##### Table of Contents



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 March 31, 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
Las Vegas, Nevada(Address of principal executive offices)
    
    89147(Zip Code)
 (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
 Yes o No þ




---



##### 



FULL HOUSE RESORTS, INC.
INDEX
 PagePART I. Financial InformationItem 1. Consolidated Financial StatementsConsolidated Balance Sheets as of March 31, 2009 (Unaudited), and December 31, 2008
    
    
    3Unaudited Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008
    
    
    4Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008
    
    
    5Notes to Consolidated Financial Statements (Unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    24Item 4T. Controls and Procedures
    
    
    24PART II. Other InformationItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 6. Exhibits
    
    
    25Signature
    
    
    26Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCurrent assetsCash and equivalents
    
    $
    3,945,527
    
    
    $
    5,304,755Accounts receivable, net of allowance for doubtful accounts of $20,000 and $20,000
    
    
    362,953
    
    
    
    597,848Prepaid expenses
    
    
    440,181
    
    
    
    504,021Deferred tax asset
    
    
    266,858
    
    
    
    293,598Assets held for sale
    
    
    45,000
    
    
    
    45,000Deposits and other current assets
    
    
    92,552
    
    
    
    98,2095,153,071
    
    
    
    6,843,431Property and equipment, net of accumulated depreciation of $5,224,026 and $4,985,766
    
    
    8,487,771
    
    
    
    8,630,024Long-term assets related to tribal casino projectsNotes receivable
    
    
    5,368,516
    
    
    
    5,114,767Contract rights, net of accumulated amortization of $742,533 and $729,228
    
    
    16,782,247
    
    
    
    16,795,55222,150,763
    
    
    
    21,910,319Other long-term assetsGoodwill
    
    
    10,308,520
    
    
    
    10,308,520Deposits and other
    
    
    769,431
    
    
    
    775,82911,077,951
    
    
    
    11,084,349$
    46,869,556
    
    
    $
    48,468,123LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt
    
    $
    229,439
    
    
    $
    225,224Accounts payable
    
    
    216,816
    
    
    
    239,059Accrued expenses
    
    
    1,065,099
    
    
    
    1,021,8171,511,354
    
    
    
    1,486,100Long-term debt due to joint venture affiliate, including accrued interest of $185,860
and $153,610 net of current portion
    
    
    3,294,850
    
    
    
    3,137,600Other long-term debt, net of current portion
    
    
    752,510
    
    
    
    3,066,6394,047,360
    
    
    
    6,204,239Deferred tax liability
    
    
    1,675,735
    
    
    
    1,594,4247,234,449
    
    
    
    9,284,763Stockholders equityNon-controlling interest in consolidated joint venture
    
    
    4,540,888
    
    
    
    4,600,068Common stock, $.0001 par value, 25,000,000 shares authorized; 19,350,276 shares issued
    
    
    1,935
    
    
    
    1,935Additional paid-in capital
    
    
    42,482,713
    
    
    
    42,356,098Treasury stock, 1,356,595 and 1,210,414 shares at cost
    
    
    (1,654,075
    )
    
    
    (1,502,182
    )Deficit
    
    
    (5,736,354
    )
    
    
    (6,272,559
    )35,094,219
    
    
    
    34,583,292$
    46,869,556
    
    
    $
    48,468,123
   3




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three monthsended March 31,2009
    
    
    2008RevenuesCasino
    
    $
    1,868,942
    
    
    $
    1,965,049Food and beverage
    
    
    430,734
    
    
    
    583,986Other operating income
    
    
    20,260
    
    
    
    20,5892,319,936
    
    
    
    2,569,624Operating costs and expensesCasino
    
    
    579,910
    
    
    
    599,786Food and beverage
    
    
    480,660
    
    
    
    600,273Project development costs
    
    
    15,695
    
    
    
    34,792Selling, general and administrative
    
    
    1,529,893
    
    
    
