##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 þ
    
    Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended: December 31, 2008
 o
    
    Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission file number 1-32583
 
 FULL HOUSE RESORTS, INC.
 (Exact Name of Registrant as specified in Its Charter)
 
 Delaware
    
    13-3391527(State or Other Jurisdiction
    
    (I.R.S. Employerof Incorporation or Organization)
    
    Identification No.)
 4670 S. Fort Apache Rd., Suite 190, Las Vegas, Nevada 89147
(Address and zip code of principal executive offices)
 (702) 221-7800
(Registrants Telephone Number, Including Area Code)
 Securities registered under Section 12(b) of the Exchange Act:
 Common Stock, $.0001 per Share
    
    NYSE Amex (formerly American Stock Exchange)(Title of Each Class)
    
    (Name of Each Exchange on Which Registered)
 Securities registered under Section 12(g) of the Exchange Act:
 None
(Title of class)
 
 Yes
o No þ
 o
 þ o
 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non Accelerated Filer o
Do not check if smaller reporting company
    
    Smaller reporting company þ
 Yes o No þ
  Documents Incorporated By Reference




---



##### 



TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    2Item 1A. Risk Factors
    
    
    15Item 1B. Unresolved Staff Comments
    
    
    21Item 2. Properties
    
    
    21Item 3. Legal Proceedings
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    22Item 6. Selected Financial Data
    
    
    23Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    36Item 8. Financial Statements and Supplementary Data
    
    
    37Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    57Item 9A (T). Controls and Procedures
    
    
    57Item 9B. Other Information
    
    
    57PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    58Item 11. Executive Compensation
    
    
    58Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    58Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    58Item 14 Principal Accountants Fees and Services
    
    
    58Item 15. Exhibits, Financial Statement Schedules
    
    
    59Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32.1




---



##### Table of Contents



PART I
 
 Item 1. Business.
 BACKGROUND
   Projects Currently Operating
 Harrington Raceway and Casino, Delaware
     2




---



##### Table of Contents



Stockmans Casino
    Projects in Development
 Nottawaseppi Huron Band of PotawatomiBattle Creek, Michigan
    3




---



##### Table of Contents



4




---



##### Table of Contents



Northern Cheyenne Tribe  Decker, Montana
  Discontinued Projects
 Nambé Pueblo Indian Tribe  Santa Fe, New Mexico
  Hard Rock Casino, Biloxi, Mississippi
   5




---



##### Table of Contents



Navajo Nation  New Mexico
  GOVERNMENT REGULATION
     Delaware Regulatory Matters
   
    
    type and number of games permitted;
    
    pricing of games;
    
    numbers and sizes of prizes;
    
    manner of payment;
    
    value of bills, coins or tokens needed to play;
    
    requirements for licensing agents and service providers;
  6




---



##### Table of Contents




    
    standards for advertising, marketing and promotional materials used by licensed agents;
    
    procedures for accounting and reporting;
    
    registration, kind, type, number and location of video lottery (slot) machines on a
licensed agents premises;
    
    security arrangements for the video lottery system; and
    
    reporting and auditing of financial information of licensed agents.
    Nevada Regulatory Matters
   
    
    the character of persons having any direct or indirect involvement with gaming to
prevent unsavory or unsuitable persons from having a direct or indirect involvement with
gaming at any time or in any capacity;
    
    application of appropriate accounting practices and procedures;
    
    maintenance of effective control over the financial practices and financial stability
of licensees, including procedures for internal controls and the safeguarding of assets and
revenues;
    
    record-keeping and reporting to the Nevada gaming authorities;
    
    fair operation of games; and
    
    the raising of revenues through taxation and licensing fees.
 
  7




---



##### Table of Contents




    
    pay that person any dividend or interest upon our voting securities;
    
    allow that person to exercise, directly or indirectly, any voting right conferred
through securities held by that person; or
    
    give remuneration in any form to that person.
 
  8




---



##### Table of Contents




    
    pay to the unsuitable person any dividends, interest or any distribution whatsoever;
    
    recognize any voting right by such unsuitable person in connection with such
securities;
    
    pay the unsuitable person remuneration in any form; or
    
    make any payment to the unsuitable person by way of principal, redemption, conversion;
exchange, liquidation or similar transaction.
    
    
    assure the financial stability of corporate gaming licensees and their affiliates;
    
    preserve the beneficial aspects of conducting business in the corporate form; and
    
    promote a neutral environment for the orderly governance of corporate affairs.
   9




---



##### Table of Contents




    
    knowingly violates any laws of the foreign jurisdiction pertaining to the foreign
gaming operation;
    
    fails to conduct the foreign gaming operation in accordance with the standards of
honesty and integrity required of Nevada gaming operations;
    
    engages in any activity or enters into any association that is unsuitable because it
poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to
reflect, discredit or disrepute upon the State of Nevada or gaming in Nevada, or is
contrary to the gaming policies of Nevada;
    
    engages in activities or enters into associations that are harmful to the State of
Nevada or its ability to collect gaming taxes and fees; or
    
    employs, contracts with or associates with a person in the foreign operation who has
been denied a license or a finding of suitability in Nevada on the ground of unsuitability.
  Indian Gaming
    
    
    inspect and examine certain Indian gaming facilities;
    
    perform background checks on persons associated with Indian gaming;
    
    inspect, copy and audit all records of Indian gaming facilities;
    
    hold hearings, issue subpoenas, take depositions, and adopt regulations; and
    
    penalize violators of the Regulatory Act.
   10




---



##### Table of Contents




    
    ownership;
    
    security;
    
    personnel background;
    
    record keeping and auditing of the tribes gaming enterprises;
    
    use of the revenues from gaming; and
    
    protection of the environment and the public health and safety.
  
    
    adequate accounting procedures and verifiable financial reports, copies of which must
be furnished to the tribe;
 
    
    tribal access to the daily operations of the gaming enterprise, including the right to
verify gross revenues and income;
 
    
    minimum guaranteed payments to the tribe, which must have priority over the retirement
of development and construction costs;
 
    
    a ceiling on the repayment of such development and construction costs; and
 
    
    a contract term not exceeding five years and a management fee not exceeding 30% of
profits and a determination by the chairman of the NIGC that the fee is reasonable
considering the circumstances; provided that the NIGC may approve up to a seven year term
and a management fee not to exceed 40% of net revenues if the NIGC is satisfied that the
capital investment required or the income projections for the particular gaming activity
justify the larger profit allocation and longer term.
  
    
    each person with management responsibility for a management agreement;
    
    each of our directors; and
    
    the ten persons who have the greatest direct or indirect financial interest in a
management agreement to which we are a party.
  
    
    is an elected member of the Indian tribal government that owns the facility being
managed;
 
    
    has been or is convicted of a felony or misdemeanor gaming offense;
 
    
    has knowingly and willfully provided materially false information to the NIGC or a
tribe;
  11




---



##### Table of Contents




    
    has refused to respond to questions from the NIGC;
 
    
    is a person whose prior history, reputation and associations pose a threat to the
public interest or to effective gaming regulation and control, or create or enhance the
chance of unsuitable, unfair or illegal activities in gaming or the business and financial
arrangements incidental thereto; or
 
    
    has tried to influence any decision or process of tribal government relating to gaming.
  
    
    the management company has materially breached the terms of the management agreement,
or the tribes gaming ordinance; or
 
    
    a trustee, exercising the skill and diligence to which a trustee is commonly held,
would not approve such management agreement.
 e.g e.g e.g
    
    
    which additional states, if any, will approve casino gaming on Indian Land;
    
    the timing of any such approval;
    
    the types of gaming permitted by each tribal-state compact;
    
    any limits on the number of gaming machines allowed per facility; or
    
    whether states will attempt to renegotiate or take other steps that may affect existing
compacts.
    12




---



##### Table of Contents



Huron Tribal Gaming Commission
   Costs and Effects of Compliance with Environmental Laws
    COMPETITION
   13




---



##### Table of Contents



EMPLOYEES
   14




---



##### Table of Contents



Item 1A. Risk Factors.
  Development of new casinos is subject to many risks, some of which we may not be able to
control 
  
    
    shortages of materials or skilled labor;
    
    unforeseen engineering, environmental and/or geological problems;
    
    work stoppages;
    
    weather interference;
    
    unanticipated cost increases; and
    
    unavailability of construction equipment.
  We have a limited base of operations 
 Adverse changes in discretionary consumer spending would decrease our gaming revenues 
  15




---



##### Table of Contents



We will need additional capital to fund development projects and pursue additional gaming
opportunities 
 We have limited recourse against tribal assets 
 The Indian tribes have sovereign powers and we may be unable therefore to enforce remedies
against them 
 The waiver of sovereign immunity and jurisdiction provisions in our agreements may not be
enforceable and thus we may be further limited in recourse with respect to Indian tribes and their
assets 
   16




