan, initial
$16.0 million limit on January
31, 2007, due January 31, 2022,
interest at 2.1% above the five
year LIBOR/Swap rate, adjusted
annually (7.24% at September 30,
2009 and 7.39% at December 31,
2008)
    
    $
    725,264
    
    
    $
    2,469,275Promissory note to Peters
Family Trust, $1.25 million on
January 31, 2007, paid in full
as of June 30, 2009, interest at
a fixed annual rate of 7.44%
    
    
    
    
    
    
    822,588725,264
    
    
    
    3,291,863Less current portion
    
    
    
    
    
    
    (225,224
    )$
    725,264
    
    
    $
    3,066,639
  11




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##### Table of Contents



Reducing Revolving Loan (the Revolver).The maximum committed amount under the
Revolver was increased from $8.1 million to $8.9 million, based upon the amendment to the
Revolver dated June 25, 2009,
and the repayment terms were amended (as discussed below). The maximum amount permitted to
be outstanding under the Revolver decreased $312,000 on July 1, 2009, and any outstanding
amounts above such reduced maximum must be repaid. Effective January 1, 2010, based upon
the amendment to the Revolver, the maximum amount permitted to be outstanding decreases
$329,000 semiannually on January 1 and July 1 of each year and any outstanding amounts above
such reduced maximum must be repaid on each such date. Draws on the Revolver are payable
over 15 years at a variable interest rate based on the five year LIBOR/Swap rate plus 2.1%.
This rate adjusts annually based on the funded debt to EBITDA ratio of Stockmans with
adjustments based on the five-year LIBOR/Swap rates. Stockmans assets are pledged as
collateral for the loan. The Revolver also contains certain customary financial
representations and warranties and requires that Stockmans maintain specified financial
covenants, including a fixed charge coverage ratio, a funded debt to EBITDA ratio and a
minimum tangible net worth. In addition, the Revolver provides restrictions on certain
distributions and capital expenditures by Stockmans, and also provides for customary events
of default including payment defaults and covenant defaults. Management is not aware of any
covenant violations through the date of this filing (Note 11).
 During the first quarter of 2008, proceeds from the sale of the Holiday Inn Express in
Fallon, Nevada were applied against outstanding balances payable on the Revolver. The
outstanding balance was reduced from $10.9 million to $3.9 million and the Companys
availability under the Revolver increased to approximately $4.8 million. In addition,
periodic payment requirements were reduced on a pro-rata basis. As of June 30, 2009, the
Company funded $722,110 from the Revolver to pay off the amount due on the Peters Family
Trust Promissory Note (details noted below). As of September 30, 2009, there are no
additional required principal payments due on the Revolver until July 2021. The Company had
$7.8 million of availability under its revolving credit line as of September 30, 2009.
 Green Acres.On May 6, 2008, in conjunction with the financing of the FireKeepers Casino,
the Company applied the proceeds of the $9.3 million tribal receivable reimbursement to pay
off the remaining balance of the $9.5 million Green Acres liability.
 Peters Family Trust Promissory Note.On June 30, 2009, the Company paid off the Peters
promissory note of $722,110 plus $4,477 in accrued interest with a drawdown of the Revolver.
The original amount of the promissory note was $1.25 million, payable to the seller of
Stockmans in 60 monthly installments of principal and interest and was secured by a second
lien in the real estate of Stockmans. Effective July 9, 2009, the second lien in the real
estate of Stockmans was released.
  Annual periods ending      September 30,2010
    
    $
    5,774,0322011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    725,264$
    6,499,296
 The long term debt due to joint venture affiliate is expected to mature in 2010, and there
are no required principal payments due on the Revolver until July 2021.
  12




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##### Table of Contents



8.
    
    SEGMENT REPORTING
 The Company is composed of three primary business segments. The following tables reflect
selected segment information for the three and nine months ended September 30, 2009 and
2008. The operations segment includes the Stockmans Casino operation in Fallon, Nevada, and
included the operation of the Holiday Inn Express until February 2008 when it was sold.
Accordingly, the operating results of the hotel are reported as
discontinued operations in the accompanying statements of operations, and are therefore
excluded from the table below. The development/management segment includes costs associated
with tribal casino development projects and the Michigan and Delaware joint ventures. The
Corporate segment includes general and administrative expenses of the Company.
  Casino
    
    
    Development/Operations
    
    
    Management
    
    
    Corporate
    
    
    Consolidated2009Revenues
    
    $
    2,164,316
    
    
    $
    5,753,167
    
    
    $
    
    
    
    $
    7,917,483Selling, general and administrative expense
    
    
    436,448
    
    
    
    138,400
    
    
    
    1,181,343
    
    
    
    1,756,191Depreciation and amortization
    
    
    240,039
    
    
    
