**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D. C. 20549**

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**FORM10-K/AAmendment No 1.**
| **x**      | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|------------|-----------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                    |
|       | **For the  fiscal year ended December 31, 2005**                                              |
|       |                                                                                          |
| **o**      | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**CommissionFile Number: 333-115186**

**RIVERROCK ENTERTAINMENT AUTHORITY**

(Exact name ofregistrant as specified in its charter)

| **Not  Applicable**                                              |   | **3250  Highway 128 East  Geyserville, California 95441  (707) 857-2777**                                                    |   | **68-0490898**                        |
|------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |   | (Address,  including zip code, and telephone number, including area code, of  registrant’s principal executive offices) |   | (I.R.S. Employer  Identification No.) |

 

**Securitiesregistered pursuant to Section 12(b) of the Act:**

|            | **Title of Each Class** | ** ** |   | ** ** | **Name of  Each Exchange On Which Registered** | ** ** |
|------------|-------------------------|------------|--------|------------|------------------------------------------------|------------|
| ** ** | **NONE**                | ** ** |   | ** ** | **NONE**                                       | ** ** |   |

 

**Securitiesregistered pursuant to Section 12(g) of the Act: NONE**

Indicate by checkmark if registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yes        o  No        x

Indicate by checkmark if registrant is not required to file reports pursuant to Rule 13 orSection 15(d) of the Act. Yes        x  No        o

Indicate by checkmark whether the registrant: (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding twelve months (or such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes        x  No        o

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendmentto this Form 10-K.        x

Indicate by checkmark whether the registrant is a Large Accelerated filer, an Accelerated filer,or a Non-accelerated filer (as defined in Exchange Act Rule 12b-2).
| Large Accelerated Filer o | Accelerated Filer o | Non-accelerated Filer x |
|--------------------------------|--------------------------|------------------------------|

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act) Yes        o  No        x

The aggregate marketvalue of common stock held by non-affiliates of the registrant was $0 on thelast business day of the registrant’s most recently completed second fiscalquarter (June 30, 2005).

The registrant has nooutstanding common equity.

**DocumentsIncorporated By Reference**

None.

 

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**RIVERROCK ENTERTAINMENT AUTHORITY**

**INDEX TOFORM 10-K/A**

**AmendmentNo. 1**
|          | Explanatory  Note                                                                           |       |
|----------|---------------------------------------------------------------------------------------------|------------|
|     |                                                                                        |       |
|     |                                                                                        |       |
|     | PART II                                                                                     | ** ** |
|     |                                                                                        |       |
| Item 6.  | Selected Financial Data                                                                     | 1          |
|     |                                                                                        |       |
| Item 7.  | Management’s Discussion and Analysis of Financial  Condition and Results of Operations | 4          |
|     |                                                                                        |       |
| Item 8.  | Financial Statements and Supplementary Data                                                 | 14         |
|     |                                                                                        |       |
| Item 9A. | Controls and Procedures                                                                     | 14         |
|     |                                                                                        |       |
|     |                                                                                        |       |
|     |                                                                                        |       |
|     | PART IV                                                                                     |       |
|     |                                                                                        |       |
| Item 15. | Exhibits, Financial Statement Schedules and Reports on  Form 8-K                            | 15         |

 

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**EXPLANATORY NOTE**

RiverRock Entertainment Authority (the “Authority”) is filing this Amendment No. 1to its Annual Report on Form 10-K (“Form 10-K/A”) to restate its previouslyissued financial statements for the years ended December 31, 2005, 2004 and 2003,included in the Company’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2005 initially filed with the Securities and Exchange Commission (“SEC”)on March 30, 2006.  See Note 14 to thefinancial statements for further information.

 

This Form 10-K/A amends and restates only Items 6, 7, 8 and 9A of PartII and Item 15 of Part III of the original filing solely to reflect the effectsof the restatement of the Authority’s financial statements for the periodspresented.  The remaining Items of theoriginal filing are not amended hereby and are therefore not included herein.Except for the forgoing amended information, this Form 10-K/A continues todescribe conditions as of the date of the original filing, and the Authority hasnot updated the disclosures contained herein to reflect events that occurred ata later date. Accordingly, this Form 10-K/A should be read in conjunction with Authorityfilings made with the SEC subsequent to the filing of the original Form 10-K,including any amendments of those filings. In addition, pursuant to the rulesof the SEC, exhibits 31.1 and 31.2 of the original filing have been amended tocontain currently dated certifications from our Chief Executive Officer and PrincipalFinancial Officer, as required by Sections 302 of the Sarbanes-Oxley Act of2002. The updated certifications are attached to this Form 10-K/A as exhibits31.1 and 31.2.

**CAUTIONARYSTATEMENT**

*Exceptfor the historical financial information contained herein, the mattersdiscussed in this report on Form 10-K/A Amendment No. 1 (as well as documentsincorporated herein by reference) may be considered forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933, as amended,and Section 21E of the Securities Exchange Act of 1934, as amended. Suchforward-looking statements are based upon current expectations that involverisks and uncertainties and include declarations regarding the intent, beliefor current expectations of us and our management and may be signified by thewords “believes”, “anticipates”, “plan”, “expects”, “intends” and similarexpressions. Our actual results and the timing of certain events may differsignificantly from the results discussed in the forward-looking statements.Factors that might cause such a discrepancy include, but are not limited to,those discussed in “Risk Factors” and elsewhere in this report. Allforward-looking statements in this document are based on information availableto us as of the date hereof, and we assume no obligation to update any suchforward-looking statements, whether as a result of new information, futureevents, or otherwise. All discussion in this report should be read inconjunction with our financial statements and the accompanying notes containedin this report.*

*Referencesin this Form 10-K/A to the “Authority” and the “Tribe” are to the River RockEntertainment Authority and the Dry Creek Rancheria Band of Pomo Indians,respectively. The terms “we”, “us” and “our” refer to the Authority.*

**PARTII**

**Item6. Selected Financial Data**.

River Rock Casino hashistorically operated as a separate wholly owned operating property of theTribe. We were formed as an unincorporated instrumentality of the Tribe to ownand operate the River Rock Casino. Upon the issuance of our Notes, the Tribereorganized so that its gaming business became owned and operated by us. Thisreorganization was accounted for as a reorganization of entities under commoncontrol. In accordance with Statement of Financial Accounting Standards 141, “BusinessCombinations,” the assets and liabilities of the casino operating property arepresented by us on a historical cost basis.

 

The followingtable, which gives effect to the restatement discussed in Note 14 to thefinancial statements,  presents summaryhistorical statements of revenues and expenses, balance sheet and other datafor the periods presented and should be read in conjunction with Item 7 — “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” andour restated  financial statements andthe related notes thereto, all included elsewhere in this Form 10-K/A. Thefollowing table sets forth our statement of operations for the years endedDecember 31, 2005, 2004, 2003, and 2002.

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| ** **                                                 | ** ** | **Year Ended**                  | ** ** | **Year Ended**    | ** ** | **Year Ended**    | ** ** | **Year Ended**   | ** ** |
|------------------------------------------------------------|------------|--------------------------------------|------------|------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                                                 | ** ** | **December 31,**                | ** ** | **December 31,**  | ** ** | **December 31,**  | ** ** | **December 31,** | ** ** |
| ** **                                                 | ** ** | **2005**                             | ** ** | **2004**               | ** ** | **2003 (a)**      | ** ** | **2002 (b)**     | ** ** |
| ** **                                                 | ** ** | **(As restated)**               | ** ** | **(As restated)** | ** ** | **(As restated)** | ** ** | ** **            | ** ** |
| ** **                                                 | ** ** | **(Dollars in Thousands)** | ** ** |
| **Statement of Revenue and Expenses:** |       |                                 |       |                   |       |                   |       |                  |       |
| ** **                                                 |       |                                 |       |                   |       |                   |       |                  |       |
| Revenues                                                   |       |                                 |       |                   |       |                   |       |                  |       |
|                                                       |       |                                 |       |                   |       |                   |       |                  |       |
|                                                       |       |                                 |       |                   |       |                   |       |                  |       |
| Casino                                                     |       | $                                    | 132,831    |                   | $          | 101,605                |       | $                     | 65,446     |   | $ | 4,615 |   |
| Food, beverage & retail                                |       | 6,920                                |       | 4,959                  |       | 2,848                  |       | —                |       |
| Other                                                      |       | 663                                  |       | 575                    |       | 380                    |       | 21                    |       |
| Gross revenues                                             |       | 140,414                              |       | 107,139                |       | 68,674                 |       | 4,636                 |       |
| Promotional  allowance                                     |       | (6,856                               | )          | (2,632                 | )          | (1,348                 | )          | —                |       |
| Net revenues                                               |       | 133,559                              |       | 104,508                |       | 67,325                 |       | 4,636                 |       |
| Operating  Expenses                                        |       |                                 |       |                   |       |                   |       |                  |       |
| Casino                                                     |       | 19,187                               |       | 16,909                 |       | 10,961                 |       | 657                   |       |
| Food, beverage & retail                                |       | 6,311                                |       | 4,516                  |       | 3,089                  |       | 63                    |       |
| Selling, general and administrative                        |       | 46,174                               |       | 39,009                 |       | 28,044                 |       | 3,147                 |       |
| Depreciation                                               |       | 11,012                               |       | 6,390                  |       | 4,391                  |       | 219                   |       |
| Preopening costs                                           |       | —                               |       | —                 |       | —                 |       | 1,899                 |       |
| Credit enhancement fee                                     |       | 7,669                                |       | 5,112                  |       | 2,249                  |       | —                |       |
| Gaming commission and surveillance expense (c)             |       | 2,773                                |       | 1,780                  |       | 1,435                  |       | 422                   |       |
| Compact revenue sharing trust fund                         |       | 1,335                                |       | 1,335                  |       | 1,335                  |       | 1,335                 |       |
| Total Operating expenses                                   |       | 94,462                               |       | 75,050                 |       | 51,504                 |       | 7,742                 |       |
| Income (loss)  from operations                             |       | 39,097                               |       | 29,458                 |       | 15,821                 |       | (3,106                | )          |
| Interest expense, net                                      |       | (21,047                              | )          | (17,446                | )          | (7,064                 | )          | (69                   | )          |
| Interest income                                            |       | 332                                  |       | 499                    |       | 108                    |       | —                |       |
| Loss on sale of assets                                     |       | (104                                 | )          | (63                    | )          | —                 |       | —                |       |
| Other expense                                              |       | (2                                   | )          | (1                     | )          | (1                     | )          | —                |       |
| Other expense-net                                          |       | (20,821                              | )          | (17,011                | )          | (6,956                 | )          | (69                   | )          |
| Income (loss) before  distribution to the Tribe (d)        |       | $                                    | 18,276     |                   | $          | 12,447                 |       | $                     | 8,865      |   | $ | (3,175 | ) |

 

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| ** **                                                               | ** ** | **Year Ended**                  | ** ** | **Year Ended**   | ** ** | **Year Ended**   | ** ** | **Year Ended**   | ** ** |
|--------------------------------------------------------------------------|------------|--------------------------------------|------------|-----------------------|------------|-----------------------|------------|-----------------------|------------|
| ** **                                                               | ** ** | **December 31,**                | ** ** | **December 31,** | ** ** | **December 31,** | ** ** | **December 31,** | ** ** |
| ** **                                                               | ** ** | **2005**                             | ** ** | **2004**              | ** ** | **2003 (a)**     | ** ** | **2002 (b)**     | ** ** |
| ** **                                                               | ** ** | **(Dollars in Thousands)** | ** ** |
| **Other Financial Data:**                                                |       |                                 |       |                  |       |                  |       |                  |       |
| Net cash provided by  (used in) operating activities                     |       | $                                    | 55,749     |                  | $          | 38,128                |       | $                     | 26,545     |   | $ | 190 |   |
| Net cash provided by  (used in) capital and related financing activities |       | $                                    | (45,870    | )                     | $          | (29,292               | )          | $                     | 44,256     |   | $ | 1,643 |   |
| Net cash provided by  (used in) investing activities                     |       | $                                    | 332        |                  | $          | 499                   |       | $                     | 108        |   | $ | — |   |
| Net cash provided by  (used in) non-capital financing activities         |       | $                                    | (11,180    | )                     | $          | (7,613                | )          | $                     | (54,883    | ) | $ | (960 | ) |
| EBITDA (e)                                                               |       | $                                    | 50,335     |                  | $          | 36,283                |       | $                     | 20,321     |   | $ | (2,887 | ) |
| Capital expenditures                                                     |       | $                                    | 17,456     |                  | $          | 57,741                |       | $                     | 35,511     |   | $ | 24,350 |   |
| Ratio of earnings to  fixed charges                                      |       | 1.83X                                |       | 1.37X                 |       | 1.87X                 |       | $                     | —     |   |
| Total Assets                                                             |       | $                                    | 167,678    |                  | $          | 174,813               |       | $                     | 170,180    |   | $ | 39,946 |   |
| Long term liabilities                                                    |       | $                                    | 198,243    |                  | $          | 197,823               |       | $                     | 197,410    |   | $ | 31,919 |   |
| Distributions to Tribe                                                   |       | $                                    | 11,180     |                  | $          | 7,613                 |       | $                     | 54,883     |   | $ | 960 |   |

 

The following tablereconciles EBITDA and net cash provided by operating activities for the periodsindicated:
| ** **                                               | ** ** | **Year Ended**                  | ** ** | **Year Ended**   | ** ** | **Year Ended**   | ** ** | **Year Ended**   | ** ** |
|----------------------------------------------------------|------------|--------------------------------------|------------|-----------------------|------------|-----------------------|------------|-----------------------|------------|
| ** **                                               | ** ** | **December 31,**                | ** ** | **December 31,** | ** ** | **December 31,** | ** ** | **December 31,** | ** ** |
| ** **                                               | ** ** | **2005**                             | ** ** | **2004**              | ** ** | **2003 (a)**     | ** ** | **2002 (b)**     | ** ** |
| ** **                                               | ** ** | **(Dollars in Thousands)** | ** ** |
| ** **                                               | ** ** | ** **                           | ** ** | ** **            | ** ** | ** **            | ** ** | ** **            | ** ** |
| Net cash provided by  operating activities               |       | $                                    | 55,749     |                  | $          | 38,128                |       | $                     | 26,545     |   | $ | 190 |   |
| Increase (decrease) in  accounts receivable              |       | 39                                   |       | (53                   | )          | 96                    |       | 10                    |       |
| Increase (decrease) in  inventories                      |       | (224                                 | )          | 233                   |       | 145                   |       | 5                     |       |
| Increase (decrease) in  prepaid and other current assets |       | 654                                  |       | (109                  | )          | 853                   |       | 29                    |       |
| (Increase) decrease in  accounts payable trade credit    |       | 1,220                                |       | 2,787                 |       | (4,378                | )          | (1,807                | )          |
| (Increase) decrease in  accrued liabilities              |       | 338                                  |       | (27                   | )          | (800                  | )          | (1,314                | )          |
| Loss on sale of fixed  assets                            |       | (104                                 | )          | (63                   | )          | —                |       | —                |       |
| Interest income  received                                |       | 332                                  |       | 499                   |       | 109                   |       | —                |       |
| Credit enhancement fee                                   |       | (7,669                               | )          | (5,112                | )          | (2,249                | )          | —                |       |
| EBITDA                                                   |       | $                                    | 50,335     |                  | $          | 36,283                |       | $                     | 20,321     |   | $ | (2,887 | ) |

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(a) River Rock Casino commenced full-scale operations on April 1, 2003and increased its number of gaming devices to reach 1,600 on June 18, 2003.

