##### 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, 2010
 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
 Yes o No o
 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non Accelerated Filer o
    
    Smaller reporting company þDo not check if smaller reporting company
 o þ
  Documents Incorporated By Reference




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##### 



TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    17Item 1B. Unresolved Staff Comments
    
    
    17Item 2. Properties
    
    
    17Item 3. Legal Proceedings
    
    
    18Item 4. (Removed and Reserved)
    
    
    18PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    18Item 6. Selected Financial Data
    
    
    18Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 8. Financial Statements
    
    
    29Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    48Item 9A. Controls and Procedures
    
    
    48Item 9B. Other Information
    
    
    48PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    48Item 11. Executive Compensation
    
    
    48Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    48Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    48Item 14. Principal Accountants Fees and Services
    
    
    49Item 15. Exhibits
    
    
    50Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I
 
 Item 1.
    
    Business.
 BACKGROUND
  Projects Currently Operating
 Harrington Raceway and Casino, Delaware
      3




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Stockmans Casino
    FireKeepers Casino
     4




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Projects in Development
 Grand Victoria Casino & Resort, LP
   Discontinued Projects
 Nambé Pueblo Indian Tribe  Santa Fe, New Mexico
   5




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Northern Cheyenne Tribe  Decker, Montana
  GOVERNMENT REGULATION
     Delaware Regulatory Matters
   6




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
    
    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;
 
    
    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
   7




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
    
    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;
 
    
    recordkeeping and reporting to the Nevada gaming authorities;
 
    
    fair operation of games; and
 
    
    the raising of revenues through taxation and licensing fees.
     8




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
    
    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.
   
    
    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




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
    
    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.
  Indiana Regulatory Matters
    10




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11




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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.
   12




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
    
    ownership;
 
    
    security;
 
    
    personnel background;
 
    
    recordkeeping 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, or
 
    
    in the case of a publicly traded company, the holders of 5% or more of the ownership
interest in the Company.
  
    
    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;
  13




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
    
    has knowingly and willfully provided materially false information to the NIGC or a
tribe;
 
    
    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.
   14




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Huron Tribal Gaming Commission
   Costs and Effects of Compliance with Environmental Laws
     15




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COMPETITION
       16




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EMPLOYEES
  
 Item 1A.
    
    Risk Factors.
  
 Item 1B.
    
    Unresolved Staff Comments.
  
 Item 2.
    
    Properties.
    17




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Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    (Removed and Reserved).
 
 PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
  High
    
    
    LowYear Ended December 31, 2010First Quarter
    
    $
    3.65
    
    
    $
    2.25Second Quarter
    
    
    3.40
    
    
    
    2.66Third Quarter
    
    
    3.30
    
    
    
    2.82Fourth Quarter
    
    
    3.77
    
    
    
    2.86Year Ended December 31, 2009First Quarter
    
    $
    1.22
    
    
    $
    0.90Second Quarter
    
    
    2.80
    
    
    
    1.15Third Quarter
    
    
    2.98
    
    
    
    2.10Fourth Quarter
    
    
    3.98
    
    
    
    2.25
    
 Item 6.
    
    Selected Financial Data.
   18




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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 and taxes;
 
    
    regulatory approvals;
 
    
    competitive environment;
 
    
    risks, uncertainties and other factors described from time to time in this and our
other SEC filings and reports.
  Overview
    19




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Critical Accounting Estimates and Policies
      Long-term assets related to Indian casino projects
 Accounting Standards Codification
  20




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
    
    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.
  21




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Notes receivable
     Contract rights
    22




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Summary of assets related to Indian casino projects
  2010
    
    
    2009FireKeepers Casino:Notes receivable, tribal governments
    
    $
    
    
    
    $
    4,682,420Contract rights, net
    
    
    13,244,811
    
    
    
    15,617,01613,244,811
    
    
    
    20,299,436Other projects:Notes receivable, tribal governments
    
    
    427,567
    
    
    
    430,467$
    13,672,378
    
    
    $
    20,729,903
       23




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
    
    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.
   Recently Issued Accounting Pronouncements
  Results of Operations
   24




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Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
 Operating revenues from continuing operations
 Operating costs and expenses from continuing operations. .
 Project development costs.
 Selling, general and administrative expense.
 Operating gains (losses).
 Other income (expense).
 Income taxes.
 Noncontrolling interest.
 Liquidity and Capital Resources
   25




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26




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27




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FireKeepers Casino
   
    
    Reimbursable and non-reimbursable advances funded by the members, before RAM acquired
its interest in GEM.
 
