##### 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, 2009
 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
(Title of Each Class)
    
    NYSE Amex (formerly American Stock Exchange)
(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 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




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##### 



TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    15Item 1B. Unresolved Staff Comments
    
    
    15Item 2. Properties
    
    
    16Item 3. Legal Proceedings
    
    
    16Item 4. Submission of Matters to a Vote of Security Holders
    
    
    16PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    17Item 6. Selected Financial Data
    
    
    17Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 8. Financial Statements and Supplementary Data
    
    
    28Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    49Item 9A (T). Controls and Procedures
    
    
    49Item 9B. Other Information
    
    
    49PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    49Item 11. Executive Compensation
    
    
    49Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    50Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    50Item 14. Principal Accountants Fees and Services
    
    
    50Item 15. Exhibits
    
    
    51Exhibit 21Exhibit 23Exhibit 31.1Exhibit 31.2Exhibit 32.1
   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
    4




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Projects in Development
 Northern Cheyenne Tribe  Decker, Montana
    5




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Discontinued Projects
 Nambé Pueblo Indian Tribe  Santa Fe, New Mexico
  GOVERNMENT REGULATION
     6




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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;
 
    
    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.
    7




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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.
    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.
   9




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
    
    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.
   
    
    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.
   10




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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.
   
    
    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.
  11




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
    
    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;
 
    
    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
  12




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
    
    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.
   Huron Tribal Gaming Commission
   13




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Costs and Effects of Compliance with Environmental Laws
    COMPETITION
     14




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EMPLOYEES
  
 Item 1A.
    
    Risk Factors.
  
 Item 1B.
    
    Unresolved Staff Comments.
   15




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Item 2.
    
    Properties.
     
 Item 3.
    
    Legal Proceedings.
    
 Item 4.
    
    Submission of Matters to a Vote of Security Holders.
   16




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
  High
    
    
    LowYear Ended December 31, 2009First Quarter
    
    $
    1.22
    
    
    $
    0.90Second Quarter
    
    
    2.80
    
    
    
    1.15Third Quarter
    
    
    2.98
    
    
    
    2.10Fourth Quarter
    
    
    3.98
    
    
    
    2.25Year Ended December 31, 2008First Quarter
    
    $
    2.80
    
    
    $
    1.26Second Quarter
    
    
    2.59
    
    
    
    1.44Third Quarter
    
    
    2.13
    
    
    
    1.35Fourth Quarter
    
    
    1.55
    
    
    
    0.95
    
 Item 6.
    
    Selected Financial Data.
  
 Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Forward Looking Statements
   17




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
    
    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
  Critical Accounting Estimates and Policies
    18




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Long-term assets related to Indian casino projects
 Accounting Standards Codification
    
    
    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.
  19




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Notes receivable
     Contract rights
    20




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Summary of assets related to Indian casino projects
  2009
    
    
    2008FireKeepers:Notes receivable, tribal governments
    
    $
    4,682,420
    
    
    $
    4,097,002Contract rights, net
    
    
    15,617,016
    
    
    
    16,636,358$
    20,299,436
    
    
    $
    20,733,360Other projects:Notes receivable, tribal governments
    
    $
    430,467
    
    
    $
    1,017,765Contract rights, net
    
    
    
    
    
    
    159,194430,467
    
    
    
    1,176,959$
    20,729,903
    
    
    $
    21,910,319
     21




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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.
  Consolidation
  22




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Recently Issued Accounting Pronouncements
  Results of Operations
  Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
 Operating revenues from continuing operations.
 Operating costs and expenses from continuing operations.
 Project development costs.
 Selling, general and administrative expense.
 Operating gains (losses).
  23




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Other income (expense).
 Income taxes.
 Non-controlling interest.
 Liquidity and Capital Resources
      24




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25




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th
 FireKeepers project
     
    
    Reimbursable amounts funded by the members, due from the Michigan Tribe before the
RAM buy-in as the prior agreements were silent on reimbursements to members.
 
    
    Non-reimbursable amounts funded by the Company, related to the Michigan Tribe, as the
prior agreements were unclear if these were reimbursable by GEM to the Company.
 
    
    Repayments of disproportionate advances by the Company as prior agreements were
unclear as to what percentages would be used regarding repayment.
  26




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Other projects
     27




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Item 7A.
    
    Quantitative and
Qualitative Disclosures about Market Risk.
  
 Item 8.
    