(b) River Rock Casino commenced partial operations on September 14,2002.

(c) The Authority paid for various expenses for the Tribal GamingCommission and surveillance in 2005, 2004 and 2003. Prior to July 1, 2005,Tribal Gaming Commission and surveillance costs were billed and reimbursed asincurred. Tribal Gaming Commission expenses were reported as Gaming Commissionexpenses and surveillance costs were reported in Selling, General andAdministrative Expenses on the Statement of Revenues, Expenses and Change inFund Balance. Surveillance costs for the six months ended June 30, 2005 and theyears ended December 31, 2004 and 2003 of $475,694, $828,625 and $781,166respectively, are included in Selling, General and Administrative. EffectiveJuly 1, 2005, the Tribal Gaming Commission adopted a regulation on payments ofregulatory fees from us. For fiscal year 2005, Tribal Gaming Commission andsurveillance expenses are being recorded in Gaming Commission and surveillanceexpenses on the Statement of Revenues, Expenses and Changes in Fund Balance.Gaming Commission and surveillance expenses for the twelve months endedDecember 31, 2005, 2004 and 2003 were $2,773,369, $1,780,194 and $1,434,835,respectively.

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(d) Our financialstatements are prepared in accordance with Governmental Accounting StandardsBoard (“GASB”) pronouncements. There are differences between financialstatements prepared in accordance with GASB pronouncements and those preparedin accordance with Financial Accounting Standards Board (“FASB”)pronouncements. The statements of revenues, expenses and change in fund(deficit) equity are a combined statement under GASB pronouncements. FASBpronouncements allow a statement of income or operations and a separatestatement of owners’ or shareholders’ (deficit) equity, which is wheredistributions to owners would be presented under FASB pronouncements. Theamount shown above as income (loss) before distributions to the Tribe would notbe different if we followed all FASB pronouncements to determine net income andwould be the most comparable amount to net income computed under FASBpronouncements. River Rock Entertainment Authority is a separate fund of theTribe, a governmental entity, and, as such, there is no owners’ or shareholders’(deficit) equity as traditionally represented under FASB pronouncements. Themost comparable measure of owners’ (deficit) equity is presented on the RiverRock Entertainment Authority balance sheet as fund (deficit) equity.

(e) “EBITDA” is income(loss) before distributions to Tribe plus interest, taxes, depreciation andamortization. EBITDA does not represent and should not be considered analternative to net income or cash flow from operations, as determined byGenerally Accepted Accounting Principals. Moreover, our methodologies andpractices in determining EBITDA may not be comparable to those used by othercompanies. EBITDA is included in this Form 10-K because it is a basis uponwhich we assess our liquidity and because certain covenants in the Indentureare tied to similar measures. EBITDA is also included in this Form 10-K/AAmendment No. 1 because we believe that it presents useful informationregarding our ability to service and incur indebtedness. EBITDA does not takeinto account our debt service requirements and, accordingly, is not necessarilyindicative of amounts that may be available for debt service.

**Item7.  Management’s Discussion and Analysis of Financial Condition andResults of Operations.**

The followingdiscussion and analysis of our financial condition and results of operationsshould be read in conjunction with the accompanying financial statements andrelated notes, “Item 6.”Selected Financial Data” and “Part I. Item 1. “Business.”  The following discussion and analysis shouldbe read together with our financial statements and related notes theretoincluded in Item 8 in this Form 10-K/A Amendment No. 1 and gives effect tothe restatement discussed in Note 14 of the Notes to Financial Statements.

**Restatement ofFinancial Statements**

Subsequent to theoriginal filing of our annual report on Form 10-K for the year ended December31, 2005, we identified certain classification errors in our recording ofpromotional allowances and gaming revenues and losses.  As a result, wehave restated the accompanying financial statements for the three fiscal yearsin the period ended December 31, 2005 from amounts previously reported. The restatement has no impact on Income from Operations, Net Income Before orAfter Distributions to the Tribe, the Balance Sheet, or net cash flows. The impact of the restatement is disclosed in Note 14 to the financialstatements included in Part II, Item 8 of this Form 10-K/A.

**Overview**

*General*

We have historically operated as a separatewholly-owned operating property of the Tribe. We were formed as anunincorporated governmental instrumentality of the Tribe to own and operate theRiver Rock Casino. Upon the issuance of our Notes, the Tribe reorganized sothat its gaming business became owned and operated by us. This reorganizationwas accounted for as a reorganization of entities under common control. Inaccordance with Statement of Financial Accounting Standards 141, “BusinessCombinations”, the assets and liabilities of the Casino are presented by us ona historical cost basis.

We offer Class IIIslot and video poker gaming machines, house banked table games (includingblackjack, three card poker, mini-baccarat and Pai Gow poker), Poker, featuringTexas Hold ‘em, comprehensive food and non-alcoholic beverage offerings, andgoods for sale in our gift shop.

Our business hasincreased since we commenced operations on September 14, 2002, primarily due toincreases in the number of gaming positions as we opened additional portions ofour facility. On April 1, 2003, we opened our food and beverage facilities andon June 18, 2003, we had reached full operation with 1,600 slot machines. Thehistory of our operations is as follows:

·                    On September14, 2002, we commenced operations with approximately 66 gaming devices locatedin a portion of our current gaming facility.

·                    BetweenSeptember 14, 2002 and March 31, 2003, we periodically installed and removed anumber of our gaming devices in preparation for the opening of our entiregaming facility. During such period, the number of gaming devices operatedincreased to 242.

·                    OnApril 1, 2003, we opened the remainder of our 62,000 square-foot gamingfacility, including our food and beverage facilities, our Players Club, 16table games and an additional 302 gaming devices.

 

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·                    Between April 1, 2003 and June 18,2003, we gradually increased the number of gaming devices from 544 to ourcurrent total of 1,600.

·                    In February 2005 we increased thenumber of our table games from 16 to 24.

·                    OnDecember 2, 2005, we removed 3 table games and added 5 Poker tables featuringTexas Hold’em.

We commencedoperations with one parking lot located directly adjacent to our gamingfacility, designed to accommodate 225 customer vehicles or up to approximately325 customer vehicles when operated by a valet service during peak demandperiods. On March 23, 2003, we completed the construction of our second parkinglot, designed to accommodate 80 customer vehicles or up to approximately 100customer vehicles when operated by a valet service. On April 20, 2003, wecompleted the construction of our third parking lot, designed to accommodate 70customer vehicles or up to approximately 75 customer vehicles when operated bya valet service.

On November 7,2003, we issued the Notes. A portion of the net proceeds from the sale of theNotes was used to fund our three new parking structures and relatedinfrastructure improvements, to repay various debts and accrued expenses of theTribe, as well as to increase our cash on hand. The balance of the net proceedswas used to fund a land purchase by the Tribe and settle litigation of theTribe. The Notes are secured by a first priority pledge of our revenues andsubstantially all of our existing and future tangible and intangible personalproperty.

At the beginningof 2003, we started our infrastructure projects, including the excavation of ahillside and the construction of retaining walls. In April 2003, we began thedesign process for the three new parking structures. The parking structuresportion of the expansion project was completed in two phases and our existinggaming facility remained open during construction. On October 29, 2004, weobtained a temporary certificate of occupancy to open the entire first parkingstructure for self and valet parking. On December 1, 2004, we received acertificate of substantial completion on the first parking structure. Thesecond phase, which included our second and third new parking structures withapproximately 445 and approximately 470 spaces, respectively, opened onDecember 29, 2004. As of December 31, 2005, we have parking spaces available toaccommodate a total of approximately 1,642 customer parked vehicles (decreasingfrom 1,735 due to construction of a retention basin in lot B) and 2,100vehicles when operated by a valet service.

**CriticalAccounting Policies and Estimates**

We have identifiedcertain critical accounting policies and estimates that affect our moresignificant judgments and estimates used in the preparation of our financialstatements. The preparation of our financial statements in conformity withaccounting principles generally accepted in the United States of Americarequires that we make estimates and judgments that affect the reported amountsof assets and liabilities, revenues and expenses, and related disclosures ofcontingent assets and liabilities. On an on-going basis, we evaluate thoseestimates, including those related to asset impairment, accruals for ourpromotional slot club, compensation and related benefits, revenue recognition,allowance for doubtful accounts, contingencies and litigation. These estimatesare based on the information that is currently available to us and on variousother assumptions that we believe to be reasonable under the circumstances.Actual results could vary from those estimates under different assumptions orconditions. We believe that the following critical accounting policies affectsignificant judgments and estimates used in the preparation of our financialstatements:

·                    CasinoRevenues — In accordance with industry practice, casino revenue is recognizedas the net win from gaming activities, which is the difference between gamingwins and losses. Casino revenues are net of accruals for anticipated payouts ofprogressive slot jackpots.

·                    Propertyand Equipment— Property and equipment are stated at cost. Depreciation andamortization are computed using the straight-line method over the estimateduseful lives of the assets as follows:

| Buildings and improvements         | 21 years |   |
|------------------------------------|----------|--------|
| Furniture,  fixtures and equipment | 5 years  |   |

·                    Weevaluate our property and equipment for impairment in accordance with theFinancial Accounting Standards Board’s Statement of Financial AccountingStandards No. “144, “Accounting for the Impairment or Disposal of Long-LivedAssets”. When events or circumstances indicate that an asset should be reviewedfor impairment, we compare the undiscounted cash flow derived from the asset orasset group to the net carrying value. If an impairment is indicated, theimpairment loss is measured by the amount in which the carrying value of theasset or asset group exceeds its fair value. Fair value is measured bycomparable sales, solicited offers or discounted cash flow models.

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·                    AccruedProgressive Slot Jackpots— Accrued progressive slot jackpots consist ofestimates for prizes relating to various games that have accumulated jackpots.We have recorded the cost of these anticipated payouts as a reduction of casinorevenues and the cost is included as a component of accrued liabilities.

·                    Contingencies—We assess our exposure to loss contingencies, including legal matters, andprovide for an exposure if it is judged to be probable and estimable. If theactual loss from a contingency differs from management’s estimate, operatingresults could be materially impacted. As of December 31, 2005, we havedetermined that no accruals for claims and legal actions are required. Ifcircumstances surrounding claims and legal actions change, the addition ofaccruals for such items in future periods may be required, which accruals maybe material.

There aredifferences between financial statements prepared in accordance withGovernmental Accounting Standards Board (“GASB”) pronouncements and thoseprepared in accordance with Financial Accounting Standards Board (“FASB”)pronouncements. The statement of revenues, expenses and fund deficit is acombined statement under GASB pronouncements. FASB pronouncements allow astatement of income or operations and a statement of owners’ or shareholders’ (deficit)equity, which is where distributions to owners would be presented under FASBpronouncements. The amount shown on our statement of revenues, expenses andfund deficit as income before distributions to the Tribe would not be differentif we followed all FASB pronouncements to determine net income and would be themost comparable amount to net income computed under FASB pronouncements. We arean unincorporated instrumentality created by tribal law and accounted for as aseparate fund of the Tribe; as such there is no owners’ or shareholders’(deficit) equity as traditionally represented under FASB pronouncements. Themost comparable measure of owners’ (deficit) equity presented on our balancesheet would be Fund Deficit.

**Resultsof Operations**

**QuarterlyResults of Operations**

The followingtable sets forth unaudited quarterly operations data for each full quartersince we commenced full-scale operations with 1,600 gaming devices on June 12,2003. Such data gives effect to the restatement discussed in Note 14 to thefinancial statements. In our opinion, this data reflects all adjustments,consisting only of normal recurring adjustments, necessary for a fairpresentation of the data. The results of operations for any quarter are notnecessarily indicative of the results of operations for a full year or anyfuture period. We expect our quarterly operating results to vary significantlyin future periods.

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**RIVER ROCK CASINOSTATEMENT OF REVENUES AND EXPENSES2004 and 2005 BY QUARTERS**
| ** **                               | ** ** | **Quarters Ended** | ** ** |
|------------------------------------------|------------|-------------------------|------------|
| ** **                               | ** ** | **December 31,**   | ** ** | **September 30,** | ** ** | **June 30,** | ** ** | **March 31,** | ** ** | **December 31,** | ** ** | **September 30,** | ** ** | **June 30,** | ** ** | **March 31,** | ** ** |
| ** **                               | ** ** | **2005**                | ** ** | **2005** | ** ** | **2005** | ** ** | **2005** | ** ** | **2004** | ** ** | **2004** | ** ** | **2004** | ** ** | **2004** | ** ** |
| ** **                               | ** ** | **As Restated**    | ** ** | **As Restated** | ** ** | **As Restated** | ** ** | **As Restated** | ** ** | **As Restated** | ** ** | **As Restated** | ** ** | **As Restated** | ** ** | **As Restated** | ** ** |
| ** **                               | ** ** | ** **              | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **(dollars in thousands)** | ** ** | ** ** | ** ** |
|                                     |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Statement  of Revenues and Expenses:** |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Revenues                                 |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Casino                                   |       | $                       | 33,604     |   | $  | 34,042 |   | $  | 34,158 |   | $  | 31,027 |   | $  | 25,143 |   | $  | 27,177 |   | $ | 24,549 |   | $ | 24,736 |   |
| Food, beverage and retail                |       | 1,823                   |       | 1,946 |   | 1,697 |   | 1,454 |   | 1,047 |   | 1,514 |   | 1,177 |   | 1,221 |   |
| Other                                    |       | 155                     |       | 159 |   | 168 |   | 181 |   | 153 |   | 152 |   | 148 |   | 122 |   |
|                                     |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Gross revenues                           |       | 35,582                  |       | 36,147 |   | 36,023 |   | 32,662 |   | 26,343 |   | 28,843 |   | 25,874 |   | 26,079 |   |
| Promotional allowances                   |       | (2,495                  | )          | (2,147 | ) | (1,438 | ) | (777 | ) | (891 | ) | (710 | ) | (507 | ) | (524 | ) |
|                                     |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net revenues                             |       | 33,087                  |       | 34,000 |   | 34,585 |   | 31,885 |   | 25,452 |   | 28,133 |   | 25,367 |   | 25,555 |   |
|                                     |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                     |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating  Expenses                      |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Casino                                   |       | 4,943                   |       | 4,923 |   | 4,587 |   | 4,734 |   | 2,584 |   | 5,180 |   | 4,719 |   | 4,425 |   |
| Food, beverage and retail                |       | 1,873                   |       | 1,568 |   | 1,505 |   | 1,364 |   | 809 |   | 1,245 |   | 1,106 |   | 1,355 |   |
| Selling, general and administrative      |       | 10,026                  |       | 12,551 |   | 13,163 |   | 10,434 |   | 11,410 |   | 10,384 |   | 8,680 |   | 8,535 |   |
| Depreciation                             |       | 2,822                   |       | 2,798 |   | 2,757 |   | 2,634 |   | 1,731 |   | 1,589 |   | 1,546 |   | 1,524 |   |
| Credit enhancement fee                   |       | 2,007                   |       | 1,862 |   | 1,857 |   | 1,943 |   | 1,305 |   | 1,062 |   | 1,355 |   | 1,390 |   |
| Gaming commission expense                |       | 1,258                   |       | 623 |   | 356 |   | 537 |   | 465 |   | 418 |   | 460 |   | 437 |   |
| Compact revenue sharing trust fund       |       | 334                     |       | 334 |   | 334 |   | 333 |   | 333 |   | 334 |   | 334 |   | 334 |   |
|                                     |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total operating expenses                 |       | 23,263                  |       | 24,659 |   | 24,559 |   | 21,979 |   | 18,637 |   | 20,212 |   | 18,200 |   | 18,000 |   |
|                                     |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income (loss) from operations            |       | 9,824                   |       | 9,341 |   | 10,026 |   | 9,906 |   | 6,815 |   | 7,921 |   | 7,167 |   | 7,555 |   |
|                                     |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other expense —  Net                |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest expense                         |       | (5,225                  | )          | (5,230 | ) | (5,245 | ) | (5,347 | ) | (3,598 | ) | (4,267 | ) | (5,466 | ) | (4,115) |   |
| Interest income                          |       | 132                     |       | 108 |   | 51 |   | 40 |   | 101 |   | 114 |   | 126 |   | 158 |   |
| Loss on sale of assets                   |       | —                  |       | (70 | ) | — |   | (34 | ) | (3 | ) | (5 | ) | (55 | ) | — |   |
| Other expense                            |       | —                  |       | (1 | ) | — |   | — |   | (1 | ) | — |   | — |   | — |   |
|                                     |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other Expense, Net                       |       | (5,093                  | )          | (5,193 | ) | (5,194 | ) | (5,341 | ) | (3,501 | ) | (4,158 | ) | (5,395 | ) | (3.957 | ) |
|                                     |       |                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Income before  distribution to the Tribe |       | $                  | 4,731      |   | $ | 4,148 |   | $ | 4,832 |   | $ | 4,565 |   | $ | 3,314 |   | $ | 3,763 |   | $ | 1,772 |   | $ | 3,598 |   |

