Filed pursuant to Rule 424(b)(3)
Registration No. 333-123179

PROSPECTUS

Virgin River Casino Corporation
RBG, LLC
B & B B, Inc.

OFFER TO EXCHANGE
$125,000,000 aggregate principal amount
9% Senior Secured Notes due 2012
and
$66,000,000 aggregate principal amount at maturity
12³/4% Senior Subordinated Discount Notes due 2013

        We are offering to exchange any and all outstanding 9% Senior Secured Notes due 2012, or the old senior notes, for a like aggregate principal amount of 9% Senior Secured Notes due 2012 that have been registered under the Securities Act of 1933, or the new senior notes. We are also offering to exchange any and all outstanding 12³/4% Senior Subordinated Discount Notes due 2013, or the old senior subordinated notes, for a like aggregate principal of 12³/4% Senior Subordinated Discount Notes due 2013 that have been registered under the Securities Act of 1933, or the new senior subordinated notes. We refer to the old senior notes together with the old senior subordinated notes as the old notes. We refer to the new senior notes together with the new senior subordinated notes as the new notes. We refer to the old notes together with the new notes as the notes. The new notes are identical to the applicable old notes, except that the new notes have been registered under the federal securities laws, are not entitled to certain registration rights relating to such old notes and do not contain provisions for liquidated damages. The new notes will represent the same debt as the applicable old notes and we will issue the new notes under the same indenture as the applicable old notes.

        The principal features of the exchange offer are as follows:

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The exchange offer will expire at 5:00 p.m., New York City time, on October 28, 2005, unless extended.



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The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission.



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We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



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You may withdraw tendered old notes at any time before the expiration of the exchange offer.



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We do not intend to apply for listing of the new notes on any securities exchange or arrange for them to be quoted on any automated quotation system.



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We will not receive any proceeds from the exchange offer. We will pay all expenses incurred by us in connection with the exchange offer and the issuance of the exchange notes.

        You should carefully consider the risk factors beginning on page 17 of this prospectus before participating in the exchange offer.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

        None of the Nevada Gaming Commission, the Nevada Gaming Control Board or any other gaming authority has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus.

The date of this prospectus is September 30, 2005.

        You should rely only upon the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed a registration statement on Form S-4, together with any amendments thereto, with the Securities and Exchange Commission, or the Commission, under the Securities Act of 1933, or Securities Act, with respect to the new notes. This prospectus, which constitutes a part of the registration statement, omits certain information contained in the registration statement and reference is made to the registration statement and the exhibits and schedules thereto for further information with respect to us and the new notes offered hereby. This prospectus contains summaries of the material terms and provisions of certain documents and in each instance reference is made to the copy of the such document filed as an exhibit to the registration statement. Each such summary is qualified in its entirety by such reference.

        Upon effectiveness of the registration statement, we will be subject to the informational reporting requirements of the Securities Exchange Act of 1934, or Exchange Act. We have agreed that, whether or not required to do so by the rules and regulations of the Commission (and within the time periods that are or would be prescribed thereby), for so long as any of the notes remains outstanding, we will furnish to the holders of the notes and file with the Commission (unless the Commission will not accept such filing) (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if we were required to file such forms, include a "Management's Discussion and Analysis on Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by our certified independent accountants/auditors and (ii) all reports that would be required to be filed with the Commission on Form 8-K if we were required to file such reports. In addition, for so long as any of the old notes remain outstanding, we have agreed to make available, upon request, to any prospective purchaser or beneficial owner of the old notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act. Information also may be obtained from us at Virgin River Casino Corporation, 897 West Mesquite Boulevard, Mesquite, NV 89027, Attention: Curt Mayer, Chief Financial Officer, telephone (702) 346-4000.

        The registration statement (including the exhibits and schedules thereto) and the periodic reports and other information may be inspected and copied at the public reference facilities of the Commission, Room 1580, 100 F Street NE, Washington, D.C. 20002. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Copies of such material can be obtained from the Commission by mail at prescribed rates. Requests should be directed to the Commission's Public Reference Section, Room 1580, 100 F Street NE, Washington, D.C. 20002. In addition, the Commission maintains a website (http://www.sec.gov) that contains such reports and other information we have filed.

TRADEMARKS

        Starbucks® is a registered trademark of Starbucks U.S. Brands Corporation; Wheel of Fortune® is a registered trademark of Califon Productions, Inc. and is licensed to International Game Technology ("IGT") for its Wheel of Fortune® branded games; Megabucks® is a registered trademark of IGT; Monopoly® is a registered trademark of Hasbro, Inc. and is licensed to WMS Gaming Inc. for its Monopoly® branded games.

FORWARD LOOKING STATEMENTS

        This prospectus includes "forward-looking statements" within the meaning of the federal securities laws. These statements relate to matters that are not historical facts that we refer to as "forward-looking statements" regarding, among other things, our business strategy, our plans and prospects, our financial position, projections of future results of operations or financial condition, expectations for our casino properties, expectations of the continued availability of capital resources and all statements with respect to the Transactions (as defined herein). These statements may be identified by the use of forward-looking terminology such as "believes," "estimates," "expects," "plans," "predicts," "intends," "may," "will," "should," "could," "would," "likely," "continue" or "anticipates" or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties.

        Although we believe that these forward-looking statements are reasonable, they are based upon our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Given these uncertainties, undue reliance should not be placed on any forward-looking statements.

        Forward-looking statements included in this prospectus are made as of the date of this prospectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur, and you should read this prospectus completely with the understanding that actual future results may differ materially from what we expect.

PROSPECTUS SUMMARY

        This summary highlights information from this prospectus, but is not complete and may not contain all the information that may be important to you. You should carefully read this entire prospectus and the documents we have referred you to carefully before you decide whether to participate in the exchange offer. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial data, including the combined financial statements and notes thereto, appearing elsewhere in this prospectus.

        Unless the context otherwise indicates and except with respect to any description of the notes, reference to "Company," "we," "us," and "our" refer collectively to Virgin River Casino Corporation, RBG, LLC and B & B B, Inc., and its direct and indirect wholly owned subsidiaries Casablanca Resorts, LLC, Oasis Interval Ownership, LLC, Oasis Interval Management, LLC and Oasis Recreational Properties, Inc. Unless otherwise specified herein, references to the "Transactions" shall mean the transactions described below under "The Transactions."

Virgin River Casino Corporation
RBG, LLC
B & B B, Inc.

The Company

        The Company owns and operates the CasaBlanca Hotel & Casino ("CasaBlanca"), the Oasis Hotel & Casino ("Oasis") and the Virgin River Hotel & Casino ("Virgin River") in Mesquite, Nevada, which is located approximately 80 miles north of Las Vegas. We own three of the four casinos operating in Mesquite and our properties have a dominant market share, having collectively captured approximately 75% of Mesquite's gaming revenue since fiscal year 2002, the first full year of operations of the Oasis by us. Our properties are well established, each having been in operation for at least nine years, and serve as significant drive-in gaming and resort destinations. Our properties collectively feature 2,421 slot machines, 76 table games, 2,149 hotel rooms and 85 timeshare units, and offer extensive amenities, including championship golf courses, full service spas, a bowling center, movie theaters, restaurants, and banquet and conference facilities. With each of our properties, we leverage our extensive value-oriented amenities and emphasis on slot play to target middle market gaming customers, who overwhelmingly favor slot play. For the twelve months ended December 31, 2004, we generated net revenues of $157.3 million and for the six months ended June 30, 2005 we generated net revenues of $85.3 million. We expect to continue to benefit from the rapidly growing Mesquite market and further capitalize on growth opportunities by renovating and expanding our properties.

        The following table summarizes our properties:

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Competitive Strengths

        Limited Competition.    Our properties have collectively captured approximately 75% of the market since fiscal year 2002. Our principal competition in the Mesquite gaming market is the Eureka Hotel & Casino ("Eureka"), the only other licensed resort gaming facility in Mesquite. We also own the Mesquite Star Hotel & Casino ("Mesquite Star"), currently a non-operating casino, which we acquired out of bankruptcy in November 2000. We are presently using the Mesquite Star as a special events facility and for overflow hotel traffic from our other properties.

        Well-Situated.    Mesquite is located centrally in the Virgin River Valley at the tri-state intersection of Nevada, Arizona and Utah. Our properties are conveniently located off of exits 120 and 122 on Interstate 15, a highway that extends from San Diego, California to the Canadian border at Sweetgrass, Montana and runs directly through Mesquite as well as major cities such as Las Vegas and Salt Lake City, Utah.