    
    Repayments of disproportionate advances by us as prior agreements were unclear as to
the treatment.
   Other projects
   28




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Item 8.
    
    Financial Statements.
 PageReport of Independent Registered Public Accounting Firm
    
    
    30Consolidated Balance Sheets
    
    
    31Consolidated Statements of Operations
    
    
    32Consolidated Statements
of Stockholders Equity
    
    
    33Consolidated Statements
of Cash Flows
    
    
    34Notes to Consolidated Financial Statements
    
    
    35
  29




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
   30




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2010 AND 2009
 2010
    
    
    2009ASSETSCurrent assetsCash and equivalents
    
    $
    13,294,496
    
    
    $
    9,198,399Notes receivable related to tribal casino project
    
    
    
    
    
    
    4,682,420Accounts receivable, net of allowance for doubtful accounts of $0 and $1,072
    
    
    2,276,422
    
    
    
    1,802,100Incomes taxes receivable
    
    
    598,886
    
    
    
    Prepaid expenses
    
    
    796,858
    
    
    
    372,735Deferred tax asset
    
    
    101,417
    
    
    
    136,126Deposits and other
    
    
    106,810
    
    
    
    90,68517,174,889
    
    
    
    16,282,465Property and equipment, net of accumulated depreciation
    
    
    7,372,251
    
    
    
    7,961,734Long-term assets related to tribal casino projectsNotes receivable net of allowance of $0 and 618,875
    
    
    427,567
    
    
    
    430,467Contract rights, net of accumulated amortization of $4,120,775 and
$1,748,570
    
    
    13,244,811
    
    
    
    15,617,01613,672,378
    
    
    
    16,047,483Other assetsGoodwill
    
    
    10,308,520
    
    
    
    10,308,520Deposits
    
    
    5,166,112
    
    
    
    330,297Loan fees, net of accumulated amortization of $96,087 and $41,864
    
    
    2,088,104
    
    
    
    176,681Other assets
    
    
    668,532
    
    
    
    478,40618,231,268
    
    
    
    11,293,904$
    56,450,786
    
    
    $
    51,585,586LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesDebt to joint venture affiliate
    
    $
    
    
    
    $
    1,450,087Accounts payable
    
    
    181,604
    
    
    
    136,485Income taxes payable
    
    
    384,333
    
    
    
    2,273,777Accrued payroll and related
    
    
    750,346
    
    
    
    723,783Other accrued expenses
    
    
    229,323
    
    
    
    288,4431,545,606
    
    
    
    4,872,575Deferred tax liability
    
    
    2,110,333
    
    
    
    1,756,0853,655,939
    
    
    
    6,628,660Stockholders equityCommon stock, $.0001 par value, 25,000,000 shares authorized; 19,364,276 and
19,358,276 shares issued
    
    
    1,936
    
    
    
    1,936Additional paid-in capital
    
    
    42,699,533
    
    
    
    42,665,390Treasury stock, 1,356,595 common shares
    
    
    (1,654,075
    )
    
    
    (1,654,075
    )Retained earnings (deficit)
    
    
    6,164,927
    
    
    
    (1,504,320
    )47,212,321
    
    
    
    39,508,931Noncontrolling interest in consolidated joint venture
    
    
    5,582,526
    
    
    
    5,447,99552,794,847
    
    
    
    44,956,926$
    56,450,786
    
    
    $
    51,585,586
   31




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 2010
    
    
    2009RevenuesCasino
    
    $
    6,529,773
    
    
    $
    7,194,476Food and beverage
    
    
    1,728,879
    
    
    
    1,775,623Management fees
    
    
    24,473,066
    
    
    