    1,594,621Depreciation and amortization
    
    
    290,552
    
    
    
    270,5422,896,710
    
    
    
    3,100,014Operating gainsEquity in net income of unconsolidated joint venture, and related guaranteed payments
    
    
    1,252,176
    
    
    
    1,162,737Unrealized gains on notes receivable, tribal governments
    
    
    253,749
    
    
    
    1,898,5241,505,925
    
    
    
    3,061,261Operating income
    
    
    929,151
    
    
    
    2,530,871Other income (expense)Interest and other income
    
    
    22,655
    
    
    
    58,748Interest expense
    
    
    (88,809
    )
    
    
    (179,894
    )Noncontrolling interest in net (income) loss of consolidated joint venture
    
    
    59,180
    
    
    
    (763,681
    )Income from continuing operations before income taxes
    
    
    922,177
    
    
    
    1,646,044Income taxes
    
    
    (385,972
    )
    
    
    (645,295
    )Income from continuing operations
    
    
    536,205
    
    
    
    1,000,749Income from discontinued operations, net of income taxes of $23,377 in 2008
    
    
    
    
    
    
    38,141Net income
    
    $
    536,205
    
    
    $
    1,038,890Income from continuing operations per common shareBasic and diluted
    
    $
    0.03
    
    
    $
    0.05Income from discontinued operations per common shareBasic and diluted
    
    $
    0.00
    
    
    $
    0.00Net income per common shareBasic and diluted
    
    $
    0.03
    
    
    $
    0.05Weighted-average number of common shares outstandingBasic and diluted
    
    
    18,103,688
    
    
    
    19,342,276
   4




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three monthsended March 31,2009
    
    
    2008Net cash provided by operating activities
    
    $
    1,114,790
    
    
    $
    572,541Cash flows from investing activities:Acquisition of contract rights and other assets
    
    
    
    
    
    
    (10,180
    )Purchase of property and equipment
    
    
    (137,211
    )
    
    
    (282,733
    )Advances to tribal governments
    
    
    
    
    
    
    (42,367
    )Net proceeds from sale of hotel
    
    
    
    
    
    
    6,961,720Other
    
    
    
    
    
    
    (1,920
    )Net cash (used in) provided by investing activities
    
    
    (137,211
    )
    
    
    6,624,520Cash flows from financing activities:Payments on long-term debt
    
    
    (2,309,914
    )
    
    
    (8,101,356
    )Proceeds from borrowings from joint venture affiliate
    
    
    125,000
    
    
    
    127,500Purchase of treasury stock
    
    
    (151,893
    )
    
    
    Net cash used in financing activities
    
    
    (2,336,807
    )
    
    
    (7,973,856
    )Net decrease in cash and equivalents
    
    
    (1,359,228
    )
    
    
    (776,795
    )Cash and equivalents, beginning of period
    
    
    5,304,755
    
    
    
    7,975,860Cash and equivalents, end of period
    
    $
    3,945,527
    
    
    $
    7,199,065
   5




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1.
    
    BASIS OF PRESENTATION
   Consolidation of Variable
Interest Entities
 2.
    
    SHARE-BASED COMPENSATION
  3.
    
    INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
    6




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##### Table of Contents



Three monthsended March 31,2009
    
    
    2008Management fee revenues
    
    $
    1,984,204
    
    
    $
    2,284,483Net income
    
    
    1,849,271
    
    
    
    2,180,531
 4.
    