    399,886
    
    
    
    22,285
    
    
    
    662,210Operating gains
    
    
    
    
    
    
    (434,042
    )
    
    
    
    
    
    
    (434,042
    )Operating income (loss)
    
    
    437,289
    
    
    
    4,758,586
    
    
    
    (1,289,499
    )
    
    
    3,906,376Net income (loss) attributable to Company
    
    
    437,666
    
    
    
    5,748,444
    
    
    
    (3,138,102
    )
    
    
    3,048,0082008Revenues
    
    $
    2,441,587
    
    
    $
    
    
    
    $
    1,400
    
    
    $
    2,442,987Selling, general and administrative expense
    
    
    480,799
    
    
    
    135,154
    
    
    
    918,165
    
    
    
    1,534,118Depreciation and amortization
    
    
    271,413
    
    
    
    14,364
    
    
    
    21,112
    
    
    
    306,889Operating gains
    
    
    
    
    
    
    1,509,524
    
    
    
    
    
    
    
    1,509,524Operating income (loss)
    
    
    549,481
    
    
    
    1,347,814
    
    
    
    (988,078
    )
    
    
    909,217Net income (loss) attributable to Company
    
    
    551,049
    
    
    
    1,281,344
    
    
    
    (1,292,720
    )
    
    
    539,673
  Casino
    
    
    Development/Operations
    
    
    Management
    
    
    Corporate
    
    
    Consolidated2009Revenues
    
    $
    6,849,056
    
    
    $
    5,753,167
    
    
    $
    
    
    
    $
    12,602,223Selling, general and administrative
expense
    
    
    1,285,006
    
    
    
    394,873
    
    
    
    3,125,280
    
    
    
    4,805,159Depreciation and amortization
    
    
    743,701
    
    
    
    426,836
    
    
    
    63,206
    
    
    
    1,233,743Operating gains
    
    
    
    
    
    
    1,921,803
    
    
    
    
    
    
    
    1,921,803Operating income (loss)
    
    
    1,665,741
    
    
    
    6,802,654
    
    
    
    (3,277,016
    )
    
    
    5,191,379Net income (loss) attributable to
Company
    
    
    1,665,557
    
    
    
    7,674,564
    
    
    
    (5,588,948
    )
    
    
    3,751,173
  13




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##### Table of Contents



Casino
    
    
    Development/Operations
    
    
    Management
    
    
    Corporate
    
    
    Consolidated2008Revenues
    
    $
    7,393,124
    
    
    $
    
    
    
    $
    1,458
    
    
    $
    7,394,582Selling, general and administrative
expense
    
    
    1,386,315
    
    
    
    316,935
    
    
    
    3,162,960
    
    
    
    4,866,210Depreciation and amortization
    
    
    810,696
    
    
    
    43,092
    
    
    
    48,335
    
    
    
    902,123Operating gains
    
    
    
    
    
    
    5,455,990
    
    
    
    
    
    
    
    5,455,990Operating income (loss)
    
    
    1,628,562
    
    
    
    5,014,461
    
    
    
    (3,261,358
    )
    
    
    3,381,665Net income (loss) attributable to
Company
    
    
    1,657,797
    
    
    
    4,186,284
    
    
    
    (4,270,318
    )
    
    
    1,573,763
  Casino
    
    
    Development/Operations
    
    
    Management
    
    
    Corporate
    
    
    Consolidated2009Assets
    
    $
    19,862,091
    
    
    $
    28,863,044
    
    
    $
    4,286,897
    
    
    $
    53,012,032Property and equipment, net
    
    
    7,991,843
    
    
    
    962
    
    
    
    148,110
    
    
    
    8,140,915Goodwill
    
    
    10,308,520
    
    
    
    
    
    
    
    
    
    
    
    10,308,520Liabilities
    
    
    462,982
    
    
    
    8,111,953
    
    
    
    2,312,512
    
    
    
    10,887,4472008Assets
    
    $
    20,468,311
    
    
    $
    22,550,532
    
    
    $
    5,449,280
    
    
    $
    48,468,123Property and equipment, net
    
    
    8,443,650
    
    
    
    1,394
    
    
    
    184,980
    
    
    
    8,630,024Goodwill
    
    
    10,308,520
    
    
    
    
    
    
    
    
    
    
    
    10,308,520Liabilities
    
    
    515,366
    
    
    
    5,620,785
    
    
    
    3,148,612
    
    
    
    9,284,763
 9.
    