---



##### Table of Contents



We are dependent on our key employees and may not find suitable replacements if our key
personnel are no longer available to us 
 The gaming industry is subject to many risks, including adverse economic and political
conditions and changes in the legislative and land use regulatory climate 
 
    
    competition in the form of other gaming facilities and entertainment opportunities;
    
    changes in regional and local population and disposable income;
    
    unanticipated increases in operating costs;
    
    restrictive changes in zoning and similar land use laws and regulations, or in health,
safety and environmental laws, rules and regulations;
    
    risks inherent in owning, financing and developing real estate as part of our casino
operations;
    
    the inability to secure property and liability insurance to fully protect against all
losses, or to obtain such insurance at reasonable costs;
    
    inability to hire trained and knowledgeable managers and supervisors;
    
    inability to hire a sufficient number of employees to maintain our desired level of
operations;
    
    seasonality;
    
    changes or cancellations in local tourist, recreational or cultural events; and
    
    changes in travel patterns or preferences (which may be affected by increases in
gasoline prices, changes in airline schedules and fares, strikes, weather patterns or
relocation or construction of highways).
  17




---



##### Table of Contents



Our management agreements for gaming facilities are of limited duration 
 We may be unable to successfully compete with other gaming activities 
 We have pledged some of our assets as collateral 
 Our current and future credit agreements impose restrictions on us which may prevent us from
engaging in transactions that might benefit us, including responding to changing business and
economic conditions or securing additional financing, if needed 
 
    
    making investments in excess of specified amounts;
    
    incurring additional indebtedness in excess of a specified amount;
    
    paying cash dividends;
    
    making capital expenditures in excess of a specified amount;
    
    creating certain liens;
    
    prepaying our other indebtedness;
    
    engaging in certain mergers or combinations; and
    
    engaging in transactions that would result in a change of control of our company.
  18




---



##### Table of Contents



Naval Air Station Fallon is a significant part of the economy of Fallon, Nevada, the site of
Stockmans Casino 
 We will need to make substantial financial and manpower investments in order to assess our
internal controls over financial reporting, and our internal controls over financial reporting may
be found to be deficient 
  Inability to obtain and maintain necessary approvals from various gaming regulators will limit
our expansion and our operations 
   19




---



##### Table of Contents



The proposed site for the Northern Cheyenne Tribe project requires approvals before
development on the land can begin 
 Our management agreements with the various tribes are subject to governmental or regulatory
modification 
 The rate of taxation on gaming profits may not be predictable 
 Our controlling stockholder has significant influence over management 
 We have the right under our amended and restated charter to redeem our capital stock under
certain circumstances 
 There are trading risks for low priced stocks 
  20




---



##### Table of Contents



Our stock price may be volatile because of factors beyond our control and you may lose all or
a part of your investment 
 
    
    our failure to meet financial analysts performance expectations;
    
    changes in earnings estimates and recommendations by financial analysts;
    
    actual or anticipated variations in our quarterly results of operations;
    
    changes in market valuations of similar companies;
    
    announcements by us or our competitors of significant contracts, acquisitions,
renovations, joint ventures or capital commitments;
    
    regulatory action or changes; or
    
    general market, political and economic conditions.
 Our common stock is thinly-traded 
 
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties.
    21




---



##### Table of Contents



Item 3. Legal Proceedings.
   
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 PART II
 
 Item 5.
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
  High
    
    
    LowYear Ended December 31, 2008First Quarter
    
    $
    2.80
    
    
    $
    1.26Second Quarter
    
    
    2.59
    
    
    
    1.44Third Quarter
    
    
    2.13
    
    
    
    1.35Fourth Quarter
    
    
    1.55
    
    
    
    0.95Year Ended December 31, 2007First Quarter
    
    $
    4.70
    
    
    $
    3.40Second Quarter
    
    
    4.10
    
    
    
    3.35Third Quarter
    
    
    4.00
    
    
    
    2.75Fourth Quarter
    
    
    3.21
    
    
    
    2.00
   22




---



##### Table of Contents



ApproximateTotal number
    
    
    dollar value ofTotal
    
    
    Weighted-
    
    
    of shares
    
    
    shares that maynumber of
    
    
    average
    
    
    purchased as part
    
    
    yet be purchasedshares
    
    
    price paid
    
    
    of publicly
    
    
    under the plans orPeriod
    
    purchased
    
    
    per share
    
    
    announced plan
    
    
    programs07/01/2008 
07/31/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,000,00008/01/2008 
08/31/2008
    
    
    8,600
    
    
    $
    1.64
    
    
    
    8,600
    
    
    
    985,87209/01/2008 
09/30/2008
    
    
    111,071
    
    
    
    1.48
    
    
    
    111,071
    
    
    
    821,63710/01/2008 
10/31/2008
    
    
    690,341
    
    
    
    1.24
    
    
    
    690,341
    
    
    
    962,53811/01/2008 
11/30/2008
    
    
    320,302
    
    
    
    1.05
    
    
    
    320,302
    
    
    
    625,23012/01/2008 
12/31/2008
    
    
    80,100
    
    
    
    1.16
    
    
    
    80,100
    
    
    
    531,9891,210,414
    
    
    $
    1.21
    
    
    
    1,210,414
  
 Item 6. Selected Financial Data
   23




---



##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Forward Looking Statements
   
    
    our growth strategies;
    
    our development and potential acquisition of new facilities;
    
    risks related to development and construction activities;
    
    anticipated trends in the gaming industries;
    
    patron demographics;
    
    general market and economic conditions;
    
    access to capital and credit, including our ability to finance future business
requirements;
    
    the availability of adequate levels of insurance;
    
    changes in federal, state, and local laws and regulations, including environmental and
gaming license legislation and regulations;
    
    regulatory approvals;
    
    competitive environment;
    
    risks, uncertainties and other factors described from time to time in this and our
other SEC filings and reports.
  Overview
   24




---



##### Table of Contents



Critical Accounting Estimates and Policies
   Long-term assets related to Indian casino projects
 ,
Recognition of Interest Income and Balance Sheet Classification of Structure Notes
    25




---



##### Table of Contents




    
    the federal Bureau of Indian Affairs, or BIA, recognizes the tribe;
    
    the tribe has the right to acquire land to be used as a casino site;
    
    the Department of the Interior has put the land into trust as a casino site;
    
    the tribe has a gaming compact with the state government;
    
    the NIGC has approved a proposed management agreement; and
    
    other legal or political obstacles exist or are likely to occur.
  
    
    a certain minimum monthly priority payment to the tribe;
    
    repayment of various senior debt associated with construction and equipping of the
casino with interest accrued thereon;
    
    repayment of various debt with interest accrued thereon due to us;
    
    management fee to us;
    
    other obligations; and
    
    the remaining funds distributed to the tribe.
 Notes receivable
     26




---



##### Table of Contents



Contract rights
   Summary of long-term assets related to Indian casino projects
  2008
    
    
    2007Fire Keepers:Notes receivable, tribal governments
    
    $
    4,097,002
    
    
    $
    11,189,359Contract rights, net
    
    
    16,636,358
    
    
    
    14,625,96920,733,360
    
    
    
    25,815,328Other projects:Notes receivable, tribal governments
    
    $
    1,017,765
    
    
    $
    989,122Contract rights, net
    
    
    159,194
    
    
    
    135,1641,176,959
    
    
    
    1,124,286$
    21,910,319
    
    
    $
    26,939,614
  27




---



##### Table of Contents




    
    the tribe is federally recognized;
 
    
    adequate land for the proposed casino resort has been placed in trust;
 
    
    the tribe has a valid gaming compact with the State of Michigan;
 
    
    the NIGC approved the management agreement;
 
    
    the BIA issued a record of decision approving the final environmental impact statement
in September 2006;
 
    
    project financing was obtained in May 2008;
 
    
    construction commenced, with an anticipated construction period of approximately 15
months; and
 
    
    construction to date has progressed on schedule.
      28




---



##### Table of Contents



2008
    
    
    2007Aggregate face amount of the notes receivable
(including interest)
    
    $
    6,281,329
    
    
    $
    14,084,100Estimated years until opening of casino:FireKeepers
    
    
    .75
    
    
    
    1.50Montana
    
    
    1.75
    
    
    
    1.75Discount rate:FireKeepers
    
    
    17.0
    %
    
    
    17.5
    %Montana
    
    
    23.0
    %
    
    
    22.5
    %Estimated probability of the casino opening as expected:FireKeepers
    
    
    96
    %
    
    
    96
    %Montana
    
    
    70
    %
    
    
    80
    %
   
    
    S&P 500, 10 and 15-year average benchmark investment returns (medium-term horizon
risk premiums);
 
    
    Risk-free investment return equal to the trailing 10-year average for 90-day Treasury
Bills;
 
    
    Investment beta factor equal to the unlevered five-year average for the hotel/gaming
industry; and
 
    
    Project-specific adjustments based on typical size premiums for micro-cap and
low-cap companies using 10 and 15-year averages, and the status of outstanding
required regulatory approvals and/or litigation, if any.
   29




