Exchange Agent

        U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. Letters of transmittal must be addressed to the exchange agent at its address set forth on the back cover page of this prospectus. Delivery to an address other than as set forth herein, or transmissions of instructions via a facsimile or telex number other than the ones set forth herein, will not constitute a valid delivery.

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Solicitation of Tenders; Expenses

        We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection therewith. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. The expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us and are estimated at approximately $75,000. No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this prospectus in connection with the exchange offer. If given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the respective dates as of which information is given herein. The exchange offer is not being made to (nor will tenders be accepted from or on behalf of) holders of original notes in any jurisdiction in which the making of the exchange offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we may deem necessary to make the exchange offer in any such jurisdiction and extend the exchange offer to holders of original notes in such jurisdiction. In any jurisdiction the securities laws or blue sky laws of which require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on behalf of us by one or more registered brokers or dealers which are licensed under the laws of such jurisdiction.

Appraisal Rights

        You will not have appraisal rights in connection with the exchange offer.

Federal Income Tax Consequences

        The exchange of original notes for exchange notes will not be a taxable exchange for U.S. federal income tax purposes, and holders will not recognize any taxable gain or loss or any interest income as a result of such exchange. See "Certain United States Federal Income Tax Considerations."

Other

        Participation in the exchange offer is voluntary and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decisions on what action to take. As a result of the making of, and upon acceptance for exchange of all validly tendered original notes pursuant to the terms of this exchange offer, we will have fulfilled a covenant contained in the terms of the original notes and the registration rights agreement. Holders of the original notes who do not tender their original notes in the exchange offer will continue to hold such original notes and will be entitled to all the rights, and limitations applicable thereto, under the indenture, except for any such rights under the registration rights agreement which by their terms terminate or cease to have further effect as a result of the making of this exchange offer. See "Description of Notes." All untendered original notes will continue to be subject to the restriction on transfer set forth in the indenture. To the extent that original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes could be adversely affected. See "Risk Factors—Risks Relating to the Exchange Offer—Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the exchange offer."

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        We may in the future seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any original notes which are not tendered in the exchange offer.

Transfer Taxes

        Holders who tender their original notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register exchange notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Consequences of Failure to Exchange Original Notes

        Holders of original notes who do not exchange their original notes for exchange notes pursuant to the exchange offer will continue to be subject to the provisions in the indenture regarding transfer and exchange of the original notes and the restrictions on transfer of such original notes as set forth in the legend thereon as a consequence of the issuance of the original notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the original notes may not be offered or sold, unless registered under the Securities Act and applicable state securities laws. We do not currently anticipate that we will register original notes under the Securities Act unless requested by the holders of original notes who are not eligible to participate in the exchange offer. See "The Exchange Offer" and "Description of the Notes—Registration Rights."

        Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that exchange notes issued pursuant to the exchange offer in exchange for original notes may be offered for resale, resold or otherwise transferred by holders thereof (other than any such holder who is an "affiliate" of us within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holders' business and such holders, other than broker-dealers, have no arrangement or understanding with any person to participate in the distribution of such exchange notes. However, the SEC has not considered the exchange offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as in such other circumstances. Each holder of the original notes who wishes to exchange its original notes for exchange notes in the exchange offer will be required to make certain representations to us, including that:

•

any exchange notes to be received by such holder will be acquired in the ordinary course of its business;



•

at the time of the consummation of the exchange offer such holder will have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the Securities Act;



•

such holder is not our "affiliate" (as defined in Rule 405 promulgated under the Securities Act) or an "affiliate" of any of the guarantors;



•

if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of exchange notes; and



•

if such holder is a broker-dealer (a "Participating Broker-Dealer"), such holder will receive exchange notes for its own account in exchange for notes that were acquired as a result of market making or other trading activities and that such holder will deliver a prospectus in connection with any resale of such exchange notes.

