UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 000-50635

COLONY RESORTS LVH ACQUISITIONS, LLC

(Exact Name of Registrant as Specified in its Charter)

NEVADA	41-2120123
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification Number)
3000 PARADISE ROAD LAS VEGAS, NEVADA	89109
(Address of Principal Executive Offices)	(Zip Code)

702-732-5111

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes  ¨    No  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  x

As of October 31, 2005, there were 0.90 Class A Membership Units held by Colony Resorts LVH Coinvestment Voteco, LLC and 0.60 Class A Membership Units held by Colony Resorts LVH Voteco, LLC which are now owned by Resorts International Entertainment, LLC.

COLONY RESORTS LVH ACQUISITIONS, LLC

FORM 10-Q

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COLONY RESORTS LVH ACQUISITIONS, LLC
UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS:
UNAUDITED CONDENSED BALANCE SHEETS	1
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS	2
UNAUDITED CONDENSED STATEMENTS OF MEMBERS’ EQUITY	4
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS	5
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	24
ITEM 4. CONTROLS AND PROCEDURES	25
PART II. OTHER INFORMATION	26
ITEM 6. EXHIBITS	26
SIGNATURES	28

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED BALANCE SHEETS

(in thousands)

	September 30, 2005		December 31, 2004
Assets
CURRENT ASSETS:
Cash and equivalents	$	19,920	$	12,888
Restricted cash		2,412		1,420
Accounts receivable, net		20,720		14,298
Related Party Receivables		523		2,327
Inventories		2,596		3,276
Prepaid expenses and other current assets		7,443		4,909
Total current assets		53,614		39,118
PROPERTY AND EQUIPMENT, NET		301,439		296,490
RESTRICTED CASH		11,178		26,151
OTHER ASSETS, NET		2,016		3,638
Total assets	$	368,247	$	365,397
Liabilities and Members’ Equity
CURRENT LIABILITIES:
Account payable	$	3,220	$	2,035
Accrued expenses		37,297		34,117
Total current liabilities		40,517		36,152
TERM LOAN		200,000		200,000
Total liabilities		240,517		236,152
COMMITMENTS AND CONTINGENCIES
REDEEMABLE MEMBERS’ EQUITY		60,000		60,000
MEMBERS’ EQUITY		67,730		69,245
Total liabilities and members’ equity	$	368,247	$	365,397

See notes to the unaudited condensed financial statements.

1

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except unit data)

	For the three months ended September 30, 2005			For the three months ended September 30, 2004
Revenues:
Casino	$	21,572		$	22,773
Rooms		20,771			19,339
Food and beverage		15,028			12,665
Other revenue		7,406			3,967
Total revenue		64,777			58,744
Less: promotional allowances		(6,123	)		(6,025	)
Net revenues		58,654			52,719
Expenses:
Casino		15,374			15,319
Rooms		6,959			6,249
Food and beverage		12,089			10,958
Other expense		5,207			2,897
General & administrative		17,446			16,526
Depreciation		2,812			1,965
Pre-opening expenses		—			—
Management fee to parent		487			—
		60,374			53,914
Operating income (loss)		(1,720	)		(1,195	)
Interest expense		5,265			4,270
Net income (loss)	$	(6,985	)	$	(5,465	)
Net income (loss) allocation
Allocable to Class A	$	—		$	—
Allocable to Class B	$	(6,985	)	$	(5,465	)
Basic weighted average Class A membership units outstanding		1.50			1.50
Basic weighted average Class B membership units outstanding		1,500,000.00			1,500,000.00
Diluted weighted average membership units outstanding		1,500,001.50			1,500,001.50
Net income (loss) per Class A membership unit-basic	$	(4.66	)	$	(3.64	)
Net income (loss) per Class B membership unit-basic	$	(4.66	)	$	(3.64	)
Per membership unit-diluted	$	(4.66	)	$	(3.64	)

See notes to the unaudited condensed financial statements.

2

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except unit data)

PREDECESSOR INFORMATION

	For the nine months ended September 30, 2005			For the nine months ended September 30, 2004			For the period from January 1, 2004 through June 17, 2004
Revenues:
Casino	$	67,061		$	24,542		$	38,471
Rooms		74,480			22,214			47,626
Food and beverage		49,609			14,609			31,412
Other revenue		20,111			4,386			10,382
Total revenue		211,261			65,751			127,891
Less: promotional allowances		(19,876	)		(6,725	)		(10,695	)
Net revenues		191,385			59,026			117,196
Expenses:
Casino		46,317			17,104			25,796
Rooms		20,453			7,144			12,738
Food and beverage		38,710			12,481			24,932
Other expense		13,273			3,174			5,021
General & administrative		50,800			19,164			30,295
Depreciation		7,380			2,226			8,741
Management fee to parent		487			—			—
Pre-opening expenses		—			6,325			3,567
		177,420			67,618			111,090
Operating income (loss)		13,965			(8,592	)		6,106
Interest expense		15,480			(4,898	)		—
Net income (loss)	$	(1,515	)	$	(13,490	)	$	6,106
Net income (loss) allocation
Allocable to Class A	$	—		$	—
Allocable to Class B	$	(1,515	)	$	(13,490	)
Basic weighted average Class A membership units outstanding		1.50			1.50
Basic weighted average Class B membership units outstanding		1,500,000.00			1,500,000.00
Diluted weighted average membership units outstanding		1,500,001.50			1,500,001.50
Net income (loss) per Class A membership unit-basic	$	(1.01	)	$	(8.99	)
Net income (loss) per Class B membership unit-basic	$	(1.01	)	$	(8.99	)
Per membership unit-diluted	$	(1.01	)	$	(8.99	)

See notes to the unaudited condensed financial statements.

3

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENT OF MEMBERS’ EQUITY

(in thousands)

	Capital Contribution		Accumulated Deficit			Total Members Equity
Balance, December 31, 2004	$	90,000	$	(20,755	)	$	69,245
Net Loss				(1,515	)		(1,515	)
Balance, September 30,2005	$	90,000	$	(22,270	)	$	67,730

See notes to the unaudited condensed financial statements.