 

7

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**Resultsof Operations — Fiscal Years ended December 31, 2005 and 2004**

*NetRevenues*. Net revenues for the fiscal year ended December 31,2005 (“FY 2005”) increased by $29.1 million to $133.6 million from $104.5million for the fiscal year ended December 31, 2004 (“FY2004”). The increase isattributed to our increased parking capacity which generated more frequent andlonger visits from guests and our expanded bus program. Approximately 96.5% ofour net revenues, net of respective promotional allowances, were from gamingactivities for FY 2005. We generated $114.3 million, or 85.6% of our netrevenues from gaming devices, net of respective promotional allowances of $4.0million, and $14.4 million or 10.8% of our net revenues, net of respectivepromotional allowances of $0.1 million, from table games for FY 2005 comparedto $91.3 million from gaming devices, or 87.5% of our net revenues, net ofrespective promotional allowances of $0 and $10.3 million, or 9.8% of our netrevenues, net of respective promotional allowances of $0 from table games forFY 2004. Our win per slot machine per day increased to $196 in FY 2005 from$156 in FY 2004, due primarily to the increase in number of guests fromdrive-ups, expansion of our bus program and increased promotional activities.

For FY 2005, wegenerated $4.1 million in food, beverage and retail revenues, net ofpromotional allowances of $2.8 million, as compared to $2.4 million in food,beverage and retail revenues, net of promotional allowances of $2.6 million,for FY 2004. This increase is due to our increased restaurant promotions. Theretail value of our food and beverage provided to customers without charge isincluded in gross revenues and then deducted as promotional allowances.

*PromotionalAllowances*. Promotional allowances for the FY 2005 were $6.9million, or 5.2% of net revenues, compared to $2.6 million, or 2.5% of netrevenues, for FY 2004. The increase in promotional allowances is attributableto the expanded use of e-coupons.  E-coupons cannot be cashed out andrequires the patron to use their Players Club card.  We implementedE-coupon technology when it became available in late 2005.

*Operatingexpenses*. Operating expenses for FY 2005 were $94.5 million,or 70.7% of net revenues, compared to $75.1 million, or 71.9% of net revenues,for FY 2004. The increase in operating expenses is attributable to the Casino’sincreased operational activities for the entire year of 2005. Operating expenseas a percentage of net revenues decreased due to economies of scale relating toour Casino operations and the increase in our gaming revenues.

Casino expenseincludes costs associated with our gaming operations and the allocation of foodand beverage expense related to the costs of complimentary activities.  Casino expense for FY 2005 increased to $19.2million or 14.5% of Casino revenues, from $16.9 million or 16.6% of Casinorevenues for FY 2004. The increase in Casino expense is attributable toincreased operational activities as we increased the parking spaces and expandedour bus program.

Food, beverage andretail expense for FY 2005 was $6.3 million, or 153.7% of food, beverage andretail revenue, net of promotional allowances, increasing from $4.5 million, or187.5% of food, beverage and retail revenue, net of promotional allowances forFY 2004. Our food and beverage expense ratio is still significantly higher thanwhat we expect it to be in the future as we have used our food and beverageservices as a promotional opportunity to draw customers to our gaming facilityand build customer loyalty rather than as a source of income.

Selling, generaland administrative expense for FY 2005 increased by $7.2 million to $46.2million, or 34.6% of net revenues, from $39.0 million, or 37.3% of netrevenues, for FY 2004. The increase in selling, general and administrativeexpense from 2004 to 2005 is attributable to increased marketing efforts andfacility costs related to attaining increased parking capacity in 2005.Selling, general and administrative expense as a percentage of net revenuesdecreased in 2005 compared to 2004 as a result of increased labor efficiencies,leveraging certain fixed costs over increased revenues and due to thesubstantial increase in our revenues driven by new customers able to utilizeour expanded parking capacity in 2005.

Depreciationexpense for FY 2005 was $11.0 million compared to $6.4 million for FY 2004.Depreciation expense was computed using the straight-line method over theuseful lives of property, plant and equipment. The increase in depreciation expenseis due to the addition of depreciable assets. On December 1, 2004, we obtaineda certificate of substantial completion on the first of our three new parkingstructures and capitalized $22.6 million in related construction costs. Westarted to depreciate the first of our three new parking structures in December2004. The remaining structures were substantially complete on December 29,2004. Depreciation on the remaining structures began January 1, 2005.

8

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We began payingthe credit enhancement fee to DCC in June 2003. The credit enhancement fee was$7.7 million, or 5.8% of net revenues for FY 2005 compared to $5.1 million or4.9% of net revenues for FY 2004. The increase is attributable to our greaternet income.

Gaming Commissionand surveillance expense for FY 2005 increased by $1.0 million to$2.8 million from $1.8 million for FY 2004. This is attributable to addingsurveillance costs to Gaming Commission expenses in 2005 and an increase inregulatory staffing. Surveillance costs for the FY 2004 and 2003 were $0.9million and $0.8 million, respectively, and are included in selling, generaland administrative expense. The gaming commission and surveillance expenseconsists of our reimbursement of the tribal gaming agency, known as the DryCreek Gaming Commission’s (“TGA”), costs in connection with the inspection ofall gaming operations within the Tribe’s reservation boundaries, enforcement ofall provisions of the tribal gaming ordinance, investigation of all allegationsof violations of the tribal gaming ordinance, conducting or arranging forbackground investigations of all applicants for tribal gaming licenses, issuinggaming licenses in accordance with the tribal gaming ordinance and the compact,the payment of the salaries of the gaming commissioners and other employees ofthe TGA, surveillance costs and the payment of auditors fees.

We paid forvarious expenses for the TGA and surveillance in 2005 and 2004. Tribal GamingCommission expenses were reported as Gaming Commission expenses and surveillancecosts were reported in Selling General and Administrative Expenses on theStatement of Revenues, Expenses and Change in Fund Balance prior to July 1,2005. Effective July 1, 2005, the TGA adopted a regulation on payments ofregulatory fees from the Authority. For fiscal year 2005, TGA and surveillanceexpenses are being recorded in Gaming Commission and surveillance expenses onthe Statement of Revenues, Expenses and Changes in Fund Balance. TGA andsurveillance expenses for the twelve months ended December 31, 2005, 2004 and2003 are $2.8 million $1.8 million and $1.4 million, respectively. Surveillancecosts not included in the above amounts for the six months ended June 30, 2005and the years ended December 31, 2004 and 2003 were $0.5 million, $0.9 millionand $0.8 million, respectively.

Compact revenuesharing trust fund expense remained the same at $1.3 million for FY 2005 and2004. Compact revenue sharing trust fund expense includes payments associatedwith operating 1,600 gaming devices. These fees became payable by the Tribewhen we commenced operations in September 2002 and are based on the number ofour gaming device licenses. Compact revenue sharing trust fund expense includespayments to the Revenue Sharing Trust Fund (“RSTF”) as required by our Compactwith the State of California. The Tribe is obligated to remit certain fees tothe California Gambling Control Commission (“CGCC”) on a quarterly basis forinclusion in the RSTF. The RSTF is for the benefit of tribes that have no orlimited gaming. We pay these fees on behalf of the Tribe.

*Incomefrom operations.* Income from operations for FY 2005 was $39.1million, or 29.3% of net revenues, compared to $29.5 million, or 28.2% of netrevenues for FY 2004. Our increased income from operations is attributable tothe Casino attaining increased operational activities from our expanded parkingcapacity in 2005.

*Otherexpense, net.* Other expense, net for FY 2005 increased to$20.8 million, or 15.6% of net revenues, from $17.0 million, or 16.3% of netrevenues, for FY 2004. Other expense, net included $21.0 million of interestexpense for FY 2005, compared to $17.4 million of interest expense for FY 2004(net of capitalized interest of $4.4 million). No interest costs werecapitalized in 2005.

*Incomebefore distributions to the Tribe*. Income beforedistributions to the Tribe for FY 2005 increased by $5.8 million to $18.3million, or 13.7% of net revenues, from $12.4 million, or 11.9% of netrevenues, for FY 2004.

9

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**Resultsof Operations — Fiscal Years ended December 31, 2004 and 2003**

*NetRevenues*. Net revenues for (FY 2004) increased by $37.2million to $104.5 million from $67.3 million for the fiscal year ended December31, 2003 (“FY2003”). The increase is attributed to the Casino’s full-scaleoperation during all twelve months of the year ended December 31, 2004,compared to full-scale Casino operation for only nine months of 2003, and frommore frequent and longer guest visits due to our increased parking capacity andour expanded bus program. Approximately 97.2% of our net revenues were from ourgaming activities in the year ended December 31, 2004. We generated $91.4million, or 87.5% of our net revenues, from gaming devices and $10.2 million,or 9.8% of our net revenues, from table games for FY 2004 compared to $58.4million from gaming devices, or 86.8% of our net revenues, and $7.0 million, or10.4% of our net revenues, from table games for FY 2003. Our win per slotmachine per day increased to $156 in FY 2004 from $136 in FY 2003, primarilydue to the increased number of guests from drive-ups, expansion of our busprogram and increased promotional activities.

We started ourfood, beverage and retail operations FY 2003. For FY 2004, we generated $2.4million in net revenues of promotional allowances of $2.6 million in food,beverage and retail sales compared to $1.5 million in net revenues ofpromotional allowances of $1.3 million in food, beverage and retail sales. Thisincrease is due to our increased restaurant promotions and is attributable tothe Casino attaining full-scale operations for the entire year of 2004. Theretail value of our food and beverage provided to customers without charge isincluded in gross revenues and then deducted as promotional allowances.

*Operatingexpenses*. Operating expenses for FY 2004 were $75.0 million,or 71.8% of net revenues, compared to $51.5 million, or 76.5% of net revenues,for FY 2003. The increase in operating expenses is attributable to the Casino’sfull-scale operation for the entire year of 2004. The operating expense as apercentage of net revenues decreased due to economies of scale relating to ourCasino operations and the increase in our gaming revenues.

Casino expenseincludes costs associated with our gaming operations and the allocation offood, beverage and retail expense related to the costs of complimentaryactivities.  Casino expense for FY 2004increased to $16.9 million, or 16.6% of Casino revenues, from $11.0 million, or16.9% of casino revenues, for FY 2003. The increase in Casino expense is attributableto attaining full-scale operation in 2004 and increased operational activitiesas we increased the parking spaces and expanded our bus programs.

Food, beverage andretail expense for FY 2004 was $4.5 million, or 187.5% of food, beverage andretail revenue, net of promotional allowances, increasing from $3.1 million, or206.7% of food, beverage and retail revenue, net or promotionalallowances,  for FY 2003. Our food,beverage and retail expense ratio is still significantly higher than what weexpect it to be in the future as we have used our food and beverage services asa promotional opportunity to draw customers to our Casino and build customerloyalty rather than as a source of income.

Selling, generaland administrative expense for FY 2004 increased by $11.0 million to $39.0million, or 37.3% of net revenues, from $28.0 million, or 41.6% of netrevenues, for FY 2003. The increase in selling, general and administrativeexpense from 2003 to 2004 is attributable to increased marketing efforts and facilitycosts related to attaining full year, full-scale operations in 2004 compared tonine months full-scale operation in 2003. Selling, general and administrativeexpense as a percentage of net revenues decreased in 2004 compared to 2003 as aresult of increased labor efficiencies, leveraging certain fixed costs overincreased revenues and due to the substantial increase in our revenues fromfull-scale operations in 2004.

Depreciationexpense for FY 2004 was $6.4 million compared to $4.4 million for FY 2003.Depreciation expense was computed using the straight-line method over theuseful lives of property, plant and equipment. The increase in depreciationexpense is due to the addition of depreciable assets. On December 1, 2004, weobtained a certificate of substantial completion on the first of our three newparking structures and capitalized $22.6 million in related construction costs.We started to depreciate the first of our three new parking structures inDecember 2004. The remaining structures were substantially complete on December29, 2004. Depreciation on the remaining structures began on January 1, 2005.

We began payingthe credit enhancement fee to DCC in June 2003. The credit enhancement fee was$5.1 million, or 4.9% of net revenues, for FY 2004 compared to $2.2 million or3.3% of net revenues for FY 2003.

10

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Gaming Commission andsurveillance expense for FY 2004 increased by $0.4 million to $1.8 millionfrom $1.4 million for FY 2003. This is attributable to an increase inregulatory staffing. The gaming commission and surveillance expense consists ofour reimbursement of the TGA’s costs in connection with the inspection of allgaming operations within the Tribe’s reservation boundaries, enforcement of allprovisions of the tribal gaming ordinance, investigation of all allegations ofviolations of the tribal gaming ordinance, conducting or arranging forbackground investigations of all applicants for tribal gaming licenses, issuinggaming licenses in accordance with the tribal gaming ordinance and the compact,the payment of the salaries of the gaming commissioners and other employees ofthe TGA, surveillance costs and the payment of our auditor’s fees.