    Financial Statements and Supplementary Data.
 PageReport of Independent Registered Public Accounting Firm
    
    
    29Consolidated Balance Sheets
    
    
    30Consolidated Statement of Operations
    
    
    31Consolidated Statements of Shareholders Equity
    
    
    32Consolidated Statements of Cash Flows
    
    
    33Notes to Consolidated Financial Statements
    
    
    34
  28




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
   29




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 DECEMBER 31, 2009 AND 2008
 2009
    
    
    2008ASSETSCurrent assetsCash and equivalents
    
    $
    9,198,399
    
    
    $
    5,304,755Notes receivable related to tribal casino project
    
    
    4,682,420
    
    
    
    Accounts receivable, net of allowance for doubtful accounts of $1,072 and
$20,000
    
    
    1,802,100
    
    
    
    597,848Prepaid expenses
    
    
    372,735
    
    
    
    504,021Deferred tax asset
    
    
    136,126
    
    
    
    293,598Deposits and other
    
    
    90,685
    
    
    
    98,209Asset held for sale
    
    
    
    
    
    
    45,00016,282,465
    
    
    
    6,843,431Property and equipment, net of accumulated depreciation, of $5,940,540 and
$4,985,766
    
    
    7,961,734
    
    
    
    8,630,024Long-term assets related to tribal casino projectsNotes receivable
    
    
    430,467
    
    
    
    5,114,767Contract rights, net of accumulated amortization of $1,748,570 and $729,228
    
    
    15,617,016
    
    
    
    16,795,55216,047,483
    
    
    
    21,910,319Other assetsGoodwill
    
    
    10,308,520
    
    
    
    10,308,520Deposits and other
    
    
    985,384
    
    
    
    775,82911,293,904
    
    
    
    11,084,349$
    51,585,586
    
    
    $
    48,468,123LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt to joint venture affiliate
    
    $
    1,450,087
    
    
    $
    Current portion of long-term debt, other
    
    
    
    
    
    
    225,224Accounts payable
    
    
    136,485
    
    
    
    239,059Income taxes payable
    
    
    2,273,777
    
    
    
    115,485Accrued expenses
    
    
    1,012,226
    
    
    
    906,3324,872,575
    
    
    
    1,486,100Long-term debt due to joint venture affiliate, including accrued interest of
$153,610 in 2008, net of current portion
    
    
    
    
    
    
    3,137,600Long-term debt, other, net of current portion
    
    
    
    
    
    
    3,066,639Deferred tax liability
    
    
    1,756,085
    
    
    
    1,594,4246,628,660
    
    
    
    9,284,763Stockholders equityCommon stock, $.0001 par value, 25,000,000 shares authorized; 19,358,276
shares issued in 2009 and 19,350,276 shares issued in 2008
    
    
    1,936
    
    
    
    1,935Additional paid-in capital
    
    
    42,665,390
    
    
    
    42,356,098Treasury stock, 1,356,595 and 1,210,414 common shares
    
    
    (1,654,075
    )
    
    
    (1,502,182
    )Deficit
    
    
    (1,504,320
    )
    
    
    (6,272,559
    )39,508,931
    
    
    
    34,583,292Non-controlling interest in consolidated joint venture
    
    
    5,447,995
    
    
    
    4,600,06844,956,926
    
    
    
    39,183,360$
    51,585,586
    
    
    $
    48,468,123
   30




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 2009
    
    
    2008RevenuesCasino
    
    $
    7,194,476
    
    
    $
    7,483,644Food and beverage
    
    
    1,775,623
    
    
    
    2,099,222Management fees
    
    
    9,953,009
    
    
    
    Other
    
    
    89,575
    
    
    
    89,07519,012,683
    
    
    
    9,671,941Operating costs and expensesCasino
    
    
    2,271,337
    
    
    
    2,399,012Food and beverage
    
    
    1,970,309
    
    
    
    2,321,907Project development costs
    
    
    218,353
    
    
    
    151,120Selling, general and administrative
    
    
    6,473,117
    
    
    
    6,262,084Depreciation and amortization
    
    
    2,090,094
    
    
    
    1,213,63613,023,210
    
    
    
    12,347,759Operating gains (losses)Equity in net income of unconsolidated joint venture, and related guaranteed
payments
    
    
    4,929,337
    
    
    
    4,772,248Unrealized gains on notes receivable, tribal governments
    
    
    567,348
    
    
    
    2,103,630Member agreement modification
    
    
    (2,147,327
    )
    