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By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer or any other person subject to the prospectus delivery requirements of the Securities Act for use in connection with any such resale. See "Plan of Distribution." In addition, to comply with the securities laws of certain jurisdictions, if applicable, the exchange notes may not be offered or sold unless they have been registered or qualified for offer or sale in such jurisdictions or any exemption from registration or qualification is available and is complied with. We have agreed, pursuant to the registration rights agreement, subject to certain limitations specified therein, to register or qualify the exchange notes for offer or sale under the securities laws of such jurisdictions as any holder reasonably requests in writing. Unless a holder so requests, we do not currently intend to register or qualify the sale of the exchange notes in any such jurisdictions.

        If any holder is our affiliate or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder

•

may not rely on the applicable interpretations of the staff of the SEC; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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GOVERNMENT REGULATION

        We will conduct our Mississippi gaming operations by owning and operating the Hard Rock Hotel & Casino Biloxi in the City of Biloxi, Harrison County, Mississippi. The ownership and operation of casino facilities in Mississippi are subject to extensive state and local regulation, but primarily the licensing and regulatory control of the Mississippi Gaming Commission and the Mississippi State Tax Commission.

        The Mississippi Gaming Control Act, which legalized dockside casino gaming in Mississippi, was enacted on June 29, 1990. Effective October 29, 1991, the Mississippi Gaming Commission adopted regulations in furtherance of the Mississippi Act.

        The laws, regulations and supervisory procedures of Mississippi and the Mississippi Gaming Commission seek to:

•

prevent unsavory or unsuitable persons from having any direct or indirect involvement with gaming at any time or in any capacity;



•

establish and maintain responsible accounting practices and procedures;



•

maintain effective control over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and safeguarding of assets and revenues, providing reliable record keeping and making periodic reports to the Mississippi Gaming Commission;



•

prevent cheating and fraudulent practices;



•

provide a source of state and local revenues through taxation and licensing fees; and



•

ensure that gaming licensees, to the extent practicable, employ Mississippi residents.

        The regulations are subject to amendment and interpretation by the Mississippi Gaming Commission. Changes in Mississippi law or the regulations or the Mississippi Gaming Commission's interpretations thereof may limit or otherwise materially affect the types of gaming that may be conducted, and could have a material adverse effect on the Issuers and our Mississippi gaming operations.

        The Mississippi Act provides for legalized dockside gaming at the discretion of the 14 counties that either border the Gulf Coast or the Mississippi River, but only if the voters in such counties have not voted to prohibit gaming in that county. As of December 31, 2003, dockside gaming was permissible in nine of the 14 eligible counties in the state and gaming operations had commenced in Adams, Coahoma, Hancock, Harrison, Tunica, Warren and Washington counties. Under Mississippi law, gaming vessels must be located on the Mississippi River or on navigable waters in eligible counties along the Mississippi River, or in the waters of the State of Mississippi lying south of the state in eligible counties along the Mississippi Gulf Coast. Although there are no legislative limitations on the number of gaming licenses which may be issued in Mississippi, competition is limited by the availability of legal, suitable and accessible sites.

        Mississippi law permits unlimited stakes gaming on permanently moored vessels on a continuous 24-hour basis and does not restrict the size of the gaming area or the percentage of vessel space which may be used for gaming. All types of casino games (other than bingo and race and/or sports betting) may be offered. House credit may be extended to qualified patrons. The legal age for gaming in Mississippi is 21.

        The Issuers, GAR, LLC and AA Capital, will be subject to the licensing and regulatory control of the Mississippi Gaming Commission. Upon our licensure, the Issuers must be registered under the Mississippi Act as publicly traded corporations. Registered publicly traded corporations are required to

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periodically submit detailed financial, operating and other reports to the Mississippi Gaming Commission and furnish any other information which the Mississippi Gaming Commission may require. If the Issuers are unable to satisfy the registration requirements of the Mississippi Act, we cannot own or operate gaming facilities in Mississippi. We are also required to periodically submit detailed financial, operating and other reports to the Mississippi State Tax Commission and to furnish any other information required thereby.