Compact revenuesharing trust fund expense remained the same at $1.3 million for FY 2004 and2003. Compact revenue sharing trust fund expense includes payments associatedwith operating 1,600 gaming devices. These fees became payable by the Tribewhen we commenced operations in September 2002 and are based on the number ofour gaming device licenses. Compact revenue sharing trust fund expense includespayments to the RSTF as required by our Compact with the State of California.The Tribe is obligated to remit certain fees to the CGCC on a quarterly basisfor inclusion in the RSTF. The RSTF is for the benefit of tribes that have noor limited gaming. We pay these fees on behalf of the Tribe.

*Incomefrom operations.* Income from operations for FY 2004 was $29.5million, or 28.2 % of net revenues, compared to $15.8 million, or 23.5% of netrevenues for FY 2003. Our increased income from operations is attributable tothe casino attaining full-scale operations with 1,600 gaming devices on June18, 2003, and improved parking capacity as we added spaces during 2004.

*Otherexpense, net.* Other expense, net for FY 2004 increased to$17.0 million, or 16.3% of net revenues, from $7.0 million, or 10.4 % of netrevenues, for FY 2003. Other expense, net included $17.4 million of interestexpense (net of capitalized interest of $4.4 million) for FY 2004, compared to$7.1 million of interest expense for FY 2003. Interest expense increased due toour issuance of the Notes.

*Incomebefore distributions to the Tribe*. Income beforedistributions to the Tribe for FY 2004 increased by $3.6 million to $12.4million, or 11.9% of net revenues, from $8.9 million, or 13.2% of net revenues,for FY 2003.

**Liquidityand Capital Resources**

Since ourinception, we have funded our capital expenditures and working capitalrequirements primarily through debt financing, gaming equipment supplier financing,other financing and operating cash flow.

Construction ofour Casino and infrastructure improvements commenced on April 1, 2002. Thefirst portion of our gaming facility was completed in September 2002. As ofDecember 31, 2005, we had spent approximately $154.9 million on the planning,development and construction of our gaming facility, infrastructure andfurniture, fixtures and equipment excluding the expansion project. We financedthe development with borrowings and development advances.

We originallyexpected completion of our expansion project to cost approximately$64.6 million, which we planned to fund with $61.4 million from the netproceeds of the Notes Offering and $3.2 million from an advance from the Tribe.From the proceeds from the Notes Offering, we had also placed an additional$10.0 million in a construction escrow account to be available to fundadditional construction contingencies. The original expansion budget included$35.4 million for the three parking structures, $24.1 million forinfrastructure improvements and a $5.1 million construction contingency.

During the springof 2004, we revised our budget for the expansion project to approximately $73.7million. We have spent $75.8 million as of December 31, 2005 on design andconstruction, which was funded through our restricted cash and cash fromoperations. The excess expenditure of $2.1 million is due to the out of scopework related to our infrastructure portion of the project, which was funded byour operating cash flow. Our final budget estimate is comprised of $39.4million for the three parking structures, which is $0.5 million more than ouroriginal budget, and $34.3 million for infrastructure improvements, which is$8.6 million more than our original estimate. The budget for the expansionproject was greater than original estimates because in an effort to expediteconstruction, we commenced construction before all design documents werefinalized, which resulted in inefficiencies and modifications that causedactual construction costs to exceed budgeted amounts. In addition, theinfrastructure improvements portion of our expansion project resulted in higherthan expected costs due to weather delays and to unforeseeable soil conditions,which required us to substantially increase the scope of the work and quantityof the construction material.

11

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As of December 31,2005, we spent $0.8 million on the development of an approximately 18-acreparcel of land adjacent to the Tribe’s reservation (referred to as the “Duganproperty development”) which is expected to include an additional access roadto our Casino. We have $4.5 million remaining in a restricted account fundedfrom the proceeds of our Notes Offering for the development of the Duganproperty.

Our capitalexpenditures for FY 2005 and 2004 were $17.5 million and $57.7 million,respectively. This decrease in 2005 is primarily attributable to the completionof our expansion project and infrastructure improvements.

As of December 31,2005, we had cash and cash equivalents net of restricted cash of $17.6 million,as compared to $18.6 million as of December 31, 2004. As of December 31, 2005,we had restricted cash of $7.4 million, as compared to $16.2 million as ofDecember 31, 2004. Our principal source of liquidity for uses other than ourexpansion project during FY 2005 consisted of cash flow from operatingactivities. Net cash provided by operating activities for FY 2005 was $55.8million, an increase of $17.7 million from $38.1 million for FY 2004. Theincrease in our net cash provided by operations is a result of increasedoperations in FY 2005. Net cash provided by operating activities for FY 2004increased by $11.5 million from $26.6 million for FY 2003. Such increase is dueto our limited operations in FY 2003.

Restricted cashconsists of net proceeds from the Notes Offering and investment earningsthereon set aside in construction financing accounts for construction costs forthe three parking structures, infrastructure improvements and constructioncontingencies. It also includes funds that are reserved for additionalconstruction contingencies and the funds for the development of the DuganProperty. Our restricted cash is held in escrow accounts that can only be usedfor authorized construction disbursements until the related projects arecompleted.

Net cash used forcapital and related financing activities for FY 2005 was $45.9 million,compared to $29.3 million net cash used in capital and related financingactivities for FY 2004. Cash flow used in capital and related financing activitieswas primarily for repayment of the subordinated loans from DCC, purchase ofproperty and equipment and interest paid on the Notes. Cash flow used innon-capital financing activities for FY 2005 was $11.2 million, an increase of$3.6 million from $7.6 million for FY 2004. Cash flow used in non-capitalfinancing activities consisted of distributions to the Tribe. On April 1, 2005,our payments to the Tribe were allowed to increase from $0.5 million per monthto $1.0 million under the Indenture. Net cash used for capital and relatedfinancing activities for FY 2004 was $29.3 million, compared to $44.2 millionnet cash provided by financing activities for FY 2003. Cash flow used innon-capital financing activities for FY 2004 decreased $47.3 million from $54.9million for FY 2003 reflecting the use of proceeds from our Notes Offering tosettle litigation relating to our Casino.

We believe thatexisting cash balances, cash from operations, as well as permitteddisbursements from our restricted cash escrow accounts will provide adequatefunds for our working capital needs, planned capital expenditures and debtservice requirements for the foreseeable future. However, our ability to fundour operations, make planned capital expenditures, make scheduled debt paymentsand refinance our indebtedness depends on our future operating performance andcash flow, which, in turn, are subject to prevailing economic conditions and tofinancial, business and other factors, some of which are beyond our control.Additionally, the Indenture limits our ability to incur additionalindebtedness. See “Item 1 — Business — Material Agreements — The Notes and theRelated Indenture.”

12

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**ContractualObligations as of December 31, 2005**

The followingtable summarizes our contractual obligations and commitments as of December 31,2005:
| ** **                      | ** ** | **Total** | ** **  | **1 year** | ** ** | **1-3 years** | ** ** | **3-5 years** | ** ** |
|---------------------------------|------------|-----------|-------------|-----------------|------------|--------------------|------------|--------------------|------------|
| Long-term debt  obligations (a) |       | $         | 200,051,939 |            | $          | 18,120             |       | $                  | 32,356     |   | $ | 200,001,463 |   |
| Operating lease  obligations    |       | 739,406   |        | 463,313         |       | 276,093            |       | —             |       |
| Capital lease  obligations      |       | 262,108   |        | 85,426          |       | 176,682            |       | —             |       |
| Total obligations (b)           |       | $         | 201,053,453 |            | $          | 566,859            |       | $                  | 485,131    |   | $ | 200,001,463 |   |

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(a)             Excluded from long-term debtobligations above are interest payments of $19.5 million in 1 year; $39.0million in 2-3 years; $39.0 million in 4-5 years and $16.4 million in more than5 years.

(b)             The Compact requires us to pay aquarterly fee of $0.4 million to the RSTF based on the number of our licensedgaming devices. Total obligations do not include the RSTF payments.

**Regulationand Taxes**

We are subject toextensive regulation by the TGA, the CGCC and the NIGC. Changes in applicablelaws or regulations could have a significant impact on our operations.

We had initiallyapplied for a liquor license for our Casino in 2002. On September 13, 2004, theDepartment of Alcoholic Beverage Control (“ABC”) denied the Tribe’s applicationfor a liquor license based on the State Fire Marshal’s interpretation of theUniform Building Code. In May 2005, an Administrative Law Judge heard the Tribe’sappeal of the ABC’s denial and recommended that the ABC reverse itself andapprove the license. On August 25, 2005, the ABC announced that, effectiveOctober 11, 2005; it would adopt the Administrative Law Judge’s decision toapprove the license transfer pending a hearing on protests filed by citizensand government officials. The ABC has received over 65 protests against thelicense from citizens and government officials. The ABC held a hearing on theprotests on March 9, 2006. The administrative law judge will make his decisionafter all post hearing briefs are received. All briefs must be filed by earlyMay 2006. The judge must make his decision within 30 days after receipt of thefinal brief. The decision to approve or deny the license transfer applicationmay be appealed by any parties to the proceeding so long as the appeal is filedwithin forty (40) days of the ABC’s decision. The first appeal is to the ABCAppeals Board, and its decision may be appealed to the California State courtsystem.

Since we are an unincorporatedgovernmental instrumentality of the Tribe located on reservation land held intrust by the United States of America, we are not subject to federal or stateincome taxes. Various efforts have been made in Congress over the past severalyears to enact legislation that would subject the income of tribal governmentalbusiness entities, such as us, to federal income tax. Although no suchlegislation has been enacted, similar legislation could be passed in thefuture. It is not possible to determine with certainty the likelihood ofpossible changes in tax law or in the administration of such law. Such changes,if adopted, could have a material adverse effect on our operating results andcash flow from operations.

**Impactof Inflation**

Absent changes in competitiveand economic conditions or in specific prices affecting the casino industry, wedo not expect that inflation will have a significant impact on our gamingfacility operations. Changes in specific prices, such as fuel andtransportation prices, relative to the general rate of inflation may have amaterial adverse effect on the casino industry in general.

13

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**Seasonality**

We have a limitedoperating history. We anticipate that activity at our gaming facility may bemodestly seasonal with stronger results expected during the summer due in partto the relatively higher levels of tourism during such times of the year. Inaddition, our operations may be impacted by adverse weather conditions andfluctuations in the tourism business. Accordingly, our results may fluctuatefrom quarter to quarter and the results of one quarter may not be indicative ofresults expected from future quarters.

**Item8. Financial Statements and Supplementary Data.**

Our financialstatements and notes thereto are filed as part of this report and appear inthis Form 10-K/A beginning on page 18.

**Item9A. Controls and Procedures.**

**Evaluationof Disclosure Controls and Procedures**

We maintain disclosurecontrols and procedures that are designed to ensure that the information requiredto be disclosed in our reports filed with, or furnished to, the SEC, pursuantto the Securities Exchange Act of 1934, as amended (the “Exchange Act”), isrecorded, processed, summarized and reported within the time periods specifiedin the SEC’s rules, regulations and forms, and that such information isaccumulated and communicated to our management, including our Chief ExecutiveOfficer, Principal Financial Officer and Chief Operations Officer, asappropriate, to allow timely decisions regarding required disclosure based onthe definition of “disclosure controls and procedures” in Rule 13a-15(e) and15d-15(e) of the Exchange Act. Our disclosure controls and procedures aredesigned to provide reasonable assurances of achieving its objectives.

Our current ChiefExecutive Officer and Assistant Financial Controller (Principal FinancialOfficer) have reviewed and evaluated the effectiveness of our “disclosurecontrols and procedures” as of December 31, 2005 and have concluded that our “disclosurecontrols and procedures”, which had previously been concluded to be effective,were not effective for the period covered by this report as a result of therestatement described in Note 14 to the financial statements. Since the end ofthe period covered by this report, there have been personnel changes that haveimpacted our disclosure controls and procedures. Our Chief Executive Officerand current Principal Financial Officer will conduct periodic tests of ourdisclosure controls and procedures to determine whether such controls andprocedures are effective to provide reasonable assurances of achieving itsobjectives.

14

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**PART IV**

**Item15. Exhibits, Financial Statement Schedules.**

**A.Financial Statements**

(a)*Documents filed as part of this report.*

1. The followingfinancial statements of the River Rock Entertainment Authority and the Reportof Deloitte & Touche LLP, independent registered public accounting firmappear on pages 17  through 32 of thisForm 10-K/A Amendment No. 1  and areincorporated by reference in Part II, Item 8:
| Report of Independent  Registered Public Accounting Firm                                                                        |
|---------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                            |
| Balance Sheets of the River Rock Entertainment Authority  as of December 31, 2005 and 2004                                      |
|                                                                                                                            |
| Statements of Revenues, Expenses and Changes in Fund  Deficit(As Restated) for the Years Ended December 31, 2005, 2004 and 2003 |
|                                                                                                                            |
|                                                                                                                            |
| Statements of Cash Flows(As Restated) for the Years  Ended December 31, 2005, 2004 and 2003                                     |
|                                                                                                                            |
| Notes to Financial Statements for the Years Ended  December 31, 2005, 2004 and 2003                                             |

2. List of financial statement schedules. Allschedules are omitted because they are not applicable or the requiredinformation is shown in the financial statements or notes thereto.

3. List of exhibitsrequired by Item 601 of Regulation S-K. See part (c) below.

15

----

**B. Exhibits.**

The exhibits to this Form10-K/A are listed on the exhibit index, which appears elsewhere herein and isincorporated herein by reference.

**EXHIBITINDEX**

 
|  Exhibit No. | ** ** | **Exhibit**                                                                                                                                                                                                                        |
|-------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **        | ** ** | ** **                                                                                                                                                                                                                         |
| 31.1              |       | Certification by Shawn S. Smyth, Chief Executive  Officer, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed  herewith)                                                                                                |
|              |       |                                                                                                                                                                                                                               |
| 31.2              |       | Certification by Jacob A. Coughlin, Assistant  Financial Controller (Principal Financial Officer), pursuant to Exchange Act  Rules 13a-14(a) and 15d-14(a) (filed herewith)                                                        |
|              |       |                                                                                                                                                                                                                               |
| 32.1*             |       | Certification by Shawn S. Smyth, Chief Executive  Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)                                          |
|              |       |                                                                                                                                                                                                                               |
| 32.2*             |       | Certification by Jacob A. Coughlin, Assistant  Financial Controller (Principal Financial Officer), pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of  2002 (furnished herewith) |

----

*                    Thesecertifications are being furnished solely to accompany this annual reportpursuant to 18 U.S.C. Section 1350, and are not being filed for purposes ofSection 18 of the Securities Exchange Act of 1934 and are not to beincorporated by reference into any filing of River Rock Entertainment Authoritywhether made before or after the date hereof, regardless of any generalincorporation language in such filing.