        Growing Mesquite Market.    According to the Nevada State Gaming Control Board, the Mesquite market generated $118.4 million of gaming revenue for the twelve months ended September 30, 2004, representing a 6.9% increase over the same period in 2003. Furthermore, Mesquite's gaming revenue has grown from $92.9 million in 1999 to $118.4 million in the twelve months ended September 30, 2004, a compounded annual growth rate of 5.2%.

        Strong Ownership and Experienced Management Team.    We are indirectly majority owned and controlled by Robert R. Black, Sr., our Chairman of the Board, Chief Executive Officer and President. Mr. Black spearheaded the development of the Virgin River and was the driving force behind the acquisition of the CasaBlanca, the Oasis and the Mesquite Star. In addition, we have a proven operating management team with substantial experience in the gaming industry and with our properties.

Operating Strategy

        Expand and Renovate Existing Properties.    In order to offer our customers attractive and modern facilities, we plan to continue to renovate our facilities, add amenities and remodel and expand some of our restaurants and spa facilities. We believe these initiatives will enhance our environment to promote customer loyalty and satisfaction, repeat business, enhanced playing time and increased brand recognition. Furthermore, to accommodate long-term market growth and high hotel occupancy rates, we plan to expand the CasaBlanca by adding a 160-220 room hotel tower and a 12,000-18,000 square foot convention center.

        Emphasize Slot Play.    We emphasize slot machine wagering, which we believe is the fastest growing, most stable and most profitable segment of the casino entertainment business. According to the

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Nevada State Gaming Control Board, for the twelve months ended September 30, 2004, 85% of the gaming revenues in the Mesquite market were generated through slot play, compared to an average of 54% for the Las Vegas market during the same period. To cater to our local customer base and appeal to our middle market guests, we offer over 950 video poker machines and over half of our slot machines are of penny, nickel or quarter denominations. In addition, to offer a greater variety of slot machines, higher frequency payouts and longer periods of play for the casino play entertainment dollar relative to traditional reel devices, we are in the process of converting our slot machines to coinless slot technology or to slot machines with advanced electronic games. The conversion of our slot machines to new technologies will also allow us to increase our slot revenue by increasing our win per machine and increase our profitability by reducing our casino labor costs.

        Continue to Offer High Quality Value-Oriented Product.    Our casinos provide a high-quality gaming and resort entertainment experience at an affordable price targeted at middle market guests. We offer various amenities at an affordable price to complement our gaming options. Through our three distinct properties with extensive amenities, we are able to appeal to and attract different customer segments of the middle market and effectively market promotional packages that include hotel rooms and golf and spa getaways at value prices.

        Attract New and Repeat Customers.    We advertise extensively through several media outlets, including highway billboards, bus billboards, radio and television to attract new and repeat customers and to create a high level of brand recognition. To attract repeat customers and increase revenue from our existing customer base, we will continue to leverage our player-tracking database and our golf player database and make direct marketing a key component for reaching our customer base.

Competition

        We face competition in the market in which our gaming facilities are located as well as in or near any geographic area from which we attract or expect to attract a significant number of our customers. As a result, our casino properties face direct competition from all other casinos and hotels in the Las Vegas, Nevada region and the Wendover, Nevada region as well as the California gaming market.

        Mesquite, Nevada.    There are four hotel casinos in Mesquite, Nevada, three of which are owned by us. The only other licensed resort gaming facility in Mesquite is the Eureka. Although we captured approximately 75% of the gaming market in Mesquite, we believe that the hotel casinos are sufficiently distinct and diversified such that each property caters to a different type of clientele. However, there is no limit on the number of gaming licenses that may be granted in Mesquite or in some of the other gaming markets in which we compete. In particular, other than zoning limitations and licensing requirements of the City of Mesquite, there are no restrictions on additional casinos being constructed and opened in Mesquite, including by competitors that may have greater financial and other resources than we do.

        Las Vegas, Nevada.    Many of our competitors in the Las Vegas market have significantly greater name recognition and financial, marketing and other resources than we do. However, our focus on providing value-oriented amenities with a quality casino experience attracts many of the Las Vegas locals who want to enjoy a weekend getaway.

        West Wendover, Nevada.    West Wendover, Nevada is located on the eastern border of Nevada in Elko County. We compete with these casinos for gaming customers located in Salt Lake City, Utah and the outlying areas. Nonetheless, we believe our more favorable climate and more attractive amenities give us a competitive advantage.

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        California Gaming Market.    Voters in California approved an amendment to the California constitution on March 7, 2000 that gave Native American tribes in California the right to offer a limited number of slot machines and a range of house-banked card games. A number of Native American tribes have already signed and others have begun signing gaming compacts with the State of California. The competitive impact on our gaming establishments from the continued growth of gaming in California cannot be definitively determined but, depending on the nature, extent and location of the growth, the impact could be material.

Risk Factors

        An investment in the notes involves a high degree of risk including the following risks:

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Substantial Debt—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. We have substantial debt. As of June 30, 2005 we have total debt of approximately $178.6 million, excluding our swap liability of $0.8 million. In addition, we and our subsidiaries are permitted under the indentures governing the notes to incur additional debt including up to $15.0 million principal amount of debt under our new senior secured credit facility and certain debt to purchase furniture, fixtures and equipment. Additionally, if we satisfy debt coverage tests in our debt agreements, we could issue additional notes and incur further debt. If new debt were to be incurred in the future, the related risks could intensify.



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Geographic Concentration of Properties—We will be subject to greater risks than a geographically diversified gaming company. All of our properties are located in Mesquite, Nevada. Therefore, the impact on our properties of many economic and other business factors in Mesquite and Nevada in general will be more significant to us than it would be to a geographically diversified gaming company, and we will be subject to more significant fluctuations in our operating results than a geographically diversified gaming company.



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Governmental Regulations—We face extensive regulation from gaming and other government authorities.As owners and operators of gaming facilities, we are subject to extensive Nevada state and local regulation. Nevada state and local government authorities require us and our subsidiaries to obtain gaming licenses and require our officers and key employees to demonstrate suitability to hold gaming licenses. The Nevada state and local government authorities may limit, condition, suspend or revoke a license for any cause deemed reasonable by the respective licensing agency. They may also levy substantial fines against us or our subsidiaries or the individuals involved in violating any gaming laws or regulations. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

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Concentration of Ownership—Our Chairman of the Board, Chief Executive Officer and President owns a substantial majority of the Company and could have interests that conflict with yours.All of the voting equity interests in the Company (other than a 1.92% minority interest in RBG, LLC) are directly or indirectly owned by Robert R. Black, Sr., our Chairman of the Board, Chief Executive Officer and President. Because of his controlling interests, he has the power to elect a majority of our board, appoint new management and approve any action requiring the approval of holders of our equity interests, including adopting amendments to our organizational documents, approving mergers or sales of substantially all of our assets or changes to our capital structure, or pursuing other transactions which may increase the value of his equity investment even though these transactions may involve risks to you as a holder of notes.

        Any of the above-listed factors could have a material adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the notes and our other debt.

        For a more extensive discussion of factors that you should consider in connection with your participation in the exchange offer, see "Risk Factors" beginning on page 16 of this prospectus.

        You should carefully consider the above risks, as well as other information set forth in this prospectus, before tendering your old notes in the exchange offer. If any of the foregoing risks actually occurs, our business, financial condition and/or operating results could be materially adversely affected, which, in turn, could adversely affect our ability to pay interest or principal on the notes. In such a case, you may lose all or part of your original investment.

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The Transactions

        The net proceeds from the old notes, together with a $16.0 million equity contribution, were used to redeem and purchase the interests in the Company not owned by Robert R. Black, Sr. or his affiliates and a minority owner, to refinance existing indebtedness and to pay fees and expenses.

        These transactions (collectively referred to as the "Transactions") are described in more detail below:

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Old Notes Offering. On December 20, 2004, we issued and sold $125.0 million aggregate principal amount of our 9% Senior Secured Notes due 2012 and $66.0 million aggregate principal amount at maturity ($39,911,520 in gross proceeds) of our 12³/4% Senior Subordinated Notes due 2013 to Jefferies & Company, Inc. in transactions not registered under the Securities Act.



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Equity Contribution. Concurrently with the closing of the old notes offering, Robert R. Black, Sr. and his affiliate made a $16.0 million equity contribution to us. Robert R. Black, Sr. made a $1.0 million equity contribution to us and R. Black, Inc. made a $15.0 million equity contribution to us. To finance the $15.0 million equity contribution, R. Black Inc. issued a $15.0 million 8% convertible senior secured note to Michael J. Gaughan, the Chief Executive Officer of Coast Casinos, Inc., a subsidiary of Boyd Gaming Corporation. The proceeds of the notes as well as the $16.0 million equity contribution were used to redeem and purchase the equity interests in Virgin River Casino Corp., RBG, LLC and B & B B, Inc. not owned by Robert R. Black Sr., or his affiliates and a minority owner, to refinance existing indebtedness and to pay fees and expenses.



