1319842--4/17/2006--Virgin_River_Casino

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{debt, indebtedness, cash}

{investment, property, distribution}

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{loss, insurance, financial}

{stock, price, operating}

{loan, real, estate}

{competitive, industry, competition}

{cost, contract, operation}

{cost, operation, labor}

{personnel, key, retain}

{regulation, change, law}

Competition We face substantial competition in the gaming industry. Dependence on Management We rely on our Chairman of the Board, Chief Executive Officer and President, the loss of whose services could materially and adversely affect our business. Governmental Regulations We face extensive regulation from gaming and other government authorities. Concentration of Ownership O ur Chairman of the Board, Chief Executive Officer and President owns a substantial majority of the Company and could have interests that conflict with the noteholders. Union Efforts to Organize Employees Our business, financial condition, and results of operation may be harmed by union efforts to organize our employees. Factors Beyond Our Control Our business, financial condition and results of operations are dependent in part on a number of factors that are beyond our control. Environmental Matters We are subject to environmental laws and potential exposure to environmental liabilities. This may cause us to incur costs or affect our ability to develop, sell or rent our property or to borrow money where such property is required to be used as collateral. Risks Associated with Construction Projects Expansion and renovation efforts are inherently subject to significant development and construction risks. Uninsured Losses We may incur losses that are not adequately covered by insurance which may harm our financial condition and results of operations. Risks Related to the Notes Our substantial level of debt could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes and our other debt. To service our debt, we will require a significant amount of cash. If we fail to generate sufficient cash flow from future operations, we may have to refinance all or a portion of our debt or seek to obtain additional financing. Value of Collateral Securing the Senior Secured Notes The fair market value of the collateral securing the Senior Secured Notes may not be sufficient to pay the amounts owed under the Senior Secured Notes. As a result, holders of the Senior Secured Notes may not receive full payment following an event of default. Lien Subordination of Senior Secured Notes The lien on the collateral securing the Senior Secured Notes is contractually subordinated pursuant to the intercreditor agreement to the liens securing our senior secured credit facility and also is subject to the prior claim of purchase money lenders and holders of mechanics liens. Limited Ability of Holders of Senior Secured Notes to Exercise Remedies The rights of the trustee and holders of Senior Secured Notes to exercise remedies under the indenture are limited by an intercreditor agreement between the trustee and the lenders under our senior secured credit facility. Limited Ability of Holders of Senior Secured Notes to Realize on Collateral Gaming laws, bankruptcy laws and other factors may delay or otherwise impede the trustee s ability to foreclose on the collateral securing the Senior Secured Notes. Senior Subordinated Notes Are Unsecured If we fail to meet our payment or other obligations under our secured debt, including the Senior Secured Notes and our senior secured credit facility, the holders of our secured debt could foreclose on, and acquire control of, substantially all of our assets. Subordination of Senior Subordinated Notes The right to receive payments on the Senior Subordinated Notes or under the guarantees thereof is subordinated to our senior debt, including the Senior Secured Notes and our senior secured credit facility. Restrictive Covenants The indentures governing the notes and our senior secured credit facility contain covenants that significantly restrict our operations. Ability to Repurchase Notes Our ability to repurchase the notes upon a change of control or an asset sale may be limited. Required Regulatory Redemption Noteholders may be required to be licensed by a gaming authority and, if not so licensed, their notes will be subject to redemption. Fraudulent Transfer Under certain circumstances, a court could cancel the guarantees of our subsidiaries or limit the obligations of an individual issuer under the notes. No Existing Trading Market for the Notes There is currently no trading market for the notes, and an active trading market may not develop for the notes. The failure of a market to develop for the notes could affect the liquidity and value of the notes. Original Issue Discount on Senior Subordinated Notes The Senior Subordinated Notes have significant original issue discount, or OID, for United State federal income tax purposes, and accordingly, United States holders of the Senior Subordinated Notes will be required to include OID in income in advance of the receipt of cash attributable to such income. Past Breach of Credit Facility Covenants We have breached certain covenants of our previous credit facility.

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1319842--4/17/2006--Virgin_River_Casino_CORP