    CONTINGENCIES
 Economic conditions and related risks and uncertainties.The United States is currently
experiencing a widespread recession accompanied by, among other things, weakness in the
commercial and investment banking systems resulting in reduced credit and capital financing
availability, and highly curtailed gaming and other recreational activities and general
discretionary consumer spending, and is also engaged in war, all of which are likely to
continue to have far-reaching effects on economic conditions in the country for an
indeterminate period. The effects and duration of these conditions and related risks and
uncertainties on the Companys future operations and cash flows, including its access to
capital or credit financing, cannot be estimated at this time, but may likely be
significant.
 Uninsured cash deposits.The Company frequently has cash on deposit substantially in excess
of federally-insured limits, and the risk of losses related to such concentrations may be
increasing as a result of recent economic developments described in the preceding paragraph.
However, the extent of loss, if any, to be sustained as a result of any future failure of a
bank or other financial institution is not subject to estimation at this time.
 Legal matters. On June 19, 2009, HRI initiated arbitration against the Company regarding
its Management Reorganization Agreement dated June 18, 2007. The dispute arose over the
proper calculation of the member distribution to the Company under the agreement.
Specifically, HRI seeks a ruling that the quarterly calculation of the baseline member
distribution payable to the Company should be based on the prior years management fee paid
to the Company, exclusive of the compounding multiplier set forth in the agreement.
Management has engaged counsel and is contesting the claim. At this stage of the dispute,
based in part on counsels advice, the Company is unable to predict the outcome or estimate
the minimum amount of potential loss, if any, and accordingly, has made no provision for
this matter.
  14




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##### Table of Contents



10.
    
    STOCK REPURCHASE PLAN
 In 2008, the Company announced a stock repurchase plan (the Repurchase Plan) to
repurchase up to $2,000,000 of shares of its common stock in the open market or in
privately negotiated transactions from time to time, in compliance with Rule 10b-18 of the
Securities and Exchange Act of 1934, through April 30, 2009.
Under the Repurchase Plan, the Company repurchased 1,356,595 shares for the treasury at a
weighted average-price per share of $1.22, costing $1,654,075, (including commissions and
other related transaction costs). The Repurchase Plan did not obligate the Company to
acquire any specified number or value of common stock, and it has expired.
 11.
    
    SUBSEQUENT EVENTS
 On October 13, 2009, the Company made a $500,000 voluntary principal payment on its
revolving credit line reducing the outstanding balance to $225,264. After this transaction,
the availability under the revolving credit line is $8.3 million.
 The Company made distributions from GEM to its members on October 9, 2009, for $1.7 million
per member and on October 28, 2009, for $1.1 million per member as repayment of debt due to
joint venture affiliate per the GEM Financial Resolution (Note 7).
 On October 15, 2009, the Company sold the land originally purchased for the Manuelito
development, which was classified under deposits and other at September 30th,
2009, with a value of $19,669, for $24,500 less closing costs of $4,831.
  15




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Safe harbor provision
   
    
    our growth strategies;
    
    our development and potential acquisition of new facilities;
    
    risks related to development and construction activities;
    
    anticipated trends in the gaming industries;
    
    patron demographics;
    
    general market and economic conditions;
    
    access to capital and credit, including our ability to finance future business
requirements;
    
    the availability of adequate levels of insurance;
    
    changes in federal, state, and local laws and regulations, including
environmental and gaming license legislation and regulations;
    
    regulatory approvals;
    
    competitive environment;
    
    risks, uncertainties and other factors described from time to time in this and
our other SEC filings and reports.
  Overview
   16




---



##### Table of Contents



Economic conditions and related risks and uncertainties
  Critical accounting estimates and policies
   Assets related to tribal casino projects
 Accounting Standards Codification Investments-Debt and Equity Securities Fair Value Measurements and Disclosures
   17




---



##### Table of Contents




    
    the Federal Bureau of Indian Affairs (BIA) recognizes the tribe;
    
    the tribe has the right to acquire land to be used as a casino site;
    
    the Department of the Interior has put the land into trust as a casino site;
    
    the tribe has a gaming compact with the state government;
    
    the NIGC has approved a proposed management agreement; and
    
    other legal or political obstacles exist or are likely to occur.
  
    
    a certain minimum monthly priority payment to the tribe;
    
    repayment of various senior debt associated with construction and equipping of the
casino with interest accrued thereon;
    
    repayment of various debt with interest accrued thereon due to us;
    
    management fee to us;
    
    other obligations; and
    
    the remaining funds distributed to the tribe.
 Notes receivable
  Fair Value Measurements and Disclosures
  18




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##### Table of Contents



September 30, 2009
    
    
    December 31, 2008Aggregate face amount of the
notes receivable
    
    $
    6,280,475
    
    
    $
    6,281,329Estimated years until opening of
casino:FireKeepers
    
    
    
    
    
    
    .75Montana
    
    
    1.75
    
    
    