•

Redemption and Purchase. Upon completion of the old notes offering, we redeemed and purchased the equity interests in the Company not owned by Robert R. Black, Sr. or his affiliates and a minority holder. We refer to the redemption and repurchase as the Buyout. As depicted in the chart below, following the Buyout, we are beneficially owned by Robert R. Black, Sr. and his affiliates, except for a 1.92% minority interest in RBG, LLC.



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New Senior Secured Credit Facility. Concurrently with the closing of the old notes offering, we entered into a new $15.0 million senior secured credit facility. See "Description of Other Indebtedness—Senior Credit Facility." This new senior secured credit facility replaced our previous credit facility.

        The closing of the old notes offering on December 20, 2004 occurred simultaneously with, and was contingent upon, the closing of the redemption and purchase, the equity contribution and our new senior secured credit facility, including the receipt of the requisite Nevada gaming approvals for such transactions, which approvals we received on December 16, 2004.

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        The following chart illustrates our corporate structure.

(1)

Concurrently with the closing of the old notes offering, Robert R. Black, Sr. and an affiliate of Robert R. Black, Sr. made a $16.0 million equity contribution to us. To finance $15.0 million of the equity contribution, R. Black Inc. issued a $15.0 million 8% convertible senior secured note to Michael J. Gaughan, the Chief Executive Officer of Coast Casinos, Inc., a subsidiary of Boyd Gaming Corporation. The convertible note is secured by 33¹/3% of the equity interests directly and indirectly owned by Robert R. Black, Sr. in the issuers of the notes. The convertible note will mature in four years provided that the convertible note issuer may elect up to three one-year extensions and, effective upon each extension, the interest rate would increase 1% per annum. Notwithstanding the convertible note issuer's election to extend the maturity, the holder of the convertible note may require the convertible note issuer to then satisfy the note, but in such event, at the convertible note issuer's option, the convertible note may be satisfied either in cash or in shares of common stock (or any conversion thereof) representing a 33¹/3% fully-diluted interest (decreased in proportion to any principal paid in cash) in the common stock of each of the issuers or, if formed, a holding company that wholly owns the issuers of the notes or a surviving entity of a merger or combination of the issuers of the notes.

The convertible note will be solely the obligation of R. Black, Inc. and will not be guaranteed by, will not be secured by any assets of, and will not otherwise be an obligation of, the Company.

(2)

We are currently preparing to seek the requisite gaming approvals to form a holding company to wholly own each of the three issuers of the notes, which holding company would not be an issuer of the notes and would be owned by the current equity holders of the issuers. Such transaction is subject to compliance with the covenants of the indentures governing the notes. It is anticipated that, subject to requisite gaming approvals, a portion of the 1.92% minority ownership interest in RBG, LLC will be exchanged for interests in each of Virgin River Casino Corporation and B & B B, Inc. such that the minority owner will have a smaller uniform interest in each of the three companies or any such holding company.

(3)

B & B B, Inc. owns the Virgin River Hotel & Casino personal property.

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(4)

Virgin River Casino Corporation owns the Virgin River Hotel & Casino real property as well as the Mesquite Star Hotel & Casino.

(5)

RBG, LLC owns the Casablanca Hotel & Casino.

(6)

Casablanca Resorts, LLC owns the Oasis Hotel & Casino.

(7)

Casablanca Resorts, LLC, Oasis Interval Ownership, LLC, Oasis Interval Management, LLC and Oasis Recreational Properties, Inc. are guarantors of the notes.

The Exchange Offer

        The following summary of the exchange offer is not intended to be complete. For a more complete description of the terms of the exchange offer, see "The Exchange Offer" in this prospectus.

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Summary of the Terms of the Notes

        The terms of the new notes to be issued in the exchange offer are identical to the terms of the applicable outstanding old notes except that we have registered the new notes under the Securities Act and the new notes are not entitled to certain registration rights relating to the old notes and do not contain provisions for liquidated damages. The new notes issued in the exchange offer will evidence the same debt as the applicable old notes, and both the old notes and the new notes are governed by the same applicable indenture. We refer to the old senior notes together with the new senior notes as the "Senior Secured Notes." We refer to the old subordinated notes together with the old subordinated notes as the "Senior Subordinated Notes."

        The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The section of this prospectus entitled "Description of Notes" contains a more detailed description of the terms and conditions of the new notes. In the summary below, references to "we," "our" and "us" refer only to the Company, exclusive of their subsidiaries.

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Summary Financial Data

        The summary financial data of Virgin River Casino Corporation, RBG, LLC and B & B B, Inc. set forth below as of December 31, 2003 and 2004 and for each of the three years ended December 31, 2002, 2003 and 2004 have been derived from our audited financial statements. The summary financial data of Virgin River Casino Corporation, RBG, LLC and B & B B, Inc. as of June 30, 2005 and for the six months ended June 30, 2005 and 2004 have been derived from our unaudited financial statements, which include all adjustments, consisting of normal recurring adjustments, which are in our opinion, necessary for a fair presentation of our financial position and results of operations at such dates and for such periods. Financial and operating results of Virgin River Casino Corporation, RBG, LLC and B & B B, Inc. for the six months ended June 30, 2005 and 2004 are not necessarily indicative of the results for the full year. The information presented below summarizes certain selected financial data, which you should read in conjunction with our financial statements and the related notes contained elsewhere in this prospectus and with "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Virgin River Casino Corporation and B & B B, Inc. have elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986, as amended, which permits the owners of our companies to pay income taxes on our taxable income. RBG, LLC, a limited-liability company, is classified as a partnership for federal income tax purposes. Accordingly, a provision for income taxes is not included in our financial data.

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RISK FACTORS

        An investment in the notes involves a high degree of risk. You should carefully consider the following risks, as well as other information set forth in this prospectus, before tendering your old notes in the exchange offer. If any of the following risks actually occurs, our business, financial condition and/or operating results could be materially adversely affected, which, in turn, could adversely affect our ability to pay interest or principal on the notes. In such a case, you may lose all or part of your original investment.

Risks Related to this Offering and the Notes

Substantial Debt—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.

        We have substantial debt. As of June 30, 2005 we have total debt of $178.6 million, excluding our swap liability of $0.8 million.

        In addition, we and our subsidiaries are permitted under the indentures governing the notes to incur additional debt including up to $15.0 million principal amount of debt under our new senior secured credit facility and certain debt to purchase furniture, fixtures and equipment. Additionally, if we satisfy debt coverage tests in our debt agreements, we could issue additional notes and incur further debt. If new debt were to be incurred in the future, the related risks could intensify.

        Our substantial debt could have important consequences to you and significant effects on our business. For example, it could:

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make it more difficult for us to satisfy our obligations under the notes and our other debt;



•

result in an event of default if we fail to satisfy our obligations under the notes or our other debt or fail to comply with the financial and other restrictive covenants contained in the indentures or our new senior secured credit facility, which event of default could result in all of our debt becoming immediately due and payable and could permit our lenders to foreclose on our assets securing such debt;



•

require us to dedicate a substantial portion of our cash flow from our business operations to pay our debt, thereby reducing the availability of cash flow to fund working capital, capital expenditures, development projects, general operational requirements and other purposes;



•

limit our ability to obtain additional financing for working capital, capital expenditures and other activities;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

increase our vulnerability to general adverse economic and industry conditions or a downturn in our business; and



•

place us at a competitive disadvantage compared to competitors that are not as highly leveraged.

        Any of the above-listed factors could have a material adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the notes and our other debt.

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Ability to Service 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.

        We expect to obtain the funds to pay our expenses and to pay the amounts due under the notes, our new senior secured credit facility and our other debt primarily from our operations. Our ability to meet our expenses and make these payments thus depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flow from operations in the future and our currently anticipated growth in revenue and cash flow may not be realized, either or both of which could result in our being unable to pay amounts due under our debt, including the notes, or to fund other liquidity needs, including the approximately $5.5 million in aggregate capital expenditures we plan to spend in the remainder of 2005 and 2006 for hotel room renovation and refurbishment throughout all of our properties, for new and expanded dining options throughout all of our properties, for a consolidation of our laundry operation, and for a new property management and back office computer system. Furthermore, we plan to spend approximately $20.0 million beginning in the second half of 2005 to expand the CasaBlanca by adding a 245-room hotel tower and convention center. If we do not have sufficient cash flow from operations, we may be required to refinance all or part of our then existing debt (including the notes), sell assets, reduce or delay capital expenditures or borrow more money. We cannot assure you that we will be able to accomplish any of these alternatives on terms acceptable to us, or at all. In addition, the terms of existing or future debt agreements, including our new senior secured credit facility and the indentures governing the notes, may restrict us from adopting any of these alternatives. The failure to generate sufficient cash flow or to achieve any of these alternatives could materially adversely affect the value of the notes and our ability to pay the amounts due under the notes. The cash available to us as of June 30, 2005 was $17.7 million, not including $14.3 million available under our new senior secured credit facility. There are no restrictions on our ability to use the senior secured credit facility to make payments to holders of the notes.