16

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**REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

The Board of Directors ofRiver Rock Entertainment Authority

We have audited theaccompanying balance sheets of the River Rock Entertainment Authority (the “Authority”),a governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians(the “Tribe”) as of December 31, 2005 and 2004, and the related statements ofrevenue, expenses and changes in fund deficit and of cash flows for each of thethree years in the period ended December 31, 2005. These financial statementsare the responsibility of the Authority’s management. Our responsibility is toexpress an opinion on the financial statements based on our audits.

We conducted our auditsin accordance with the standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statements arefree of material misstatement. The Authority is not required to have, nor werewe engaged to perform, an audit of its internal control over financialreporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion on theeffectiveness of the Authority’s internal control over financial reporting.Accordingly, we express no such opinion. An audit also includes examining, on atest basis, evidence supporting the amounts and disclosures in the financialstatements, assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basis for ouropinion.

In our opinion, suchfinancial statements present fairly, in all material respects, the financialposition of the River Rock Entertainment Authority as of December 31, 2005 and2004, and the revenue and expenditures and changes in fund deficit and the cashflows for each of the three years in the period ended December 31, 2005 inconformity with accounting principles generally accepted in the United Statesof America.

Asdiscussed in Note 14 to the financial statements, the accompanying financialstatements have been restated.

River Rock EntertainmentAuthority is an unincorporated instrumentality of the Tribe and is not aseparate legal entity. These financial statements reflect the financialposition of the River Rock Entertainment Authority, its revenues andexpenditures and changes in net assets and its cash flows and do not purport torepresent the financial position and activity of the Tribe as a whole.
| /s/ Deloitte Touche LLP                                                                    |   |   |   |
|--------------------------------------------------------------------------------------------|--------|--------|--------|
| San Francisco, CA                                                                          |   |
| March 30, 2006 (April 16, 2007 as to the effects of  the restatement discussed in Note 14) |   |

 

17

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**RIVERROCK ENTERTAINMENT AUTHORITY**

**(AGovernmental Instrumentality of the Dry Creek Rancheria Band of Pomo Indians)**

**BALANCE SHEETS**

**DECEMBER31, 2005 AND 2004**
| **ASSETS**                                      | ** ** | **December 31, 2005** | ** **  | **December 31, 2004** | ** ** |
|-------------------------------------------------|------------|---------------------------------|-------------|---------------------------------|------------|
| ** **                                      | ** ** | ** **                      | ** **  | ** **                      | ** ** |
| CURRENT ASSETS:                                 |       |                            |        |                            |       |
| Cash and cash  equivalents                      |       | $                               | 17,649,658  |                            | $          | 18,618,826 |   |
| Restricted cash-current                         |       | 666,517                         |        | 11,516,316                      |       |
| Accounts receivable                             |       | 93,252                          |        | 53,796                          |       |
| Inventories                                     |       | 159,434                         |        | 383,411                         |       |
| Prepaid expenses and  other current assets      |       | 1,427,906                       |        | 773,831                         |       |
| Total current  assets                           |       | 19,996,767                      |        | 31,346,180                      |       |
|                                            |       |                            |        |                            |       |
| RESTRICTED CASH - net  of current               |       | 6,706,964                       |        | 4,685,405                       |       |
|                                            |       |                            |        |                            |       |
| PROPERTY AND EQUIPMENT:                         |       |                            |        |                            |       |
| Buildings and building  improvements            |       | 128,858,771                     |        | 118,941,344                     |       |
| Furniture, fixtures and  equipment              |       | 26,015,944                      |        | 22,946,294                      |       |
|                                            |       |                            |        |                            |       |
| Accumulated  depreciation                       |       | (21,801,767                     | )           | (10,952,816                     | )          |
| Construction in  progress                       |       | 1,819,271                       |        | 379,576                         |       |
| Property and  equipment-net                     |       | 134,892,219                     |        | 131,314,398                     |       |
|                                            |       |                            |        |                            |       |
| DEPOSITS AND OTHER  ASSETS                      |       | 6,081,955                       |        | 7,466,553                       |       |
|                                            |       |                            |        |                            |       |
| TOTAL ASSETS                                    |       | $                               | 167,677,905 |                            | $          | 174,812,536 |   |
|                                            |       |                            |        |                            |       |
| LIABILITIES AND FUND  DEFICIT                   |       |                            |        |                            |       |
|                                            |       |                            |        |                            |       |
| CURRENT LIABILITIES:                            |       |                            |        |                            |       |
| Accounts payable:                               |       |                            |        |                            |       |
| Trade                                           |       | $                               | 2,178,031   |                            | $          | 3,398,174 |   |
| Construction                                    |       | 1,114,618                       |        | 4,091,862                       |       |
| Accrued liabilities                             |       | 6,463,556                       |        | 6,579,878                       |       |
| Current maturities of  long-term debt           |       | 103,545                         |        | 10,441,139                      |       |
| Total current  liabilities                      |       | 9,859,750                       |        | 24,511,053                      |       |
|                                            |       |                            |        |                            |       |
| LONG-TERM DEBT - net of  current maturities     |       | 198,243,209                     |        | 197,822,725                     |       |
|                                            |       |                            |        |                            |       |
| Total long-term  liabilities                    |       | 198,243,209                     |        | 197,822,725                     |       |
|                                            |       |                            |        |                            |       |
| COMMITMENTS AND  CONTINGENCIES                  |       | —                          |        | —                          |       |
|                                            |       |                            |        |                            |       |
| FUND DEFICIT:                                   |       |                            |        |                            |       |
| Invested in capital  assets-net of related debt |       | (63,454,535                     | )           | (77,373,777                     | )          |
| Restricted for capital  projects                |       | 7,373,481                       |        | 16,201,721                      |       |
| Unrestricted                                    |       | 15,656,000                      |        | 13,650,814                      |       |
|                                            |       |                            |        |                            |       |
| Total fund deficit                              |       | (40,425,054                     | )           | (47,521,242                     | )          |
|                                            |       |                            |        |                            |       |
| TOTAL LIABILITIES AND FUND DEFICIT              |       | $                               | 167,677,905 |                            | $          | 174,812,536 |   |

 

The accompanying notesare an integral part of these financial statements.

18

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**RIVERROCK ENTERTAINMENT AUTHORITY**

**(AGovernmental Instrumentality of the Dry Creek Rancheria Band of Pomo Indians)**

**STATEMENTS OF REVENUES, EXPENSES ANDCHANGES IN FUND DEFICIT**

**YEARSENDED DECEMBER 31, 2005, 2004 AND 2003**
| ** **                                      | ** ** | **2005**      | ** **  | **2004**      | ** ** | **2003**      | ** ** |
|-------------------------------------------------|------------|---------------|-------------|---------------|------------|---------------|------------|
|                                            |       | (As Restated, |        | (As Restated, |       | (As Restated, |       |
|                                            |       | See Note 14)  |        | See Note 14)  |       | See Note 14)  |       |
| REVENUES:                                       |       |          |        |          |       |          |       |
| Casino                                          |       | $             | 132,831,172 |          | $     | 101,605,337   |       | $ | 65,445,540 |   |
| Food, beverage  & retail                    |       | 6,920,246     |        | 4,958,894     |       | 2,847,679     |       |
| Other                                           |       | 662,894       |        | 575,527       |       | 379,637       |       |
| Gross revenues                                  |       | 140,414,312   |        | 107,139,758   |       | 68,672,856    |       |
| Promotional  allowances                         |       | (6,855,551    | )           | (2,632,103    | )          | (1,347,506    | )          |
|                                            |       |          |        |          |       |          |       |
| Net revenues                                    |       | 133,558,761   |        | 104,507,655   |       | 67,325,350    |       |
| OPERATING  EXPENSES:                            |       |          |        |          |       |          |       |
| Casino                                          |       | 19,187,233    |        | 16,908,717    |       | 10,960,504    |       |
| Food, beverage  & retail                    |       | 6,311,028     |        | 4,515,916     |       | 3,088,886     |       |
| Selling, general  and administrative            |       | 46,174,080    |        | 39,008,030    |       | 28,044,107    |       |
| Depreciation                                    |       | 11,012,094    |        | 6,390,396     |       | 4,391,461     |       |
| Credit  enhancement fee                         |       | 7,669,147     |        | 5,111,747     |       | 2,249,349     |       |
| Gaming  commission and surveillance expense     |       | 2,773,369     |        | 1,780,194     |       | 1,434,835     |       |
| Compact revenue  sharing trust fund             |       | 1,335,000     |        | 1,335,000     |       | 1,335,000     |       |
|                                            |       |          |        |          |       |          |       |
| Total Operating  expenses                       |       | 94,461,951    |        | 75,050,000    |       | 51,504,142    |       |
| INCOME FROM  OPERATIONS                         |       | 39,096,810    |        | 29,457,655    |       | 15,821,208    |       |
| OTHER EXPENSE–Net:                         |       |          |        |          |       |          |       |
| Interest expense                                |       | (21,046,944   | )           | (17,446,237   | )          | (7,063,781    | )          |
| Interest income                                 |       | 332,122       |        | 498,905       |       | 108,417       |       |
| Loss on sale of  assets                         |       | (104,117      | )           | (62,577       | )          | —        |       |
| Other expense                                   |       | (1,683        | )           | (1,098        | )          | (1,078        | )          |
| Other  expense-net                              |       | (20,820,622   | )           | (17,011,007   | )          | (6,956,442    | )          |
| INCOME BEFORE  DISTRIBUTIONS TO TRIBE           |       | 18,276,188    |        | 12,446,648    |       | 8,864,766     |       |
|                                            |       |          |        |          |       |          |       |
| DISTRIBUTIONS TO TRIBE:                         |       |          |        |          |       |          |       |
| Litigation  Settlement                          |       | —        |        | —        |       | (50,000,000   | )          |
| Other                                           |       | (11,180,000   | )           | (7,613,116    | )          | (4,883,130    | )          |
|                                            |       |          |        |          |       |          |       |
| NET INCOME (LOSS) AFTER  DISTRIBUTIONS TO TRIBE |       | 7,096,188     |        | 4,833,532     |       | (46,018,364   | )          |
|                                            |       |          |        |          |       |          |       |
| FUND DEFICIT-Beginning  of period               |       | (47,521,242   | )           | (52,354,774   | )          | (6,336,410    | )          |
|                                            |       |          |        |          |       |          |       |
| FUND DEFICIT-End of period                      |       | $             | (40,425,054 | )             | $          | (47,521,242   | )          | $  | (52,354,774 | ) |

 

The accompanying notesare an integral part of these financial statements.

19

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**RIVERROCK ENTERTAINMENT AUTHORITY**

**(AGovernmental Instrumentality of the Dry Creek Rancheria Band of Pomo Indians)**

**STATEMENTS OF CASH FLOWS**

**YEARS ENDED DECEMBER 31, 2005, 2004AND 2003**

 
| ** **                                                               | ** ** | **2005**              | ** **  | **2004**              | ** ** | **2003**              | ** ** |
|--------------------------------------------------------------------------|------------|-----------------------|-------------|-----------------------|------------|-----------------------|------------|
|                                                                     |       | (As Restated,    |        | (As Restated,    |       | (As Restated,    |       |
|                                                                     |       | See Note 14 | )           | See Note 14 | )          | See Note 14 | )          |
|                                                                     |       |                  |        |                  |       |                  |       |
| CASH FLOWS FROM  OPERATING ACTIVITIES:                                   |       |                  |        |                  |       |                  |       |
| Cash received  from gaming winnings and concessions                      |       | $                     | 133,203,873 |                  | $          | 103,992,700           |       | $ | 67,120,375 |   |
| Cash paid for  salaries and benefits                                     |       | (30,268,234           | )           | (26,769,492           | )          | (17,570,561           | )          |
| Cash paid to  suppliers                                                  |       | (45,851,753           | )           | (37,760,621           | )          | (21,336,511           | )          |
| Cash paid for  compact revenue sharing trust fund                        |       | (1,335,000            | )           | (1,335,000            | )          | (1,668,750            | )          |
| Net cash  provided by operating activities                               |       | 55,748,886            |        | 38,127,587            |       | 26,544,553            |       |
|                                                                     |       |                  |        |                  |       |                  |       |
| CASH FLOWS FROM CAPITAL  AND RELATED FINANCING ACTIVITIES:               |       |                  |        |                  |       |                  |       |
| Proceeds from  long-term financing                                       |       | —                |        | —                |       | 213,161,513           |       |
| Payments of  long-term debt                                              |       | (10,478,627           | )           | (192,757              | )          | (48,070,104           | )          |
| Payment for loan  costs                                                  |       | —                |        | —                |       | (10,370,324           | )          |
| Purchases of  property and equipment                                     |       | (17,456,371           | )           | (57,740,761           | )          | (35,511,251           | )          |
| Change in  restricted cash                                               |       | 8,828,240             |        | 53,864,759            |       | (68,254,876           | )          |
| Interest paid                                                            |       | (19,763,000           | )           | (20,365,153           | )          | (4,178,849            | )          |
| Credit  enhancement fee                                                  |       | (7,372,759            | )           | (4,633,756            | )          | (2,290,106            | )          |
| Proceeds from sale of  fixed assets                                      |       | 9,500                 |        | 122,580               |       | —                |       |
| Other                                                                    |       | 362,841               |        | (347,106              | )          | (230,367              | )          |
|                                                                     |       |                  |        |                  |       |                  |       |
|                                                                     |       |                  |        |                  |       |                  |       |
| Net cash (used  in) provided by capital and related financing activities |       | (45,870,176           | )           | (29,292,194           | )          | 44,255,636            |       |
|                                                                     |       |                  |        |                  |       |                  |       |
| CASH FLOW FROM INVESTING  ACTIVITIES:                                    |       |                  |        |                  |       |                  |       |
| Interest Income                                                          |       | 332,122               |        | 498,905               |       | 108,417               |       |
|                                                                     |       |                  |        |                  |       |                  |       |
| CASH FLOW FROM  NON(CAPITAL FINANCING ACTIVITIES:                        |       |                  |        |                  |       |                  |       |
| Distributions to  Tribe                                                  |       | (11,180,000           | )           | (7,613,116            | )          | (54,883,130           | )          |
|                                                                     |       |                  |        |                  |       |                  |       |
| CHANGE IN CASH AND CASH  EQUIVALENTS                                     |       | (969,168              | )           | 1,721,182             |       | 16,025,476            |       |
|                                                                     |       |                  |        |                  |       |                  |       |
| CASH AND CASH  EQUIVALENTS, Beginning of the period                      |       | 18,618,826            |        | 16,897,644            |       | 872,168               |       |
|                                                                     |       |                  |        |                  |       |                  |       |
| CASH AND CASH EQUIVALENTS, End of the period                             |       | $                     | 17,649,658  |                  | $          | 18,618,826            |       | $ | 16,897,644 |   |

The accompanying notes are an integral part of thesefinancial statements.