    9,953,009Other
    
    
    165,411
    
    
    
    89,57532,897,129
    
    
    
    19,012,683Operating costs and expensesCasino
    
    
    2,159,199
    
    
    
    2,271,337Food and beverage
    
    
    2,016,394
    
    
    
    1,970,309Project development costs
    
    
    423,160
    
    
    
    218,353Selling, general and administrative
    
    
    6,429,845
    
    
    
    6,473,117Depreciation and amortization
    
    
    3,421,256
    
    
    
    2,090,09414,449,854
    
    
    
    13,023,210Operating gains (losses)Equity in net income of unconsolidated joint venture, and related guaranteed
payments
    
    
    5,094,664
    
    
    
    4,929,337Unrealized gains (loss) on notes receivable, tribal governments
    
    
    (2,900
    )
    
    
    567,348Member agreement modification
    
    
    
    
    
    
    (2,147,327
    )Impairment loss
    
    
    
    
    
    
    (752,899
    )5,091,764
    
    
    
    2,596,459Operating income
    
    
    23,539,039
    
    
    
    8,585,932Other income (expense)Interest and other income
    
    
    120,750
    
    
    
    389,008Interest expense
    
    
    (58,368
    )
    
    
    (173,819
    )Income before income taxes
    
    
    23,601,421
    
    
    
    8,801,121Income taxes
    
    
    (5,739,430
    )
    
    
    (3,184,955
    )Net income
    
    
    17,861,991
    
    
    
    5,616,166Income attributable to noncontrolling interest in consolidated joint venture
    
    
    (10,192,744
    )
    
    
    (847,927
    )Net income attributable to the Company
    
    $
    7,669,247
    
    
    $
    4,768,239Net income attributable to the Company per common share
    
    $
    0.43
    
    
    $
    0.26Weighted-average number of common shares outstanding
    
    
    18,005,390
    
    
    
    18,025,326
   32




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 Additional
    
    
    Retained
    
    
    
    
    
    
    TotalCommon stock
    
    
    Treasury stock
    
    
    paid-in
    
    
    earnings
    
    
    Noncontrolling
    
    
    stockholders2010
    
    Shares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    capital
    
    
    (deficit)
    
    
    interest
    
    
    equityBeginning balances
    
    
    19,358,276
    
    
    $
    1,936
    
    
    
    1,356,595
    
    
    $
    (1,654,075
    )
    
    $
    42,665,390
    
    
    $
    (1,504,320
    )
    
    $
    5,447,995
    
    
    $
    44,956,926Previously
deferred
share-based
compensation
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,683
    
    
    
    
    
    
    
    
    
    
    
    16,683Issuances of
common stock
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,460
    
    
    
    
    
    
    
    
    
    
    
    17,460Distributions to
Members
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,058,213
    )
    
    
    (10,058,213
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,669,247
    
    
    
    10,192,744
    
    
    
    17,861,991Ending balances
    
    
    19,364,276
    
    
    $
    1,936
    
    
    
    1,356,595
    
    
    $
    (1,654,075
    )
    
    $
    42,699,533
    
    
    $
    6,164,927
    
    
    $
    5,582,526
    
    
    $
    52,794,847
 Additional
    
    
    
    
    
    
    
    
    
    
    TotalCommon stock
    
    
    Treasury stock
    
    
    paid-in
    
    
    
    
    
    
    Noncontrolling
    
    
    stockholders2009
    
    Shares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    capital
    
    
    Deficit
    
    
    interest
    
    
    equityBeginning balances
    
    
    19,350,276
    
    
    $
    1,935
    
    
    
    1,210,414
    
    
    $
    (1,502,182
    )
    
    $
    42,356,098
    
    
    $
    (6,272,559
    )
    
    $
    4,600,068
    
    
    $
    39,183,360Previously
deferred
share-based
compensation
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    288,893
    
    
    
    
    
    
    
    
    
    
    
    288,893Issuances of
common stock
    
    
    8,000
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    20,399
    
    
    
    
    
    
    
    
    
    
    
    20,400Purchase of
treasury stock
    
    
    
    
    
    
    
    
    
    
    146,181
    
    
    