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, you may not receive full payment on your Senior Secured Notes following an event of default.

        The Senior Secured Notes and the guarantees thereof will be secured by a security interest in substantially all of our and the guarantors' existing and future assets (other than certain excluded assets) and a pledge of the equity interests owned by Robert R. Black, Sr. and his affiliate in the issuers, subject to certain limitations. For more information on these limitations, see "Summary—The Transactions" and "Description of Senior Secured Notes—Senior Secured Note Collateral—Some Limitations on Senior Secured Note Collateral."

        The proceeds of any sale of collateral following an event of default with respect to the Senior Secured Notes may not be sufficient to satisfy, and may be substantially less than, amounts due on the Senior Secured Notes. No appraisal has been made of the collateral. Shortly following the issue date of the Senior Secured Notes, we expect that the total value of the collateral will be less than the amount due on the Senior Secured Notes.

        The value of the collateral in the event of liquidation will depend upon market and economic conditions, the availability of buyers and similar factors. The collateral does not include contracts, agreements, licenses (including gaming, and liquor licenses) and other rights that by their express terms prohibit the assignment thereof or the grant of a security interest therein. Some of these may be material to us and such exclusion could have a material adverse effect on the value of the collateral. By its nature,

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some or all of the collateral may not have a readily ascertainable market value or may not be saleable or, if saleable, there may be substantial delays in its liquidation. To the extent that liens, security interests and other rights granted to other parties (including the lenders under our new senior secured credit facility) encumber assets owned by us, those parties have or may exercise rights and remedies with respect to the property subject to their liens that could adversely affect the value of that collateral and the ability of the trustee under the indenture governing the Senior Secured Notes or the holders of the Senior Secured Notes to realize or foreclose on that collateral. Consequently, we cannot assure you that liquidating the collateral securing the Senior Secured Notes would produce proceeds in an amount sufficient to pay any amounts due under the Senior Secured Notes after also satisfying the obligations to pay any creditors with prior claims on the collateral.

        In addition, under the intercreditor agreement between the trustee under the Senior Secured Note indenture and the lenders under our new senior secured credit facility, described below, the right of the lenders to exercise remedies with respect to the collateral could delay liquidation of the collateral. The gaming licensing process, along with bankruptcy laws and other laws relating to foreclosure and sale, as discussed below, also could substantially delay or prevent the ability of the trustee or any holder of the Senior Secured Notes to obtain the benefit of any collateral securing the Senior Secured Notes. Such delays could have a material adverse effect on the value of the collateral.

        The indenture governing the Senior Secured Notes and the agreements governing our other secured debt also permit us to designate one or more of our restricted subsidiaries as an unrestricted subsidiary. If we designate a restricted subsidiary as an unrestricted subsidiary, all of the liens on any collateral owned by the unrestricted subsidiary or any of its subsidiaries and any guarantees of the Senior Secured Notes by the unrestricted subsidiary or any of its subsidiaries will be released under the Senior Secured Note indenture but not necessarily under our new senior secured credit facility. Designation of an unrestricted subsidiary will reduce the aggregate value of the collateral securing the Senior Secured Notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a prior claim (ahead of the Senior Secured Notes) on the assets of such unrestricted subsidiary and its subsidiaries.

        If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the Senior Secured Notes, the holders of the Senior Secured Notes (to the extent not repaid from the proceeds of the sale of the collateral), would have only an unsecured claim against our remaining assets.

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 new senior secured credit facility and also is subject to the prior claim of purchase money lenders and holders of mechanics' liens.

        The security interests securing the Senior Secured Notes and the guarantees of the Senior Secured Notes are contractually subordinated to up to $15.0 million principal amount of debt (plus related interest, fees, indemnities, costs and expenses) that may be incurred under our new senior secured credit facility, pursuant to an intercreditor agreement between the trustee under the Senior Secured Note indenture and the lenders under our new senior secured credit facility. In addition, lenders of furniture, fixtures and equipment financing and other purchase money debt will have a security interest in the assets securing that debt, although those assets, so long as they secure only such debt, do not secure the Senior Secured Notes. As a result, upon any distribution to our creditors, whether or not in bankruptcy, liquidation, reorganization or similar proceedings, or following acceleration of our debt or an event of default under such debt, the lenders under our new senior secured credit facility and the lenders of furniture, fixtures and equipment financing and other purchase money debt will be entitled to be repaid in full from the

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proceeds of the assets securing such debt before any payment is made to holders of Senior Secured Notes from such proceeds.

        Consequently, it is unlikely that the liquidation of the collateral securing the Senior Secured Notes would produce proceeds in an amount sufficient to pay the amounts due on the Senior Secured Notes after also satisfying the obligations to pay our new senior secured credit facility lenders and purchase money lenders, even if the fair market value of the collateral securing the Senior Secured Notes would be sufficient, absent our new senior secured credit facility and purchase money debt, to pay all amounts due on the Senior Secured Notes. If the proceeds of any sale of collateral are not sufficient to repay all amounts due on the Senior Secured Notes, the holders of the Senior Secured Notes (to the extent not repaid from the proceeds of the sale of the collateral), would have only an unsecured claim against our remaining assets.

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 new senior secured credit facility.

        A number of the rights and remedies of the trustee and the holders of the Senior Secured Notes are significantly limited under the intercreditor agreement. For instance, if the Senior Secured Notes become due and payable prior to the stated maturity or are not paid in full at the stated maturity at a time during which we have debt outstanding under our new senior secured credit facility, the Senior Secured Note trustee will not have the right to foreclose upon the collateral unless and until the lenders under our new senior secured credit facility fail to take steps to exercise remedies with respect to or in connection with the collateral within 120 days following notice to such lenders of the occurrence of an event of default under the indenture. In addition, the intercreditor agreement prevents the trustee and the holders of the Senior Secured Notes from pursuing remedies with respect to the collateral in an insolvency proceeding.

        The rights and remedies of the Senior Secured Note trustee also are subject to additional practical limitations with respect to certain collateral so long as such collateral also secures our credit facility. The Senior Secured Note trustee will not have possession (if certificated) of the equity interests of the guarantors or the equity interests owned by Robert R. Black, Sr. and his affiliate in the issuers (even though such equity interests constitute Senior Secured Note collateral), so long as such equity interests also secure our credit facility. As a result, so long as such equity interests also secure our new senior secured credit facility, the trustee (although it does have a perfected security interest in such equity interests) will not be able to take possession of such equity interests upon the occurrence of an event of default under the indenture governing the Senior Secured Notes. In addition, the Senior Secured Note trustee does not have a perfected security interest in certain other portions of the Senior Secured Note collateral—including deposit accounts—that consist of assets that are not perfected by filing a Uniform Commercial Code financing statement, or that require that the issuers or any guarantor, as applicable, cause the trustee to obtain "control" (as defined in the Uniform Commercial Code) or possession of such assets (and, after commercially reasonable efforts, the issuers or such guarantor, as applicable, are unable to cause the trustee to obtain such control or possession).

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.

        In addition to our intercreditor arrangements with lenders under our credit facility, described above, the gaming laws of the State of Nevada and the licensing processes, along with other laws relating

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to foreclosure and sale, could substantially delay or prevent the ability of the trustee or any holder of the Senior Secured Notes to obtain the benefit of any collateral securing the Senior Secured Notes. For example, if the trustee sought to operate, or retain an operator for, any of our gaming properties, the trustee would be required to obtain Nevada gaming licenses. Potential purchasers of our gaming properties or the gaming equipment would also be required to obtain a Nevada gaming license. This could limit the number of potential purchasers in a sale of our gaming properties or gaming equipment, which may delay the sale of and reduce the price paid for the collateral.

        In addition, the trustee's ability to repossess and dispose of collateral is subject to the procedural and other restrictions of state real estate, commercial and gaming law, as well as the prior approval of the lenders under our new senior secured credit facility. Among other things, if the trustee did conduct a foreclosure sale, and if the proceeds of the sale were insufficient, after expenses, to pay all amounts due on the Senior Secured Notes, the trustee might, under certain circumstances, be permitted to assert a deficiency claim against us. There can be no assurance that the trustee would be able to obtain a judgment for the deficiency or that we would have sufficient other assets to pay a deficiency judgment.