---



##### Table of Contents



2008
    
    
    2007Discount rate increases 2.5%
    
    $
    (106,972
    )
    
    $
    (347,790
    )Discount rate decreases 2.5%
    
    
    112,245
    
    
    
    366,793Forecasted opening date delayed one quarter
    
    
    (157,696
    )
    
    
    (442,085
    )Forecasted opening date accelerated one quarter
    
    
    164,009
    
    
    
    460,273
   December 31, 2008
    
    FireKeepers
    
    
    New Mexico
    
    
    Montana
    
    
    TotalNotes receivable
    
    $
    4,097,002
    
    
    $
    444,996
    
    
    $
    572,769
    
    
    $
    5,114,767Contract rights
    
    
    16,636,358
    
    
    
    
    
    
    
    159,194
    
    
    
    16,795,552$
    20,733,360
    
    
    $
    444,996
    
    
    $
    731,963
    
    
    $
    21,910,319
   Recently Issued Accounting Pronouncements
 Fair Value Measurements Determining the Fair Value of Financial Asset when the Market for
that Asset is not Active
 Noncontrolling Interests in Consolidated
Financial Statements-an amendment of ARB No. 51,
 Business Combinations
  30




---



##### Table of Contents



Results of Operations
 Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
 Operating revenues from continuing operations.
 Operating costs and expenses from continuing operations.
 Project development costs.
 Selling, general and administrative expense.
 Depreciation and amortization.
 Operating gains (losses).
 Other income (expense).
  31




---



##### Table of Contents



Income taxes.
 Liquidity and Capital Resources
        32




---



##### Table of Contents



33




---



##### Table of Contents



Indian casino projects
       34




---



##### Table of Contents



Other
    35




---



##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
     36




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data.
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
   37




---



##### Table of Contents



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2008 AND 2007
 2008
    
    
    2007ASSETSCurrent assetsCash and equivalents
    
    $
    5,304,755
    
    
    $
    7,975,860Accounts receivable, net of allowance for doubtful accounts of $20,000
and $20,000
    
    
    597,848
    
    
    
    319,865Prepaid expenses
    
    
    504,021
    
    
    
    351,658Deposits and other current assets
    
    
    98,209
    
    
    
    172,120Deferred tax asset
    
    
    293,598
    
    
    
    340,489Assets held for sale
    
    
    45,000
    
    
    
    6,960,7626,843,431
    
    
    
    16,120,754Property and equipment, net of accumulated depreciation, of $4,985,766 and
$3,848,439
    
    
    8,630,024
    
    
    
    9,227,113Long-term assets related to tribal casino projectsNotes receivable
    
    
    5,114,767
    
    
    
    12,178,481Contract rights, net of accumulated amortization of $729,228 and $670,927
    
    
    16,795,552
    
    
    
    14,761,13321,910,319
    
    
    
    26,939,614Other long-term assetsGoodwill
    
    
    10,308,520
    
    
    
    10,308,520Deposits and other
    
    
    775,829
    
    
    
    868,26511,084,349
    
    
    
    11,176,785$
    48,468,123
    
    
    $
    63,464,266LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt
    
    $
    225,224
    
    
    $
    259,124Accounts payable
    
    
    239,059
    
    
    
    274,411Accrued expenses
    
    
    1,021,817
    
    
    
    1,364,2931,486,100
    
    
    
    1,897,828Long-term debt due to joint venture affiliate, including accrued interest
of $153,610 and $17,231 net of current portion
    
    
    3,137,600
    
    
    
    1,272,709Other long-term debt, net of current portion
    
    
    3,066,639
    
    
    
    21,693,314Deferred tax liability
    
    
    1,594,424
    
    
    
    699,5129,284,763
    
    
    
    25,563,363Non-controlling interest in consolidated joint venture
    
    
    4,600,068
    
    
    
    4,232,775Stockholders equityCommon stock, $.0001 par value, 25,000,000 shares authorized; 19,350,276
shares issued and 18,139,862 shares outstanding in 2008, and 19,342,276
shares issued and outstanding in 2007
    
    
    1,935
    
    
    
    1,934Additional paid-in capital
    
    
    42,356,098
    
    
    
    41,557,043Treasury stock,1,210,414 shares at cost
    
    
    (1,502,182
    )
    
    
    Deficit
    
    
    (6,272,559
    )
    
    
    (7,890,849
    )34,583,292
    
    
    
    33,668,128$
    48,468,123
    
    
    $
    63,464,266
   38




---



##### Table of Contents



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 2008
    
    
    2007RevenuesCasino
    
    $
    7,483,644
    
    
    $
    7,228,181Food and beverage
    
    
    2,099,222
    
    
    
    1,810,047Other operating income
    
    
    89,075
    
    
    
    526,1839,671,941
    
    
    
    9,564,411Operating costs and expensesCasino
    
    
    2,399,012
    
    
    
    2,312,587Food and beverage
    
    
    2,321,907
    
    
    
    1,876,532Project development costs
    
    
    151,120
    
    
    
    431,437Selling, general and administrative
    
    
    6,262,084
    
    
    
    6,811,321Depreciation and amortization
    
    
    1,213,636
    
    
    
    1,016,49412,347,759
    
    
    
    12,448,371Operating gains (losses)Equity in net income of unconsolidated joint venture and related
guaranteed payments
    
    
    4,772,248
    
    
    
    4,270,000Unrealized gains on notes receivable, tribal governments
    
    
    2,103,630
    
    
    
    839,749Impairment and settlement losses
    
    
    (585,000
    )
    
    
    (407,534
    )6,290,878
    
    
    
    4,702,215Income from continuing operations before other income (expense) and
income taxes
    
    
    3,615,060
    
    
    
    1,818,255Other income (expense)Interest and other income
    
    
    171,962
    
    
    
    745,656Interest expense
    
    
    (532,499
    )
    
    
    (1,270,857
    )Non-controlling interest in net income of consolidated joint venture
    
    
    (367,293
    )
    
    
    (197,733
    )Income from continuing operations before income taxes
    
    
    2,887,230
    
    
    
    1,095,321Income taxes
    
    
    (1,307,085
    )
    
    
    (441,024
    )Income from continuing operations
    
    
    1,580,145
    
    
    
    654,297Income from discontinued operations, net of tax
    
    
    38,145
    
    
    
    286,294Net income
    
    $
    1,618,290
    
    
    $
    940,591Income from continuing operations per common shareBasic and diluted
    
    $
    0.08
    
    
    $
    0.03Income from discontinued operations per common shareBasic and diluted
    
    $
    0.00
    
    
    $
    0.02Net income per common shareBasic and diluted
    
    $
    0.08
    
    
    $
    0.05Weighted-average number of common shares outstandingBasic and diluted
    
    
    19,116,311
    
    
    
    19,304,251
   39




---



##### Table of Contents



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 Additional
    
    
    
    
    
    
    TotalCommon stock
    
    
    Treasury stock
    
    
    paid-in
    
    
    
    
    
    
    stockholders2008
    
    Shares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    capital
    
    
    Deficit
    
    
    equityBeginning balance
    
    
    19,342,276
    
    
    $
    1,934
    
    
    
    
    
    
    
    
    
    
    $
    41,557,043
    
    
    $
    (7,890,849
    )
    
    $
    33,668,128Previously
deferred
share-based
compensation
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    839,753
    
    
    
    
    
    
    
    839,753Issuance of
common stock
    
    
    8,000
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    14,399
    
    
    
    
    
    
    
    14,400Purchase of
treasury stock
    
    
    
    
    
    
    
    
    
    
    1,210,414
    
    
    
    (1,502,182
    )
    
    
    
    
    
    
    
    
    
    
    (1,502,182
    )Income tax
expense
share-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,097
    )
    
    
    
    
    
    
    (55,097
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,618,290
    
    
    
    1,618,290Ending balance
    
    
    19,350,276
    
    
    $
    1,935
    
    
    
    1,210,414
    
    
    $
    ( 1,502,182
    )
    
    $
    42,356,098
    
    
    $
    (6,272,559
    )
    
    $
    34,583,292
 Additional
    
    
    
    
    
    
    TotalPreferred stock
    
    
    Common stock
    
    
    paid-In
    
    
    
    
    
    
    stockholders2007
    
    Shares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    capital
    
    
    Deficit
    
    
    equityBeginning balance
    
    
    700,000
    
    
    $
    70
    
    
    
    18,408,380
    
    
    $
    1,841
    
    
    $
    39,949,282
    
    
    $
    (8,831,440
    )
    
    $
    31,119,753Conversion of preferred stock
    
    
    (700,000
    )
    
    
    (70
    )
    
    
    700,000
    
    
    
    70
    
    
    
    
    
    
    
    
    
    
    
    Issuance of restricted stock
grants
    
    
    
    
    
    
    
    
    
    
    130,000
    
    
    