    (151,893
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (151,893
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,768,239
    
    
    
    847,927
    
    
    
    5,616,166Ending balances
    
    
    19,358,276
    
    
    $
    1,936
    
    
    
    1,356,595
    
    
    $
    (1,654,075
    )
    
    $
    42,665,390
    
    
    $
    (1,504,320
    )
    
    $
    5,447,995
    
    
    $
    44,956,926
   33




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##### Table of Contents



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    7,669,247
    
    
    $
    4,768,239Adjustments to reconcile net income to net cash provided by operating activities:Equity in net income of unconsolidated investee
    
    
    (3,181,139
    )
    
    
    (3,468,195
    )Distributions from unconsolidated investee
    
    
    3,096,193
    
    
    
    3,420,469Non-controlling interest in consolidated joint venture
    
    
    10,192,744
    
    
    
    847,927Unrealized gain on notes receivable, tribal governments
    
    
    2,900
    
    
    
    (567,348
    )Gain on disposal of fixed assets
    
    
    (6,101
    )
    
    
    Depreciation
    
    
    1,049,051
    
    
    
    1,070,752Amortization of gaming and other rights
    
    
    2,372,205
    
    
    
    1,019,342Impairment loss adjustment
    
    
    
    
    
    
    752,899Deferred compensation
    
    
    16,683
    
    
    
    Share-based compensation
    
    
    17,460
    
    
    
    309,293Member agreement modification
    
    
    
    
    
    
    2,147,327Increases and decreases in operating assets and liabilities:Accounts receivable
    
    
    (1,390,788
    )
    
    
    (1,204,252
    )Prepaid expenses
    
    
    (424,123
    )
    
    
    131,286Deferred tax asset
    
    
    34,709
    
    
    
    157,472Deposits and other current assets
    
    
    (16,125
    )
    
    
    7,524Other assets
    
    
    158,862
    
    
    
    (156,263
    )Accounts payable and accrued expenses
    
    
    10,088
    
    
    
    98,481Income taxes payable
    
    
    (1,889,444
    )
    
    
    2,158,292Deferred tax liability
    
    
    354,248
    
    
    
    161,661Net cash provided by operating activities
    
    
    18,066,670
    
    
    
    11,654,906Cash flows from investing activities:Proceeds from repayment of tribal advances
    
    
    5,000,000
    
    
    
    Purchase of property and equipment
    
    
    (360,481
    )
    
    
    (404,679
    )Proceeds from sale of assets
    
    
    1,200
    
    
    
    20,569Deposits and other capitalized acquisition costs
    
    
    (5,122,245
    )
    
    
    Other
    
    
    (15,100
    )
    
    
    854Net cash used in investing activities
    
    
    (496,626
    )
    
    
    (383,256
    )Cash flows from financing activities:Repayment of long-term debt
    
    
    (1,450,087
    )
    
    
    (7,616,863
    )Distributions to non-controlling interest in consolidated joint venture
    
    
    (10,058,213
    )
    
    
    Proceeds from borrowings
    
    
    
    
    
    
    395,000Purchase of treasury stock
    
    
    
    
    
    
    (151,893
    )Loan fees
    
    
    (1,965,647
    )
    
    
    (4,250
    )Net cash used in financing activities
    
    
    (13,473,947
    )
    
    
    (7,378,006
    )Net increase in cash and equivalents
    
    
    4,096,097
    
    
    
    3,893,644Cash and equivalents, beginning of year
    
    
    9,198,399
    
    
    
    5,304,755Cash and equivalents, end of year
    
    $
    13,294,496
    
    
    $
    9,198,399
 2010
    
    
    2009SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    
    
    
    
    $
    102,764Cash paid for income taxes
    
    $
    8,259,760
    
    
    $
    671,485NON-CASH INVESTING AND FINANCING ACTIVITIES:Purchases of property and equipment financed with prior year deposit
    
    $
    94,185
    
    
    
    Debt refinanced through line of credit
    
    
    
    
    
    $
    705,989
   34




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##### 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.
    
    
    Reimbursable and non-reimbursable advances funded by the members, before RAM acquired
its interest in GEM.
 