        We must obtain and continue to maintain a gaming license from the Mississippi Gaming Commission to operate a casino in Mississippi. Gaming licenses require the periodic payment of fees and taxes and are not transferable. Gaming licenses are issued for a maximum term of three years and must be renewed periodically thereafter. No person may become an equity holder of or receive any percentage of profits from a licensed gaming entity, including us, without first obtaining licenses and approvals from the Mississippi Gaming Commission.

        The members, managers, officers and directors of the Issuers, and our key employees who are actively and directly engaged in the administration or supervision of gaming in Mississippi must be found suitable or be licensed by the Mississippi Gaming Commission. The Mississippi Gaming Commission, in its discretion, may require additional persons to file applications for findings of suitability. In addition, any person having a material relationship or involvement with the Issuers may be required to be found suitable, in which case those persons must pay the costs and fees associated with the investigation. A finding of suitability requires submission of detailed personal and financial information followed by a thorough investigation. There can be no assurance that a person who is subject to a finding of suitability will be found suitable by the Mississippi Gaming Commission. The Mississippi Gaming Commission may deny an application for a finding of suitability for any cause that it deems reasonable. Findings of suitability must be periodically renewed.

        Changes in certain licensed positions must be reported to the Mississippi Gaming Commission. In addition to its authority to deny an application for a finding of suitability, the Mississippi Gaming Commission has jurisdiction to disapprove a change in a licensed position. The Mississippi Gaming Commission has the power to require the Issuers to suspend or dismiss managers, officers, directors and other key employees or sever relationships with other persons who refuse to file appropriate applications or whom the authorities find unsuitable to act in their capacities.

        Employees associated with gaming must obtain work permits that are subject to immediate suspension. The Mississippi Gaming Commission will refuse to issue a work permit to a person convicted of a felony and it may refuse to issue a work permit to a gaming employee if the employee has committed various misdemeanors or knowingly violated the Mississippi Act or for any other reasonable cause.

        At any time, the Mississippi Gaming Commission has the power to investigate and require a finding of suitability of any of our record or beneficial equity holders, regardless of the percentage of ownership. Mississippi law requires any person who acquires more than 5% of the voting securities of a publicly traded corporation registered with the Mississippi Gaming Commission to report the acquisition to the Mississippi Gaming Commission, and that person may be required to be found suitable. Also, any person who becomes a beneficial owner of more than 10% of the voting securities of such a company, as reported to the Mississippi Gaming Commission, must apply for a finding of suitability by the Mississippi Gaming Commission. An applicant for finding of suitability must pay the costs and fees that the Mississippi Gaming Commission incurs in conducting the investigation. The Mississippi Gaming Commission has generally exercised its discretion to require a finding of suitability of any beneficial owner of more than 5% of a registered public or private entity's voting securities. However, the Mississippi Gaming Commission regulations may permit institutional investors to own beneficially up to 15% of a registered public or private company's common stock, and, in limited

62

circumstances, up to 19% of a registered public company's common stock without a finding of suitability.

        Under certain circumstances, an "institutional investor," as defined by the regulations, which acquires more than 10% but not more than 15% of a registered public or private company's voting securities, may apply to the Executive Director of the Mississippi Gaming Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the registered public or private company, any change in the registered public or private company's corporate charter, bylaws, management, policies or operations of the registered public or private company or any of its gaming affiliates, or any other action which the Mississippi Gaming Commission finds to be inconsistent with holding the registered public or private company's voting securities for investment purposes only. Activities that are not deemed to be inconsistent with holding voting securities for investment purposes only include:

•

voting, directly or indirectly through the delivery of a proxy furnished by the board of directors, on all matters voted upon by the holders of such voting securities;



•

serving as a member of any committee of creditors or security holders formed in connection with a debt restructuring;



•

nominating any candidate for election or appointment to the board of directors in connection with a debt restructuring;



•

accepting appointment or election as a member of the board of directors in connection with a debt restructuring and serving in that capacity until the conclusion of the member's term;



•

making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and



•

such other activities as the Mississippi Gaming Commission may determine to be consistent with such investment intent.