        Federal bankruptcy law also could impair the trustee's ability to foreclose upon the collateral. If we or a guarantor become a debtor in a case under the United States Bankruptcy Code, as amended (the "Bankruptcy Code"), the automatic stay, imposed by the Bankruptcy Code upon the commencement of a case, would prevent the trustee from foreclosing upon the collateral or (if the trustee has already taken control of the collateral) from disposing of it, without prior bankruptcy court approval.

        The bankruptcy court might permit us to continue to use the collateral while the bankruptcy case was pending, even if the Senior Secured Notes were then in default. Under the Bankruptcy Code, holders of Senior Secured Notes and the trustee would be entitled to "adequate protection" of the interest of holders of Senior Secured Notes in the collateral, if necessary to protect against any diminution in value during the case. Because the Bankruptcy Code does not define "adequate protection," and because the bankruptcy court has broad discretion, however, there can be no assurance that the court would require us to provide holders of Senior Secured Notes with any form of "adequate protection," or that any protection so ordered would, in fact, be adequate.

        In a bankruptcy case, the court would allow a claim for all amounts due under the Senior Secured Notes, including all accrued and unpaid interest through the date of bankruptcy. Under the Bankruptcy Code, interest stops accruing on the date of bankruptcy except under certain specified circumstances, and there can be no assurance that the court would allow a claim for post-bankruptcy interest. If the court held that the value of the collateral securing the Senior Secured Notes was less than the amount due, the trustee would be permitted to assert a secured claim in an amount equal to the collateral's value and an unsecured claim for the deficiency.

        For these and other reasons, if we or our subsidiaries become debtors in cases under the Bankruptcy Code, there can be no assurance:

•

whether any payments under the notes would be made;



•

whether or when the trustee could foreclose upon or sell the collateral;



•

whether the term or other conditions of the notes or any rights of the holders could be altered in a bankruptcy case without the trustee's or your consent;



•

whether the trustee or you would be able to enforce your rights against the guarantors under their guarantees; or

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•

whether or to what extent holders of the Senior Secured Notes would be compensated for any delay in payment or decline in the collateral's value.

        Finally, the trustee's ability to foreclose on the collateral on behalf of the holders of Senior Secured Notes may be subject to the consent of third parties, prior liens (as discussed above) and practical problems associated with the realization of the trustee's security interest in the collateral.

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 new senior secured credit facility, the holders of our secured debt could foreclose on, and acquire control of, substantially all of our assets.

        The Senior Subordinated Notes and the guarantees thereof are unsecured. The Senior Secured Notes and our new senior secured credit facility are secured by a security interest in substantially all of our and the guarantors' existing and future assets (other than certain excluded assets) and a pledge of the equity interests owned by Robert R. Black, Sr. and his affiliate in the issuers, subject to certain limitations. As a result of these security interests, if we fail to meet our payment or other obligations under such secured debt, the trustee of the Senior Secured Notes and the lenders under our new senior secured credit facility would be entitled to foreclose on all of our assets and liquidate those assets in accordance with the intercreditor agreement. Similarly, in a bankruptcy or liquidation you may not receive any payment on your Senior Subordinated Notes, except to the extent that the value of our assets exceeds our secured debt. Accordingly, we may not have sufficient funds to pay amounts due on the Senior Subordinated Notes. As a result you may lose a portion of or the entire value of your investment in the Senior Subordinated Notes.

Subordination of Senior Subordinated Notes—Your 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 new senior secured credit facility.

        The Senior Subordinated Notes and the guarantees thereof are subordinated in right of payment to all of our and the guarantors' existing and future senior debt, including the Senior Secured Notes and our new senior secured credit facility. As a result, upon any distribution to our creditors or the creditors of any of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or any of the guarantors or our or their property, the holders of our or the guarantor's senior debt, including the Senior Secured Notes and our new senior secured credit facility, will be entitled to be paid in full before any payment may be made with respect to the Senior Subordinated Notes or the guarantees thereof. In such case, holders of the Senior Subordinated Notes will participate with trade creditors, other holders of unsecured debt, and any secured creditor not already paid in full in the assets remaining after we and the guarantors have paid all of the senior debt. In these cases, we and the guarantors may not have sufficient funds to pay all of our creditors, and holders of the Senior Subordinated Notes may receive less, ratably, than the holders of our senior debt.

        In addition, all payments on the Senior Subordinated Notes and the guarantees thereof, including the principal of and premium, if any, and interest (and Liquidated Damages, if any) on the Senior Subordinated Notes, or on account of the redemption provisions of the Senior Subordinated Notes or any repurchases of Senior Subordinated Notes, will be blocked in the event of a payment default on our designated senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on our designated senior debt. See "Description of Senior Subordinated Notes—Subordination to Senior Debt."

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        As of June 30, 2005, the Senior Subordinated Notes and the guarantees thereof were subordinated to approximately $136.1 million of senior debt, consisting of $125.0 million aggregate principal amount of the Senior Secured Notes, $9.4 of gaming equipment financing, $1.2 million of equipment financing, $0.1 million borrowed on the senior secured credit facility, and $0.4 million of timeshare financing. Additionally, as of June 30, 2005, approximately $14.3 million was available for borrowing as additional senior debt under our new senior secured credit facility. We are permitted to borrow substantial additional debt, including senior debt, in the future under the terms of the indenture governing the Senior Subordinated Notes.

Restrictive Covenants—The indentures governing the notes and our new senior secured credit facility contain covenants that significantly restrict our operations.

        The indentures governing the notes and the agreement governing our new senior secured credit facility contain, and any other future debt agreements may contain, numerous covenants imposing financial and operating restrictions on our business. These restrictions may affect our ability to operate our business, may limit our ability to take advantage of potential business opportunities as they arise and may adversely affect the conduct of our current business. These covenants restrict on our ability and the ability of our restricted subsidiaries to, among other things:

•

pay dividends, redeem stock or make other distributions or restricted payments;



•

incur debt or issue preferred equity interests;



•

make certain investments;



•

create liens;



•

agree to payment restrictions affecting the subsidiary guarantors;



•

consolidate or merge;



•

sell or otherwise transfer or dispose of assets, including equity interests of our restricted subsidiaries;



•

enter into transactions with our affiliates;



•

designate our subsidiaries as unrestricted subsidiaries; and



•

use the proceeds of permitted sales of our assets.

        The indentures governing the notes do not allow us to incur additional debt unless the debt is classified as permitted indebtedness or we meet certain financial ratios. Permitted indebtedness includes, among other things:

•

indebtedness evidenced by the notes or refinancing of the notes;



•

indebtedness to finance purchases of furniture, fixture and equipment, or FF& E, so long as the financing does not exceed $2.5 million for non-gaming FF&E;



•

indebtedness to finance our general liability insurance premium so long as the amount does not exceed $1.0 million;



•

indebtedness secured by our contracts between us and owners of timeshare interests in our timeshare units so long as the amount does not exceed $1.0 million; and



•

other indebtedness in an amount not to exceed $1.0 million.

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We may also incur additional indebtedness that does not qualify as permitted indebtedness if we are not in default under our existing indebtedness and we meet certain financial ratios after incurring such additional indebtedness. In addition, we may incur a maximum of $15.0 million in indebtedness under our new senior secured credit facility. Our organizational documents do not contain any limitations on the amount or percentage of indebtedness we may incur. We plan to incur additional indebtedness in compliance with these restrictions in order to finance our general liability insurance premium, to finance our purchases of FF&E and to obtain advances against use our timeshare contracts.

        Our new senior secured credit facility also requires us to meet certain financial ratios and tests. Compliance with these financial ratios and tests may adversely affect our ability to adequately finance our operations or capital needs in the future or to pursue attractive business opportunities that may arise in the future. Our ability to meet these ratios and tests and to comply with other provisions governing our debt may be adversely affected by our operations and by changes in economic or business conditions or other events beyond our control. Our failure to comply with our debt-related obligations could result in an event of default under the notes and our other debt.

Ability to Repurchase Notes—Our ability to repurchase the notes upon a change of control or an asset sale may be limited.

        Upon the occurrence of specific "change of control" events and "asset sale" events, in each case as defined in the indentures, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount (in the case of a change of control) and 100% of the principal amount (in the case of an asset sale), in each case, plus accrued and unpaid interest to the date of repurchase. The lenders under our new senior secured credit facility have a similar right to be repaid upon a change of control. Any of our future debt agreements may contain similar provisions with respect to a change of control or asset sale. However, we may not have sufficient funds at the time of the change of control or asset sale to make the required repurchase of notes or repayment of our other debt. The terms of our new senior secured credit facility also limit our ability to purchase the notes until all debt under our new senior secured credit facility is paid in full. Any of our future debt agreements may contain similar restrictions. If we fail to repurchase any notes submitted in a change of control or asset sale offer, it would constitute an event of default under the indentures which would, in turn, constitute an event of default under our new senior secured credit facility and could constitute an event of default under our other debt, even if the change of control itself would not cause a default.