    
    Impairment and settlement losses
    
    
    (752,899
    )
    
    
    (585,000
    )2,596,459
    
    
    
    6,290,878Operating income
    
    
    8,585,932
    
    
    
    3,615,060Other income (expense)Interest and other income
    
    
    389,008
    
    
    
    171,962Interest expense, including amortization of debt costs of $8,395 and $12,391
    
    
    (173,819
    )
    
    
    (532,499
    )Income from continuing operations before income taxes
    
    
    8,801,121
    
    
    
    3,254,523Income taxes
    
    
    (3,184,955
    )
    
    
    (1,307,085
    )Income from continuing operations net of income taxes
    
    
    5,616,166
    
    
    
    1,947,438Income from discontinued operations, net of income taxes in 2008 of $23,377
    
    
    
    
    
    
    38,145Net income
    
    
    5,616,166
    
    
    
    1,985,583Income attributable to non-controlling interest in consolidated joint venture
    
    
    (847,927
    )
    
    
    (367,293
    )Net income attributable to the Company
    
    $
    4,768,239
    
    
    $
    1,618,290Income from continuing operations per common share attributable to the CompanyBasic and diluted
    
    $
    0.26
    
    
    $
    0.08Income from discontinued operations per common share attributable to the CompanyBasic and diluted
    
    
    0.00
    
    
    
    0.00Net income per common share attributable to the CompanyBasic and diluted
    
    $
    0.26
    
    
    $
    0.08Weighted-average number of common shares outstandingBasic and diluted
    
    
    18,025,326
    
    
    
    19,116,311Amounts attributable to the Company:Income from continuing operations, net of tax
    
    $
    4,768,239
    
    
    $
    1,580,145Income from discontinued operations, net of tax
    
    
    
    
    
    
    38,145Net income attributable to the Company
    
    $
    4,768,239
    
    
    $
    1,618,290
   31




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FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 Additional
    
    
    
    
    
    
    
    
    
    
    TotalCommon stock
    
    
    Treasury stock
    
    
    paid-in
    
    
    
    
    
    
    Non-controlling
    
    
    stockholders2009
    
    Shares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    capital
    
    
    Deficit
    
    
    interests
    
    
    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
 Additional
    
    
    
    
    
    
    
    
    
    
    TotalCommon stock
    
    
    Treasury stock
    
    
    paid-in
    
    
    
    
    
    
    Non-controlling
    
    
    stockholders2008
    
    Shares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    capital
    
    
    Deficit
    
    
    interests
    
    
    equityBeginning balances
    
    
    19,342,276
    
    
    $
    1,934
    
    
    
    
    
    
    $
    
    
    
    $
    41,557,043
    
    
    $
    (7,890,849
    )
    
    $
    4,232,775
    
    
    $
    37,900,903Previously
deferred
share-based
compensation
recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    839,753
    
    
    
    
    
    
    
    
    
    
    
    839,753Issuances of
common stock
    
    
    8,000
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    14,399
    
    
    
    
    
    
    
    
    
    
    
    14,400Purchase of
treasury stock
    
    
    
    
    
    
    
    
    
    
    1,210,414
    
    
    
    (1,502,182
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,502,182
    )Income tax
benefit of stock
options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,097
    )
    
    
    
    
    
    
    
    
    
    
    (55,097
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,618,290
    
    
    
    367,293
    
    
    
    1,985,583Ending balances
    
    
    19,350,276
    
    
    $
    1,935
    
    
    
    1,210,414
    
    
    $
    (1,502,182
    )
    
    $
    42,356,098
    
    
    $
    (6,272,559
    )
    
    $
    4,600,068
    
    
    $
    39,183,360
   32




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##### Table of Contents



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    4,768,239
    
    
    $
    1,618,290Adjustments to reconcile net income to net cash provided by operating activities:Equity in net income of unconsolidated investee
    
    
    (3,468,195
    )
    
    
    (3,691,146
    )Distributions from unconsolidated investee
    
    
    3,420,469
    
    
    
    3,525,232Non-controlling interest in consolidated joint venture
    
    
    847,927
    
    
    
    367,293Unrealized gain on notes receivable, tribal governments
    
    
    (567,348
    )
    
    
    (2,103,630
    )Depreciation
    
    
    1,070,752
    
    
    
    1,155,334Amortization of gaming and other rights
    
    
    1,019,342
    
    
    
    58,301Impairment loss adjustments
    
    
    752,899
    
    
    