    13
    
    
    
    (13
    )
    
    
    
    
    
    
    Issuance of stock on options
exercised
    
    
    
    
    
    
    
    
    
    
    103,896
    
    
    
    10
    
    
    
    (10
    )
    
    
    
    
    
    
    Previously deferred share-based
compensation recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,576,652
    
    
    
    
    
    
    
    1,576,652Income tax benefit share-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,132
    
    
    
    
    
    
    
    31,132Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    940,591
    
    
    
    940,591Ending balance
    
    
    
    
    
    $
    
    
    
    
    19,342,276
    
    
    $
    1,934
    
    
    $
    41,557,043
    
    
    $
    (7,890,849
    )
    
    $
    33,668,128
   40




---



##### Table of Contents



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    1,618,290
    
    
    $
    940,591Adjustments to reconcile net income to net cash provided by operating activities:Equity in net income of unconsolidated investee
    
    
    (3,691,146
    )
    
    
    (4,270,000
    )Non-controlling interest in consolidated joint venture
    
    
    367,293
    
    
    
    197,733Distributions from unconsolidated investee and management fees
    
    
    3,525,232
    
    
    
    4,096,698Unrealized gain on notes receivable, tribal governments
    
    
    (2,103,630
    )
    
    
    (839,749
    )Depreciation, including $250,957 related to discontinued operations in 2007
    
    
    1,155,334
    
    
    
    1,204,268Amortization of gaming and other rights, including $3,977 related to
discontinued operations in 2007
    
    
    58,301
    
    
    
    66,005Deferred tax liability
    
    
    894,912
    
    
    
    (181,435
    )Deferred tax asset
    
    
    46,891
    
    
    
    699,512Impairment losses
    
    
    85,000
    
    
    
    407,534Share-based compensation
    
    
    799,056
    
    
    
    1,576,653Other deposits
    
    
    13,132
    
    
    
    Increases in operating (assets) and liabilities:Accounts receivable
    
    
    (277,983
    )
    
    
    (93,498
    )Prepaid expenses
    
    
    (152,362
    )
    
    
    (46,042
    )Deposits and other current assets
    
    
    73,909
    
    
    
    229,741Accounts payable and accrued expenses
    
    
    (135,344
    )
    
    
    362,106Income taxes payable
    
    
    
    
    
    
    (237,623
    )Net cash provided by operating activities
    
    
    2,276,885
    
    
    
    4,112,494Cash flows from investing activities:Advances to tribal governments, excluding ($2,123) and $18,312 (recovered) and
expensed
    
    
    (86,123
    )
    
    
    (342,950
    )Deposits and other costs of the Stockmans Casino acquisition, net
    
    
    
    
    
    
    (9,262,274
    )Net proceeds from sale of hotel
    
    
    6,961,020
    
    
    
    Acquisition of contract rights and other assets
    
    
    (2,092,720
    )
    
    
    (320,510
    )Collection of tribal note receivable
    
    
    9,253,467
    
    
    
    Purchase of property and equipment
    
    
    (549,389
    )
    
    
    (412,218
    )Other
    
    
    
    
    
    
    (92,202
    )Net cash provided by (used in) investing activities
    
    
    13,486,255
    
    
    
    (10,430,154
    )Cash flows from financing activities:Repayment of long-term debt
    
    
    (18,660,575
    )
    
    
    (4,794,378
    )Preferred dividend
    
    
    
    
    
    
    (3,042,084
    )Borrowings
    
    
    1,728,512
    
    
    
    12,500Purchase of treasury stock
    
    
    (1,502,182
    )
    
    
    Net cash used in financing activities
    
    
    (18,434,245
    )
    
    
    (7,823,962
    )Net decrease in cash and equivalents
    
    
    (2,671,105
    )
    
    
    (14,141,622
    )Cash and equivalents, beginning of year
    
    
    7,975,860
    
    
    
    22,117,482Cash and equivalents, end of year
    
    $
    5,304,755
    
    
    $
    7,975,860
 2008
    
    
    2007SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    $
    440,561
    
    
    $
    959,546Cash paid for income taxes
    
    $
    815,210
    
    
    $
    680,777NON-CASH INVESTING AND FINANCING ACTIVITIES:Capital expenditures financed with accounts payable
    
    $
    8,856
    
    
    $
    157,751Capitalized share-based compensation costs
    
    
    
    
    
    $
    476,000Contract rights acquired with long-term debt
    
    
    
    
    
    $
    9,500,000Conversion of long-term debt to capital contribution in consolidated joint
venture
    
    
    
    
    
    $
    2,000,000Transfer of land previously held for development to other assets
    
    
    
    
    
    $
    130,000Transfer of land, property, equipment and goodwill, net to assets held for sale
    
    
    
    
    
    $
    6,960,762Acquisition of Stockmans Casino:Net cash paid (including capitalized loan costs of $214,295 and cash
incentive of $730,812)
    
    
    
    
    
    $
    9,262,274Fair value of non-cash assets acquired
    
    
    
    
    
    $
    17,806,346Liabilities assumed
    
    
    
    
    
    $
    407,071
   41




---



##### Table of Contents



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. ORGANIZATION, NATURE AND HISTORY OF OPERATIONS
 Nature of operations and key relationships
 GED.
  GEM.
   Stockmans
  42




---



##### Table of Contents



Other.
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of presentation. Consolidation
of Variable Interest Entities
 Cash equivalents.
 Concentrations and economic risks and uncertainties.
     43




---



##### Table of Contents



Discontinued operations and assets held for sale.
 Property and equipment.
 Debt issuance costs.
 Investment in unconsolidated joint venture.
 Long-term assets related to Indian casino projects.
 Fair Value Measurements Determining the Fair Value of Financial Asset when the market for that asset is
not active
 The
Fair Value Option for Financial Assets and Financial Liabilities
   i.e etc
  44




---



##### Table of Contents




    
    S&P 500, average benchmark investment returns (medium-term horizon risk premiums);
    
    Risk free investment return equal to the trailing 10-year average for 90-day treasury
bills;
    
    Investment beta factor equal to the average of a peer group of similar entities in the
hotel and gaming industry;
    
    Project-specific adjustments based on the status of the project (i.e., litigation,
regulatory approvals, tribal politics, etc.), and typical size premiums for micro-cap and
low-cap companies.
  Accounting by Creditors for Impairment of a Loan.
  Goodwill.
 Fair value of financial instruments.
 Revenue recognition and promotional allowances.
   45




---



##### Table of Contents



Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendors Products.)
   2008
    
    
    2007Food and beverage
    
    $
    137,360
    
    
    $
    164,272Cash incentives
    
    
    586,582
    
    
    
    577,615Other incentives
    
    
    1,251
    
    
    
    17,423$
    725,193
    
    
    $
    759,310
 Share-based compensation Share-Based Payment
  Legal defense costs.
 Earnings per common share.
 Use of estimates.
  46




---



##### Table of Contents



Reclassifications.
 3. ACQUISITION OF STOCKMANS CASINO
    Land
    
    $
    2,723,406Improvements
    
    
    9,960,000Personal property
    
    
    3,980,000Goodwill
    
    
    10,331,128Other
    
    
    1,142,940$
    28,137,474
  2007Net revenues
    
    $
    17,608,642Net income
    
    
    1,004,410Earnings per share, basic and diluted
    
    $
    0.06
 4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
    47




---



##### Table of Contents



CONDENSED BALANCE SHEET INFORMATION
 2008
    
    
    2007Total assets
    
    $
    636,553
    
    
    $
    665,493Total liabilities
    
    
    516,936
    
    
    
    877,704Members capital (deficiency)
    
    
    119,617
    
    
    
    (212,211
    )
 CONDENSED STATEMENT OF INCOME INFORMATION
 2008
    
    
    2007Revenues
    
    $
    24,816,268
    
    
    $
    23,131,588Net income
    
    
    7,382,290
    
    
    
    7,944,170
 5. NOTES RECEIVABLE, TRIBAL GOVERNMENTS
   2008
    
    
    2007Contractual (stated) amount ( including interest)FireKeepers Development Authority
    
    $
    5,000,000
    
    
    $
    12,857,593Others
    
    
    1,281,329
    
    
    
    1,226,507$
    6,281,329
    
    
    $
    14,084,100Estimated fair value of notes receivable related to tribal casino projectsFireKeepers Development Authority
    
    $
    4,097,002
    
    
    $
    11,189,358Others
    
    
    1,017,765
    
    
    
    989,123$
    5,114,767
    
    
    $
    12,178,481
    48




---



##### Table of Contents



2008Michigan TribeTotal
    
    
    Authority
    
    
    Other tribesBalances, January 1, 2008
    
    $
    12,178,481
    
    
    $
    11,189,358
    
    
    $
    989,123Total advances
    
    
    108,029
    
    
    
    
    
    
    
    108,029Advances allocated to contract rights
    
    
    (24,030
    )
    
    
    