    
    Repayments of disproportionate advances by the Company as prior agreements were unclear
as to the treatment.
  35




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##### Table of Contents



Stockmans
 Other.
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of presentation and accounting.
  Use of estimates.
 Cash equivalents.
 Concentrations and economic risks and uncertainties.
  36




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##### Table of Contents



Property and equipment.
 Debt issuance costs.
 Investment in unconsolidated joint venture.
 Assets related to Indian casino projects.
   
    
    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.
  37




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##### Table of Contents



Goodwill.
 Revenue recognition and promotional allowances.
 2010
    
    
    2009Food and beverage
    
    $
    275,824
    
    
    $
    222,294Cash incentives
    
    
    94,593
    
    
    
    414,813Other incentives
    
    
    1,145
    
    
    
    909$
    371,562
    
    
    $
    638,016
  Share-based compensation
  38




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##### Table of Contents



Legal defense costs.
 Income taxes.
 Income per common share.
 Reclassifications.
 3. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
      39




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##### Table of Contents



CONDENSED BALANCE SHEET INFORMATION
 2010
    
    
    2009Total assets
    
    $
    426,449
    
    
    $
    420,907Total liabilities
    
    
    41,487
    
    
    
    205,838Members capital
    
    
    384,962
    
    
    
    215,069
 CONDENSED STATEMENT OF INCOME INFORMATION
 2010
    
    
    2009Revenues
    
    $
    29,807,625
    
    
    $
    24,255,490Net income
    
    
    6,392,279
    
    
    
    6,936,391
 4. NOTES RECEIVABLE, TRIBAL GOVERNMENTS
   2010
    
    
    2009Contractual (stated) amount:FireKeepers Development Authority
    
    $
    
    
    
    $
    5,000,000Other
    
    
    661,600
    
    
    
    1,280,475$
    661,600
    
    
    $
    6,280,475Estimated fair value of notes receivable:FireKeepers Development Authority
    
    $
    
    
    
    $
    4,682,420Other
    
    
    427,567
    
    
    
    430,467$
    427,567
    
    
    $
    5,112,887
    40




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##### Table of Contents



2010FireKeepersDevelopmentTotal
    
    
    Authority
    
    
    Other tribesBalances, January 1, 2010
    
    $
    5,112,887
    
    
    $
    4,682,420
    
    
    $
    430,467Unrealized gains
    
    
    314,680
    
    
    
    317,580
    
    
    
    (2,900
    )Repayment of notes receivable
    
    
    (5,000,000
    )
    
    
    (5,000,000
    )
    
    
    Balances, December 31, 2010
    
    $
    427,567
    
    
    $
    
    
    
    $
    427,567
 2009FireKeepersDevelopmentTotal
    
    
    Authority
    
    
    Other tribesBalances, January 1, 2009
    
    $
    5,114,767
    
    
    $
    4,097,002
    
    
    $
    1,017,765Other
    
    
    (854
    )
    
    
    
    
    
    
    (854
    )Impairment loss
    
    
    (568,374
    )
    
    
    
    
    
    
    (568,374
    )Unrealized gains
    
    
    567,348
    
    
    
    585,418
    
    
    
    (18,070
    )Balances, December 31, 2009
    
    $
    5,112,887
    
    
    $
    4,682,420
    
    
    $
    430,467
 5. CONTRACT RIGHTS
  Accumulated2010
    
    Cost
    
    
    amortization
    
    
    NetFireKeepers project, initial cost
    
    $
    4,155,213
    
    
    $
    (840,936
    )
    
    $
    3,314,277Firekeepers project, additional
    
    
    13,210,373
    
    
    
    (3,279,839
    )
    
    
    9,930,534$
    17,365,586
    
    
    $
    (4,120,775
    )
    
    $
    13,244,811
 Accumulated2009
    
    Cost
    
    
    amortization
    
    
    NetFirekeepers project, initial cost
    
    $
    4,155,213
    
    
    $
    (247,334
    )
    
    $
    3,907,879Firekeepers project, additional
    
    
    13,210,373
    
    
    