    85,000Share-based compensation
    
    
    309,293
    
    
    
    799,056Member agreement modification
    
    
    2,147,327
    
    
    
    Increases and decreases in operating assets and liabilities:Accounts receivable
    
    
    (1,204,252
    )
    
    
    (277,983
    )Prepaid expenses
    
    
    131,286
    
    
    
    (152,362
    )Deferred tax asset
    
    
    157,472
    
    
    
    46,891Deposits and other current assets
    
    
    7,524
    
    
    
    73,909Other assets
    
    
    (156,263
    )
    
    
    13,132Accounts payable and accrued expenses
    
    
    98,481
    
    
    
    (250,829
    )Income taxes payable
    
    
    2,158,292
    
    
    
    115,485Deferred tax liability
    
    
    161,661
    
    
    
    894,912Net cash provided by operating activities
    
    
    11,654,906
    
    
    
    2,276,885Cash flows from investing activities:Advances to tribal governments
    
    
    
    
    
    
    (86,123
    )Net proceeds from sale of hotel
    
    
    
    
    
    
    6,961,020Acquisition of contract rights and other assets
    
    
    
    
    
    
    (2,092,720
    )Collection of tribal note receivable
    
    
    
    
    
    
    9,253,467Purchase of property and equipment
    
    
    (404,679
    )
    
    
    (549,389
    )Proceeds from sale of assets
    
    
    20,569
    
    
    
    Other
    
    
    854
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (383,256
    )
    
    
    13,486,255Cash flows from financing activities:Repayment of long-term debt
    
    
    (7,616,863
    )
    
    
    (18,660,575
    )Borrowings
    
    
    395,000
    
    
    
    1,728,512Purchase of treasury stock
    
    
    (151,893
    )
    
    
    (1,502,182
    )Loan acquisition costs
    
    
    (4,250
    )
    
    
    Net cash used in financing activities
    
    
    (7,378,006
    )
    
    
    (18,434,245
    )Net increase (decrease) in cash and equivalents
    
    
    3,893,644
    
    
    
    (2,671,105
    )Cash and equivalents, beginning of year
    
    
    5,304,755
    
    
    
    7,975,860Cash and equivalents, end of year
    
    $
    9,198,399
    
    
    $
    5,304,755
 2009
    
    
    2008SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    $
    102,764
    
    
    $
    440,561Cash paid for income taxes
    
    $
    671,485
    
    
    $
    815,210NON-CASH INVESTING AND FINANCING ACTIVITIES:Capital expenditures financed with accounts payable
    
    
    
    
    
    $
    8,856Debt refinanced through line of credit
    
    $
    705,989
    
    
    
    
   33




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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.
    34




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##### Table of Contents




    
    Reimbursable amounts funded by the members, due from the Michigan Tribe before
the RAM buy-in as the prior agreements were silent on reimbursements to members.
 
    
    Non-reimbursable amounts funded by the Company, related to the Michigan Tribe,
as the prior agreements were unclear if these were reimbursable by GEM to the
Company.
 
    
    Repayments of disproportionate advances by the Company since prior versions of
the agreement were unclear as to what percentages would be used regarding
repayment.
 Stockmans.
 Other.
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of presentation and accounting.
   Use of estimates.
 Cash equivalents.
  35




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##### Table of Contents



Concentrations and economic risks and uncertainties.
    Property and equipment.
 Debt issuance costs.
 Investment in unconsolidated joint venture.
 Assets related to Indian casino projects.
    36




---



##### 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.
    Goodwill.
 Revenue recognition and promotional allowances.
 2009
    
    
    2008Food and beverage
    
    $
    222,294
    
    
    $
    137,360Cash incentives
    
    
    414,813
    
    
    
    586,582Other incentives
    
    
    909
    
    
    
    1,251$
    638,016
    
    
    $
    725,193
   37




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##### Table of Contents



Share-based
compensation.
 Legal defense costs.
 Income taxes.
 Income per common share.
 Reclassifications.
 3. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
      38




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##### Table of Contents



CONDENSED BALANCE SHEET INFORMATION
 2009
    
    
    2008Total assets
    
    $
    420,907
    
    
    $
    636,553Total liabilities
    
    
    205,838
    
    
    
    516,936Members capital
    
    
    215,069
    
    
    
    119,617
 CONDENSED STATEMENT OF INCOME INFORMATION
 2009
    
    
    2008Revenues
    
    $
    24,255,490
    
    
    $
    24,816,268Net income
    
    
    6,936,391
    
    
    