    
    
    
    (24,030
    )Advances expensed as period costs
    
    
    2,124
    
    
    
    2,124
    
    
    
    Repayment of notes receivable
    
    
    (9,253,467
    )
    
    
    (9,253,467
    )
    
    
    Unrealized gains
    
    
    2,103,630
    
    
    
    2,158,987
    
    
    
    (55,357
    )Balances, December 31, 2008
    
    $
    5,114,767
    
    
    $
    4,097,002
    
    
    
    1,017,765
 2007Michigan TribeTotal
    
    
    Authority
    
    
    Other tribesBalances, January 1, 2007
    
    $
    10,995,782
    
    
    $
    10,258,202
    
    
    $
    737,580Total advances
    
    
    431,772
    
    
    
    129,164
    
    
    
    302,608Advances allocated to contract rights
    
    
    (70,510
    )
    
    
    
    
    
    
    (70,510
    )Advances expensed as period costs
    
    
    (18,312
    )
    
    
    (18,312
    )
    
    
    Unrealized gains (losses) included in earnings
    
    
    839,749
    
    
    
    820,304
    
    
    
    19,445Balances, December 31, 2007
    
    $
    12,178,481
    
    
    $
    11,189,358
    
    
    $
    989,123
 6. CONTRACT RIGHTS
  Accumulated2008
    
    Cost
    
    
    amortization
    
    
    NetFireKeepers project, initial cost
    
    $
    4,155,213
    
    
    $
    
    
    
    $
    4,155,213Firekeepers project, additional
    
    
    13,210,373
    
    
    
    (729,228
    )
    
    
    12,481,145Other projects
    
    
    159,194
    
    
    
    
    
    
    
    159,194$
    17,524,780
    
    
    $
    (729,228
    )
    
    $
    16,795,552
 Accumulated2007
    
    Cost
    
    
    amortization
    
    
    NetFirekeepers project, initial cost
    
    $
    4,155,213
    
    
    $
    
    
    
    $
    4,155,213Firekeepers project, additional
    
    
    11,141,683
    
    
    
    (670,927
    )
    
    
    10,470,756Other projects
    
    
    135,164
    
    
    
    
    
    
    
    135,164$
    15,432,060
    
    
    $
    (670,927
    )
    
    $
    14,761,133
   49




---



##### Table of Contents



7. ASSETS HELD FOR SALE
    2008
    
    
    2007Land
    
    $
    45,000
    
    
    $
    1,078,661Buildings and improvements
    
    
    
    
    
    
    6,414,273Furniture and equipment
    
    
    
    
    
    
    1,848,712Goodwill
    
    
    
    
    
    
    22,608Other
    
    
    
    
    
    
    89,50045,000
    
    
    
    9,453,754Less accumulated depreciation
    
    
    
    
    
    
    (2,492,992
    )$
    45,000
    
    
    $
    6,960,762
   50




---



##### Table of Contents



8. SUMMARY FINANCIAL INFORMATION FOR DISCONTINUED OPERATIONS
  2008
    
    
    2007Net revenues
    
    $
    251,337
    
    
    $
    1,938,532Operating expenses
    
    
    (189,815
    )
    
    
    (1,249,819
    )Depreciation and amortization
    
    
    
    
    
    
    (254,935
    )Income taxes
    
    
    (23,377
    )
    
    
    (147,484
    )Income from discontinued operations
    
    $
    38,145
    
    
    $
    286,294
 9. PROPERTY AND EQUIPMENT
  Estimatedusefullife
    
    
    2008
    
    
    2007Land
    
    
    
    
    
    $
    1,885,400
    
    
    $
    1,885,400Buildings and improvements
    
    
    1039
    
    
    
    5,580,045
    
    
    
    5,543,233Furniture and equipment
    
    
    57
    
    
    
    6,150,345
    
    
    
    5,518,197Construction in progress
    
    
    
    
    
    
    
    
    
    
    128,72213,615,790
    
    
    
    13,075,552Less accumulated depreciation
    
    
    
    
    
    
    (4,985,766
    )
    
    
    (3,848,439
    )$
    8,630,024
    
    
    $
    9,227,113
 10. LONG-TERM DEBT
  2008
    
    
    2007Long-term debt, due to co-venturer (RAM):Promissory notes, expected to be due in
2011, interest at 1% above the prime rate
(4.25% at December 31, 2008 and 8.35% at
December 31, 2007) (including accrued
interest of $153,610 and $17,231)
    
    $
    3,137,600
    
    
    $
    1,272,709
 RAM debt conversion.
 Other long-term debt:
 Reducing revolving loan, due January
31, 2022, interest at 2.1% above the
five year LIBOR/Swap rate, adjusted
annually (7.39% at December 31, 2008
and 2007)
    
    $
    2,469,275
    
    
    $
    11,401,000Long-term obligation related to the
acquisition of contract rights from
Green Acres
    
    
    
    
    
    
    9,500,000Promissory note to Peters Family
Trust, , payable in 60 monthly
installments of principal and interest
(7.44% per anum, through February
2012, and is secured by a second lien
in the Stockmans real property
    
    
    822,588
    
    
    
    1,051,4383,291,863
    
    
    
    21,952,438Less current portion
    
    
    (225,224
    )
    
    
    (259,124
    )$
    3,066,639
    
    
    $
    21,693,314
  51




---



##### Table of Contents



Reducing revolving loan (the Revolver).
  Green Acres.
  2009
    
    $
    225,2242010
    
    $
    263,8092011
    
    $
    3,268,1092012
    
    $
    49,4362013
    
    
    Thereafter
    
    $
    2,469,275
 11. STOCKHOLDERS EQUITY
    52




---



##### Table of Contents



12. INCOME TAXES
 Accounting for Uncertainty in Income Taxes
  2008
    
    
    2007Current:
    
    Federal
    
    $
    241,907
    
    
    $
    (202,801
    )State
    
    
    396,695
    
    
    
    273,368638,602
    
    
    
    70,567Deferred:
    
    Federal
    
    
    691,860
    
    
    
    517,941State
    
    
    
    
    
    
    691,860
    
    
    
    517,9411,330,462
    
    
    
    588,508Less discontinued operations
    
    
    (23,377
    )
    
    
    (147,484
    )Continuing operations
    
    $
    1,307,085
    
    
    $
    441,024
  2008
    
    
    2007Tax provision at U.S. statutory rate
    
    $
    981,658
    
    
    $
    372,410State taxes, net of federal benefit
    
    
    262,469
    
    
    
    181,065Other (benefit)
    
    
    62,958
    
    
    
    (112,451
    )$
    1,307,085
    
    
    $
    441,024
  2008
    
    
    2007Deferred tax assets:Deferred compensation
    
    $
    161,146
    
    
    $
    233,339Accrued bonuses
    
    
    84,280
    
    
    
    57,850Allowance for doubtful accounts
    
    
    6,800
    
    
    
    49,300Depreciation
    
    
    20,224
    
    
    
    87,171Other
    
    
    41,371
    
    
    
    313,821
    
    
    
    427,660Deferred tax liabilities:Income related to Indian casino projects
    
    
    (1,153,989
    )
    
    
    (572,025
    )Goodwill
    
    
    (460,658
    )
    
    
    (214,658
    )(1,614,647
    )
    
    
    (786,683
    )Net deferred tax liability
    
    $
    (1,300,826
    )
    
    $
    (359,023
    )
 13. COMMITMENTS
 Operating leases.
  2009
    
    $
    142,4192010
    
    
    91,5672011
    
    
    65,4722012
    
    
    43,648$
    343,106
  53




---



##### Table of Contents



Financing of Indian gaming projects.
 GEM distributions to member.
 Employment agreements .
 14. SHARE-BASED COMPENSATION PLANS
    54




---



##### Table of Contents



2008
    
    
    2007Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averagegrant date
    
    
    
    
    
    
    grant datevalue (per
    
    
    
    
    
    
    value (perShares
    
    
    share)
    
    
    Shares
    
    
    share)Unvested at beginning of year
    
    
    514,169
    
    
    $
    3.52
    
    
    
    822,500
    
    
    $
    3.43Granted
    
    
    
    
    
    
    
    
    
    
    130,000
    
    
    
    3.66Vested
    
    
    (238,750
    )
    
    
    3.51
    
    
    
    (438,331
    )
    
    
    3.38Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unvested at end of year
    
    
    275,419
    
    
    $
    3.53
    
    
    
    514,169
    
    
    $
    3.52
  2008
    
    
    2007Weighted average
    
    
    Weighted-averageexercise
    
    
    exerciseOptions
    
    
    Price
    
    
    Options
    
    
    PriceOutstanding at beginning of year
    
    
    75,000
    
    
    $
    2.25
    
    
    
    325,000
    
    
    $
    2.25Exercised
    
    
    
    
    
    
    
    
    
    
    (250,000
    )
    
    
    2.25Forfeited
    
    
    (75,000
    )
    