        In addition, all payments on the Senior Subordinated Notes and the guarantees thereof, including on account of any repurchases of Senior Subordinated Notes, are blocked in the event of a payment default on our designated senior debt. See "—Subordination of Senior Subordinated Notes" above. Under the Senior Subordinated Note indenture, prior to complying with any of the provisions of the change of control or asset sale covenants, but in any event within 90 days following a change in control or an asset sale, respectively, we are required either to repay all outstanding senior debt or obtain the requisite consents, if any, under all agreements governing outstanding senior debt to permit the repurchase of Senior Subordinated Notes required by the change of control or asset sale covenants, respectively.

        Important corporate events, such as takeovers, recapitalizations or similar transactions, may not constitute a change of control under the indentures governing the notes and thus not permit the holders of the notes to require us to repurchase or redeem the notes.

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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.

        We are required to notify the Nevada State Gaming Control Board as to the identity of, and may be required to submit background information regarding, each record or beneficial owner of the notes. For purposes of these rules, "beneficial interest" includes all direct and indirect forms of ownership or control, voting power or investment power held through any contract, lien, lease, partnership, stockholding, syndication, joint venture, understanding, relationship, present or reversionary right, title or interest, or otherwise. The Nevada State Gaming Control Board may determine that holders of the notes have a "beneficial interest" in the issuers.

        If the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, or the City of Mesquite and other local authorities (collectively, the "Nevada Gaming Authorities") require any person, including a record or beneficial owner of the notes, to be licensed, qualified or found suitable, that person must apply for a license, qualification or finding of suitability within the time period specified by the Nevada Gaming Authority. The person would be required to pay all costs of obtaining a license, qualification or finding of suitability. If you are unable or unwilling to obtain such license, qualification or finding of suitability, such agencies and authorities may not grant us or, if already granted, may suspend or revoke our licenses unless we terminate our relationship with you. Under these circumstances, we would be required to repurchase your notes. There can be no assurance that we will have sufficient funds or otherwise will be able to repurchase any or all of your notes. See "Regulation and Licensing."

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.

        Unless designated as an unrestricted subsidiary, each domestic subsidiary we form or acquire will be required to guarantee the notes and grant a security interest in certain of its assets (junior to the security interest granted to the lenders under our new senior secured credit facility) to secure its guarantee. Under federal bankruptcy law and comparable provisions of state and federal nonbankruptcy fraudulent transfer laws, under certain circumstances a court could avoid (i.e., cancel) a guarantee and the security interest in the guarantor's assets, and order the return of any payments made thereunder to the guarantor or to a fund for the benefit of its other creditors.

        A court might take these actions if it found that when the guarantor entered into its guarantee (or, in some jurisdictions, when payments became due on its guarantee), (i) it received less than reasonably equivalent value or fair consideration for its guarantee, and (ii) any of the following conditions was then satisfied:

•

the guarantor was insolvent or rendered insolvent by reason of incurring its obligations under its guarantee or granting a security interest in its assets;



•

the guarantor was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or



•

the guarantor intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as those debts matured.

        In applying these factors, a court would likely find that a subsidiary guarantor did not receive fair consideration or reasonably equivalent value for its guarantee, except to the extent that it benefited directly or indirectly from the notes' issuance. The determination of whether a subsidiary was or was rendered "insolvent" would vary depending on the law of the jurisdiction being applied. Generally, an

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entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its property at a fair valuation or if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts (including contingent or unliquidated debts) as they become absolute and matured.

        A court might also avoid a guarantor's guarantee and the security interest in its assets, if the court concluded that the guarantor entered into the guarantee with actual intent to hinder, delay, or defraud creditors. If a court avoided a guarantor's guarantee, you would no longer have a claim against that subsidiary, and the claims of creditors of the subsidiary generally would be entitled to payment in full before the subsidiary paid any dividends or made any distributions to us for the purpose of our satisfying any claims under the notes.

        Similarly, under federal bankruptcy law and comparable provisions of state and federal non-bankruptcy fraudulent transfer laws, under certain circumstances a court could limit or avoid the issuers' obligations under the notes and the security interest in the issuers' assets, and order the return of any payments made thereunder to the issuers or to a fund for the benefit of their other creditors.

        The notes are joint and several obligations of each of the three issuers. However, none of the issuers, individually, has sufficient cash flow to service the notes or assets that exceed the aggregate principal amount of the notes. To prevent the obligations of an issuer under the notes being subject to avoidance as a fraudulent obligation, each of the indentures provides that the obligations under such indenture and the notes are allocated among each of the issuers, pro rata, based on their respective asset book values as of the issue date of the notes. Each issuer has agreed in the indentures to be responsible for its pro rata share of such obligations and to reimburse the other issuers to the extent that any issuer pays more than its pro rata share of such obligations. However, there can be no assurances that each of the issuers will be able to pay its pro rata share of such obligations or that any issuer will be able to reimburse any other issuer that pays more than its pro rata share. In that case, under federal bankruptcy laws, a court could order the avoidance of all or a portion of an individual issuer's obligations under the notes and order the return of any payments made by an issuer in excess of its pro rata share either to such issuer or to a fund for the benefit of such issuer's other creditors.

        In addition, a substantial portion of the net proceeds from the offering of the old notes was used to redeem and purchase equity interests in the Company not owned by Robert R. Black, Sr. or his affiliates and a minority owner. Although we cannot predict how a court would rule in this case, courts have found that an issuer did not receive reasonably equivalent value or fair consideration if the proceeds of the issuance were paid to such issuer's equity holders.

        Regardless of the factors identified above, a court might also avoid the obligations of the issuers under the notes and the security interest in their assets and order the return of any payments made under the notes either to the issuers or to a fund for the benefit of the issuers' other creditors if the court found that the issuers incurred the obligations under the notes with actual intent to hinder, delay, or defraud creditors of the issuers.

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 your notes.

        The notes are new issues of securities, and there is no existing trading market for the notes. An active market may not develop for the notes, and there can be no assurance as to the liquidity of any market that may develop for the notes. If an active market does not develop, the market price and

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liquidity of the notes may be adversely affected. Any of the notes traded after their initial issuance may trade at a discount from their initial offering price.

        The liquidity of the trading market, if any, and future trading prices of the notes will depend on many factors, including, among other things, our ability to effect the exchange offer, prevailing interest rates, our operating results, financial performance and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. Historically, the market for high-yield debt has been subject to disruptions that have caused substantial fluctuations in the prices of these securities. In addition, securities of gaming companies historically have been more volatile than securities of other companies. The notes and any markets for the notes may be subject to such disruptions and volatility, either of which could have an adverse effect on the price and liquidity of the notes.

        The initial purchaser of the old notes has informed us that it intends to make a market in the notes. However, the initial purchaser is under no obligation to do so and may cease its market making at any time. In addition, market-making activities may be limited during the exchange offer with respect to the notes or the pendency of any resale registration statement with respect to the notes. Although the notes are eligible for trading in PORTAL, we do not intend to apply for listing of the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system.

Restrictions on Transfer—There are restrictions on transfers of the old Notes.

        The old notes were issued in reliance on exemptions from registration under the Securities Act and applicable state securities laws. The old notes may be transferred or resold only in a transaction registered under or exempt from the registration requirements of the Securities Act and applicable state securities laws. The Commission has broad discretion to determine whether any registered exchange offer or resale registration statement will be declared effective and may delay or deny the effectiveness of any such registration statements filed by us for a variety of reasons. Failure to have any registration statement declared effective could adversely affect the liquidity and value of the notes. See "Notice to Investors."

Original Issue Discount on Senior Subordinated Notes—The Senior Subordinated Notes have significant original issue discount ("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.

        Because the Senior Subordinated Notes do not provide for cash payment of stated interest prior to January 15, 2009, the Senior Subordinated Notes have significant OID for United States federal income tax purposes. United States holders generally must include OID income for United States federal income tax purposes under a constant yield accrual method regardless of their regular method of tax accounting. As a result, United States holders of the Senior Subordinated Notes will include OID in income in advance of the receipt of cash attributable to such income. See "Certain United States Federal Income Tax Consequences."

Interest Rate Swaps—Our interest rate swaps are ineffective.

        During 2001, as part of entering into the Original Credit Agreement, we entered into two interest-rate swaps, each with notional amounts equal to $28.0 million to reduce our exposure to changes in interest rates. We refer to these interest rate swaps as the swaps. The swaps effectively converted $56.0 million of our floating rate debt to a fixed rate. The swaps became effective on June 29, 2001 and

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are scheduled to terminate on June 30, 2006. We pay a fixed rate of 5.88% on the swaps, which was priced to assume no value at inception.