4

COLONY RESORTS LVH ACQUISITIONS, LLC

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

PREDECESSOR INFORMATION

	For the nine months ended September 30, 2005			For the nine months ended September 30, 2004			For the period from January 1, 2004 through June 17, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(1,515	)	$	(13.490	)	$	6,106
Adjustments to reconcile net income(loss) to net cash provided by operating activities:
Depreciation		7,380			2,328			8,741
Provision for bad debts		823			—			(375	)
Interest rate cap		53			—			—
Amortization of debt issuance cost		1,579			279			—
Change in working capital components:
Accounts receivable		(7,245	)		(2,619	)		12,021
Inventories, prepaid expenses and other current assets		(1,863	)		(8,439	)		(1,228	)
Accounts payable and accrued expenses		4,365			5,532			(18,945	)
Other		—			—			32
Net cash provided by (used in) operating activities		3,577			(16,409	)		6,352
CASH FLOWS USED IN INVESTING ACTIVITIES:
Increase in restricted cash		13,981			(13,504	)		—
Increases (Decreases) to property and equipment		(12,330	)		(5,218	)		(2,998	)
Payment for purchase of LVH assets, net of cash acquired		—			(276,901	)		—
Net cash provided by (used in) investing activities		1,651			(295,623	)		(2,998	)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Proceeds from term loan		—			200,000			—
Proceeds from issuance of members’ equity		—			72,637			—
Proceeds from mandatorily redeemable members’ equity		—			60,000			—
Debt issuance costs		—			(3,570	)		—
Change in due to/from affiliated companies		1,804			—			(6,139	)
Net cash provided by (used in) financing activities		1,804			329,067			(6,139	)
Increase in cash and equivalents		7,032			17,035			(2,785	)
Cash and equivalents at beginning of period		12,888			—			12,734
Cash and equivalents at end of period	$	19,920		$	17,035		$	9,949
Supplemental Cash Flow Information:
Cash paid for interest, net of capitalized interest	$	13,472		$	3,073
Non-cash financing activity:
Conversion of Advances from Affiliates to Members’ Equity	$	—		$	17,363

See notes to the unaudited condensed financial statements.

5

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company (the “Company”), was formed at the direction of Colony Investors VI, L.P., a Delaware limited partnership (“Colony VI”) and an affiliate of Colony Capital, LLC (“Colony Capital”), under the laws of the State of Nevada on December 18, 2003. Pursuant to the Company’s Amended and Restated Operating Agreement, dated June 18, 2004 (the “Operating Agreement”), the Company will continue in existence perpetually. Members of the Company, however, may terminate the Operating Agreement and dissolve the Company at any time.

The Company’s members consist of Colony Resorts LVH Holdings, LLC (“Holdings”), which is a wholly owned subsidiary of Colony VI, a discrete investment fund managed by an affiliate of Colony Capital, Colony Resorts LVH Co-Investment Partners, L.P. (“Co-Investment Partners”), Colony Resorts LVH Coinvestment Voteco, LLC (“Coinvestment Voteco”) and Colony Resorts LVH Voteco, LLC (“Voteco”), each of which purchased Class A or Class B Membership Units on June 18, 2004 in connection with the equity financing described in Note 8.

Prior to June 18, 2004, the Company had conducted no business other than in connection with the execution of the Purchase and Sale Agreement (as defined below), relating to the acquisition of substantially all of the assets and certain liabilities of LVH Corporation, a Nevada corporation (“LVH”) (the “Acquisition”). LVH is a wholly-owned subsidiary of Caesars Entertainment, Inc., formerly Park Place Entertainment Corporation (“Caesars”) that prior to the Acquisition operated the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada (the “Hotel” or the “Property”). Commencing June 18, 2004, the revenues and expenses of the Property are included in the Company’s statement of operations.

Interim Financial Statements

The accompanying condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management all adjustments (which include normal recurring adjustments) necessary for the fair presentation of the results for the interim periods have been made. The results for the three-month period ended September 30 2005 and the nine month period ended September 30, 2005, are not necessarily indicative of results to be expected for the full fiscal year.

These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2004, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (filed March 31, 2005 (File Number 0-50635)) (the “Form 10K”).

Use of Estimates

The preparation of the unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, including related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates those estimates, including those related to asset impairments, accruals for slot marketing points, compensation and related benefits, revenue recognition, allowance for doubtful accounts, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. 6

6

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS—(Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities not in excess of 90 days.

Restricted Cash

The Company has on deposit $13.6 million in various escrow and customer deposit accounts as of September 30, 2005, of which $11.2 million is to be used for renovation projects and the remaining amounts are held for insurance, property taxes, required repairs and various regulatory requirements.

Accounts Receivable

Accounts Receivable are due within one year and are recorded net of amounts estimated to be uncollectible. The Company allows for an estimated amount of receivables that may not be collected. The Company estimates an allowance for doubtful accounts using a specific formula applied to aged receivables as well as a specific review of large balances. Historical experience is considered, as are customer relationships, in determining specific reserves.

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of short-term investments and receivables. The short-term investments (including restricted cash equivalents) are placed with high credit quality financial institutions, which invest such cash primarily in money market funds.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out and specific identification methods. Inventories consist primarily of food, beverage and retail products.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets as follows:

Building and improvements	15 to 40 Years
Furniture, fixtures and equipment	3 to 15 Years

Maintenance, repairs and renewals that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the statements of operations.

Management evaluates property and equipment and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets exceeds their fair value in accordance with Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets.” Impairment losses are recognized when estimated future undiscounted cash flows expected to result from the use of the assets and their eventual disposition are less than their carrying amounts.

7

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS—(Continued)

Capitalized interest

The interest cost associated with major construction projects is capitalized and is included in the cost of the project. When no debt is incurred specifically for a project, interest is capitalized on amounts expended on the project using the weighted-average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or development activity is suspended for more than a brief period. During the three and nine months ended September 30, 2005 and for the three and nine months ended September 30, 2004, the Company did not have capitalized interest as there were no significant construction projects.

Deferred Financing Costs

Deferred financing costs of $4.5 million relate to the Company’s financing of the Acquisition. The Company has commenced amortization of these costs since the closing of the Acquisition using the straight-line method which approximates the interest method. Amortization expense during the three and nine months ended September 30, 2005 were $557,000 and $1.7 million, respectively, and was $279,000 for the three and nine months ended September 30, 2004.

Casino Revenue and Promotional Allowances

Casino revenue is the aggregate of gaming wins and losses. In accordance with industry practice, the retail value of accommodations, food and beverage, and other services furnished to hotel/casino guests without charge is included in gross revenue and then deducted as promotional allowances.

Hotel, Food and Beverage Revenues

Hotel revenue recognition criteria are generally met at the time of occupancy. Food and beverage revenue recognition criteria are generally met at the time of service. Deposits for future hotel occupancy or food and beverage services contracts are recorded as deferred income until revenue recognition criteria are met. Cancellation fees for hotel and food and beverage services are recognized upon cancellation by the customer as defined by a written contract entered into with the customer.

Slot Club Promotion and Progressive Jackpot Payouts

The Company has established a promotional club to encourage repeat business from frequent and active slot machine customers and table games patrons. Members earn points based on gaming activity and such points can be redeemed for cash. The Company accrues for club points as a reduction to revenue based upon the estimates for expected redemptions. The Company maintains a number of progressive slot machines and table games. As wagers are made on the respective progressive games, the amount available to win (to be paid out when the appropriate jackpots are hit) increases. The Company has recorded the progressive jackpots as a liability with a corresponding charge against casino revenue.