    7,382,290
 4. NOTES RECEIVABLE, TRIBAL GOVERNMENTS
   2009
    
    
    2008Contractual (stated) amount:FireKeepers Development Authority
    
    $
    5,000,000
    
    
    $
    5,000,000Other
    
    
    1,280,475
    
    
    
    1,281,329$
    6,280,475
    
    
    $
    6,281,329Estimated fair value of notes receivable:FireKeepers Development Authority
    
    $
    4,682,420
    
    
    $
    4,097,002Other
    
    
    430,467
    
    
    
    1,017,765$
    5,112,887
    
    
    $
    5,114,767
    39




---



##### Table of Contents



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
 2008FireKeepersDevelopmentTotal
    
    
    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
  40




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##### Table of Contents



5. CONTRACT RIGHTS
  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
 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
     6. FAIR VALUE OF FINANCIAL INSTRUMENTS
   41




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##### Table of Contents



7. PROPERTY AND EQUIPMENT
  Estimatedusefullives
    
    
    2009
    
    
    2008Land
    
    
    
    
    
    $
    1,885,400
    
    
    $
    1,885,400Buildings and improvements
    
    10-39
    
    
    
    5,580,045
    
    
    
    5,580,045Furniture and equipment
    
    5-7
    
    
    
    6,436,829
    
    
    
    6,150,34513,902,274
    
    
    
    13,615,790Less accumulated depreciation
    
    
    
    
    
    
    (5,940,540
    )
    
    
    (4,985,766
    )$
    7,961,734
    
    
    $
    8,630,024
 8. LONG-TERM DEBT
  2009
    
    
    2008Long-term debt, due to co-venturer (RAM):Promissory notes, currently expected to be
due in 2010, (no interest at December 31,
2009, and interest at 4.25% at December 31,
2008)
    
    $
    1,450,087
    
    
    $
    3,137,600Less current portion
    
    
    (1,450,087
    )
    
    
    $
    
    
    
    $
    3,137,600Other:Reducing revolving loan, initial $16.0 million limit on January 31,
2007, due January 31, 2022, interest at 2.1% above the five-year
LIBOR/swap rate, adjusted annually (7.24% at December 31, 2009, and
7.39% at December 31, 2008)
    
    
    
    
    
    $
    2,469,275Promissory note to Peters Family Trust, $1.25 million on January 31,
2007, paid in full as of June 30, 2009, interest at a fixed annual rate
of 7.44%
    
    
    
    
    
    
    822,5883,291,863Less current portion
    
    
    
    
    
    
    (225,224
    )$
    3,066,639
 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.
 9. STOCKHOLDERS EQUITY
   10. INCOME TAXES
  2009
    
    
    2008Current:Federal
    
    $
    2,255,965
    
    
    $
    241,907State
    
    
    609,857
    
    
    
    396,6952,865,822
    
    
    
    638,602Deferred:Federal
    
    
    223,572
    
    
    
    691,860State
    
    
    95,561319,133
    
    
    
    691,8603,184,955
    
    
    
    1,330,462Less discontinued operations
    
    
    
    
    
    
    (23,377
    )Continuing operations
    
    $
    3,184,955
    
    
    $
    1,307,085
  43




---



##### Table of Contents



2009
    
    
    2008Tax provision at U.S. statutory rate
    
    $
    2,704,086
    
    
    $
    981,658State taxes, net of federal benefit
    
    
    519,203
    
    
    
    262,469Other (benefit)
    
    
    (38,334
    )
    
    
    62,958$
    3,184,955
    
    
    $
    1,307,085
  2009
    
    
    2008Deferred tax assets:Deferred compensation
    
    $
    37,186
    
    
    $
    161,146Prepaid expenses and accruals
    
    
    84,479
    
    
    
    84,280Allowance for doubtful accounts
    
    
    364
    
    
    
    6,800Depreciation of fixed assets
    
    
    36,931
    
    
    
    20,224Other
    
    
    53,487
    
    
    
    41,371212,447
    
    
    
    313,821Deferred tax liabilities:Interest in partnerships
    
    
    (74,743
    )
    
    
    Amortization of gaming rights and unrealized gain on tribal receivables
    
    
    (946,274
    )
    
    
    (1,153,989
    )Amortization of goodwill
    
    
    (694,830
    )
    