        The swaps were originally accounted for under the guidance of SFAS No. 133, "Accounting for Derivative Instruments in Hedging Activities." Under the guidance of SFAS No. 133, the swaps qualified as hedge instruments and met the requirements under SFAS No. 133 to be accounted for as a cash flow hedge. As a result, we designated the hedges and had recorded a liability at December 31, 2003 of approximately $5.3 million which reflected the market value of the swaps as of December 31, 2003. Subsequent changes in fair market value of the swaps from inception through December 31, 2003 were recorded as a comprehensive loss in the accompanying combined statements of income and combined statements of stockholder's and members' equity.

        Since January 1, 2004, the swaps are no longer effective and have lost the ability to qualify as a hedge instrument. Accordingly changes in fair value of the swaps since January 1, 2004 and going forward through termination are and will be accounted for as income or loss to current earnings. We have no plans of reestablishing the swaps as effective hedges in the foreseeable future.

No Registration Rights—The new notes are not entitled to the certain registered rights and do not contain provisions for liquidated damages.

        The terms of the offering for the old notes required us to file a registration statement to register the new notes under the Securities Act. We were required to (1) file a registration statement for the new notes within 90 days after the issue date of the old notes; (2) use our best efforts to cause that registration statement to be declared effective as promptly as practicable but in no event later than 150 days after the issue date of the old notes; and (3) complete the exchange offer for new notes within 30 business days after the registration statement is declared effective. If we fail to meet these requirements, we will be required to pay holders of the old notes liquidated damages in the amount of 0.25% per annum per week for every $1,000 of principal amount at maturity of the old notes for the first 90 days we failed to meet the requirements. For every subsequent 90 day period we are required to pay an additional 0.25% per annum, up to a maximum of 1.00% per annum. Because the registration statement was not effective within 150 days after the issue date of the old notes, from May 19, 2005 to the date of this prospectus, we were required to pay liquidated damages as described above. Because the new notes will be registered under the Securities Act, the holders of the new notes will not be entitled to additional registration rights or the right to liquidated damages described above.

Redemption—We may choose to redeem the notes at anytime on or after January 15, 2009.

        The notes are redeemable at our option on or after January 15, 2009. This means that we have the right, without your consent, to redeem or "call" all or a portion of your notes at any time on or after January 15, 2009. This does not mean that you have a similar right to require us to repay your notes. We may choose to redeem your notes, for example, when prevailing interest rates are lower than the rate then borne by your notes. In that case you would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the notes being redeemed. Any such redemption right also may adversely impact your ability to sell your notes, and/or the price at which you could sell your notes, as the redemption date approaches. You should consult with a competent professional on related consequences of purchasing redeemable notes before purchasing them.

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Past Breach of Credit Facility Covenants—We have breached certain covenants of our previous credit facility.

        On June 28, 2001 we entered into a credit agreement with Bank of America, N.A., Wells Fargo Bank, N.A. and U.S. Bank, N.A. We refer to the credit agreement as the Original Credit Agreement. The terms of the Original Credit Agreement contained certain financial and other covenants. These included a leverage ratio which was calculated quarterly based on the ratio of funded debt to our trailing twelve-month adjusted EBITDA. In addition to the leverage ratio, we were to maintain throughout the term of the Original Credit Agreement, a certain adjusted fixed charge ratio and, commencing June 30, 2002, a minimum trailing twelve-month adjusted EBITDA of no less than $23.0 million.

        As of March 31, 2004, December 31, 2003 and September 30, 2003, we were not in compliance with the adjusted fixed charge coverage ratio and the minimum trailing twelve-month EBITDA. Further, at December 31, 2003 and March 31, 2004 we were not in compliance with the leverage ratio. On July 6, 2004, we entered into a forbearance agreement with the lenders whereby the lenders agreed to forbear exercising their legal remedies under the Original Credit Agreement by reason of technical default while we renegotiated the terms of the Original Credit Agreement with the lenders. On November 4, 2004, we obtained an amended credit agreement which cured all past covenant violations and extended the due date of the loans. We used the proceeds of the notes to pay this credit facility in full. At the closing of the transactions on December 20, 2004, we obtained our new senior secured credit facility to replace the Original Credit Agreement. We are not in breach of any of the covenants of our new senior secured credit facility.

Risks Related to Our Business

Geographic Concentration of Properties—We will be subject to greater risks than a geographically diversified gaming company.

        All of our properties are located in Mesquite, Nevada. Therefore, the impact of many economic and other business factors in Mesquite, and Nevada in general, on our properties will be more significant to us than it would be to a geographically diversified gaming company, and we will be subject to more significant fluctuations in our operating results than a geographically diversified gaming company due to factors such as:

•

a downturn in local or regional economic conditions;



•

an increase in competition in the surrounding area;



•

inaccessibility to our properties due to road construction or closure of Interstate 15; and



•

natural and other disasters in the surrounding area, including severe weather, flooding and fire, and other casualty losses.

        Any of the foregoing factors could limit or result in a decrease in the number of customers at our properties or a decrease in the amount that customers are willing to wager. Although we maintain insurance policies, which may cover certain casualties, insurance proceeds may not adequately compensate us for all economic consequences of any such event. If our properties are not able to generate sufficient cash flow, we may not be able to meet our payment obligations under the notes and our other indebtedness.

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Competition—We face substantial competition in the gaming industry.

        There is substantial competition among companies in the gaming industry, which includes land-based casinos, dockside casinos, riverboat casinos, casinos located on Native American land and other forms of legalized gaming. If other casinos operate more successfully, if existing properties are enhanced or expanded, or if additional hotels and casinos are established in and around the locations where we conduct business, we may lose market share. We also compete, to some extent, with other forms of gaming on both a local and national level, including state-sponsored lotteries, Internet gaming, on-and off-track wagering and card parlors. In particular, the legalization of gaming or the expansion of legalized gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers could have a significant adverse effect on our business, financial condition and results of operations. In addition, there is no limit on the number of gaming licenses that may be granted in Mesquite or in some of the other gaming markets in which we compete. In particular, other than zoning limitations and licensing requirements of the City of Mesquite, there are no restrictions on additional casinos being constructed and opened in Mesquite, including by competitors that may have greater financial and other resources than we do.

        Our casino properties face direct competition from all other casinos and hotels in the southern Nevada region, including, to some degree, from each other. In addition, we also face competition from all other types of entertainment, recreational activities and other attractions in and near Las Vegas. Future visits to our properties may be negatively affected as customers who have previously visited our properties may choose to experience Las Vegas casinos and hotels with greater name recognition, different attractions, amenities and entertainment options. Further, many of our competitors have greater financial, selling and marketing, technical and other resources than we do. We must continually attract customers to our properties, which requires us to maintain a high level of investment in marketing and customer service. We may not be able to compete effectively with our competitors.

        Increased competition also may require us to make substantial capital expenditures to maintain and enhance the competitive positions of our properties, including updating slot machines to reflect changing technology, refurbishing rooms and public service areas periodically, replacing obsolete equipment on an ongoing basis and making other expenditures to increase the attractiveness and add to the appeal of our properties. Because we are highly leveraged, after satisfying our obligations under our outstanding indebtedness, there can be no assurance that we will have sufficient funds to undertake these expenditures or that we will be able to obtain sufficient financing to fund such expenditures. If we are unable to make such expenditures, our competitive position and our results of operations could be materially adversely affected.

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.

        Our success is substantially dependent upon the efforts and skills of Robert R. Black, Sr., our Chairman of the Board, Chief Executive Officer and President. Mr. Black is important to our success because he has been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training personnel, identifying opportunities and arranging financing. We have not entered into an employment agreement with Mr. Black. If we were to lose his services, our business, financial condition and results of operations could be materially adversely affected.

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Governmental Regulations—We face extensive regulation from gaming and other government authorities.

        As owners and operators of gaming facilities, we are subject to extensive Nevada state and local regulation. Nevada state and local government authorities require us and our subsidiaries to obtain gaming licenses and require our officers and key employees to demonstrate suitability to hold gaming licenses. The Nevada state and local government authorities may limit, condition, suspend or revoke a license for any cause deemed reasonable by the respective licensing agency. They may also levy substantial fines against us or our subsidiaries or the individuals involved in violating any gaming laws or regulations. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

        No assurances can be given that any new licenses, registrations, findings of suitability, permits and approvals, including for any proposed expansion of our properties, will be given or that existing ones will be renewed when they expire. Any failure to renew or maintain our licenses or receive new licenses when necessary would have a material adverse effect on us.