Advertising Costs

Costs for advertising are expensed as incurred, except costs for direct-response advertising, which are capitalized and amortized over the period of the related program. Direct-response advertising consists primarily of mailing costs associated with the direct-mail programs. Advertising costs that were expensed during the three and nine months ended September 30, 2005 were $2.4 million and $5.6 million, respectively.

Accounting for Derivative Instruments and Hedging Activities

The Company uses an interest rate cap to assist in managing interest incurred on its Term Loan. The difference between amounts received and amounts paid under such agreement, as well as any costs or fees, is recorded as a reduction of, or addition to, interest expense as incurred over the life of the interest rate cap.

The Company has a policy aimed at managing interest rate risk associated with its current and anticipated future borrowings. This policy enables the Company to use any combination of interest rate swaps, futures, options, cap and similar instruments. To the extent the Company employs such financial instruments pursuant to this policy, and the instruments qualify for hedge accounting, they are accounted for as hedging instruments.

8

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS—(Continued)

In order to qualify for hedge accounting, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used must be designated as a hedge and must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss in the period of change. Otherwise, gains and losses are not recognized except to the extent that the financial instrument is disposed of prior to maturity. Net interest paid or received pursuant to the financial instrument is included as interest expense in the period.

The Company has not designated its interest rate cap as a hedge therefore changes in the market value of the interest rate cap are recognized as gain or losses in the period of the change. During the three and nine month periods ended September 30, 2005, the Company recognized a $13,000 gain and a $53,000 loss, respectively.

Income Taxes

The Company is a limited liability company and will be treated as a partnership for federal income tax purposes. Accordingly, no provision for federal income taxes was recorded because the taxable income or loss is included in the income tax return of the members.

Income (loss) Per Membership Unit

The Company’s income (loss) per membership unit was calculated using the two-class method. Under the two-class method, income (loss) is allocated to each class of membership unit based on the respective members’ participation rights in undistributed income.

The diluted income (loss) per membership unit includes the effect of the assumed conversion of the Class B Membership Units into Class A Membership Units at a 1:1 ratio. At September 30, 2005 the 0.167 options to purchase Class A Membership Units and 166,667 options to purchase Class B Membership Units have been excluded from the diluted income (loss) per membership unit calculation, because the assumed conversion of these options would be anti-dilutive.

2004 Incentive Plan

In connection with the closing of the Acquisition, the Company’s board and members approved the Company’s 2004 Incentive Plan (the “Plan”). As of June 18, 2004, the Company had a total of 0.167 Class A Units and 166,667 Class B units reserved for issuance under the Plan.

Subsequent to the closing of the Acquisition, the Company granted 0.167 options of Class A Units and 166,667 options of Class B Units to certain executives, in accordance with the Plan. The options have a 10 year life, vest over three to five years and have an exercise price of $100 per unit for both classes which was equal to, or greater than, the fair market value of the membership units at the date of grant.

9

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS—(Continued)

The Company accounts for stock-based compensation, including employee stock option plans, in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and the Financial Accounting Standards Board’s Interpretation No. 44, “Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25.” Had the Company accounted for these plans under the fair value method allowed by Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure” (“SFAS 148”), the Company’s net income (loss) and income (loss) per membership unit would have been as follows on a pro forma basis:

(in thousands, except membership unit data)

	Three months ended September 30, 2005						Nine months ended September 30, 2005
	Class A Membership Units			Class B Membership Units			Class A Membership Units			Class B Membership Units
Net loss as reported	$	(6,985	)	$	(6,985	)	$	(1,515	)	$	(1,515	)
(Stock-based compensation cost		(270	)		(270	)		(809	)		(809	)
Pro-forma net loss	$	(7,255	)	$	(7,255	)	$	(2,324	)	$	(2,324	)
Basic loss per membership unit as reported	$	(4.66	)	$	(4.66	)	$	(1.01	)	$	(1.01	)
Stock-based compensation cost		(.18	)		(.18	)		(.54	)		(.54	)
Pro-forma basic loss per unit	$	(4.84	)	$	(4.84	)	$	(1.55	)	$	(1.55	)
Diluted loss per membership unit as reported	$	(4.66	)	$	—		$	(1.01	)	$	—
Stock-based compensation cost		(.18	)					(.53	)
Pro-forma diluted loss per unit	$	(4.84	)	$	—		$	(1.55	)	$	—

The fair value of the option grants during 2004 was estimated on the date of grant using an appraisal of the value of the Company and its membership units. No additional grants were awarded during the nine months ended September 30, 2005.

The estimated fair value of the 166,667 options at the date of grant was $27.73 per membership unit and was computed using the black scholes method with the following weighted average assumptions: risk free interest rate of 3.24%; no expected dividend yields; and expected lives of 30 months.

Recently Issued Accounting Pronouncements

In September 2004, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board (FASB) reached a consensus on issue No. 04-08. “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share” (EITF 04-08), which is effective for reporting periods ending after December 15, 2004. EITF 04-08 requires companies to include shares issuable under convertible instruments in diluted earnings per share computations (if dilutive) regardless of whether the market price trigger (or other contingent feature) has been met. As of September 30, 2005 the Company does not have any instruments which are contingently convertible to membership units, and therefore the adoption of EITF 04-08, will not impact the future diluted earnings per membership unit of the Company.

10

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS—(Continued)

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment,” which requires all companies to measure compensation costs for all share-based payments (including employee stock options) at fair value. On April 14, 2005 the Securities and Exchange Commission announced that it would provide for a phased-in implementation of SFAS No. 123(R). In accordance with the new implementation schedule, the Company is required to adopt SFAS No. 123(R) no later than January 1, 2006.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets.” This statement is based on the principle that exchanges of nonmonetary assets should be measured based on fair value of the assets exchanged. This statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company believes that the adoption of the statement will not have a material effect on the Company’s financial condition or results of operation.

3. ACCOUNTS RECEIVABLE

Components of accounts receivable were as follows (in thousands):

	September 30, 2005			December 31, 2004
Casino	$	9,759		$	5,879
Hotel		13,826			8,002
Affiliates		523			2,327
Other		1,038			550
		25,146			16,758
Less: Allowance for doubtful accounts and discounts		(3,903	)		(133	)
	$	21,243		$	16,625

The Company extends credit to approved casino customers following background checks and investigations of creditworthiness.

An estimated allowance for doubtful accounts and discounts is maintained to reduce the Company’s receivables to their estimated net realizable value. Although management believes the allowance is adequate, it is possible that the estimated amount of cash collections with respect to the casino accounts receivable could change.