20

----

 

RECONCILIATION OF INCOME BEFORE DISTRIBUTIONS TO

TRIBE TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
| Income before  Distributions to Tribe                                                                         |   | $          | 18,276,188 |       | $         | 12,446,648 |   | $           | 8,864,766  |   |
|---------------------------------------------------------------------------------------------------------------|--------|------------|------------|------------|-----------|------------|--------|-------------|------------|--------|
|                                                                                                          |   |       |       |       |      |       |   |
| Adjustments to  reconcile income before distributions to Tribe to net cash provided by  operating activities: |   |       |       |       |      |       |   |
| Depreciation                                                                                                  |   | 11,012,094 |       | 6,390,396  |      | 4,391,461  |   |
| Interest Expense                                                                                              |   | 21,046,944 |       | 17,447,237 |      | 7,063,781  |   |
| Interest income                                                                                               |   | (332,122   | )          | (498,905   | )         | (108,417   | )      |
| Credit enhancement  fee                                                                                       |   | 7,669,147  |       | 5,111,747  |      | 2,249,349  |   |
| Loss on sale of  assets                                                                                       |   | 104,117    |       | 62,577     |      | —     |   |
| Changes in  operating assets and liabilities:                                                                 |   |       |       |       |      |       |   |
| Accounts receivable                                                                                           |   | (39,456    | )          | 52,952     |      | (96,559    | )      |
| Inventories                                                                                                   |   | 223,977    |       | (234,010   | )         | (144,598   | )      |
| Prepaid expenses and other current assets                                                                     |   | (654,075   | )          | 109,102    |      | (853,386   | )      |
| Accounts payable-trade                                                                                        |   | (1,220,143 | )          | (2,787,179 | )         | 4,378,117  |   |
| Accrued liabilities                                                                                           |   | (337,785   | )          | 27,022     |      | 800,039    |   |
| Total adjustments                                                                                             |   | 37,472,698 |       | 25,680,939 |      | 17,679,787 |   |
|                                                                                                          |   |       |       |       |      |       |   |
| NET CASH  PROVIDED BY OPERATING ACTIVITIES                                                                    |   | $          | 55,748,886 |       | $         | 38,127,587 |   | $           | 26,544,553 |   |
|                                                                                                          |   |       |       |       |      |       |   |
| SUPPLEMENTARY  SCHEDULE OF NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES:                                  |   |       |       |       |      |       |   |
| Acquisition of  property and equipment through third party financing                                          |   | $          | 224,267    |       | $         | 690,566    |   | S 4,791,382 |       |
| Acquisition of  property and equipment through Accounts Payable Construction                                  |   | $          | 1,114,618  |       | $         | 4,091,862  |   | $           | 373,293    |   |
| Capitalized interest  included in purchases of property and equipment paid with notes                         |   | —     |       | $          | 4,442,608 |       | $      | 1,488,749   |       |

The accompanying notes are an integral part of thesefinancial statements.

21

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**RIVERROCK ENTERTAINMENT AUTHORITY**

** (A Governmental Instrumentality of the DryCreek Rancheria Band of Pomo Indians)**

1.                               DESCRIPTIONOF BUSINESS

River RockEntertainment Authority (the “Authority”) is a governmental instrumentality ofthe Dry Creek Rancheria Band of Pomo Indians (the “Tribe”), a federallyrecognized Indian tribe. River Rock Casino (the “Casino”) is a governmentaldevelopment project of the Authority. The Casino offers Class III gaming (asdefined by the Indian Gaming Regulatory Act) on tribal land located inGeyserville, California. The legal authority for slot machines and table gamesis provided by the Tribe’s gaming compact with the State of California (the“Compact”), which was entered into in September 1999 and became effective uponapproval by the Secretary of Interior on May 5, 2000. The Compact expireson December 31, 2020.

The Tribe opened aportion of the Casino on September 14, 2002. Following completion ofconstruction the Casino was fully opened on April 1, 2003.

The Authority wasformed as an unincorporated instrumentality of the Tribe on November 5, 2003pursuant to a reorganization whereby the Tribe’s gaming business became ownedand operated by the Authority. This reorganization was accounted for as areorganization of entities under common control. Accordingly, after thereorganization, the assets and liabilities of the Casino operating propertywere presented by the Authority on a historical-cost basis.

The Authorityoperates as a separate, wholly owned operating unit of the Tribe and is not aseparate legal entity. These financial statements reflect the financialposition and activity of only the Authority and do not purport to represent thefinancial position and activity of the Tribe.

Income beforedistributions to the Tribe was $18,276,188, $12,446,648 and $8,864,766 for theyears ended December 31, 2005, 2004 and 2003, respectively. A fund deficit of$40,425,054 exists as of December 31, 2005. The Authority’s current assetsexceeded its current liabilities by $10,137,017 as of December 31, 2005. OnNovember 7, 2003, the Authority issued $200.0 million in its 93⁄4% Senior Notes,due 2011 (the “Notes”), and used a portion of the proceeds to reduce itscurrent payables, accruals and debt. The Authority’s ability to fund future debtservice payments is dependent upon the success of the Casino. Managementbelieves that the Casino will attract sufficient patronage levels to continueto provide sufficient cash flows and to repay its indebtedness. The Authorityreached its substantial completion of the construction of the enhanced parkingstructure on December 29, 2004. On September 13, 2005, the Authority received acertificate of occupancy on the parking structures. On October 1, 2005, theAuthority’s certificate of occupancy for the parking structure was revoked anda temporary occupancy permit was issued due to some remaining constructionissues. On November 4, 2005, a full certificate of occupancy was issued to theAuthority for the parking structures.

2.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AccountingStandards—The Authority prepares its financial statements in accordance withaccounting principles generally accepted in the United States of America(“generally accepted accounting principles”). The financial statements presentedare prepared on the accrual basis of accounting from the accounts and financialtransactions of the Authority. Generally accepted accounting principles requirethe Authority to apply all applicable pronouncements of the GovernmentalAccounting Standards Board (“GASB”). The Authority is also required to followFinancial Accounting Standards Board (“FASB”) Statements and Interpretations,Accounting Principles Board Opinions and Accounting Research Bulletins issuedon or before November 30, 1989, unless those pronouncements conflict with orcontradict GASB pronouncements. The Authority is given the option whether toapply all FASB Statements and Interpretations issued after November 30, 1989,except for those that conflict with or contradict GASB pronouncements.Accordingly, the Authority has elected to implement non conflicting FASBStatements and Interpretations issued after November 30, 1989.

There aredifferences between financial statements prepared in accordance with GASBpronouncements and those prepared in accordance with FASB pronouncements. Thestatements of revenues, expenses and changes in fund deficit is a combinedstatement under GASB pronouncements. FASB pronouncements allow a statement ofincome or operations and a separate statement of owners’ or shareholders’(deficit) equity, which is where distributions to owners would be presentedunder FASB pronouncements. The

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amount shown as incomebefore distributions to Tribe would not be different if the Authority followedall FASB pronouncements to determine net income and would be the mostcomparable amount to net income computed under FASB pronouncements. TheAuthority is a separate fund of the Tribe, a governmental entity, and as suchthere is no owners’ or shareholders’ (deficit) equity as traditionallyrepresented under FASB pronouncements. The most comparable measure of owners’(deficit) equity is presented on the Authority’s balance sheet as fund(deficit) equity.

New AccountingPronouncements—In March 2003, GASB issued Statement No. 40, Deposit andInvestment Risk Disclosures*—an amendment ofGASB Statement No. 3* , which became effective for the Authority atJanuary 1, 2005. This statement requires state and local governments tocommunicate key information about deposit and investment risks. The adoption ofthis statement did not have a material impact on the financial statements ofthe Authority.

In November 2003,GASB issued Statement No. 42, Accounting and Financial Reporting for Impairmentof Capital Assets and for Insurance Recoveries, effective for periods beginningafter December 15, 2004. This statement establishes accounting and financialreporting standards for impairment of capital assets. This statement alsoclarifies and establishes accounting requirements for insurance recoveries. Theadoption of this statement did not have a material impact on the financialstatements of the Authority.

Use ofEstimates—The preparation of financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reported amountsof revenues and expenses during the reporting period. Actual results coulddiffer from these estimates.

Cash and CashEquivalents—The Authority considers all highly liquid investments with amaturity of three months or less at date of purchase as cash equivalents. Thecarrying amount of cash and cash equivalents approximates its fair value. Cashand cash equivalents include cash on hand, cash on deposit with banks and highlyliquid investments. The Federal Deposit Insurance Corporation (“FDIC”) hasinsured $100,000 of the cash on deposit with the banks. The Authority believesthat there is little risk of loss regarding the uninsured amounts of cash andcash equivalents on deposit with the banks.

Inventories—Inventories,consisting principally of gaming supplies and concession items, are stated atthe lower of cost (first-in, first-out) or market.

RestrictedCash—Restricted cash consists of estimated construction expenses for threeparking structures, related infrastructure improvements and constructioncontingencies. It also includes funds that are reserved for additionalconstruction contingencies and the funds necessary to develop an approximately18 acre parcel of land adjacent to the Tribe’s reservation. These funds areheld in escrow accounts which are restricted for authorized constructiondisbursements. These escrow accounts are invested in CD markets, which generateinterest on a monthly basis. The FDIC has insured $100,000 of this balance. TheAuthority believes that there is little risk of loss regarding the uninsuredamounts of restricted cash held in the escrow account. Restricted cash was$7,373,481 and $16,201,721 at December 31, 2005 and December 31, 2004, respectively.As of December 31, 2005, restricted cash includes amounts available forconstruction of $2,898,084 and land development funds of $4,475,397.

Property andEquipment—Property and equipment are stated at cost. Depreciation andamortization are computed using the straight-line method over the estimateduseful lives of the assets as follows:
|        | Buildings and  improvements        | 21 years            |   |
|--------|------------------------------------|---------------------|--------|
|   | Furniture,  fixtures and equipment | 5   years |   |

 

The Authorityevaluates its property and equipment for impairment in accordance with theFASB’s Statement of Financial Accounting Standards (“SFAS”) No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets. When events orcircumstances indicate that an asset should be reviewed for impairment, theAuthority compares the undiscounted cash flows derived from the asset or assetgroup to the net carrying value. If impairment is indicated, the impairmentloss is measured by the amount in which the carrying value of the asset orasset group exceeds its fair value. Fair value is measured by comparable sales,solicited offers or discounted cash flow models.

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CapitalizedInterest—The interest cost associated with major development and constructionprojects is capitalized and included in the cost of the Authority’s propertyand equipment. Capitalization of interest ceases when the project issubstantially complete or development activity is suspended. Capitalizedinterest for years ended December 31, 2005 and 2004 were $0 and $4,639,849,respectively.

Deposits and OtherAssets—As of December 31, 2005 and December 31, 2004, deposits and other assetsinclude $5,962,226 and $6,983,920 in unamortized bond spread, legal fees andother issuance costs related to the issuance of the Notes, $78,618 and $429,941of equipment deposits, $4,200 and $4,200 of performance deposits and $36,911and $48,492 of rental deposits. Deferred loan costs are amortized using theeffective interest method to interest expense over the term of the relatedfinancial arrangement.

Accrued Liabilities—Accruedliabilities consist of accrued interest, accrued payroll, accrued creditenhancement fee and other accrued liabilities.

Accrued In-houseProgressive Slot Jackpots—Accrued progressive slot jackpots consist ofestimates for prizes relating to various games that have accumulated jackpots.The Authority has recorded the cost of these anticipated payouts as a reductionof Casino revenues, and the cost is included as a component of accruedliabilities.

Accrued SlotPlayers Club—In accordance with Emerging Issues Task Force IssueNo. 00-22, Accounting for “Points” and Certain Other Time-Based orVolume-Based Sales Incentive Offers and Offers for Free Products or Services tobe Delivered in the Future, the Authority has recorded a liability related toprizes and cash incentives earned by the members of our Players Club and haveadjusted the liability for the estimated future breakage. The Authority hasrecorded the cost of the estimated redemption of the liability related toprizes as an operating expense and the estimated redemption of the liabilityrelated to cash as promotional allowance in the accompanying statements ofrevenues, expenses and changes in fund deficit.

Casino Revenues—Inaccordance with industry practice, the Authority recognizes as casino revenuethe net win from gaming activities, which is the difference between gaming winsand losses. Casino revenues are net of accruals for anticipated payouts ofprogressive slot jackpots.

Food, Beverage andRetail—The Authority recognizes as food, beverage and retail revenues theproceeds from its food, beverage and gift shop sales. The Authority continuesto distribute beverages freely in the gaming area for playing guests.

OtherRevenues—Other revenues are comprised of commissions on ATM and vending machinetransactions.

PromotionalAllowances—The retail value of food and beverages provided to playing customerswithout charge is included in gross revenues and then deducted as promotionalallowances.  Such amounts that areincluded in Food, beverage and retail revenues for the years ended December 31,2005, 2004, and 2003 are $2,825,772, $2,632,103, and $1,347,506respectively.  The distribution ofelectronic coupons (e-coupons) to customers are included in Casino revenues andare also deducted as promotional allowances. The total e-coupons for the years ended December 31, 2005, 2004, and2003 were $2,568,393, $0, and $0, respectively. The redemption of cash incentives earned by the Players Club members isalso recorded as promotional allowances.  The total cash incentives for the years endedDecember 31, 2005, 2004, and 2003 were $1,461,386, $0, and $0, respectively.

Food and BeverageCosts—Food and beverage costs include costs associated with food and beverage,excluding amounts classified as casino expenses.  The estimated costs of providingcomplimentary services are reclassified from food and beverage to Casinoexpenses.  The costs of such serviceswere $3,642,229 and $3,878,262, and $0 for the years ended December 31, 2005,2004, and 2003, respectively.

AdvertisingCosts—Advertising costs are expensed the first time advertising takes place.Advertising costs included in selling, general and administrative expenses were$8,032,085, $4,972,275, and $2,101,504 for the years ended December 31, 2005,2004 and 2003, respectively.

Gaming Commissionand Surveillance Expenses—The Authority paid for various expenses for theTribal Gaming Commission and surveillance. Tribal Gaming Commission expensesare reported as Gaming Commission expenses and prior to July 1, 2005,surveillance costs were reported in Selling General and Administrative Expenseson the Statement of Revenues, Expenses and Change in Fund Balance. EffectiveJuly 1, 2005, the Tribal Gaming Commission adopted a regulation on payments ofregulatory fees from the Authority resulting in the recording of surveillanceexpenses in Gaming

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Commission andsurveillance expenses on the Statement of Revenues, Expenses and Changes inFund Balance. Gaming Commission and surveillance expenses for the years endedDecember 31, 2005, 2004 and 2003 are $2,773,369, $1,780,194 and $1,434,835,respectively. Surveillance costs not included in the above amounts for the sixmonths ended June 30, 2005 and the years 2004 and 2003 were $475,694, $858,625and $781,166, respectively and are recorded in Selling, General andAdministrative expenses.

Income Taxes—As agovernmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians, afederally recognized Indian tribe, the Authority is a nontaxable entity forpurposes of federal and state income taxes.