    
    2.25
    
    
    
    
    
    
    
    Outstanding at end of year
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    2.25Exercisable at year-end
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    $
    2.25
  55




---



##### Table of Contents



15. RELATED PARTY TRANSACTIONS
   16. SEGMENT REPORTING
   Development/Casino operations
    
    
    management
    
    
    Corporate
    
    
    Consolidated2008Revenues
    
    $
    9,670,541
    
    
    $
    
    
    
    $
    1,400
    
    
    $
    9,671,941Selling, general and administrative expense
    
    
    1,899,791
    
    
    
    465,589
    
    
    
    3,896,704
    
    
    
    6,262,084Depreciation and amortization
    
    
    1,086,323
    
    
    
    58,637
    
    
    
    68,676
    
    
    
    1,213,636Operating gains
    
    
    
    
    
    
    6,290,878
    
    
    
    
    
    
    
    6,290,878Income (loss) from continuing operations
before other income (expense) and income
taxes
    
    
    1,963,511
    
    
    
    5,620,319
    
    
    
    (3,968,770
    )
    
    
    3,615,060Income (loss) from continuing operations
    
    
    1,971,729
    
    
    
    4,720,528
    
    
    
    (5,112,112
    )
    
    
    1,580,1452007Revenues
    
    $
    9,280,857
    
    
    $
    
    
    
    $
    283,554
    
    
    $
    9,564,411Selling, general and administrative expense
    
    
    1,562,807
    
    
    
    22,700
    
    
    
    5,225,814
    
    
    
    6,811,321Depreciation and amortization
    
    
    946,253
    
    
    
    62,028
    
    
    
    8,213
    
    
    
    1,016,494Operating gains
    
    
    
    
    
    
    4,702,215
    
    
    
    
    
    
    
    4,702,215Income (loss) from continuing operations
before other income (expense) and income
taxes
    
    
    2,582,677
    
    
    
    4,499,104
    
    
    
    (5,263,526
    )
    
    
    1,818,255Income (loss) from continuing operations
    
    
    2,755,644
    
    
    
    4,243,320
    
    
    
    (6,344,667
    )
    
    
    654,297
  56




---



##### Table of Contents



Development/
    
    
    
    
    
    
    Discontinued2008
    
    Casino operations
    
    
    management
    
    
    Corporate
    
    
    operations
    
    
    ConsolidatedAssets
    
    $
    20,468,311
    
    
    $
    22,550,532
    
    
    $
    5,449,280
    
    
    $
    
    
    
    $
    48,468,123Property and equipment, net
    
    
    8,443,650
    
    
    
    1,394
    
    
    
    184,980
    
    
    
    
    
    
    
    8,630,024Goodwill
    
    
    10,308,520
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,308,520Liabilities
    
    
    515,366
    
    
    
    5,620,785
    
    
    
    3,148,612
    
    
    
    
    
    
    
    9,284,763
 Development/
    
    
    
    
    
    
    Discontinued2007
    
    Casino operations
    
    
    management
    
    
    Corporate
    
    
    operations
    
    
    ConsolidatedAssets
    
    $
    21,247,805
    
    
    $
    27,174,172
    
    
    $
    8,081,527
    
    
    $
    6,960,762
    
    
    $
    63,464,266Property and equipment, net
    
    
    9,081,356
    
    
    
    
    
    
    
    145,757
    
    
    
    
    
    
    
    9,227,113Goodwill
    
    
    10,308,520
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,308,520Liabilities
    
    
    631,425
    
    
    
    13,178,507
    
    
    
    11,753,431
    
    
    
    
    
    
    
    25,563,363
 17. SUBSEQUENT EVENTS
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A (T). Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
 Evaluation of Internal Control Over Financial Reporting
   
 Item 9B. Other Information.
   57




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
  
 Item 11. Executive Compensation.
  
 Item 12.

    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
  
 Item 14. Principal Accountants Fees and Services.
   58




---



##### Table of Contents



Item 15. Exhibits, Financial Statement Schedules.
 (a)1.
    
    Financial statements of the Company (including related notes to consolidated
financial statements) filed as part of this report are listed below:
 
    
    Report of Independent Registered Public Accounting Firm;
    
    Consolidated Balance Sheets as of December 31, 2008 and 2007;
    
    Consolidated Statements of Operations for the years ended December 31, 2008 and
2007;
    
    Consolidated Statements of Stockholders Equity for the years ended December
31, 2008 and 2007;
    
    Consolidated Statements of Cash Flows for the years ended December 31, 2008 and
2007;
    
    Notes to Consolidated Financial Statements.2. Exhibits
 ExhibitNumber
    
    Exhibit Description2.1
    
    
    Assignment and Sale Agreement dated March 30, 2001 by and among GTECH
Corporation, Dreamport, Inc., GTECH Gaming Subsidiary 2 Corporation, Full
House Resorts, Inc., and Full House Subsidiary, Inc. (Incorporated by
reference to Full Houses Current Report on Form 8-K as filed with the
Securities and Exchange Commission on April 12, 2001)2.2
    
    
    Stock Purchase Agreement, dated April 6, 2006, between Full House
Resorts, Inc. and the James R. Peters Family Trust. (Incorporated by
reference to Exhibit 2.1 to Full Houses Current Report on Form 8-K as
filed with the Securities and Exchange Commission on April 10, 2006)3.1
    
    
    Certificate of Incorporation as amended to date (Incorporated by
reference to Exhibit 3.1 to Full Houses registration statement on Form
SB-2 (#333-136341) filed on August 4, 2006)3.2
    
    
    Bylaws of Full House Resorts Inc. (As amended by Resolutions dated July
28, 1995, September 29, 1995, and November 24, 1997) (Incorporated by
reference to Exhibit 3.3 to Full Houses Annual Report on Form 10-KSB for
the fiscal ended December 31, 2005)10.1
    
    
    Amended and Restated Class III Management Agreement dated November 18,
1996 between Nottawaseppi Huron Band of Potawatomi and Gaming
Entertainment (Michigan) LLC (Incorporated by reference to Full Houses
Annual Report on Form 10-KSB for the fiscal ended December 31, 1996)10.2
    
    
    Investor Agreement by and between Full House Resorts, Inc. and RAM
Entertainment, LLC, dated February 15, 2002 (Incorporated by reference to
Full Houses Quarterly Report on Form 10-QSB for the quarter ended March
31, 2002)10.3
    
    
    Management Agreement by and between Gaming Entertainment (Delaware), LLC
and Harrington Raceway, Inc. dated January 31,1996 (Incorporated by
reference to Full Houses Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2002)10.4
    
    
    Amendment to Management Agreement by and between Gaming Entertainment
(Delaware), LLC and Harrington Raceway, Inc. dated March 18, 1998
(Incorporated by reference to Full Houses Quarterly Report on Form
10-QSB for the quarter ended September 30, 2002)10.5
    
    
    Amendment to Management Agreement by and between Gaming Entertainment
(Delaware), LLC and Harrington Raceway, Inc. dated July 1, 1999
(Incorporated by reference to Full Houses Quarterly Report on Form
10-QSB for the quarter ended September 30, 2002)10.6
    
    
    Amendment to Management Agreement by and between Gaming Entertainment
(Delaware), LLC and Harrington Raceway, Inc. dated February 4, 2002
(Incorporated by reference to Full Houses Quarterly Report on Form
10-QSB for the quarter ended September 30, 2002)10.7
    
    
    Amendment to Investor Agreement by and between Full House Resorts, Inc.
and RAM Entertainment, LLC, dated May 31, 2005 (Incorporated by reference
to Exhibit 10.62 to Full Houses Annual Report on Form 10-KSB for the
fiscal ended December 31, 2005)
  59




---



##### Table of Contents



ExhibitNumber
    
    Exhibit Description10.8
    
    
    Economic Development Agreement between Full House Resorts, Inc. and
Northern Cheyenne Tribe dated May 24, 2005 (Incorporated by reference to
Exhibit 10.63 to Full Houses Annual Report on Form 10-KSB for the fiscal
ended December 31, 2005)10.9
    
    
    Development Agreement by and among Pueblo of Nambé, Nambé Pueblo Gaming
Enterprise Board and Gaming Entertainment (Santa Fe), LLC dated as of
September 20, 2005 (Incorporated by reference to Exhibit 10.64 to Full
Houses Annual Report on Form 10-KSB for the fiscal ended December 31,
2005)10.10
    
    
    Security and Reimbursement Agreement by and among the Nambé Pueblo Gaming
Enterprise Board, Gaming Entertainment (Santa Fe), LLC and the Pueblo of
Nambé dated as of September 20, 2005 (Incorporated by reference to
Exhibit 10.65 to Full Houses Annual Report on Form 10-KSB for the fiscal
ended December 31, 2005)10.11
    