        An institutional investor that has been granted a waiver may beneficially own more than 15%, but not more than 19%, of the voting securities of a registered public company only if such additional ownership above 15% results from the operation of such company's stock repurchase program, as long as the institutional investor does not purchase or acquire any additional voting securities of such company and the institutional investor reduces its ownership in such company to 15% or less within one year from the date the institutional investor receives constructive notice that its ownership in such company exceeded 15%.

        If a stockholder who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The Mississippi Gaming Commission may at any time dissolve, suspend, condition, limit or restrict a finding of suitability to own our equity interests for any cause it deems reasonable.

        The Issuers may be required to disclose to the Mississippi Gaming Commission, upon request, the identities of the holders of any debt or other securities. In addition, under the Mississippi Act, the Mississippi Gaming Commission may, in its discretion:

•

require holders of debt securities of registered corporations to file applications;



•

investigate the holders; and

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•

require the holders to be found suitable to own the debt securities.

        Although the Mississippi Gaming Commission generally does not require the individual holders of obligations such as the notes to be investigated and found suitable, the Mississippi Gaming Commission retains the discretion to do so for any reason, including but not limited to a default, or where the holder of the debt instrument exercises a material influence over the gaming operations of the entity in question. Any holder of debt or equity securities required to apply for a finding of suitability must pay all investigative fees and costs of the Mississippi Gaming Commission in connection with the investigation.

        Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Mississippi Gaming Commission may be found unsuitable. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of the securities of the Issuers beyond the time that the Mississippi Gaming Commission prescribes may be guilty of a misdemeanor. The Issuers will be subject to disciplinary action if, after receiving notice that a person is unsuitable to be an equity holder, a holder of the debt securities of the Issuers, or to have any other relationship with the Issuers:

•

pay the unsuitable person any dividend, interest or other distribution whatsoever;



•

recognize the exercise, directly or indirectly, of any voting rights conferred through such securities held by the unsuitable person;



•

pay the unsuitable person any remuneration in any form for services rendered or otherwise, except in limited and specific circumstances;



•

make any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction; or



•

fail to pursue all lawful efforts to require the unsuitable person to divest himself of the securities, including, if necessary, the immediate purchase of the securities for cash at a fair market value.

        Upon our licensure, the Issuers must maintain in Mississippi a current ledger with respect to the ownership of their equity securities which must reflect the record ownership of any equity security issued by the Issuers. The ledger must be available for inspection by the Mississippi Gaming Commission at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Mississippi Gaming Commission. A failure to make that disclosure may be grounds for finding the record holder unsuitable. We must also render maximum assistance in determining the identity of the beneficial owner.

        Upon our licensure, the Mississippi Act requires that the certificates representing securities of the Issuers bear a legend to the general effect that the securities are subject to the Mississippi Act and the regulations of the Mississippi Gaming Commission. Although there can be no assurances that such will be granted to the Issuers, the Mississippi Gaming Commission routinely grants waivers of this legend requirement to registered publicly traded corporations. The Mississippi Gaming Commission has the power to impose additional restrictions on the Issuers and the holders of their securities at any time.

        Substantially all loans, leases, sales of securities and similar financing transactions by a gaming licensee must be reported to or approved by the Mississippi Gaming Commission. A gaming licensee may not make a public offering of its securities in the absence of a waiver granted by the Mississippi Gaming Commission; however, a gaming licensee may pledge or mortgage casino facilities if it obtains the prior approval of the Mississippi Gaming Commission. Upon our licensure, the Issuers may not make a public offering or private placement of their securities without the prior approval of the Mississippi Gaming Commission if any part of the proceeds of the offering is to be used to finance the

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construction, acquisition or operation of gaming facilities in Mississippi or to retire or extend obligations incurred for those purposes. The approval, if given, does not constitute a recommendation or approval of the accuracy or adequacy of the prospectus or the investment amounts of the securities subject to the offering.