    1.75Discount rate:FireKeepers
    
    
    19
    %
    
    
    17
    %Montana
    
    
    27
    %
    
    
    23
    %Estimated probability of the
Montana casino opening as
expected and collecting the
receivable from FireKeepers:FireKeepers
    
    
    99
    %
    
    
    96
    %Montana
    
    
    70
    %
    
    
    70
    %
   
    
    S&P 500, 10 and 15-year average benchmark investment returns (medium-term horizon risk
premiums);
    
    Risk-free investment return equal to the trailing 10-year average for 90-day Treasury
Bills;
    
    Investment beta factor equal to the unlevered five-year average for the hotel/gaming
industry; and
    
    Project-specific adjustments based on typical size premiums for micro-cap and
low-cap companies using 10 and 15-year averages, and the status of outstanding required
regulatory approvals and/or litigation, if any.
  19




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##### Table of Contents



, Receivables,
 Contract rights
    20




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##### Table of Contents



Summary of assets related to tribal casino projects
  September 30,
    
    
    December 31,2009
    
    
    2008Michigan project:Notes receivable, tribal governments
    
    $
    4,682,420
    
    
    $
    4,097,002Contract rights, net
    
    
    16,209,955
    
    
    
    16,636,35820,892,375
    
    
    
    20,733,360Other projects:Notes receivable, tribal governments
    
    
    974,103
    
    
    
    1,017,765Contract rights, net
    
    
    159,194
    
    
    
    159,1941,133,297
    
    
    
    1,176,959$
    22,025,672
    
    
    $
    21,910,319
       21




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##### Table of Contents



NorthernSeptember 30, 2009
    
    FireKeepers
    
    
    Nambé Pueblo
    
    
    Cheyenne Tribe
    
    
    TotalNotes receivable
    
    $
    4,682,420
    
    
    $
    430,467
    
    
    $
    543,636
    
    
    $
    5,656,523Contract rights
    
    
    16,209,955
    
    
    
    
    
    
    
    159,194
    
    
    
    16,369,149Total
    
    $
    20,892,375
    
    
    $
    430,467
    
    
    $
    702,830
    
    
    $
    22,025,672
  Consolidation
 Results of continuing operations
 Three Months Ended September 30, 2009, Compared to Three Months Ended September 30, 2008
 Operating revenues.
 Operating costs and expenses.
  22




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##### Table of Contents



Project development costs.
 Selling, general and administrative expense.
 Operating gains.
 Other income (expense).
 Income taxes.
 Non-controlling interest.
 Nine Months Ended September 30, 2009, Compared to Nine Months Ended September 30, 2008
 Operating revenues.
 Operating costs and expenses.
  23




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##### Table of Contents



Project development costs.
 Selling, general and administrative expense.
 Operating gains .
 Other income (expense).
 Income taxes.
 Non-controlling interest .
 Liquidity and capital resources
    24




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##### Table of Contents



25




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FireKeepers project
      26




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##### Table of Contents




    
    Reimbursable amounts funded by the members, due from the Michigan tribe before
the RAM buy-in as the prior agreements were silent on reimbursements to members.
    
    Non-reimbursable amounts funded by the Company, related to the Michigan tribe,
as the prior agreements were unclear if these were reimbursable by GEM to the
Company.
    
    Repayments of disproportionate advances by the Company as prior agreements were
unclear as to what percentages would be used regarding repayment.
  Other projects
    27




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##### Table of Contents



Seasonality
  Regulation and taxes
   Off-balance sheet arrangements
   28




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##### Table of Contents



Item 3.
    
    Quantitative and qualitative disclosures about market risk
    
 Item 4(T).
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
 Changes in Internal Control Over Financial Reporting
  29




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
  
 Item 6.
    
    Exhibits
 10.1
    
    
    Amendment to Reducing Revolving Loan Agreement dated as of the
25th day of June, 2009, by and between the Company and
Nevada State Bank, incorporated by reference to Exhibit 10.1, to the
Companys Form 8-K filed on July 1, 2009.10.2
    
    
    Amendment to Reducing Revolving Promissory Note dated as of the
25th day of June, 2009, by and between the Company and
Nevada State Bank, incorporated by reference to Exhibit 10.2, to the
Companys Form 8-K filed on July 1, 2009.31.1
    
    
    Certification of principal executive officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*31.2
    
    
    Certification of principal financial officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*32.1
    
    
    Certification of principal executive officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*32.2
    
    
    Certification of principal financial officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
 
 *
    
    Filed herewith  30




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SIGNATURES
  FULL HOUSE RESORTS, INC.Date:  November 9, 2009
    By:
    /s/ MARK MILLERMark MillerChief Financial Officer and Chief Operating Officer
(on behalf of the Registrant and
as principal financial officer)  31