    
    Class III Gaming Management Agreement between the Northern Cheyenne Tribe
and Gaming Entertainment (Montana), LLC dated January 20, 2006 2005
(Incorporated by reference to Exhibit 10.67 to Full Houses Annual Report
on Form 10-KSB for the fiscal ended December 31, 2005)10.12
    
    
    Development Agreement by and between the Northern Cheyenne Tribe and Full
House Resorts, Inc. dated May 24, 2005. (Incorporated by reference to
Exhibit 10.68 to Full Houses Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2006)10.13
    
    
    Security and Reimbursement Agreement by and between the Northern Cheyenne
Tribe and Full House Resorts, Inc. dated August 23, 2005. (Incorporated
by reference to Exhibit 10.69 to Full Houses Quarterly Report on Form
10-QSB for the quarter ended March 31, 2006)10.14
    
    
    Management Agreement between Nottawaseppi Huron Band of Potawatomi and
Gaming Entertainment (Michigan), LLC dated June 12, 2006. (Incorporated
by reference to Exhibit 10.70 to Full Houses Current Report on Form 8-K
as filed with the Securities and Exchange Commission on June 16, 2006)10.15
    
    
    Loan Agreement between Nottawaseppi Huron Band of Potawatomi and Gaming
Entertainment (Michigan), LLC dated November 3, 2002. (Incorporated by
reference to Exhibit 10.71 to Full Houses Registration Statement on Form
SB-2 (#333-136341) filed on August 4, 2006)10.16
    
    
    Security Agreement between Nottawaseppi Huron Band of Potawatomi and
Gaming Entertainment (Michigan), LLC dated November 3, 2002.
(Incorporated by reference to Exhibit 10.72 to Full Houses Registration
Statement on Form SB-2 (#333-136341) filed on August 4, 2006)10.17
    
    
    Promissory Note by the Nottawaseppi Huron Band of Potawatomi dated
November 3, 2002. (Incorporated by reference to Exhibit 10.73 to Full
Houses Registration Statement on Form SB-2 (#333-136341) filed on August
4, 2006)10.18
    
    
    2006 Incentive Compensation Plan (Incorporated by reference to Appendix E
to Full Houses Definitive Proxy Statement as filed with the Securities
and Exchange Commission on May 1, 2006)10.19
    
    
    Form of Restricted Stock Agreement. (Incorporated by reference to Exhibit
10.75 to Full Houses Quarterly Report on Form 10-QSB as filed with the
Commission on August 14, 2006)10.20
    
    
    Consulting Agreement dated September 25, 2006 between Full House and Lee
Iacocca. (Incorporated by reference to Exhibit 10.66 to Full Houses
Amendment No. 1 to Registration Statement on Form SB-2 (#333-136341)
filed on September 27, 2006)10.21
    
    
    Reducing Revolving Loan Agreement, dated January 31, 2007 between Full
House Resorts, Inc. and Nevada State Bank. (Incorporated by reference to
Exhibit 10.80 to Full Houses Current Report on Form 8-K as filed with
the Securities and Exchange Commission on February 5, 2007)10.22
    
    
    Reducing Revolving Promissory Note, dated January 31, 2007 by Full House
Resorts in favor of Nevada State Bank. (Incorporated by reference to
Exhibit 10.81 to Full Houses Current Report on Form 8-K as filed with
the Securities and Exchange Commission on February 5, 2007)10.23
    
    
    Promissory Note, dated January 31, 2007 by Full House Resorts in favor of
The James R. Peters Family Trust Dated October 18, 2002. (Incorporated by
reference to Exhibit 10.82 to Full Houses Current Report on Form 8-K as
filed with the Securities and Exchange Commission on February 5, 2007)
  60




---



##### Table of Contents



ExhibitNumber
    
    Exhibit Description10.24
    
    
    Purchase and Sale Agreement, dated May 15, 2007, between Gaming
Entertainment (Michigan), LLC and Green Acres Casino Management, Inc.
(Incorporated by reference to Exhibit 10.1 to Full Houses Current Report
on Form 8-K as filed with the Securities and Exchange Commission on May
31, 2007)10.25
    
    
    Termination of Consulting Agreement, dated June 4, 2007, between Full
House Resort, Inc., and Hard Rock Cafe International (USA), Inc.
(Incorporated by reference to Exhibit 10.2 to Full Houses Current Report
on Form 8-K as filed with the Securities and Exchange Commission on May
31, 2007)10.26
    
    
    Management Reorganization Agreement, dated June 18, 2007 by Gaming
Entertainment (Delaware), LLC and Harrington Raceway, Inc. (Incorporated
by reference to Exhibit 10.1 to Full Houses Current Report on Form 8-K
as filed with the Securities and Exchange Commission on June 21, 2007)10.27
    
    
    Employment Agreement, dated July 17, 2007, between Full House Resorts,
Inc. and Andre Hilliou. (Incorporated by reference to Exhibit 10.1 to
Full Houses Current Report on Form 8-K as filed with the Securities and
Exchange Commission on July 20, 2007) +10.28
    
    
    Employment Agreement, dated July 17, 2007, between Full House Resorts,
Inc. and Mark J. Miller. (Incorporated by reference to Exhibit 10.2 to
Full Houses Current Report on Form 8-K as filed with the Securities and
Exchange Commission on July 20, 2007) +10.29
    
    
    Employment Agreement, dated April 10, 2007, between Full House Resorts,
Inc. and Wes Elam (Incorporated by reference to Exhibit 10.3 to Full
Houses Current Report on Form 8-K as filed with the Securities and
Exchange Commission on April 26, 2007) +10.30
    
    
    Agreement of Sale and Purchase, dated October 1, 2007 between Stockmans
Casino, Inc. and Dhillon Hospitality Management Inc. (Incorporated by
reference to Exhibit 10.1 to Full Houses Current Report on Form 8-K as
filed with the Securities and Exchange Commission on October 5, 2007)21
    
    
    List of Subsidiaries of Full House Resorts, Inc. *23
    
    
    Consent of Piercy Bowler Taylor & Kern Certified Public Accountants*31.1
    
    
    Certification of principal executive officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 *31.2
    
    
    Certification of principal financial officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 *32.1
    
    
    Certification of principal executive and financial officers pursuant to
18 U.S.C. section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 *
 
 *
    
    Filed herewith.+
    
    Executive compensation plan or arrangement  61




---



##### Table of Contents



SIGNATURES
  FULL HOUSE RESORTS, INC.Date: March 26, 2009
    By:
    /s/ ANDRE M. HILLIOUAndre M. Hilliou, Chief Executive Officer  Name and Capacity
    
    Date/s/ J. MICHAEL PAULSON

J. Michael Paulson,
    
    March 26, 2009Chairman of the Board/s/ ANDRE M. HILLIOU

Andre M. Hilliou,
    
    March 26, 2009Chief Executive Officer and
Director(Principal Executive Officer)/s/ LEE A. IACOCCA

Lee A. Iacocca, Director
    
    March 26, 2009/s/ KEN ADAMS

Ken Adams, Director
    
    March 26, 2009/s/ CARL G. BRAUNLICH

Carl G. Braunlich, Director
    
    March 26, 2009/s/ KATHLEEN CARACCIOLO

Kathleen Caracciolo, Director
    
    March 26, 2009/s/ MARK J. MILLER

Mark J. Miller,
    
    March 26, 2009Chief Financial Officer(Principal Financial and
Accounting Officer)
  62




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit Description2.1
    
    
    Assignment and Sale Agreement dated March 30, 2001 by and among GTECH
Corporation, Dreamport, Inc., GTECH Gaming Subsidiary 2 Corporation, Full
House Resorts, Inc., and Full House Subsidiary, Inc. (Incorporated by
reference to Full Houses Current Report on Form 8-K as filed with the
Securities and Exchange Commission on April 12, 2001)2.2
    
    
    Stock Purchase Agreement, dated April 6, 2006, between Full House
Resorts, Inc. and the James R. Peters Family Trust. (Incorporated by
reference to Exhibit 2.1 to Full Houses Current Report on Form 8-K as
filed with the Securities and Exchange Commission on April 10, 2006)3.1
    
    
    Certificate of Incorporation as amended to date (Incorporated by
reference to Exhibit 3.1 to Full Houses registration statement on Form
SB-2 (#333-136341) filed on August 4, 2006)3.2
    
    
    Bylaws of Full House Resorts Inc. (As amended by Resolutions dated July
28, 1995, September 29, 1995, and November 24, 1997) (Incorporated by
reference to Exhibit 3.3 to Full Houses Annual Report on Form 10-KSB for
the fiscal ended December 31, 2005)10.1
    
    
    Amended and Restated Class III Management Agreement dated November 18,
1996 between Nottawaseppi Huron Band of Potawatomi and Gaming
Entertainment (Michigan) LLC (Incorporated by reference to Full Houses
Annual Report on Form 10-KSB for the fiscal ended December 31, 1996)10.2
    