11

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS—(Continued)

4. PROPERTY AND EQUIPMENT, NET

Components of property and equipment were as follows (in thousands):

	September 30, 2005			December 31, 2004
Land and land improvements	$	153,982		$	153,982
Building and improvements		104,669			104,669
Furniture, fixtures and equipment		51,112			41,133
Construction in progress		3,229			879
		312,992			300,663
Less: accumulated depreciation		(11,553	)		(4,173	)
	$	301,439		$	296,490

5. ACCRUED LIABILITIES

Other accrued liabilities consist of the following (in thousands):

	September 30, 2005		December 31, 2004
Customer deposits	$	12,757	$	4,639
Payroll and related		10,188		11,125
Taxes and licenses		2,788		1,811
Casino		3,950		5,926
License fees		402		876
Interest		721		767
Other		6,491		8,973
	$	37,297	$	34,117

6. TERM LOAN

On June 18, 2004 in connection with the consummation of the Acquisition, the Company entered into the Goldman Term Loan (the “Term Loan”). The Term Loan is for a principal amount of $200 million and is for an initial term of two (2) years with two one-year extensions. The initial maturity date of the Term Loan is July 11, 2006. The Company intends to extend, or refinance, the Term Loan upon maturity. The Term Loan is subject to a $30 million holdback amount: $26 million was set aside for renovation and construction and $4 million was held as a debt-service reserve. $14.8 million of the renovation and construction set aside was utilized by the Company as of September 30, 2005; the $4 million of debt service was used in 2004. Interest on the Term Loan accrues at a rate of 6.50% plus the greater of (i) one-Month LIBOR or (ii) 1.5%. The Term Loan provides for no amortization during the term. The Term Loan is secured by a first priority deed of trust on the Property.

Subsequent to September 30, 2005, the Company withdrew $2.4 million from restricted cash for various renovation projects, as permitted under the terms of the Term Loan.

12

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS—(Continued)

Pursuant to the terms of the Term Loan, the Company purchased an interest rate cap at the funding of the Term Loan for $769,000 with LIBOR strike rate of 5% for the first two years of the Term Loan and an interest rate cap with a LIBOR strike rate of 6% for any extension periods. The interest rate cap was valued at $26,000 and $79,000 at September 30, 2005 and December 31, 2004, respectively. The interest rate cap is included within other assets on the balance sheet. As a result of the decrease in value of the interest rate cap, the Company recorded a corresponding mark to market adjustment of $53,000 which is included in interest expense in the accompanying unaudited condensed statement of operations.

7. REDEEMABLE MEMBERS’ EQUITY

In connection with the closing of the Acquisition, the Company, Voteco, Coinvestment Voteco, Co-Investment Partners and Holdings entered into a Sale Right Agreement, dated June 18, 2004 (the “Sale Right Agreement”). Pursuant to the terms of Co-Investment Partners’ partnership agreement, at any time after May 23, 2008, Whitehall (a limited partner in Co-Investment Partners and an affiliate of Goldman Sachs & Co. and Archon Financial, L.P., the lender under the Term Loan) has the right to request that Co-Investment Partners purchase all of Whitehall’s interest in Co-Investment Partners at a purchase price determined by Whitehall. Pursuant to the Sale Right Agreement, upon receiving notice from Whitehall that it has exercised the sale right above the Company must, within forty-five days elect to either (i) purchase Whitehall’s interest in Co-investment Partners or (ii) sell the Company in its entirety. If the Company elects not to purchase Whitehall’s interest, it must appoint Goldman Sachs & Co. as its sole and exclusive agent for a period of one year to seek to sell the Company at a price extrapolated from the price Whitehall established for its interest in Co-Investment Partners. In addition, on June 18, 2010, if the Company has not been sold pursuant to sale right above or otherwise, the Company shall appoint Goldman Sachs & Co. as its sole agent to seek to sell the Company at the best price obtainable. For purposes of the statement presentation and the diluted membership unit calculation, it is assumed that the redemption of Whitehall’s interest or sale of the property will be consummated at fair value.

Given the conditionally redeemable nature of Whitehall’s interest in Co-Investment Partners, the Company has classified the equity as temporary on the face of the balance sheet pursuant to Statement of Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” and Accounting Series Release 268, “Redeemable Preferred Stocks.”

8. MEMBERSHIP INTERESTS

In connection with and immediately prior to the Acquisition, the Company issued Class A Membership Units (“Class A Units”) to Coinvestment Voteco and Voteco on a pro rata basis in proportion to the equity contributions made by each entity. In addition, the Company issued Class B Membership Units (“Class B Units” and together with the Class A Units, the “Membership Units”) to Co-Investment Partners and to Holdings, on a pro rata basis in proportion to the equity contributions made by each entity. All of these entities are existing affiliates of the Company.

As of September 30, 2005, Voteco owns 0.60 Class A Units and Coinvestment Voteco owns 0.90 Class A Units. In addition, as of September 30, 2005, Holdings owns 600,000 Class B Units and Co-Investment Partners owns 900,000 Class B Units. Prior to the closing of the Acquisition, the Company executed the Operating Agreement. Pursuant to the Operating Agreement, holders of Class A Units are entitled to one vote per unit in all matters to be voted on by voting members of the Company. Holders of Class B units are not entitled to vote, except as otherwise expressly required by law.

On June 18, 2004, the Company issued Class A Units and Class B Units in connection with the organizational structure that was put in place in order to consummate the Acquisition. Pursuant to that organizational structure, Holdings and Co-Investment Partners, through their purchase of the non-voting Class B Units, acquired substantially all of the equity in the Company without having any voting power or other power to control the affairs or operations of the Company, except as otherwise expressly required by law.

At the time of the closing of the Acquisition, the Company executed: (1) a Transfer Restriction Agreement by and among Thomas J. Barrack, Jr. (“Barrack”), Nicholas L. Ribis (“Ribis”), Co-Investment Partners and Coinvestment Voteco (the “Coinvestment Transfer Restriction Agreement”) and (2) a Transfer Restriction Agreement by and among Mr. Barrack, Voteco and Holdings (the “Voteco Transfer Restriction Agreement”).

13

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS—(Continued)

The Company’s Class A Units issued to Coinvestment Voteco are subject to the Coinvestment Transfer Restriction Agreement, which provides, among other things, that:

* Co-Investment Partners has the right to acquire Class A Units from Coinvestment Voteco on each occasion that Class B Units held by Co-Investment Partners would be transferred to a proposed purchaser who, in connection with such proposed sale, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained from, and has made all findings, notices or declarations required to be made with, all gaming authorities under all applicable gaming laws;

* A specific purchase price, as determined in accordance with the Coinvestment Transfer Restriction Agreement, will be paid to acquire the Class A Units from Coinvestment Voteco; and

* Coinvestment Voteco will not transfer ownership of Class A Units owned by it except pursuant to such option of Co-Investment Partners.