    
    (460,658
    )Other
    
    
    (116,559
    )
    
    
    (1,832,406
    )
    
    
    (1,614,647
    )Net deferred tax liability
    
    $
    (1,619,959
    )
    
    $
    (1,300,826
    )
  11. COMMITMENTS
 Operating leases.
   2010
    
    $
    112,6792011
    
    
    119,7822012
    
    
    116,1782013
    
    
    95,1772014
    
    
    4,602$
    448,418
 Financing of Indian gaming projects.
  44




---



##### Table of Contents



GEM distributions to member.
 Employment agreements .
 Defined Contribution Pension Plan.
 12. SHARE-BASED COMPENSATION PLANS
    45




---



##### Table of Contents



2009
    
    
    2008Weighted
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averagegrant date
    
    
    
    
    
    
    grant datevalue (per
    
    
    
    
    
    
    value (perShares
    
    
    share)
    
    
    Shares
    
    
    share)Unvested at beginning of year
    
    
    275,419
    
    
    $
    3.53
    
    
    
    514,169
    
    
    $
    3.52Vested
    
    
    (238,752
    )
    
    
    3.51
    
    
    
    (238,750
    )
    
    
    3.51ForfeitedUnvested at end of year
    
    
    36,667
    
    
    $
    3.64
    
    
    
    275,419
    
    
    $
    3.53
  2008Weighted-averageexerciseOptions
    
    
    PriceOutstanding at beginning of year
    
    
    75,000
    
    
    $
    2.25Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (75,000
    )
    
    
    2.25Outstanding at end of year
    
    
    
    
    
    
    Exercisable at year-end
    
    
    
    
    
    
    
  46




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##### Table of Contents



13. CONTINGENCIES
    14. SEGMENT REPORTING
   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/2008
    
    Casino operations
    
    
    management
    
    
    Corporate
    
    
    ConsolidatedRevenues
    
    $
    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
    
    
    
    
    
    
    
    6,290,878Operating income
    
    
    1,963,511
    
    
    
    5,620,319
    
    
    
    (3,968,770
    )
    
    
    3,615,060Income (loss) attributable to Company
    
    
    1,316,264
    
    
    
    3,051,940
    
    
    
    (2,788,059
    )
    
    
    1,580,145
  47




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##### Table of Contents



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
 Development/2008
    
    Casino operations
    
    
    management
    
    
    Corporate
    
    
    ConsolidatedTotal assets
    
    $
    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
    
    
    955,801
    
    
    
    4,475,884
    
    
    
    3,853,078
    
    
    
    9,284,763
 15. SUBSEQUENT EVENTS
   48




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##### Table of Contents



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.
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
  
 Item 11.
    
    Executive Compensation.
   49




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##### Table of Contents



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.
   50




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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, 2009 and 2008;
 
    
    Consolidated Statements of Operations for the years ended December 31, 2009 and
2008;
 
    
    Consolidated Statements of Stockholders Equity for the years ended December
31, 2009 and 2008;
 
    
    Consolidated Statements of Cash Flows for the years ended December 31, 2009 and
2008;
 
    
    Notes to Consolidated Financial Statements.
 (b)
    
    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
    
    

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-KSBfor the
fiscal ended December 31, 2005)
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##### 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)
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##### 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)10.31
    
    
    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)10.32
    
    
    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)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.  53




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##### Table of Contents



SIGNATURES
  FULL HOUSE RESORTS, INC.Date: March 23, 2010
    By:
    /s/ ANDRE M. HILLIOUAndre M. Hilliou, Chief Executive Officer  Name and Capacity
    
    Date/s/ J. MICHAEL PAULSON

J. Michael Paulson, Director
    
    March 23, 2010/s/ ANDRE M. HILLIOU

Andre M. Hilliou, Chief
Executive Officer and
Director Chairman of the Board

(Principal Executive Officer)
    
    March 23, 2010/s/ LEE A. IACOCCA

Lee A. Iacocca, Director
    
    March 23, 2010/s/ KEN ADAMS

Ken Adams, Director
    
    March 23, 2010/s/ CARL G. BRAUNLICH

Carl G. Braunlich, Director
    
    March 23, 2010/s/ KATHLEEN CARACCIOLO

Kathleen Caracciolo,
    
    March 23, 2010Director/s/ MARK J. MILLER

Mark J. Miller, Chief
Financial Officer and COO
(Principal Financial and
Accounting Officer)
    
    March 23, 2010
  54