Distributions toTribe—Distributions to Tribe are made up of a stated draw amount and permittedpayments under the Indenture for the Notes and are included in the Statement ofRevenues, Expenses and Changes in Fund Deficit as distributions to Tribe. FromJanuary 1, 2005 to March 31, 2005, the Tribal draw was $500,000 per month.Beginning April 1, 2005, the Tribal draw was $1,000,000 per month. The totaldistributions to the Tribe were $11,180,000, $7,613,116 and $54,883,130 for theyears ended December 31, 2005, 2004 and 2003, respectively. During the yearsended December 31, 2005, 2004 and 2003, the Authority also distributed$680,000, $830,000 and $0, respectively, to the Tribe as part of reimbursementsfor construction costs incurred by the Tribe prior to the formation of theAuthority. As of December 31, 2005, there is $1,960,000 remaining to bereimbursed to the Tribe for construction costs incurred prior to the formationof the Authority.

3.             CERTAINRISKS AND UNCERTAINTIES

The Authority’soperations are dependent on the continued licensing and qualification of theAuthority by the Tribal Gaming Commission. Such licensing and qualification arereviewed periodically by the Tribal Gaming Commission and regulatory agenciesof the State of California. The Authority believes that no events orcircumstances have arisen that would have an adverse effect on the Casino’sability to continue its licensing and qualification by the Tribal GamingCommission or regulatory agencies of the State of California to operate theAuthority.

4.             RELATEDPARTIES

The Authority hasbeen constructed on federal land beneficially owned by the Tribe. The Authoritydoes not pay the Tribe for the use of the land.

Starting January1, 2004, the Authority paid for various expenses for the following departmentsoperated by the Tribe: Tribal Gaming Commission, surveillance, plantoperations, human resources, purchasing and warehousing. On January 1, 2005,the Authority started to operate purchasing and warehousing but continued topay for expenses for the other departments operated by the Tribe. Thesedepartmental expenses include but are not limited to payroll and relatedexpenses, legal and other operational expenses. Total amounts billed by theTribe for these departments, excluding Tribal Gaming Commission andsurveillance, were $1,260,294 and $1,912,905 for the years ended December 31,2005 and 2004, respectively. They are recorded as a component of selling,general and administrative expenses.

The Authority paidfor various expenses for the Tribal Gaming Commission and surveillance in 2005and 2004. Effective July 1, 2005, the Tribal Gaming Commission adopted aregulation on payments of regulatory fees from the Authority. The Tribal GamingCommission charges the Authority to cover any operating expenses incurred bythe Commission which are directly related and necessary to the regulation ofthe Casino. These expenses, recorded as Tribal Gaming Commission andsurveillance expenses were $2,773,369, $1,780,194 and $1,434,835 for the yearsended December 31, 2005, 2004, and 2003, respectively. Surveillance costs of$858,625 and $781,166 are not included in Gaming Commission and surveillanceexpenses for 2004 and 2003. These expenses were included in Selling, Generaland Administrative expenses.

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5.                               DEVELOPMENTAND LOAN AGREEMENT

The Tribe enteredinto a Development and Loan Agreement with Dry Creek Casino, LLC(“DCC”) on August 26, 2001, which has been amended from time to time(as amended, the “Development Agreement”). In consideration of DCC’s providingcredit enhancement and other services under the Development Agreement, theTribe is obligated to pay DCC the Credit Enhancement Fee. The CreditEnhancement Fee is defined as 20% of the Authority’s net income beforedistributions to the Tribe plus depreciation and amortization plus annualinterest on $25.0 million principal amount of the notes less revenues fromsales of alcoholic beverages. The Credit Enhancement Fee is required to be paidmonthly for a period of five years commencing on June 1, 2003. The CreditEnhancement Fee was $7,669,147, $5,111,747 and $2,249,349 for each of the yearsended December 31, 2005, 2004 and 2003, respectively.

The Authority hasthe right to terminate the Development Agreement by exercising a buy-out optionon or after June 1, 2006. If exercised, the Authority is obligated to payall amounts outstanding with respect to financing, including outstandingdevelopment advances and accrued interest plus an amount determined by multiplyingthe average monthly credit enhancement fee earned during the 12-month periodimmediately preceding the month the buy-out option is exercised, by the numberof months remaining in the five-year term. The buy-out fee is required to bepaid in equal monthly installments of principal plus interest at the rate of12% per annum, on the 15th day of each month over a period equal to theremaining term of the Development Agreement.

6.                               CASHAND CASH EQUIVALENTS AND RESTRICTED CASH

Cash and cash equivalents and restricted cash consisted of thefollowing as of December 31, 2005 and December 31, 2004:

|                                                      | ** ** | **December 31, 2005** | ** ** | **December 31, 2004** | ** ** |
|------------------------------------------------------|------------|---------------------------------|------------|---------------------------------|------------|
|                                                 |       |                            |       |                            |       |
| Operating  accounts                                  |       | $                               | 5,241,644  |                            | $          | 10,103,118 |   |
| Money Market  Accounts                               |       | 62,420                          |       | 307,911                         |       |
| Short Term  Investments                              |       | 8,988,622                       |       | 4,999,800                       |       |
| Cash on hand                                         |       | 3,356,972                       |       | 3,207,997                       |       |
|                                                 |       |                            |       |                            |       |
| Cash and cash  equivalents                           |       | 17,649,658                      |       | 18,618,826                      |       |
| Restricted cash                                      |       | 7,373,481                       |       | 16,201,721                      |       |
|                                                 |       |                            |       |                            |       |
| Total cash and  cash equivalents and restricted cash |       | $                               | 25,023,139 |                            | $          | 34,820,547 |   |

 

The Authority’scash in banks and cash equivalents (the “Investments”) are categorized by levelof credit risk assumed by the Authority. Category 1 includes investmentsthat are insured or registered or for which the investments are held by the Authorityor its agent in the Authority’s name. Category 2 includes uninsured andunregistered investments for which the investments are held by thecounterparty’s trust department or agent in the Authority’s name.Category 3 includes uninsured and unregistered investments for which theinvestments are held by the counterparty’s agent but not in the Authority’sname. At December 31, 2005 the Authority had $200,000 in Category 1investments, $5,041,644 cash in banks, $62,420 in Money Market accounts and$8,988,622 in short term investments which are Category 2 investments and$7,273,481 restricted cash in bank over the FDIC insurance limits, which areCategory 3 investments. Amounts in Category 2 and Category 3 investmentsare invested in short term, highly liquid cash equivalents and investments. Asof December 31, 2005 and 2004, these amounts are composed of money marketaccounts in the amount of $62,419 and $307,911, respectively and A1/P1 bonds inthe amount of $8,988,622 and $4,999,800, respectively.

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7.                               PROPERTYAND EQUIPMENT

Property and equipment at December 31, 2004 and December 31, 2005consisted of the following:
| ** **                         | ** ** | **Balance,**          | ** **  | ** **    | ** ** | ** **       | ** ** | **Balance,**          | ** ** |
|------------------------------------|------------|-----------------------|-------------|---------------|------------|------------------|------------|-----------------------|------------|
| ** **                         | ** ** | **December 31,** | ** **  | ** **    | ** ** | ** **       | ** ** | **December 31,** | ** ** |
| ** **                         | ** ** | **2004**              | ** **  | **Additions** | ** ** | **Dispositions** | ** ** | **2005**              | ** ** |
|                               |       |                  |        |          |       |             |       |                  |       |
| Buildings and  improvements        |       | $                     | 118,941,344 |          | $          | 9,917,427        |       | $                     | —     |   | $ | 128,858,771 |   |
| Furniture,  fixtures and equipment |       | 22,946,294            |        | 3,409,448     |       | (339,798         | )          | 26,015,944            |       |
| Less accumulated  depreciation     |       | (10,952,816           | )           | (11,012,094   | )          | 163,143          |       | (21,801,767           | )          |
|                               |       | 130,934,822           |        | 2,314,781     |       | (176,655         | )          | 133,072,948           |       |
| Construction in  progress          |       | 379,576               |        | 1,439,695     |       | —           |       | 1,819,271             |       |
| Property and  equipment—net   |       | $                     | 131,314,398 |          | $          | 3,754,476        |       | $                     | (176,655   | ) | $ | 134,892,219 |   |

 

Construction inprogress consists of payments to various vendors related to the Authority’smaster plan development and land improvements. Substantially all of theAuthority’s personal property is pledged as collateral to secure its debt. AtDecember 31, 2005 and 2004, the Authority had $315,012 and $120,000 in capitallease assets with related accumulated depreciation of $40,251 and $8,000.

8.                               ACCRUEDLIABILITIES

Accrued liabilities consisted of the following as of December 31, 2005and December 31, 2004:

|                                             | ** ** | **December 31,** | ** ** | **December 31,** | ** ** |
|---------------------------------------------|------------|-----------------------|------------|-----------------------|------------|
| ** **                                  | ** ** | **2005**              | ** ** | **2004**              | ** ** |
|                                        |       |                  |       |                  |       |
| Accrued in-house  progressive slot jackpots |       | $                     | 495,588    |                  | $          | 1,031,468 |   |
| Accrued payroll  and related benefits       |       | 1,677,290             |       | 1,620,177             |       |
| Accrued interest                            |       | 3,250,000             |       | 3,325,000             |       |
| Accrued credit  enhancement fees            |       | 685,659               |       | 389,271               |       |
| Accrued other  expenses                     |       | 355,019               |       | 213,962               |       |
| Total accrued  liabilities                  |       | $                     | 6,463,556  |                  | $          | 6,579,878 |   |

 

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| 9.     | LONG-TERM DEBT                                                                            |
|--------|-------------------------------------------------------------------------------------------|
|   |                                                                                      |
|   | Long-term debt  consisted of the following as of December 31, 2005 and December 31, 2004: |

 

|                                                                                                  | ** ** | **December 31,** | ** **  | **December 31,** | ** ** |
|--------------------------------------------------------------------------------------------------|------------|-----------------------|-------------|-----------------------|------------|
| ** **                                                                                       | ** ** | **2005**              | ** **  | **2004**              | ** ** |
|                                                                                             |       |                  |        |                  |       |
| 9 3/4% Senior  Notes, net of unamortized issue discount  of $1,967,289 and $2,304,539. Due 2011. |       | $                     | 198,032,711 |                  | $          | 197,695,461 |   |
| DCC Subordinated  Note                                                                           |       | —                |        | 10,000,000            |       |
| Vehicles Notes                                                                                   |       | 51,937                |        | 63,768                |       |
| Capital leases  obligations                                                                      |       | 262,106               |        | 504,635               |       |
| Total Long Term  Debt                                                                            |       | 198,346,754           |        | 208,263,864           |       |
| Less: current  portion                                                                           |       | (103,545              | )           | (10,441,139           | )          |
| Total long-term debt - net of current maturities                                                 |       | $                     | 198,243,209 |                  | $          | 197,822,725 |   |

 

Maturity schedule —Annual requirements to retire long-term debt at December 31, 2005:

|            | ** ** | **Principal** | ** ** | **Interest** | ** ** | **Total**   | ** ** |
|------------|------------|---------------|------------|--------------|------------|-------------|------------|
| 2006       |       | 103,150       |       | 19,516,000   |       | 19,619,150  |       |
| 2007       |       | 106,731       |       | 19,509,737   |       | 19,616,468  |       |
| 2008       |       | 78,579        |       | 19,503,370   |       | 19,581,949  |       |
| 2009       |       | 24,463        |       | 19,500,509   |       | 19,524,972  |       |
| 2010       |       | 1,460         |       | 19,500,000   |       | 19,501,460  |       |
| Thereafter |       | 200,000,000   |       | 19,500,000   |       | 219,500,000 |       |
|       |       | 200,314,383   |       | 117,029,616  |       | 317,343,999 |       |

 

On November 7,2003, the Authority issued the Notes. The proceeds were utilized to fund anexpansion project, which includes three parking structures and relatedinfrastructure improvement, repayment of various debt, and advances and fundpayment of various accruals and payables, as well as to increase cash on hand.The proceeds were also utilized to fund a land purchase and settle litigation.The Notes were secured by a first priority pledge of the Authority’s revenueand substantially all of the existing and future tangible and intangiblepersonal property. Before November 1, 2007, the Authority may redeem the Notes,in whole or in part, at a redemption price equal to 100% of their principalamount plus a make-whole premium and accrued and unpaid interest. On or afterNovember 1, 2007, the Authority may redeem the Notes, in whole or in part, at aredemption price that is at a premium to the principal amount of the Notes(expressed as percentages of principal amount), plus accrued and unpaidinterest.

On April 29,2002, the Tribe borrowed $15,000,000 from DCC. The loan is evidenced by apromissory note bearing an interest rate of 12% per annum. In accordance withthe Development Agreement, accrued interest on the promissory note wasconverted to principal through March 31, 2003. Payments on the promissorynote commenced on June 1, 2003. On February 19, 2003, the DevelopmentAgreement dated April 29, 2002, the promissory note and the AuthorityFunding and Loan Agreement were amended to provide an additional advance of$8,000,000, bearing an interest rate of 12% per annum, with principal paymentscommencing on June 1, 2003. On November 7, 2003, the Authority refinanced$22,600,000 of the $32,600,000 principal amount of the DCC Development Loanfrom the Notes proceeds. As of December 31, 2004, the outstanding debt relatedto the Development Agreement was $10,000,000. The outstanding debt related tothe Development Agreement was fully repaid on March 13, 2005.

Fair Value—TheAuthority’s long-term debt is recorded at an amortized historical cost basis.The fair value of long-term debt approximates $216,750,000 at December 31,2005.

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| 10. | LEASES |
|-----|--------|

 

The Authorityleases a sprung structure, which is accounted for as an operating lease. Suchlease expense was $482,355, $511,476, and $511,476 for the years ended December31, 2005, 2004 and 2003, respectively. The Authority renewed the leaseagreement on August 17, 2005 for $36,230 per month for twenty four (24) monthsending August 17, 2007.

On October 1,2003, the Tribe entered into an operating lease agreement for office andwarehouse space to replace existing facilities. The Authority uses a portion ofthe space and reimburses the Tribe lease fees allocated based on the squarefootage utilized. The Authority reimbursed the Tribe such lease fees in theamount of $439,133, $252,463, and $0 for the years ended December 31, 2005,2004 and 2003, respectively.

On September 1,2004, the Authority entered into a five year capital lease to purchase twolicenses to operate three-card poker tables in the amount of $120,000. Thecapital lease is at 7.25% interest with monthly lease fees of $2,390 and a $1buyout at the end of the lease term, expiring August 31, 2009.

On September 1,2004, the Authority entered into a twelve month capital lease to purchase twogenerators in the amount of $550,000. The capital lease is at 24.3% interestwith monthly payments of $56,975 and a $1 buyout at the end of the lease term,expiring August 31, 2005. On September 22, 2005, the Authority made the finallease payment and exercised the buyout option.

On July 31, 2005,the Authority entered into a thirty six month capital lease to purchase 13Multi-deck shufflers in the amount of $88,307. The capital lease is at 7.09%interest with monthly lease fees of $2,730 and a $1 buyout at the end of thelease term, expiring July 31, 2008.