The Company’s Class A Units issued to Voteco are subject to the Voteco Transfer Restriction Agreement, which provides, among other things, that:

* Holdings has the right to acquire Class A Units from Voteco on each occasion that Class B Units held by Holdings would be transferred to a proposed purchaser who, in connection with such proposed sale, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained from, and has made all findings, notices or declarations required to be made with, all gaming authorities under all applicable gaming laws;

* A specific purchase price, as determined in accordance with the Voteco Transfer Restriction Agreement, will be paid to acquire the Class A Units from Voteco; and

* Voteco will not transfer ownership of Class A Units owned by it except pursuant to such option of Holdings.

It is currently anticipated that any future holders of the Company’s Membership Units will become a party to the Operating Agreement.

9. RELATED PARTY TRANSACTIONS

In 2004, the Company advanced $2.1 million to Resorts International Holdings, LLC, (“RIH”), a company affiliated through common ownership, in connection with the acquisition by RIH of four gaming properties. The advance was fully repaid in February 2005.

During 2005, the company has billed RIH for certain costs and expenses incurred on its behalf. All amounts billed have been paid by RIH as of September 30, 2005 except for $523,000 which is recorded in accounts receivable as of September 30, 2005. The $523,000 was paid in November 2005.

The Company entered into a Services Agreement with Resorts International Hotel, Inc. (“Resorts”) an affiliate of the Company (through common ownership) on June 18, 2004 (the “Services Agreement”). The Company entered into an Amended and Restated Joint Services Agreement (the “Joint Services Agreement”) and Amended and Restated Joint Marketing Agreement (the “Marketing Agreement”) with Resorts and RIH on April 26, 2005. The Services Agreement and Joint Services Agreement provide for an initial term of three years with automatic one year renewal periods. The Marketing Agreement provides for an initial term of ten years with automatic one year renewal periods. The agreements provide that the Company and Resorts will cooperatively develop and implement joint services and marketing programs.

During the nine month period ended September 30, 2005 the Company provided and/or received services from these affiliated companies. The total net value of services received from the affiliated companies approximates $100,000 during the nine month period ended September 30, 2005.

14

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS—(Continued)

10. COMMITMENTS AND CONTINGENCIES

Vice Chairman and Executive Employment Agreements

The Company has entered into a Vice Chairman’s agreement and several executive employment agreements, as amended. The agreements have initial terms of six months to five years and are subject to one-year extensions. These agreements provide that the executives will receive a base salary with either mandatory increases or annual adjustments, annual bonus payments, and the granting of option to acquire membership units under the Company’s 2004 Incentive Plan.

Hilton License Agreement

Concurrently with the closing of the Acquisition, the Company entered into a License Agreement pursuant to which the Company licenses from Hilton Inns, Inc. (“Hilton”) the right to use the mark “Hilton” and is part of Hilton’s reservation system and Hilton’s “HHonors Program(TM)”. The License Agreement commenced on the date of the closing of the Acquisition and expires on December 31, 2008. During the term of the License Agreement, the Company is required to pay Hilton an annual fee of $2,000,000 plus 1% of the Hotel’s gross room revenue to fund national and regional group advertising and sales and business promotion efforts by Hilton.

Easements

The Hilton Grand Vacations property, located adjacent to the Hotel, has an easement for use of approximately 260 parking spaces (out of approximately 4,800 parking spaces). There is also an easement for the use of the monorail that runs through the Hotel property.

Environmental

An independent environmental consultant performed a Phase I environmental site assessment in accordance with the American Society for Testing and Materials (“ASTM”) standards on the Las Vegas Hilton property in December 2004. This assessment involved visual inspection, interviews with site personnel, review of certain publicly available records and preparation of a written report. The assessment did not include any testing of soil or groundwater at the property. According to certain historical data integrated into the Phase I report, in 2000 it was discovered that there is a plume of tetrachloroethene in the groundwater and the property was listed as a leaking underground storage tank site. The contamination is believed to originate from an off-site source, but the source has not yet been identified.

To date, the Nevada Division of Environmental Protection has not required any additional investigation at the property. The Phase I report states that levels of tetrachloroethene and total petroleum hydrocarbons in the groundwater beneath the property in 2000 exceeded certain limits allowed under a National Pollutant Discharge Elimination System permit. The Phase I report indicates that the allowable levels have been exceeded in the past and a treatment system is needed to ensure compliance with applicable requirements. The Phase I report also identified asbestos-containing materials at the Hotel. The Company expects to manage these materials pursuant to an operations and maintenance program.

The Company has not determined what the cost, if any, will be with respect to the groundwater or the asbestos issue, however, the Company believes that the issues will not have a material effect upon its financial position or results of operations. There can be no assurance, however, that the estimated capital and operating costs for the treatment system will not be exceeded or that there will be no claims or other liabilities associated with the foregoing conditions.

15

COLONY RESORTS LVH ACQUISITIONS, LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS—(Continued)

Litigation

The Company is not a party to any material litigation and, it is not aware of any action, suit or proceedings against it that has been threatened by any person.

16

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements, the related notes to financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K and the unaudited interim condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Overview

Prior to June 18, 2004, Colony Resorts LVH Acquisitions, LLC (“the Company”) conducted no business other than in connection with the completion of the acquisition of substantially all of the assets and certain liabilities of LVH Corporation, a Nevada corporation (“LVH”) (the “Acquisition”). LVH is a wholly-owned subsidiary of Caesars Entertainment, Inc., formerly Park Place Entertainment Corporation (“Caesars”) that prior to the Acquisition, operated the Las Vegas Hilton, a casino resort located in Las Vegas, Nevada (the “Hotel” or “Property”). The Acquisition closed on June 18, 2004. Since June 18, 2004, the Company has owned and operated the Property and accordingly has a limited operating history. The following discussion of the Company’s results of operations compares the three and nine months ended September 30, 2005 to the three and nine months ended September 30, 2004, as if the acquisition of the Property had occurred on January 1, 2004. Accordingly, the discussion compares the 2005 operating results of the Property when owned by the Company to those generated while the Property was owned and operated by Caesars during 2004.

Casino revenue is derived primarily from patrons wagering on slot machines, table games and other gaming activities. Table games generally include Blackjack or Twenty One, Craps, Baccarat and Roulette. Other gaming activities include the Race and Sports Book. Casino revenue is defined as the win from gaming activities, computed as the difference between gaming wins and losses, not the total amounts wagered. “Table game volume,” “table game drop” (terms which are used interchangeably), and “slot handle” are casino industry specific terms that are used to identify the amount wagered by patrons for a casino table game or slot machine, respectively. “Table game hold” and “slot hold” represent the percentage of the total amount wagered by patrons that the casino has won. Hold is derived by dividing the amount won by the casino by the amount wagered by patrons. Casino revenue is recognized at the end of each gaming day.