    (1,501,236
    )
    
    
    11,709,137$
    17,365,586
    
    
    $
    (1,748,570
    )
    
    $
    15,617,016
   41




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##### Table of Contents



6. GOODWILL
  7. FAIR VALUE OF FINANCIAL INSTRUMENTS
  8. PROPERTY AND EQUIPMENT
  Estimatedusefullives
    
    2010
    
    
    2009Land
    
    
    
    $
    1,885,400
    
    
    $
    1,885,400Buildings and improvements
    
    10-39
    
    
    5,580,045
    
    
    
    5,580,045Furniture and equipment
    
    5-7
    
    
    6,795,764
    
    
    
    6,436,82914,261,209
    
    
    
    13,902,274Less accumulated depreciation
    
    
    
    
    (6,888,958
    )
    
    
    (5,940,540
    )$
    7,372,251
    
    
    $
    7,961,734
 9. LONG-TERM DEBT
  2010
    
    
    2009Long-term debt, due to co-venturer (RAM):Promissory notes
    
    $
    
    
    
    $
    1,450,087Less current portion
    
    
    
    
    
    
    (1,450,087
    )$
    
    
    
    $
    
 Long-term debt, due to co-venturer (RAM).
  42




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##### Table of Contents



Reducing revolving loan (the Revolver).
 Peters Family Trust Promissory Note
 Credit Agreement with Wells Fargo.
    43




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##### Table of Contents



10. STOCKHOLDERS EQUITY
   11. INCOME TAXES
  2010
    
    
    2009Current:
    
    Federal
    
    $
    3,587,094
    
    
    $
    2,255,965State
    
    
    1,777,895
    
    
    
    609,8575,364,989
    
    
    
    2,865,822Deferred:
    
    Federal
    
    
    354,076
    
    
    
    223,572State
    
    
    20,365
    
    
    
    95,561374,441
    
    
    
    319,133$
    5,739,430
    
    
    $
    3,184,955
  2010
    
    
    2009Tax provision at U.S. statutory rate
    
    $
    4,562,113
    
    
    $
    2,704,086State taxes, net of federal benefit
    
    
    1,310,630
    
    
    
    519,203Other (benefit)
    
    
    (133,313
    )
    
    
    (38,334
    )$
    5,739,430
    
    
    $
    3,184,955
  2010
    
    
    2009Deferred tax assets:Deferred compensation
    
    $
    
    
    
    $
    37,186Prepaid expenses and accruals
    
    
    101,417
    
    
    
    84,479Allowance for doubtful accounts
    
    
    
    
    
    
    364Depreciation of fixed assets
    
    
    
    
    
    
    36,931Other
    
    
    
    
    
    
    53,487101,417
    
    
    
    212,447Deferred tax liabilities:Interest in partnerships
    
    
    (70,023
    )
    
    
    (74,743
    )Amortization of gaming rights and unrealized gain on tribal receivables
    
    
    (1,001,954
    )
    
    
    (946,274
    )Amortization of goodwill
    
    
    (929,003
    )
    
    
    (694,830
    )Other
    
    
    (109,353
    )
    
    
    (116,559
    )(2,110,333
    )
    
    
    (1,832,406
    )$
    (2,008,916
    )
    
    $
    (1,619,959
    )
  44




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##### Table of Contents



12. COMMITMENTS
 Operating leases.
   2011
    
    $
    112,0062012
    
    
    108,4022013
    
    
    87,4012014
    
    
    47,4482015
    
    
    43,494$
    398,751
 Employment agreements .
  Defined Contribution Pension Plan.
  45




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##### Table of Contents



13. SHARE-BASED COMPENSATION PLANS
      2010
    
    
    2009Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averagegrant date
    
    
    
    
    
    
    grant datevalue (per
    
    
    
    
    
    
    value (perShares
    
    
    share)
    
    
    Shares
    
    
    share)Unvested at beginning of year
    
    
    36,667
    
    
    $
    3.64
    
    
    
    275,419
    
    
    $
    3.53Vested
    
    
    (36,667
    )
    
    
    3.64
    
    
    
    (238,752
    )
    