On July 31, 2005,the Authority entered into a thirty six month capital lease to purchase 6 Kingshufflers in the amount of $61,422. The capital lease is at 7.09% interest withmonthly lease fees of $1,899 and a $1 buyout at the end of the lease term,expiring July 31, 2008.

On July 31, 2005,the Authority entered into a thirty six month capital lease to purchase 4 Aceshufflers in the amount of $45,283. The capital lease is at 7.09% interest withmonthly lease fees of $1,400 and a $1 buyout at the end of the lease term,expiring July 31, 2008.

Lease expenseswere $995,202, $1,333,664 and $1,635,115 for the years ended December 31, 2005,2004 and 2003, respectively, and are included in general and administrativeexpenses in the accompanying statement of revenues, expenses and changes infund deficit. Expected remaining payments under operating leases are $463,313,$267,665, $7,215 and $1,213 for the years ending December 31, 2006, 2007, 2008and 2009 respectively.
| 11.    | LEGAL MATTERS                               |
|--------|---------------------------------------------|
|   |                                        |
|   | Sonoma County  Fire Marshal Inspection Case |

 

On October 7,2002, the Sonoma County Fire Chief filed an application in Sonoma CountySuperior Court for an inspection warrant to allow him to inspect the Tribe’sreservation, including the Casino. The Tribe removed the case to federal court.The Tribe had argued that there was no basis for the County Fire Chief toassert jurisdiction over the Tribe’s lands, which are owned in trust by theUnited States of America for the Tribe’s benefit, and are governed by tribaland federal law and the Compact.

On December 9,2004, the Court entered an order granting in part and denying in part the Tribe’smotion to dismiss for failure to state a claim and denying the County’s motionfor summary judgment. The order reaffirmed the Court’s prior ruling that PublicLaw 280 does not authorize the County Fire Chief to inspect the Tribe’sreservation or Casino. On March 1, 2005, the Court issued an Order granting inpart and denying in part the Tribe’s motion to dismiss for failure to joinnecessary and indispensable parties, holding that United States of America isan indispensable party as to the road that provides ingress and egress to theTribe’s reservation from the public highway. On April 29, 2005, the Courtentered its final order granting the Tribe’s motion for summary judgment on theremaining issue of whether exceptional circumstances existed that supported theissuance of an inspection warrant for the Tribe’s casino, and entered judgmenton the entire action in the Tribe’s favor. The Sonoma County Fire Chief hasappealed, and the briefing should be completed in November 2005.  No oralargument has been set yet by the Court.

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Alcohol and BeverageControl License

On September 13,2004, the Department of Alcoholic Beverage Control (“ABC”) denied the Tribe’sapplication for a liquor license based on the State Fire Marshal’sinterpretation of the Uniform Building Code. In May 2005, an Administrative LawJudge heard the Tribe’s appeal of the ABC’s denial and recommended that the ABCreverse itself and approve the license. On August 25, 2005, the ABC announcedthat, effective October 11, 2005, it would adopt the Administrative Law Judge’sdecision to approve the license transfer pending a hearing on protests filed bycitizens and government officials. The ABC has received over 65 protestsagainst the license from citizens and government officials. The ABC held ahearing on the protests on March 9, 2006. The administrative law judge willmake his decision after all post hearing briefs are received. All briefs mustbe filed by early May 2006. The judge must make his decision within 30 daysafter receipt of the final brief. The decision to approve or deny the licensetransfer application may be appealed by any parties to the proceeding so longas the appeal is filed within forty (40) days of the ABC’s decision. The firstappeal is to the ABC Appeals Board, and its decision may be appealed to theCalifornia State court system.

The Authority isinvolved in other litigation and disputes from time to time in the ordinarycourse of business with vendors and patrons. The Authority believes that theaggregate liability, if any, arising from such litigation or disputes will nothave a material adverse effect on its results of operations, financialcondition or cash flows.
| 12.                                                                                                                                                                                                                                                                                                                         | COMPACT REVENUE  SHARING TRUST FUND |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------|
|                                                                                                                                                                                                                                                                                                                        |                                |
| The  Compact requires the Authority to pay a quarterly fee to the State of  California’s revenue sharing trust fund, based on the number of licensed  gaming devices operated by the Tribe. Revenue sharing trust fund fees  assessed were $1,335,000 annually for the years ended December 31, 2005,  2004, and 2003. |

 
| 13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | COMMITMENTS AND  CONTINGENCIES |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                           |
| The  Authority is an unincorporated instrumentality of the Tribe formed pursuant  to a recently adopted law of the Tribe. While the Authority is not a separate  corporation or other legal entity distinct from the Tribe, this tribal law  allows the Authority to own and operate its business. This tribal law also  provides that the Authority’s obligations and other liabilities are not those  of the Tribe and that the obligations and liabilities of the Tribe are not  the Authority’s. This law is untested and generally has no direct counterpart  in other areas of the law. If this law should prove to be ineffective at  limiting the Authority’s liability, the Authority’s business and assets could  become subject to claims asserted against the Tribe or its assets. Similarly,  the Authority would be liable for such claims if the Tribe waived its  sovereign immunity to an extent that allowed enforcement of such claims against  the Authority’s business or assets. |

 

The Authorityrenewed an employment agreement with Mr. Norman Runyan on November 8, 2005 tocontinue to serve as the Chief Operations Officer of the Authority. This threeyear employment agreement commenced on October 14, 2005 and provides Mr. Runyanan annual salary of $250,000 and a discretionary bonus, as determined by theTribal Board, of not less than 7% and not more than 25% of his annual salarybased on various criteria. If Mr. Runyan’s employment is terminated for otherreasons set forth in the employment agreement including death or disability,Mr. Runyan will be entitled to his salary for three months. Either party mayterminate the agreement with a 90 day written notice.
| 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | RESTATEMENT OF  PRIOR FINANCIAL STATEMENTS |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                       |
| Subsequent  to the filing of the Authority’s annual report on Form 10-K for the year  ended December 31, 2005, the Authority identified certain classification  errors in its recording of promotional allowances and gaming revenues and  losses.  As a result, the Authority has  restated the accompanying financial statements for the years ended December  31, 2005, 2004 and 2003  from the  amounts previously reported.  The  restatement has no impact on Income from Operations, Net Income Before or  After Distributions to the Tribe, the Balance Sheet, or net cash flows.  The impact of the restatement is as  follows: |

 

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| ** **                                          | ** ** | **Year Ended December 31, 2005** | ** ** | **Year Ended December 31, 2004** | ** ** |
|-----------------------------------------------------|------------|------------------------------------------------------|------------|------------------------------------------------------|------------|
| ** **                                          | ** ** | **As Previously  reported**                     | ** ** | **Adjustments**                                      | ** ** | **As Restated** | ** ** | **As Previously   reported** | ** ** | **Adjustments** | ** ** | **As Restated** | ** ** |
| REVENUE                                             |       |                                                 |       |                                                 |       |   |   |   |   |   |   |   |   |
| Casino                                              |       | 135,638,394                                          |       | (2,807,222                                           | )          | 132,831,172 |   | 104,024,121 |   | (2,418,784 | ) | 101,605,337 |   |
| Food, beverage & retail                         |       | 7,522,001                                            |       | (601,755                                             | )          | 6,920,246 |   | 5,380,719 |   | (421,825 | ) | 4,958,894 |   |
| Other                                               |       | 662,894                                              |       |                                                 |       | 662,894 |   | 575,527 |   |   |   | 575,527 |   |
| Gross Revenues                                      |       | 143,823,289                                          |       |                                                 |       | 140,414,312 |   | 109,980,367 |   |   |   | 107,139,758 |   |
| Promotional Allowances                              |       | (4,627,950                                           | )          | (2,227,601                                           | )          | (6,855,551 | ) | (2,434,245 | ) | (197,858 | ) | (2,632,103 | ) |
|                                                |       |                                                 |       |                                                 |       |   |   |   |   |   |   |   |   |
| Net Revenues                                        |       | 139,195,339                                          |       | (5,636,578                                           | )          | 133,558,761 |   | 107,546,122 |   | (3,038,468 | ) | 104,507,655 |   |
|                                                |       |                                                 |       |                                                 |       |   |   |   |   |   |   |   |   |
| OPERATING  EXPENSES                                 |       |                                                 |       |                                                 |       |   |   |   |   |   |   |   |   |
| Casino                                              |       | 21,753,839                                           |       | (2,566,606                                           | )          | 19,187,233 |   | 19,499,256 |   | (2,590,539 | ) | 16,908,717 |   |
| Food, beverage & retail                         |       | 6,491,402                                            |       | (180,374                                             | )          | 6,311,028 |   | 4,704,482 |   | (188,566 | ) | 4,515,916 |   |
| Selling, general and administrative                 |       | 49,063,678                                           |       | (2,889,598                                           | )          | 46,174,080 |   | 39,267,392 |   | (259,362 | ) | 39,008,030 |   |
|                                                |       |                                                 |       |                                                 |       |   |   |   |   |   |   |   |   |
| Total Operating  Expenses                           |       | 100,098,529                                          |       | (5,636,578                                           | )          | 94,461,951 |   | 78,088,467 |   | (3,038,468 | ) | 75,050,000 |   |
|                                                |       |                                                 |       |                                                 |       |   |   |   |   |   |   |   |   |
| Cash Received  from gaming winnings and concessions |       | 139,172,573                                          |       | (5,968,700                                           | )          | 133,203,873 |   | 107,530,073 |   | (3,537,373 | ) | 103,992,700 |   |
| Cash paid to  suppliers                             |       | (51,488,331                                          | )          | 5,636,578                                            |       | (45,851,753 | ) | (40,799,089 | ) | 3,038,468 |   | (37,760,621 | ) |
|                                                |       |                                                 |       |                                                 |       |   |   |   |   |   |   |   |   |
| Cash flows from  investing activities               |       |                                                 |       | 332,122                                              |       | 332,122 |   |   |   | 498,905 |   | 498,905 |   |
|                                                |       |                                                 |       |                                                 |       |   |   |   |   |   |   |   |   |
| Net cash provided by  operating activities          |       | 56,081,088                                           |       | (332,122                                             | )          | 55,748,966 |   | 38,626,492 |   | (498,905 | ) | 38,127,587 |   |

 
| ** **                                                     | ** ** | **Year Ended December 31, 2005** | ** ** |
|----------------------------------------------------------------|------------|------------------------------------------------------|------------|
| ** **                                                     | ** ** | **As Previously  reported**                     | ** ** | **Adjustments** | ** ** | **As Restated** | ** ** |
|                                                           |       |                                                 |       |   |   |   |   |
| REVENUE                                                        |       |                                                 |       |   |   |   |   |
| Casino                                                         |       | 67,127,442                                           |       | (1,681,902 | ) | 65,445,540 |   |
| Food, beverage & retail                                    |       | 2,927,235                                            |       | (79,556 | ) | 2,847,679 |   |
| Other                                                          |       | 379,637                                              |       |   |   | 379,637 |   |
| Gross Revenues                                                 |       | 70,434,314                                           |       |   |   | 68,672,856 |   |
| Promotional Allowances                                         |       | (1,140,934                                           | )          | (206,572 | ) | (1,347,506 | ) |
|                                                           |       |                                                 |       |   |   |   |   |
| Net Revenues                                                   |       | 69,293,380                                           |       | (1,968,029 | ) | 67,325,350 |   |
|                                                           |       |                                                 |       |   |   |   |   |
| OPERATING  EXPENSES                                            |       |                                                 |       |   |   |   |   |
| Casino                                                         |       | 12,753,144                                           |       | (1,792,640 | ) | 10,960,504 |   |
| Food, beverage & retail                                    |       | 3,262,026                                            |       | (173,140 | ) | 3,088,886 |   |
| Selling, general and administrative                            |       | 28,046,357                                           |       | (2,250 | ) | 28,044,107 |   |
|                                                           |       |                                                 |       |   |   |   |   |
| Total Operating  Expenses                                      |       | 53,472,172                                           |       | (1,968,029 | ) | 51,504,143 |   |
|                                                           |       |                                                 |       |   |   |   |   |
| Cash Received  from gaming winnings and concessions            |       | 69,196,821                                           |       | (2,076,446 | ) | 67,120,375 |   |
| Cash paid to  suppliers                                        |       | (23,215,820                                          | )          | 1,879,309 |   | (21,336,511 | ) |
| Credit  Enhancement Fee                                        |       | (2,338,069                                           | )          | 88,720 |   | (2,249,349 | ) |
| Cash flows from  investing activities                          |       |                                                 |       |   |   | 108,417 |   |
|                                                           |       |                                                 |       |   |   |   |   |
| Net cash  provided by operating activities                     |       | 26,741,690                                           |       | (197,137 | ) | 26,544,553 |   |
|                                                           |       |                                                 |       |   |   |   |   |
| Other                                                          |       | (319,087                                             | )          | 88,720 |   | (230,367 | ) |
|                                                           |       |                                                 |       |   |   |   |   |
| Net cash provided by  capital and related financing activities |       | 44,166,916                                           |       | 88,720 |   | 44,255,636 |   |

 

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**SIGNATURES**

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized, on April 17, 2007.
|        | RIVER ROCK  ENTERTAINMENT AUTHORITY |
|--------|-------------------------------------|
|   |                                |
|   | By:                                 | /s/ SHAWN S SMITH |   |
|   |                                | Name: Shawn S  Smith |
|   |                                | Title: Chief  Executive Officer (Principal Executive Officer) |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has been signedby the following persons on behalf of River Rock Entertainment Authority and inthe capacities and on the dates indicated.
| By:    | /s/ BETTY ARTERBERRY                                                                |   |
|--------|-------------------------------------------------------------------------------------|--------|
|   | Name: Betty  Arterberry                                                             |
|   | Title:  Chairperson                                                                 |
|   | Date: April 17,  2007                                                               |
|   |                                                                                |
| By:    | /s/ MARGIE ROJES                                                                    |   |
|   | Name: Margie  Rojes                                                                 |
|   | Title: Vice  Chairperson                                                            |
|   | Date: April 17,  2007                                                               |
|   |                                                                                |
| By:    | /s/ AUGUSTO (GUS) PINA                                                              |   |
|   | Name: Augusto  (Gus) Pina                                                           |
|   | Title: Member                                                                       |
|   | Date: April 17,  2007                                                               |
|   |                                                                                |
| By:    | /s/ GABE NEVAREZ                                                                    |   |
|   | Name: Gabe  Nevarez                                                                 |
|   | Title: Member                                                                       |
|   | Date: April 17,  2007                                                               |
|   |                                                                                |
| By:    | /s/ SHAWN S. SMYTH                                                                  |   |
|   | Name: Shawn S.  Smyth                                                               |
|   | Title: Chief  Executive Officer (Principal Executive Officer)                       |
|   | Date April 17,  2007                                                                |
|   |                                                                                |
| By:    | /s/ JACOB A. COUGHLIN                                                               |   |
|   | Name: Jacob A.  Coughlin                                                            |
|   | Title: Assistant  Financial Controller (Principal Financial and Accounting Officer) |
|   | Date: April 17,  2007                                                               |
|   |                                                                                |
|        |                                                                                     |        |  |  |  |

 

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