        Under the regulations of the Mississippi Gaming Commission, we, upon licensure, may not guarantee a security issued by an affiliated company pursuant to a public offering, or pledge our assets to secure payment or performance of the obligations evidenced by a security issued by an affiliated company, without the prior approval of the Mississippi Gaming Commission. Similarly, our ownership interests, upon licensure, may not be pledged, nor may the pledgee of such ownership interests foreclose on such a pledge, without the prior approval of the Mississippi Gaming Commission. Moreover, upon our licensure, restrictions on the transfer of an equity security issued by us and agreements not to encumber such securities are ineffective without the prior approval of the Mississippi Gaming Commission.

        Upon our licensure, neither Issuer may change its control through merger, consolidation, acquisition of assets, management or consulting agreements or any form of takeover without the prior approval of the Mississippi Gaming Commission. The Mississippi Gaming Commission may also require controlling stockholders, officers, directors, and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

        Upon our licensure, none of the Issuers may engage in gaming activities in Mississippi while the Issuers and/or persons found suitable to be associated with our gaming license conduct gaming operations outside of Mississippi without waiver or approval of the Mississippi Gaming Commission. The Mississippi Gaming Commission may require means for it to have access to information concerning us and our affiliates' out-of-state gaming operations.

        If the Mississippi Gaming Commission decides that a gaming licensee violated a gaming law or regulation, the Mississippi Gaming Commission could limit, condition, suspend or revoke the license. In addition, the licensee, any registered holding company of the licensee, and the persons involved could be subject to substantial fines for each separate violation. A violation under a gaming license held by one our affiliates may be deemed a violation of our gaming license. Because of a violation, the Mississippi Gaming Commission could attempt to appoint a supervisor to operate the casino facilities. Limitation, conditioning or suspension of our gaming license or the Issuers' registrations as publicly traded corporations or the appointment of a supervisor could, and revocation of any gaming license or registration would, materially adversely affect our business.

        A gaming licensee must pay license fees and taxes, computed in various ways depending on the type of gaming involved, to the State of Mississippi and to the county or city in which the gaming licensee conducts operations. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon:

•

a percentage of the gross gaming revenues received by the casino operation;



•

the number of slot machines operated by the casino; and



•

the number of table games operated by the casino.

        The license fee payable to the State of Mississippi is based upon "gross revenue," generally defined as gaming receipts less payouts to customers as winnings, and equals:

•

4% of gross revenue of $50,000 or less per month;



•

6% of gross revenue over $50,000 but not exceeding $134,000 per month; and



•

8% of gross revenue over $134,000 per month.

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        These license fees are allowed as a credit against a licensee's Mississippi income tax liability for the year paid. The gross revenue fee imposed by the Mississippi cities and counties in which casino operations are located is in addition to the fees payable to the State of Mississippi and equals approximately 4% of the gaming receipts.

        The Mississippi Gaming Commission regulations require as a condition of licensure that a gaming establishment include a 500-car or larger parking facility in close proximity to the casino complex, and infrastructure facilities which amount to at least 100% of the casino cost. Infrastructure facilities are defined in the regulation to include a hotel with at least 250 rooms, theme park, golf course and other similar facilities. With the opening of its hotel and other amenities, the Hard Rock Hotel & Casino Biloxi is expected to be in compliance with this requirement.

        On July 23, 2003, the Mississippi Gaming Commission adopted an amendment to its regulation governing site approval, licensing and other commission approvals, and the amendment became effective on August 22, 2003. As of June 16, 2003, the Mississippi Gaming Commission amended its policy governing site approval, licensing and other commission approvals so that the policy comported with the amended regulation; in other words, the Hard Rock Hotel & Casino Biloxi and any other proposed casino development became subject to the amended regulation on June 16, 2003. Pursuant to the amended regulation, there are five Mississippi Gaming Commission approvals that must be obtained in order to open a gaming establishment:

1.