    FAIR VALUE MEASUREMENTS
 The Fair Value Option for Financial Assets and
Financial Liabilities
 , Fair Value Measurements Determining the Fair Value of Financial
Asset when the market for that asset is not active
   i.e. etc.
   7




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##### Table of Contents




    
    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
   March 31,
    
    
    December 31,2009
    
    
    2008Contractual (stated) amount (including interest)FireKeepers Development Authority
    
    $
    5,000,000
    
    
    $
    5,000,000Other
    
    
    1,281,329
    
    
    
    1,281,329$
    6,281,329
    
    
    $
    6,281,329Estimated fair value of notes receivable
related to tribal casino projects:FireKeepers Development Authority
    
    $
    4,287,940
    
    
    $
    4,097,002Other
    
    
    1,080,576
    
    
    
    1,017,765$
    5,368,516
    
    
    $
    5,114,767
   8




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FireKeepersDevelopmentTotal
    
    
    Authority
    
    
    Other tribesBalances, January 1, 2009
    
    $
    5,114,767
    
    
    $
    4,097,002
    
    
    $
    1,017,765Total advances
    
    
    
    
    
    
    
    
    
    
    Unrealized gains included in earnings
    
    
    253,749
    
    
    
    190,938
    
    
    
    62,811Balances, March 31, 2009
    
    $
    5,368,516
    
    
    $
    4,287,940
    
    
    $
    1,080,576
 6.
    
    CONTRACT RIGHTS
  AccumulatedMarch 31, 2009
    
    Cost
    
    
    Amortization
    
    
    Carrying valueFireKeepers project, initial cost
    
    $
    4,155,213
    
    
    $
    
    
    
    $
    4,155,213FireKeepers project, additional
    
    
    13,210,373
    
    
    
    (742,533
    )
    
    
    12,467,840Other projects
    
    
    159,194
    
    
    
    
    
    
    
    159,194$
    17,524,780
    
    
    $
    (742,533
    )
    
    $
    16,782,247
 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
   9




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7.
    
    LONG-TERM DEBT
  March 31,
    
    
    December 31,2009
    
    
    2008Long-term debt, due to joint venture affiliate:Promissory note, expected to mature in 2011,
interest at 1% above the prime rate (4.25% at
March 31, 2009 and December 31, 2008)
    
    $
    3,294,850
    
    
    $
    3,137,600Long-term debt, other:Reducing 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 (7.39% at
March 31, 2009 and December 31, 2008)
    
    $
    219,275
    
    
    $
    2,469,275Promissory note to Peters Family Trust, $1.25
million on January 31, 2007, due February 1,
2012, interest at a fixed annual rate of 7.44%
    
    
    762,674
    
    
    
    822,588981,949
    
    
    
    3,291,863Less current portion
    
    
    (229,439
    )
    
    
    (225,224
    )$
    752,510
    
    
    $
    3,066,639
 Reducing Revolving Loan (the Revolver).
  Green Acres.
 Peters Family Trust Promissory Note.
  10




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Annual periods ending March 31,2010
    
    $
    229,4392011
    
    
    268,7462012
    
    
    3,373,4792013
    
    
    2014
    
    
    Thereafter
    
    
    219,275$
    4,090,939
  8.
    
    SEGMENT REPORTING
   Casino
    
    
    Development/Operations
    
    
    Management
    
    
    Corporate
    
    
    Consolidated2009Revenues
    
    $
    2,319,936
    
    
    $
    
    
    
    $
    
    
    
    $
    2,319,936Selling, general and administrative expense
    
    
    446,666
    
    
    
    123,921
    
    
    
    959,306
    
    
    
    1,529,893Depreciation and amortization
    
    
    256,885
    
    
    
    13,449
    
    
    
    20,218
    
    
    
    290,552Operating gains
    
    
    
    
    
    
    1,505,925
    
    
    
    
    
    
    
    1,505,925Operating income
    
    
    555,816
    
    
    
    1,353,560
    
    
    
    (980,225
    )
    
    
    929,151Net income
    
    
    554,429
    
    
    
    1,271,776
    
    
    
    (1,290,000
    )
    
    
    536,2052008Revenues
    
    $
    2,569,601
    
    
    $
    
    
    
    $
    23
    
    
    $
    2,569,624Selling, general and administrative expense
    
    
    388,014
    
    
    
    22,493
    
    
    
    1,184,114
    
    
    