    
    Investor Agreement by and between Full House Resorts, Inc. and RAM
Entertainment, LLC, dated February 15, 2002 (Incorporated by reference to
Full Houses Quarterly Report on Form 10-QSB for the quarter ended March
31, 2002)10.3
    
    
    Management Agreement by and between Gaming Entertainment (Delaware), LLC
and Harrington Raceway, Inc. dated January 31,1996 (Incorporated by
reference to Full Houses Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2002)10.4
    
    
    Amendment to Management Agreement by and between Gaming Entertainment
(Delaware), LLC and Harrington Raceway, Inc. dated March 18, 1998
(Incorporated by reference to Full Houses Quarterly Report on Form
10-QSB for the quarter ended September 30, 2002)10.5
    
    
    Amendment to Management Agreement by and between Gaming Entertainment
(Delaware), LLC and Harrington Raceway, Inc. dated July 1, 1999
(Incorporated by reference to Full Houses Quarterly Report on Form
10-QSB for the quarter ended September 30, 2002)10.6
    
    
    Amendment to Management Agreement by and between Gaming Entertainment
(Delaware), LLC and Harrington Raceway, Inc. dated February 4, 2002
(Incorporated by reference to Full Houses Quarterly Report on Form
10-QSB for the quarter ended September 30, 2002)10.7
    
    
    Amendment to Investor Agreement by and between Full House Resorts, Inc.
and RAM Entertainment, LLC, dated May 31, 2005 (Incorporated by reference
to Exhibit 10.62 to Full Houses Annual Report on Form 10-KSB for the
fiscal ended December 31, 2005)10.08
    
    
    Economic Development Agreement between Full House Resorts, Inc. and
Northern Cheyenne Tribe dated May 24, 2005 (Incorporated by reference to
Exhibit 10.63 to Full Houses Annual Report on Form 10-KSB for the fiscal
ended December 31, 2005)10.09
    
    
    Development Agreement by and among Pueblo of Nambé, Nambé Pueblo Gaming
Enterprise Board and Gaming Entertainment (Santa Fe), LLC dated as of
September 20, 2005 (Incorporated by reference to Exhibit 10.64 to Full
Houses Annual Report on Form 10-KSB for the fiscal ended December 31,
2005)10.10
    
    
    Security and Reimbursement Agreement by and among the Nambé Pueblo Gaming
Enterprise Board, Gaming Entertainment (Santa Fe), LLC and the Pueblo of
Nambé dated as of September 20, 2005 (Incorporated by reference to
Exhibit 10.65 to Full Houses Annual Report on Form 10-KSB for the fiscal
ended December 31, 2005)
  63




---



##### Table of Contents



ExhibitNumber
    
    Exhibit Description10.11
    
    
    Class III Gaming Management Agreement between the Northern Cheyenne Tribe
and Gaming Entertainment (Montana), LLC dated January 20, 2006 2005
(Incorporated by reference to Exhibit 10.67 to Full Houses Annual Report
on Form 10-KSB for the fiscal ended December 31, 2005)10.12
    
    
    Development Agreement by and between the Northern Cheyenne Tribe and Full
House Resorts, Inc. dated May 24, 2005. (Incorporated by reference to
Exhibit 10.68 to Full Houses Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2006)10.13
    
    
    Security and Reimbursement Agreement by and between the Northern Cheyenne
Tribe and Full House Resorts, Inc. dated August 23, 2005. (Incorporated
by reference to Exhibit 10.69 to Full Houses Quarterly Report on Form
10-QSB for the quarter ended March 31, 2006)10.14
    
    
    Management Agreement between Nottawaseppi Huron Band of Potawatomi and
Gaming Entertainment (Michigan), LLC dated June 12, 2006. (Incorporated
by reference to Exhibit 10.70 to Full Houses Current Report on Form 8-K
as filed with the Securities and Exchange Commission on June 16, 2006)10.15
    
    
    Loan Agreement between Nottawaseppi Huron Band of Potawatomi and Gaming
Entertainment (Michigan), LLC dated November 3, 2002. (Incorporated by
reference to Exhibit 10.71 to Full Houses Registration Statement on Form
SB-2 (#333-136341) filed on August 4, 2006)10.16
    
    
    Security Agreement between Nottawaseppi Huron Band of Potawatomi and
Gaming Entertainment (Michigan), LLC dated November 3, 2002.
(Incorporated by reference to Exhibit 10.72 to Full Houses Registration
Statement on Form SB-2 (#333-136341) filed on August 4, 2006)10.17
    
    
    Promissory Note by the Nottawaseppi Huron Band of Potawatomi dated
November 3, 2002. (Incorporated by reference to Exhibit 10.73 to Full
Houses Registration Statement on Form SB-2 (#333-136341) filed on August
4, 2006)10.18
    
    
    2006 Incentive Compensation Plan (Incorporated by reference to Appendix E
to Full Houses Definitive Proxy Statement as filed with the Securities
and Exchange Commission on May 1, 2006)10.19
    
    
    Form of Restricted Stock Agreement. (Incorporated by reference to Exhibit
10.75 to Full Houses Quarterly Report on Form 10-QSB as filed with the
Commission on August 14, 2006)10.20
    
    
    Consulting Agreement dated September 25, 2006 between Full House and Lee
Iacocca. (Incorporated by reference to Exhibit 10.66 to Full Houses
Amendment No. 1 to Registration Statement on Form SB-2 (#333-136341)
filed on September 27, 2006)10.21
    
    
    Reducing Revolving Loan Agreement, dated January 31, 2007 between Full
House Resorts, Inc. and Nevada State Bank. (Incorporated by reference to
Exhibit 10.80 to Full Houses Current Report on Form 8-K as filed with
the Securities and Exchange Commission on February 5, 2007)10.22
    
    
    Reducing Revolving Promissory Note, dated January 31, 2007 by Full House
Resorts in favor of Nevada State Bank. (Incorporated by reference to
Exhibit 10.81 to Full Houses Current Report on Form 8-K as filed with
the Securities and Exchange Commission on February 5, 2007)10.23
    
    
    Promissory Note, dated January 31, 2007 by Full House Resorts in favor of
The James R. Peters Family Trust Dated October 18, 2002. (Incorporated by
reference to Exhibit 10.82 to Full Houses Current Report on Form 8-K as
filed with the Securities and Exchange Commission on February 5, 2007)10.24
    
    
    Purchase and Sale Agreement, dated May 15, 2007, between Gaming
Entertainment (Michigan), LLC and Green Acres Casino Management, Inc.
(Incorporated by reference to Exhibit 10.1 to Full Houses Current Report
on Form 8-K as filed with the Securities and Exchange Commission on May
31, 2007)10.25
    
    
    Termination of Consulting Agreement, dated June 4, 2007, between Full
House Resort, Inc., and Hard Rock Cafe International (USA), Inc.
(Incorporated by reference to Exhibit 10.2 to Full Houses Current Report
on Form 8-K as filed with the Securities and Exchange Commission on May
31, 2007)
  64




---



##### Table of Contents



ExhibitNumber
    
    Exhibit Description10.26
    
    
    Management Reorganization Agreement, dated June 18, 2007 by Gaming
Entertainment (Delaware), LLC and Harrington Raceway, Inc. (Incorporated
by reference to Exhibit 10.1 to Full Houses Current Report on Form 8-K
as filed with the Securities and Exchange Commission on June 21, 2007)10.27
    
    
    Employment Agreement, dated July 17, 2007, between Full House Resorts,
Inc. and Andre Hilliou. (Incorporated by reference to Exhibit 10.1 to
Full Houses Current Report on Form 8-K as filed with the Securities and
Exchange Commission on July 20, 2007) +10.28
    
    
    Employment Agreement, dated July 17, 2007, between Full House Resorts,
Inc. and Mark J. Miller. (Incorporated by reference to Exhibit 10.2 to
Full Houses Current Report on Form 8-K as filed with the Securities and
Exchange Commission on July 20, 2007) +10.29
    
    
    Employment Agreement, dated April 10, 2007, between Full House Resorts,
Inc. and Wes Elam (Incorporated by reference to Exhibit 10.3 to Full
Houses Current Report on Form 8-K as filed with the Securities and
Exchange Commission on April 26, 2007) +10.30
    
    
    Agreement of Sale and Purchase, dated October 1, 2007 between Stockmans
Casino, Inc. and Dhillon Hospitality Management Inc. (Incorporated by
reference to Exhibit 10.1 to Full Houses Current Report on Form 8-K as
filed with the Securities and Exchange Commission on October 5, 2007)21
    
    
    List of Subsidiaries of Full House Resorts, Inc. *23
    
    
    Consent of Piercy Bowler Taylor & Kern Certified Public Accountants*31.1
    
    
    Certification of principal executive officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 *31.2
    
    
    Certification of principal financial officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 *32.1
    
    
    Certification of principal executive and financial officers pursuant to
18 U.S.C. section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 *
 
 *
    
    Filed herewith.+
    
    Executive compensation plan or arrangement  65