Casino revenues vary from time to time due to general economic conditions, popularity of entertainment offerings, table game hold, slot hold, and occupancy percentages in the hotels. Casino revenues also vary depending upon the amount of gaming activity as well as variations in the odds for different games of chance. The Property also uses technology, such as cashless wagering on slot machines, to increase revenues and/or decrease expenses. Casino revenues, room revenues, food and beverage revenues and other revenues vary due to general economic conditions and competition.

Rooms revenue is derived from rooms and suites rented to guests. “Average daily rate” is an industry specific term used to define the average amount of revenue per rented room per day. “Occupancy percentage” defines the total percentage of rooms occupied, and is computed by dividing the number of rooms occupied by the total number of rooms available. Room revenue is recognized at the time the room is provided to the guest.

Food and beverage revenues are derived from food and beverage sales in the food outlets of the Property, including restaurants, room service and banquets. Food and beverage revenue is recognized at the time the food and/or beverage are provided to the guest.

Other revenue includes retail sales, entertainment sales, telephone and other miscellaneous income at the casino/hotel. Such revenue is recognized at the time the goods or services are provided to the guest.

17

Results of Operations

Comparison of three months ended September 30, 2005 with September 30, 2004

Net revenues:

For the Three Months Ended September 30

(dollars in thousands)

	2005			2004			% CHANGE
Casino	$	21,572		$	22,773		(5	)%
Rooms		20,771			19,339		7	%
Food and beverage		15,028			12,665		19	%
Other		7,406			3,967		87	%
		64,777			58,744		10	%
Less - promotional allowance		(6,123	)		(6,025	)	2	%
Total net revenues	$	58,654		$	52,719		11	%

Casino

Casino revenues decreased $1.2 million, or 5 %, to $21.6 million for the quarter ended September 30, 2005, compared to $22.8 million for the quarter ended September 30, 2004. A decrease in hold percentage resulted in decreased casino revenues. The table games hold percentage for the three month period ended September 30, 2005 was 14.3% versus 14.9% for the comparable period in the prior year. The slot machine win percentage was 6.1% in both periods. Table games volume increased approximately 10% and slot machine volume increased 3.8% for the quarter ended September 30, 2005 compared to the quarter ended September 30, 2004. The increase in casino volume is primarily due to more frequent and more robust casino marketing programs aimed at specific table game players and refinements to the Hotel’s slot club loyalty program.

The casino department’s operating margin was 29.7% for the quarter ended September 30, 2005 compared to 32.7% for the quarter ended September 30, 2004. The decreased operating margin was primarily attributable to less efficient use of promotional spending in the quarter ending September 30, 2005.

18

Rooms

During the quarter ended September 30, 2005, an average daily room rate of $85 as compared to $84 during the quarter ended September 30, 2004, resulted in an increase in rooms department revenue. Revenue per available room of $77 during the quarter ended September 30, 2005 compared to $72 during the same period in 2004. Rooms revenue for the three month period ended September 30, 2005 were $20.7 million, compared to $19.3 million during 2004. Convention traffic continues to be the mainstay of the Hotel representing 35% of the Hotel’s occupied room nights during the quarter ended September 30, 2005. The Hotel department’s operating margin for the three month period ended September 30, 2005 decreased to 66.5% compared to 67.7% for the quarter ended September 30, 2004 as a result of inflationary increases in hotel operating costs.

Food and Beverage

Food and beverage revenues were $15 million for the quarter ended September 30, 2005, representing an increase of $2.4 million or 18.6% compared to $12.7 million for 2004. The increase is primarily attributable to pricing increases and additional covers at the Hotel’s casual dining restaurants and increased banquet revenue. The Hotel’s food and beverage operating margin for the quarter ended September 30, 2005 improved to 19.6% versus 13.5% for the quarter ended September 30, 2004 due to certain pricing initiatives.

Other

Other revenues include retail sales, entertainment sales, telephone and miscellaneous income at the Hotel. Other revenue increased $3.4 million or 87% to $7.4 million for the quarter ended September 30, 2005. The increase was primarily attributable to the increase in entertainment revenue from strong attendance at the performances by Barry Manilow. At the present time, Barry Manilow is under contract to perform in the Hotel’s showroom through 2007.

Operating expenses

For the Three Months Ended September 30

(dollars in thousands)

	2005		2004		% CHANGE
Casino	$	15,374	$	15,319	—
Rooms		6,959		6,249	11	%
Food and beverage		12,089		10,958	10	%
General and administrative		17,446		16,526	6	%
Other		5,207		2,897	80	%
Depreciation & amortization		2,812		1,965	43	%
		59,887		53,914	11	%
Management fee to parent		487		—	100	%
Total	$	60,374	$	53,914	12	%

19

Fluctuations in the Hotel’s operating expenses are generally based upon the change in volume of guests staying in the Hotel and utilizing the Hotel’s amenities, including the casino, the food and beverage outlets and the entertainment venues. Total operating expenses, excluding management fee to parent increased $6.0 million for the quarter ended September 30, 2005 due to a $.8 million increase in depreciation and amortization, a $2.3 million in other expense, a $.9 million increase in general and administrative expense and a $2.0 million increase in casino, rooms and food and beverage related expenses. The increase in depreciation and amortization is a result of additional depreciation on new assets required by the company since September 30, 2004 and the $.9 million increase in general administrative expense is a result increases in salary and wage costs for general and administrative employees. The $2.0 million increase in casino, rooms and food and beverage expense is attributed to business volume increases in each of these areas. The $2.3 million increase in other expenses is a direct result of production and media costs associated with the Barry Manilow performances in the Hotel’s showroom.

Interest

Interest expense related to the Company’s $200 million Term Loan was $5.3 million during the quarter ended September 30, 2005. The Company manages its interest rate risk through the use of an interest rate cap.

Operating Income (loss)

Operating loss for the three months ended September 30, 2005 was $1.1 million compared to an operating loss of $1.2 million for the three months ended September 30, 2004.

Comparison of nine months ended September 30, 2005 with September 30, 2004

Net revenues:

For the Nine Months Ended September 30

(dollars in thousands)

	2005			2004			% CHANGE
Casino	$	67,061		$	63,013		6	%
Rooms		74,480			69,840		7	%
Food and beverage		49,609			46,021		8	%
Other		20,111			14,768		36	%
		211,261			193,642		9	%
Less - promotional allowance		(19,876	)		(17,420	)	14	%
Total net revenues	$	191,385		$	176,222		9	%

20

Casino

Casino revenues increased $4 million, or 6.4% to $63 million for the nine months ended September 30, 2005 versus 2004. An increase in gaming volume translated into increased revenues despite the fact that table games hold for the nine month period ended September 30, 2005 was 13.5% as compared to 15.2% in the comparable prior year period. The slot win percentage for the nine month period ended September 30, 2005 was 6.0% as compared to 5.7% in the comparable prior year period. Table game volume increased 32.3% and slot machine volume increased 13.6% for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004.