    1,594,621Depreciation and amortization
    
    
    243,877
    
    
    
    19,152
    
    
    
    7,513
    
    
    
    270,542Operating gains
    
    
    
    
    
    
    3,061,261
    
    
    
    
    
    
    
    3,061,261Operating income
    
    
    737,651
    
    
    
    2,985,616
    
    
    
    (1,192,396
    )
    
    
    2,530,871Net income
    
    
    741,488
    
    
    
    2,108,048
    
    
    
    (1,848,787
    )
    
    
    1,000,749
  Casino
    
    
    Development/Operations
    
    
    Management
    
    
    Corporate
    
    
    Consolidated2009Assets
    
    $
    20,193,282
    
    
    $
    22,736,848
    
    
    $
    3,939,426
    
    
    $
    46,869,556Property and equipment, net
    
    
    8,317,881
    
    
    
    1,250
    
    
    
    168,640
    
    
    
    8,487,771Goodwill
    
    
    10,308,520
    
    
    
    
    
    
    
    
    
    
    
    10,308,520Liabilities
    
    
    473,815
    
    
    
    3,376,938
    
    
    
    3,383,696
    
    
    
    7,234,4492008Assets
    
    $
    21,120,376
    
    
    $
    29,221,636
    
    
    $
    7,035,532
    
    
    $
    57,377,544Property and equipment, net
    
    
    9,014,736
    
    
    
    
    
    
    
    222,898
    
    
    
    9,237,634Goodwill
    
    
    10,308,520
    
    
    
    
    
    
    
    
    
    
    
    10,308,520Liabilities
    
    
    540,427
    
    
    
    10,977,081
    
    
    
    5,945,486
    
    
    
    17,462,994
  11




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##### Table of Contents



9.
    
    CONTINGENCIES
 Economic conditions and related risks and uncertainties.
 Uninsured cash deposits.
 Legal matters.
 10.
    
    STOCK REPURCHASE PLAN
   12




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Item 2. Managements Discussion and Analysis or Plan of Operation
 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
   13




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Critical accounting estimates and policies
   Assets related to tribal casino projects
 Recognition of Interest
Income and Balance Sheet Classification of Structured Notes
    14




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##### 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 Determining the Fair
Value of Financial Asset when the market for that asset is not active
    15




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##### Table of Contents



March 31,
    
    
    December 31,2009
    
    
    2008Aggregate face amount of the notes receivable (including interest)
    
    $
    6,281,329
    
    
    $
    6,281,329Estimated years until opening of casino:FireKeepers
    
    
    .50
    
    
    
    .75Montana
    
    
    1.50
    
    
    
    1.75Discount rate:FireKeepers
    
    
    16
    %
    
    
    17
    %Montana
    
    
    22
    %
    
    
    23
    %Estimated probability of the casino opening as expected:FireKeepers
    
    
    96
    %
    
    
    96
    %Montana
    
    
    69
    %
    
    
    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.
    16




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Accounting by Creditors for Impairment of a
Loan
 Contract rights
   Summary of assets related to tribal casino projects
  March 31,
    
    
    December 31,2009
    
    
    2008Michigan project:Notes receivable, tribal governments
    
    $
    4,287,940
    
    
    $
    4,097,002Contract rights, net
    
    
    16,623,053
    
    
    
    16,636,35820,910,993
    
    
    
    20,733,360Other projects:Notes receivable, tribal governments
    
    
    1,080,576
    
    
    
    1,017,765Contract rights, net
    
    
    159,194
    
    
    
    159,1941,239,770
    
    
    
    1,176,959$
    22,150,763
    
    
    $
    21,910,319
  17




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##### Table of Contents




    
    the tribe is federally recognized;
 
    
    adequate land for the proposed casino resort has been placed in trust;
 
    
    the tribe has a valid gaming compact with the State of Michigan;
 
    
    the NIGC approved the management agreement;
 
    
    the BIA issued a record of decision approving the final environmental impact statement
in September 2006;
 
    
    project financing was obtained in May 2008;
 
    
    construction commenced in May 2008, with an anticipated construction period of
approximately 15 months; and
 
    
    construction to date has progressed on schedule.
  March 31,
    
    
    December 31,2009
    
    
    2008 Discount rate increases 2.5%
    
    $
    (91,399
    )
    