    
    3.51Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unvested at end of year
    
    
    
    
    
    
    
    
    
    
    36,667
    
    
    
    3.64
 14. CONTINGENCIES
 Acquisition.
   46




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##### Table of Contents



15. SEGMENT REPORTING
   Development/2010
    
    Casino operations
    
    
    management
    
    
    Corporate
    
    
    ConsolidatedRevenues
    
    $
    8,338,757
    
    
    $
    24,558,372
    
    
    $
    
    
    
    $
    32,897,129Selling, general and administrative expense
    
    
    1,729,554
    
    
    
    730,035
    
    
    
    3,970,256
    
    
    
    6,429,845Depreciation and amortization
    
    
    960,675
    
    
    
    2,372,781
    
    
    
    87,800
    
    
    
    3,421,256Operating gains
    
    
    
    
    
    
    5,091,764
    
    
    
    
    
    
    
    5,091,764Operating income
    
    
    1,472,935
    
    
    
    26,545,979
    
    
    
    (4,479,875
    )
    
    
    23,539,039Income (loss) attributable to Company
    
    
    976,664
    
    
    
    9,680,712
    
    
    
    (2,988,129
    )
    
    
    7,669,247
 Development/2009
    
    Casino operations
    
    
    management
    
    
    Corporate
    
    
    ConsolidatedRevenues
    
    $
    9,048,686
    
    
    $
    9,953,009
    
    
    $
    10,988
    
    
    $
    19,012,683Selling, general and administrative expense
    
    
    1,757,923
    
    
    
    586,291
    
    
    
    4,128,903
    
    
    
    6,473,117Depreciation and amortization
    
    
    984,824
    
    
    
    1,019,919
    
    
    
    85,351
    
    
    
    2,090,094Operating gains
    
    
    
    
    
    
    2,596,459
    
    
    
    
    
    
    
    2,596,459Operating income
    
    
    2,064,293
    
    
    
    10,892,130
    
    
    
    (4,370,491
    )
    
    
    8,585,932Income (loss) attributable to Company
    
    
    1,365,673
    
    
    
    6,301,194
    
    
    
    (2,898,628
    )
    
    
    4,768,239
  Development/2010
    
    Casino operations
    
    
    management
    
    
    Corporate
    
    
    ConsolidatedTotal assets
    
    $
    19,949,159
    
    
    $
    16,705,051
    
    
    $
    19,796,576
    
    
    $
    56,450,786Property and equipment, net
    
    
    7,325,852
    
    
    
    241
    
    
    
    46,158
    
    
    
    7,372,251Goodwill
    
    
    10,308,520
    
    
    
    
    
    
    
    
    
    
    
    10,308,520Liabilities
    
    
    1,319,064
    
    
    
    1,621,394
    
    
    
    715,481
    
    
    
    3,655,939
 Development/2009
    
    Casino operations
    
    
    management
    
    
    Corporate
    
    
    ConsolidatedTotal assets
    
    $
    19,800,305
    
    
    $
    22,790,171
    
    
    $
    8,995,110
    
    
    $
    51,585,586Property and equipment, net
    
    
    7,834,951
    
    
    
    818
    
    
    
    125,965
    
    
    
    7,961,734Goodwill
    
    
    10,308,520
    
    
    
    
    
    
    
    
    
    
    
    10,308,520Liabilities
    
    
    1,125,099
    
    
    
    2,871,553
    
    
    
    2,632,008
    
    
    
    6,628,660
 16. SUBSEQUENT EVENTS
    47




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##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A.
    
    Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
 Evaluation of Internal Control Over Financial Reporting
  
 Item 9B.
    
    Other Information.
  
 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.
   48




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##### Table of Contents



Item 14.
    
    Principal Accountants Fees and Services.
   49




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##### Table of Contents



Item 15.
    