        We are subject to a variety of other rules and regulations, including zoning, environmental, construction and land-use laws and regulations governing the serving of alcoholic beverages. We also pay substantial taxes and fees in connection with our operations as a gaming company, which taxes and fees are subject to increase or other change at any time. Any changes to these laws could have a material adverse effect on our business, financial condition and results of operations.

        The compliance costs associated with these laws, regulations and licenses are significant. A change in the laws, regulations and licenses applicable to our business or a violation of any current or future laws or regulations or our gaming licenses could require us to make material expenditures or could otherwise materially adversely affect our business, financial condition or results of operations.

        For more detailed information, see "Regulation and Licensing."

        From time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming operations in the jurisdictions in which we operate. Any such change to the regulatory environment or the adoption of new federal, state or local government legislation could have a material adverse effect on our business.

Concentration of Ownership—Our Chairman of the Board, Chief Executive Officer and President owns a substantial majority of the Company and could have interests that conflict with yours.

        All of the voting equity interests in the Company (other than a 1.92% minority interest in RBG, LLC) are directly or indirectly owned by Robert R. Black, Sr., our Chairman of the Board, Chief Executive Officer and President. Mr. Black directly owns 100% of B & B B, Inc. and Virgin River Casino Corporation. Virgin River Casino Corporation, in turn, directly owns 94.23% of RBG, LLC. In addition, Mr. Black and his affiliates directly own 3.85% of the RBG, LLC. As a result, Mr. Black and his affiliates directly or indirectly own an aggregate of 98.08% of RBG, LLC. For more detailed information, see "Summary—The Transactions" and "Security Ownership of Certain Beneficial Owners and Management."

        There can be no assurance that the interests of Mr. Black will not conflict with your interests as a holder of notes. Because of his controlling interests, he has the power to elect a majority of our board, appoint new management and approve any action requiring the approval of holders of our equity interests, including adopting amendments to our organizational documents, approving mergers or sales of

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substantially all of our assets or changes to our capital structure, or pursuing other transactions which may increase the value of his equity investment even though these transactions may involve risks to you as a holder of notes.

Union Efforts to Organize Employees—Our business, financial condition, and results of operation may be harmed by union efforts to organize our employees.

        Our employees are not covered by collective bargaining agreements. However, the Industrial Technical and Professional Employees Union has twice sought to organize the workers at our properties. If the Industrial Technical and Professional Employees Union or any other union seeks to organize any of our employees, we could experience disruption in our business and incur significant costs, both of which could have a material adverse effect on our results of operation and financial condition. If a union were successful in organizing any of our employees we could experience significant increases in our labor costs which could also have a material adverse effect on our business, financial condition, and results of operations.

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.

        The economic health of our business is generally affected by a number of factors that are beyond our control, including:

•

continued increase in healthcare costs;



•

general economic conditions and economic conditions specific to our primary markets;



•

levels of disposable income of casino customers;



•

increases in transportation costs;



•

local conditions in key gaming markets, including seasonal and weather-related factors;



•

increase in gaming taxes or fees;



•

decline in tourism and travel due to occurrences or threats of terrorism or other destabilizing events;



•

substantial increases in the cost of electricity, natural gas and other forms of energy;



•

competitive conditions in the gaming industry, including the effect of such conditions on the pricing of our games and products;



•

the relative popularity of entertainment alternatives to casino gaming that compete for the leisure dollar;



•

the adoption of anti-smoking regulations; and



•

an outbreak or suspicion of an outbreak of an infectious communicable disease.

        Any of these factors could negatively impact our properties or geographic location in particular or the casino industry generally, and as a result, our business, financial condition and results of operations.

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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.

        We are subject to various federal, state and local environmental laws, ordinances and regulations, including those governing discharges to air and water, the generation, handling, management and disposal of petroleum products and hazardous substances, and the health and safety of our employees. Permits may be required for our operations and these permits are subject to renewal, modification and, in some cases, revocation. In addition, as a property owner and operator, we may be liable for the costs of investigating and remediating hazardous substances or petroleum products on, under, or in our property, without regard to whether we knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. The presence of, or failure to remediate properly, the substances may adversely affect our ability to sell or rent our property or to borrow funds using it as collateral. Additionally, we may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from our property.

        We have reviewed environmental assessments, and limited soil and groundwater testing, relating to our properties. As a result, we have become aware that there is contamination present on some of our properties apparently due to past operations, which included a truck stop and a gas station. In particular, groundwater contamination at our Oasis property (which appears to have migrated onto our CasaBlanca property) is the subject of investigation and cleanup activities being conducted by the prior owners of the Oasis. The water supply for the Oasis property and the CasaBlanca property does not come from ground water that has been contaminated. Although we believe that the prior owners are responsible for such matters under an indemnity agreement we negotiated at the time we purchased the Oasis, we cannot assure you that we will not incur costs related to this matter. Further, we could be held strictly liable for the environmental clean-up of the contaminated properties.

        We do not anticipate any material adverse effects on our earnings or competitive position relating to environmental matters, but it is possible that future developments could lead to material environmental compliance costs or other liabilities for us and that these costs could have a material adverse effect on our business and financial condition.

Risks Associated with Construction Projects—Expansion and renovation efforts are inherently subject to significant development and construction risks.

        Our expansion projects and periodic renovations will be subject to the many risks in expanding or renovating an existing enterprise or developing new projects, including unanticipated design, construction, regulatory, environmental and operating problems, and the significant risks commonly associated with implementing an expansion strategy. In particular, any such projects are subject to the risks associated with the following:

•

the availability of financing and the terms and covenants in our new senior credit facility and other debt;



•

shortages in materials;



•

insufficient public infrastructure improvements or maintenance;



•

shortages of skilled labor or work stoppages;



•

unforeseen construction, scheduling, engineering, environmental or geological problems;

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•

weather interference, floods, fires or other casualty losses;



•

the failure to obtain required licenses, permits or approvals;



•

regulatory or private litigation arising out of projects; and



•

unanticipated cost increases and budget overruns.

        In addition, although we design our projects for existing facilities to minimize disruption of business operations, expansion and renovation projects require, from time to time, portions of the existing operations to be closed or disrupted. Any extended disruptions in our operations could have a material adverse affect on our business, financial condition or results of operations.

Uninsured Losses—We may incur losses that are not adequately covered by insurance which may harm our financial condition and results of operations.

        Although we maintain insurance which we believe is customary and appropriate for our business, we cannot assure you that insurance will be available or adequate to cover all loss and damage to which our business and our assets might be subjected. In connection with insurance renewals subsequent to the events of September 11, 2001, the insurance coverage for certain types of damages or occurrences has been diminished substantially and is unavailable at commercial rates. The lack of adequate insurance for certain types or levels of risk could expose us to significant losses in the event that a catastrophe occurred for which we are underinsured. Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to find replacements or repairs for destroyed property and reduce the funds available for payment of our obligations on the notes.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the old notes. We will not receive any proceeds from the issuance of the new notes in the exchange offer. You will receive, in exchange for old notes tendered by you and accepted by us in the exchange offer, applicable new notes in the same principal amount. The old notes surrendered in exchange for the new notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any increase of our existing debt.

        We used the net proceeds from the sale of the old notes to redeem and purchase equity interests not owned by Robert R. Black, Sr. or his affiliates and a minority owner, to repay the Original Credit Agreement, to repay a stockholder note payable, to pay related transaction fees and expenses and for general corporate purposes.

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SELECTED FINANCIAL DATA

        The selected income statement data for the years ended December 31, 2002, 2003 and 2004 and the selected balance sheet data at December 31, 2003 and 2004 are derived from our audited financial statements appearing elsewhere in this prospectus. The selected income statement data for the years ended December 31, 2000 and 2001, and the selected balance sheet data at December 31, 2000, 2001 and 2002 are derived from our audited financial statements that are not included in this prospectus. The selected income statement data for the six months ended June 30, 2005 and 2004, and the selected balance sheet data at June 30, 2005 are derived from our unaudited financial statements appearing elsewhere in this prospectus.

        The selected financial data as of June 30, 2005 and for the sixmonths ended June 30, 2005 and 2004 include all adjustments, consisting of normal recurring adjustments, which are, in our opinion, necessary for a fair presentation of our financial position and results of operations at such dates and for such periods. Financial and operating results for the sixmonths ended June 30, 2005 and 2004 have not been audited and are not necessarily indicative of the results for the full year. The information presented below summarizes certain selected financial data, which you should read in conjunction with our financial statements and the related notes contained elsewhere in this prospectus and with "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Virgin River Casino Corporation and B & B B, Inc. have elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986, as amended, which permits the owners of our companies pay income taxes on our taxable income. RBG, LLC, a limited-liability company, is classified as a partnership for federal income tax purposes. Accordingly, a provision for income taxes is not included in our financial data.

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