    $
    (106,972
    ) Discount rate decreases 2.5%
    
    
    95,453
    
    
    
    112,245 Forecasted opening date delayed one quarter
    
    
    (157,257
    )
    
    
    (157,696
    ) Forecasted opening date accelerated one quarter
    
    
    163,252
    
    
    
    164,009
    18




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##### Table of Contents



NorthernMarch 31, 2009
    
    FireKeepers
    
    
    Nambé Pueblo
    
    
    Cheyenne Tribe
    
    
    TotalNotes receivable
    
    $
    4,287,940
    
    
    $
    465,747
    
    
    $
    614,829
    
    
    $
    5,368,516Contract rights
    
    
    16,623,053
    
    
    
    
    
    
    
    159,194
    
    
    
    16,782,247Total
    
    $
    20,910,993
    
    
    $
    465,747
    
    
    $
    774,023
    
    
    $
    22,150,763
  Consolidation of Variable Interest Entities
 Recently issued accounting pronouncements
 Determining Fair Value When the Volume and Level of
Activity for the Assets or Liability Have Significantly Decreased and Identifying Transactions That
are Not Orderly
 Results of continuing operations
 Three Months Ended March 31, 2009, Compared to Three Months Ended March 31, 2008
 Operating revenues.
 Operating costs and expenses.
  19




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Project development costs.
 Selling, general and administrative expense.
 Operating gains
 Other income (expense).
 Income taxes.
 Liquidity and capital resources
     20




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th
  21




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FireKeepers project
    Other projects
   22




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Seasonality
   23




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Regulation and taxes
   Off-balance sheet arrangements
  
 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
  24




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PART II  OTHER INFORMATION
 
 Item 2 Unregistered sales of equity securities and use of proceeds
 Approximate dollarTotal number of shares
    
    
    value of shares thatTotal number
    
    
    Weighted-
    
    
    purchased as part of
    
    
    may yet be purchasedof shares
    
    
    average price
    
    
    publicly announced plan
    
    
    under the plans orPeriod
    
    purchased
    
    
    paid per share
    
    
    (1)
    
    
    programs01/01/2009
 01/31/2009
    
    
    10,700
    
    
    $
    1.07
    
    
    
    10,700
    
    
    $
    520,50002/01/2009
 02/28/2009
    
    
    12,666
    
    
    $
    1.04
    
    
    
    12,666
    
    
    $
    507,31103/01/2009
 03/31/2009
    
    
    122,815
    
    
    
    1.00
    
    
    
    122,815
    
    
    $
    384,547Total
    
    
    146,181
    
    
    $
    1.04
    
    
    
    146,181
 (1)
    
    On July 7, 2008, the Company announced a stock repurchase plan (the
Repurchase Plan). Under the Repurchase Plan, the Companys board of directors
authorized the repurchase of up to $1,000,000 worth of shares of our 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, subject to
market conditions, applicable legal requirements and other factors. The Repurchase
Plan does not obligate the Company to acquire any particular amount of common stock
and the plan may be suspended at any time at managements discretion. On October 14,
2008, the Companys board of directors authorized the repurchase of up to an
additional $1,000,000 worth of shares of the Companys common stock and extended the
expiration of the Repurchase Plan until April 30, 2009. 
 Item 6. Exhibits
 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  25




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SIGNATURES
  Date: May 8, 2009
    FULL HOUSE RESORTS, INC.By:
    /s/ MARK MILLERMark MillerChief Financial Officer
(on behalf of the Registrant and
as principal financial officer)  26




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    
    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  27