The increase in casino volume is primarily due to expanded casino marketing programs aimed at both table and slot machine players, and increased visitation at the Hotel due to the opening of Barry Manilow in the Hotel showroom.

The casino operating margin was relatively unchanged between the 2005 and 2004 nine month periods ended September 30.

Rooms

The Hotel maintained an average daily room rate of $93 for the nine months ended September 30, 2005 as compared to $97 for the nine months ended September 30, 2004. The Hotel generated revenue per available room of $93 during the nine months ended September 30, 2005 as compared to $87 during the nine months ended September 30, 2004. Rooms revenue for the nine months ended September 30, 2005 was $74.5 million, a 6.6% increase over the same period in 2004. The increase in rooms revenue is a result of the increase in occupancy from 89% to 92% coupled with a $4 increase in the average daily rate during the nine months ended September 30, 2005 when compared to the same period in 2004. Convention traffic represented 41.7% of the Hotel’s occupied room nights during the nine months ended September 30, 2005 versus 45.4% in 2004. The Hotel’s operating margin for the nine months ended September 30, 2005 increased to 72.5% compared to 71.5% for the nine months ended September 30, 2004 due to the improved revenue levels.

Food and Beverage

Food and beverage revenues were $49.6 million for the nine months ended September 30, 2005 representing an increase of $3.6 million, or 7.8%. The increase is primarily attributable to pricing increases and additional covers at the Hotel’s casual dining restaurants. The Hotel’s food and beverage margin for the nine month period ended September 30, 2005 was 22% compared to 18.7% for the nine months ended September 30, 2004.

Other

Other revenues include retail sales, entertainment sales, telephone and miscellaneous income at the Hotel. Other revenue increased $5.3 million or 36% for the nine months ended September 30, 2005. The increase is primarily attributable to the increase in entertainment revenue from attendance at performances by Barry Manilow.

21

Operating expenses

	2005		2004		% Change
Casino	$	46,317	$	42,900	8	%
Rooms		20,453		19,882	3	%
Food and beverage		38,710		37,413	3	%
General & Administrative		50,800		49,459	3	%
Other		13,273		8,195	62	%
Depreciation & amortization		7,380		10,967	(33	)%
		176,933		168,816	5	%
Pre-opening*		—		9,892	(100	)%
Management fee to parent		487		—	100	%
Total	$	177,420	$	178,708	(1	)%

* Pre-opening expenses relate to the Company’s pre-acquisition expenses

Total operating expenses, excluding pre-opening expenses and management fees, were relatively flat during the nine months ended September, 30, 2005 when compared to the comparable period in 2004. Specific fluctuations were seen in the Casino department where expenses were $46.3 million for the nine months ended September 30, 2005, or 8.0% greater than the comparable period in 2004, due to (1) costs associated with supporting the addition gaming volume and (2) the cost of expanded marketing programs and promotional activities. Casino revenues increased 8.8% for these same nine month periods. Other expenses were $13.3 million for the nine months ended September 30, 2005 representing a 62.0% increase from the comparable period in 2004. The increase is primarily attributable to the cost of producing the Barry Manilow performances in the Hotel’s showroom.

Depreciation

The reduction in depreciation expense for the nine month period September 30, 2005 versus the comparable prior year period resulted from the acquisition of the Hotel’s assets by the Company in June 2004. Based on a third party appraisal, a significant amount of the purchase price was allocated to land and building improvements.

Interest

Interest expense for the nine months ended September 30, 2005 was $15.5 million. The Company’s only debt outstanding is in the form of the Term Loan used to finance the acquisition of the Hotel.

Operating Income (Loss)

The Hotel recorded an operating loss of $1.5 million for the nine months ended September 30, 2005 compared with an operating loss of $13.5 million for the comparable prior year period. The operating loss for the nine months ended September 30, 2004 includes pre-opening expenses of $6.3 million. Improved operating results in the first nine months of 2005 were driven by the implementation of various marketing programs, the success of Barry Manilow and corresponding improved revenue streams.

22

Financial Condition

Liquidity and Capital Resources

Cash flow provided by operations was $3.6 million for the nine months ended September 30, 2005 compared to the $10.1 million used by operations in the nine months ended September 30, 2004. The Company received $7.6 million in advances from an affiliate to fund the Acquisition in the quarter ended March 31, 2004. The advances were converted to an equity contribution at the completion of the Acquisition.

As of September 30, 2005, the Company had cash and equivalents of $19.9 million of which $7 million was cash in the casino used to fund daily operations. For the remainder of 2005, the Company expects to fund Property operations, capital expenditures, and debt service requirements from existing cash balances, operating cash flow and funds held in escrow for property renovations.

The Company incurred capital expenditures of $11.3 million for the nine months ended September 30, 2005. The Company anticipates additional capital expenditures of $11.9 million throughout the remainder of 2005, most of which will be funded through the $11.2 million of restricted cash, as permitted under the terms of the Term Loan.

Other Factors Affecting Liquidity

While the Company believes that its cash flows from operations together with cash on hand will be adequate to fund its activities, including the capital expenditures that the Company plans to make, no assurances can be made that such sources will be sufficient to meet such requirements. Covenants under the Term Loan restrict our future borrowing capacity however subject to certain conditions the Term Loan does permit the Company to incur additional debt to fund working capital. If circumstances warrant, the Company may seek to obtain a working capital line of credit. The Term Loan is for a principal amount of $200 million and is for an initial term of two (2) years. It has an initial maturity date of July 11, 2006 and contains a provision for two one-year extensions. The Company intends to extend, or refinance, the Term Loan upon maturity. A downturn in the economy, increase in revenue or wagering taxes, acts of terrorism, war or military actions would impact the Company’s casino operations and negatively impact its cash flows from operations. If this were to occur, the Company would be required to adjust its capital spending plans.

Off-Balance Sheet Arrangements

The Company is not currently subject to any off-balance sheet arrangements which it believes will have a material adverse impact on its financial condition.

Critical Accounting Policies

A summary of the Company’s significant accounting policies can be found in Note 2 to financial statements included within this Form 10-Q. The Company’s preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant among those estimates are the useful lives and potential impairment of long-term assets, such as buildings and equipment and the adequacy of the Company’s allowance for uncollectible receivables. These estimated amounts are based on management of the Company’s best judgments using both historical information and known trends of the Property, the City of Las Vegas and the gaming industry. Because of the uncertainty inherent in any estimate, it is likely that the actual results will differ from the initial estimates, and the differences could be material.