    Exhibits.
 (a)
    
    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, 2010 and 2009;
 
    
    Consolidated Statements of Operations for the years ended December 31, 2010 and
2009;
 
    
    Consolidated Statements of Stockholders Equity for the years ended December
31, 2010 and 2009;
 
    
    Consolidated Statements of Cash Flows for the years ended December 31, 2010 and
2009;
 
    
    Notes to Consolidated Financial Statements.
 (b)
    
    Exhibits
 ExhibitNumber
    
    Exhibit Description2.1
    
    
    Asset Purchase Agreement by and between Grand Victoria Casino &
Resort, L.P. and Full House Resorts, Inc., dated as of September
10, 2010 (Incorporated by reference to Exhibit 2.1 to Full Houses
Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 13, 2010. )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
    
    
    Amended and Restated Bylaws of Full House Resorts Inc.
(Incorporated by reference to Exhibit 3.1 to Full Houses Current
Report on Form 8-K as filed with the Securities and Exchange
Commission on June 4, 2008)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)10.8
    
    
    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)
  50




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10.9
    
    
    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
    
    
    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)
  51




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10.24
    
    
    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)10.25
    
    
    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) +10.26
    
    
    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) +10.27
    
    
    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) +10.28
    
    
    Amendment to Reducing Revolving Loan Agreement dated as of the 25th
day of June, 2009, by and between the Company and Nevada State
Bank. (Incorporated by reference to Exhibit 10.1 to Full Houses
Current Report on Form 8-K as filed with the Securities and
Exchange Commission on July 1, 2009)10.29
    
    
    Amendment to Reducing Revolving Promissory Note dated as of the
25th day of June, 2009, by and between the Company and Nevada State
Bank. (Incorporated by reference to Exhibit 10.2 to Full Houses
Current Report on Form 8-K as filed with the Securities and
Exchange Commission on July 1, 2009)10.30
    
    
    Credit Agreement dated October 29, 2010 by and among Full House
Resorts, Inc., the financial institutions from time to time listed
therein (the Lenders) and Wells Fargo Bank, National Association
as administrative agent for the Lenders, collateral agent for the
Secured Parties (as defined in the Credit Agreement), security
trustee for the Lenders, Letters of Credit Issuer and Swing Line
Lender (incorporated by reference to Exhibit 10.1 to Full Houses
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 2, 2010).10.31
    
    
    Commitment Increase Agreement dated December 17, 2010 by and among
the Company, Bank of Nevada and Wells Fargo (incorporated by
reference to Exhibit 10.1 to Full Houses Current Report on Form
8-K filed with the Securities and Exchange Commission on December
20, 2010).10.32
    
    
    Assignment Agreement dated December 17, 2010 by and among the
Company, Bank of Nevada and Wells Fargo (incorporated by reference
to Exhibit 10.2 to Full Houses Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 20, 2010).10.33
    
    
    Assignment Agreement dated December 17, 2010 by and among the
Company, Bank of Nevada, Capital One, N.A. and Wells Fargo
(incorporated by reference to Exhibit 10.3 to Full Houses Current
Report on Form 8-K filed with the Securities and Exchange
Commission on December 20, 2010).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 officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 *32.2
    
    
    Certification of principal financial officer pursuant to 18 U.S.C.
section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 *
 
 *
    
    Filed herewith.+
    
    Executive compensation plan or arrangement  52




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##### Table of Contents



SIGNATURES
  FULL HOUSE RESORTS, INC.Date: March 7, 2011
    By:
    /s/ ANDRE M. HILLIOUAndre M. Hilliou, Chief Executive Officer  Name and Capacity
    
    Date/s/ ANDRE M. HILLIOU

Andre M. Hilliou, Chief
Executive Officer and 
Director Chairman of the Board
(Principal Executive Officer)
    
    March 7, 2011/s/ LEE A. IACOCCA

Lee A. Iacocca, Director
    
    March 7, 2011/s/ KEN ADAMS

Ken Adams, Director
    
    March 7, 2011/s/ CARL G. BRAUNLICH

Carl G. Braunlich, Director
    
    March 7, 2011/s/ KATHLEEN CARACCIOLO

Kathleen Caracciolo,
    
    March 7, 2011Director/s/ MARK J. MILLER

Mark J. Miller, Chief
Financial Officer and COO
(Principal Financial and
Accounting Officer)
    
    March 7, 2011
  53