Gaming Site Approval.     This is a Mississippi Gaming Commission finding that the site location is legal and suitable pursuant to applicable gaming statutes and regulations. The following information must be provided to and approved by the Mississippi Gaming Commission in order to receive Gaming Site Approval: (a) a survey; (b) the use of adjacent parcels; (c) the location of the nearest residential area, school and church; and (d) evidence of proper zoning. Gaming site approval is granted for a period of two years; additionally, site development plan approval must be received within six months of gaming site approval.



2.

Site Development Plan Approval.     This is a Mississippi Gaming Commission approval of the proposed development plan in concept, and must be obtained within 6 months of receiving gaming site approval. Site development plan approval may be received concurrently with gaming site approval. The following information must be provided to and approved by the Mississippi Gaming Commission in order to receive site development plan approval: (a) the development plans and renderings showing proposed construction details and the footprint of the project; (b) a description of the construction; (c) a description of the parking facilities and capacity; and (d) preliminary figures demonstrating that the infrastructure requirement as described hereinabove will be met.



3.

Approval to Proceed With Development.     This is a Mississippi Gaming Commission approval that permits the applicant to begin construction of the development. The following information must be provided to and approved by the Mississippi Gaming Commission in order to receive approval to proceed with development: (a) detailed figures demonstrating that the infrastructure requirements as described hereinabove will be met; (b) the construction schedule; (c) current financial statements; (d) a detailed statement of the source of funds needed for construction, including firm written unconditional financing commitments; and (e) evidence that various federal, state and local agencies do not oppose the project.



4.

Gaming Operator's Licensure.     This Mississippi Gaming Commission approval licenses the applicant to operate a gaming establishment. The application for a gaming operator's license and the applications for findings of suitability of all holding companies, officers and directors (or their counterparts), key management, and significant equity holders must be filed within 90 days of the receipt of the approval to proceed with development.

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5.

Approval to Open.     This Mississippi Gaming Commission approval permits the casino to open. The land based facilities constituting the required infrastructure must be fully operational before the casino is permitted to open. Approval to open must be received within two years of receiving gaming site approval, although extensions totaling not more than six months are available provided site development is at least 85% complete.

        On July 23, 2003, the Mississippi Gaming Commission granted gaming site approval and site development plan approval to us for the Hard Rock Hotel & Casino Biloxi. On January 21, 2004, the Mississippi Gaming Commission granted us approval to proceed with development of the Hard Rock Hotel & Casino Biloxi. Additionally, on January 21, 2004, the Mississippi Gaming Commission granted approval of:

•

the exchange offer,



•

the pledge of equity interests,



•

the negative pledge of equity interests,



•

the placement of restrictions upon the transfer of equity interests,



•

the agreements not to encumber equity interests,



•

the hypothecation of assets in connection with the offering of the notes,



•

the placement of restrictions upon the transfer of equity interests in connection with the junior subordinated note, and



•

the placement of restrictions upon the transfer of equity interests in connection with the industrial development revenue bonds issued by the MBFC.

        Both the local jurisdiction and the Alcoholic Beverage Control Division of the Mississippi State Tax Commission license, control and regulate our sale of alcoholic beverages, including beer and wine, at the Hard Rock Hotel & Casino Biloxi. The Hard Rock Hotel & Casino Biloxi is in an area designated as a special resort area, which allows casinos located therein to serve alcoholic beverages on a 24-hour basis. The Alcoholic Beverage Control Division requires that our key officers and managers and all owners of more than 5% of our equity submit detailed personal, and in some instances, financial information to the Alcoholic Beverage Control Division and be investigated and licensed. All such licenses are non-transferable. The Alcoholic Beverage Control Division must approve changes in key positions. The Alcoholic Beverage Control Division has the full power to limit, condition, suspend or revoke any license for the service of alcoholic beverages or to place a licensee on probation with or without conditions. Any disciplinary action could, and revocation would, have a material adverse effect upon the operations of the Hard Rock Hotel & Casino Biloxi.

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