23

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discusses the Company’s exposure to market risk related to changes in interest rates, equity prices and foreign currency exchange rates. The Company does not believe that its exposure to market risk is material.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. The Company’s primary exposure to market risk is interest rate risk associated with its long-term debt. The Company attempts to manage its interest rate risk by the use of an interest rate cap on its Term Loan. The ability to enter into interest rate cap allows the Company to manage its interest rate risk associated with its variable rate debt.

The Company does not hold or issue financial instruments for trading purposes and does not enter into derivative transactions that would be considered speculative positions. The Company’s derivative financial instruments consist exclusively of the interest rate cap which does not qualify for hedge accounting. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense.

As of September 30, 2005 the Term Loan has a floating interest rate based on 6.50% plus the greater of (i) one-month LIBOR or (ii) 1.5%. The initial term of the Term Loan is two years with two one-year extension options. The Term Loan is subject to interest rate risk and the interest payments associated with the Term Loan will increase if LIBOR increases.

Pursuant to the terms of the Term Loan, the Company purchased an interest rate cap with a LIBOR strike rate of 5% for the first two years of the Term Loan and an interest rate cap with a LIBOR strike rate of 6% for any extension periods; therefore, a hypothetical increase in LIBOR of 100 basis points from the rates in effect on the date of this Form 10-Q would not cause the interest payments on the Term Loan to increase significantly. The Company does not currently anticipate a sudden change in LIBOR during the term of the Term Loan.

The Company has not had any material changes in its exposure to market risk since December 31, 2004.

The Company does not have any significant foreign currency exchange rate risk or commodity price risk and it does not currently trade any market sensitive instruments.

24

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements relating to future events and future performance of the Company within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company’s expectations, beliefs, intentions or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes” or similar language. Actual results could differ materially from those anticipated in such forward-looking statements.

All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any forward-looking statements. The Company cautions investors that its business and financial performance are subject to substantial risks and uncertainties.

25

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

EXHIBIT NUMBER	Description of Exhibits
2.1	Purchase and Sale Agreement, dated as of December 24, 2003, by and among Colony Resorts LVH Acquisitions, LLC, LVH Corporation and Caesars Entertainment Corporation*
3.1	Articles of Organization, dated as of December 18, 2003, for Colony Resorts LVH Acquisitions, LLC*
3.2	Operating Agreement, dated as of December 22, 2003, for Colony Resorts LVH Acquisitions, LLC*
3.3	Amended and Restated Operating Agreement, dated June 18, 2004, for Colony Resorts LVH Acquisitions, LLC+
3.4	Amendment No. 1 to the Amended and Restated Operating Agreement, dated July 23, 2004, for Colony Resorts LVH Acquisitions, LLC****
3.5	Amendment to Articles of Organization, dated June 25, 2004, for Colony Resorts LVH Acquisitions, LLC*****
10.1	Deposit Escrow Agreement, dated as of December 24, 2003, by and among LVH Corporation, Colony Resorts LVH Acquisitions, LLC and Nevada Title Company*
10.2	Coinvestment Transfer Restriction Agreement, dated June 18, 2004, by and among Mr. Barrack, Mr. Ribis, Co-Investment Partners and Coinvestment Voteco+
10.3	Transfer Restriction Agreement, dated June 18, 2004, by and among Mr. Barrack, Holdings and Voteco+
10.4	Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Rodolfo Prieto*
10.5	Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser*
10.6	Employment Agreement, dated as of March 9, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino*
10.7	Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Rodolfo Prieto*
10.8	Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Schaffhauser*
10.9	Letter Agreement, dated as of March 10, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Kenneth Ciancimino*
10.10	Employment Agreement, dated as of May 17, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Gonzalo De Varona.***
10.11	Employment Agreement, dated as of April 12, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Robert Stewart.***

26

10.12	Vice Chairman Agreement, dated June 18, 2004, between Colony Resorts LVH Acquisitions, LLC and Nicholas L. Ribis.****
10.13	Colony Resorts LVH Acquisitions, LLC 2004 Incentive Plan****
10.14	Loan Agreement, dated June 18, 2004, by and between Colony Resorts LVH Acquisition, LLC and Archon Financial, L.P.+
10.15	Sale Right Agreement, dated June 18, 2004, by and among Colony Resorts LVH Acquisitions, LLC, Colony Resorts LVH Holdings, LLC, Colony Resorts LVH Coinvestment Voteco, LLC, Colony Resorts LVH Voteco, LLC and Colony Resorts LVH Co-Investment Partners, L.P.****
10.16	Services Agreement, dated June 18, 2004, between Colony Resorts LVH Acquisitions, LLC and Resorts International Hotel and Casino, Inc.****
10.17	Amended and Restated Joint Marketing Agreement, dated April 26, 2005, by and among Colony Resorts LVH Acquisitions, LLC, Resorts International Hotel, Inc. and Resorts International Holdings, LLC+++
10.18	Amended and Restated Joint Services Agreement, dated April 26, 2005, by and among Colony Resorts LVH Acquisitions, LLC, Resorts International Hotel, Inc. and Resorts International Holdings, LLC+++
10.19	Employment Agreement, dated as of May 11, 2003, between LVH Corporation and Thomas Page.****
10.20	Addendum to Employment Agreement, dated as of June 22, 2004, by and between Colony Resorts LVH Acquisitions, LLC and Thomas Page.****
14.1	Code of Ethics++
31.1	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

METHOD OF FILING

* Incorporated by reference to the Registrant’s Form 10, filed March 15, 2004 (File Number 0-50635).

** Incorporated by reference to the Registrant’s Amendment No. 1 to Form 10, filed April 26, 2004 (File Number 0-50635).

*** Incorporated by reference to the Registrant’s Post-Effective Amendment No. 1 to Form 10, filed June 17, 2004 (File Number 0-50635).

+ Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed June 28, 2004 (File Number 0-50635).

**** Incorporated by reference to Registrant’s Post-Effective Amendment No. 2 to Form 10 filed August 13, 2004 (File Number 0-50635).

***** Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed August 23, 2004 (File Number 0-50635).

++ Incorporated by reference to Registrant’s Annual Report on Form 10-K filed March 31, 2005 (File Number 0-50635)

+++ Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed May 16, 2005 (File Number 0-50635).

(b) Reports on Form 8-K

27

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COLONY RESORTS LVH ACQUISITIONS, LLC
Date: November 11, 2005	By:	/s/    RODOLFO PRIETO
		Rodolfo Prieto
		Chief Executive Officer and General Manager
Date: November 11, 2005	By:	/s/    ROBERT SCHAFFHAUSER
		Robert Schaffhauser
		Executive Vice President of Finance

28