SecProbe.io

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April 6, 2005

Mail Stop 0409

Robert R. Black, Sr.
Chief Executive Officer and Manager
Virgin River Casino Corporation, RBG, LLC and
B & BB, Inc.
911 North Buffalo, Suite #201
Las Vegas, Nevada 89128

Re:	Virgin River Casino Corporation, RBG, LLC and B & BB, INC.
	Registration Statement on Form S-4 filed March 7, 2005
	File No. 333-123179

Dear Mr. Black:
      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
General

1. Please submit a letter from Virgin River Casino Corporation,
RBG,
LLC and B & BB, Inc., that includes the representations outlined
in
the Staff`s Exxon Capital Holdings Corporation (avail. April 13,
1989), Morgan Stanley & Co. (avail. June 5, 1991) and Shearman &
Sterling (avail. July 2, 1993) No Action Letters.

2. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any
preliminary
prospectus distributed to prospective investors prior to our
review.
3. We note your use of "CasaBlanca Resorts" throughout the
prospectus.  The use of CasaBlanca Resorts is vague and confusing
given that Casablanca Resorts, LLC is a subsidiary of Virgin River
Casino Corporation (based on your disclosure in Exhibit 21.1) and
one
of the casinos owned by Virgin River.  Please revise to use your
actual name or a less confusing shortened version throughout your
document.
4. Please supplementally provide us with a copy of the
industry/market information used in connection with the
preparation
of the registration statement.  For instance, we note that you
rely
heavily on data from the Nevada State Gaming Control Board.
Please
provide us with copies of the materials that support the data you
used.
5. Please supplementally provide us with support for claims made
or
beliefs stated.  For instance, on page 50 you state that you
"believe
that the Eureka features approximately 720 slot machines, 11 table
games and 210 hotel rooms."  In addition, please provide support
for
your belief that you have a dominant market share in the Mesquite
area and that Mesquite is "rapidly growing."

Facing Page
6. We note in your calculation table that you list your 9% Senior
Secured Notes as due in 1012.  Please revise to indicate they are
due
in 2012.

Table of Additional Registrants
7. We note that Oasis Interval Ownership, LLC, Oasis Interval
Management, LLC, and Oasis Recreational Properties, Inc are not
listed on the chart illustrating your corporate structure on page
6.
Supplementally please reconcile these disclosures.
8. On page 6, it appears that you are listing Casablanca Hotels
and
Casino Properties and Operations and Virgin River Hotels and
Casino
Properties and Operations as subsidiaries.  On page 100, you state
that the Senior Secured Note Indenture provides that "all of the
Issuers` present and future Subsidiaries will (i) jointly and
severally guarantee all principal of and all premium, if any, and
interest (and Liquidated Damages, if any) on the Senior Secured
Notes
on a senior secured basis"  However, in this section you do not
list
Casablanca Hotels and Casino Properties and Operations and Virgin
River Hotels and Casino Properties and Operations as guarantors.
Please revise or advise.
Incorporation of Certain Documents by Reference, page i
9. You note that "[a]ll documents and reports filed by Virgin
River
Casino Corporation, RBG, LLC and B & BB, Inc. pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date
of this prospectus and prior to the termination of the exchange
offer
to which this prospectus relates shall be deemed to be
`incorporated
by reference` herein and to be a part hereof from the date of the
filing of such documents and reports."   Please note that based on
your lack of Exchange Act reporting history you do not qualify to
incorporate Exchange Act reports by reference.  Refer to the
requirements of Form S-2 and  S-3.  Please revise to eliminate
this
section.

Forward Looking Statements, page ii
10. Since you are not eligible to rely upon the safe harbor for
forward-looking statements found in Section 27A of the Securities
Act
of 1933, it is not appropriate to qualify in their entirety all
subsequent written and oral forward-looking statements
attributable
to the company or persons entitled to speak on behalf of the
company.
Please remove this statement.  In addition, many of the bullet
points
on page iii are largely repetitive of the risk factors included in
the prospectus and are not directly related to forward-looking
statements made in the S-4.  Please revise accordingly.

Prospectus Summary, page 1

General
11. Please revise your summary to present a more balanced
description
of your business.  For example, if you retain the "competitive
strengths" disclosure, balance it with a discussion of your
business
and competitive risks.  In addition, please provide a brief
summary
of the most significant risks associated with an investment in the
notes.  The cross-reference on page 13 is not sufficient to
provide
balance.
12. We note your summary contains a lengthy description of your
business and business strategy.  Further, we note the identical
disclosure appears later in your prospectus.  For instance you
"Competitive Strengths" section is repeated verbatim on page 50.
Your summary should not merely repeat the text of the prospectus
section by section, but should instead provide a brief overview of
the key aspects of the offering.  You should consider and identify
only those aspects of the offering that are the most significant
and
determine how best to highlight those points.  Refer to Item
503(a)
of Regulation S-K, and Part IV.C. of Securities Act Release No.
7497.

13. In connection with the above comment, please revise the
summary
to delete repetitive information found in various portions of the
summary.  For example, you discuss your competitive strengths and
information about your casinos and the Mesquite market in a number
of
locations within the summary section.  In addition, please revise
the
summary to reduce the level of detail regarding your resorts, your
strategy and the Mesquite market.  This level of detail is more
appropriate in the Business section of the prospectus.
14. Please include a statement regarding the accounting treatment
of
the exchange offer.  See Item 4(a)(5) of Form S-4.  We note your
disclosure on page 77.

The Company, page 1
15. We note your statement that you generated net revenues of
$154.3
million for the twelve months ended September 30, 2004.  Since
your
year-end is December 31, please revise to disclose your revenues
at
your year-end rather than at September 30.

Operating Strategy, page 3
16. Supplementally, please tell us whether you have binding
agreements with Starbucks and other entities referenced on page 3
to
add a movie theater, a sushi bar and a Starbucks to your
properties.

The Transaction, page 5
17. You state that "Robert R. Black, Sr. and an affiliate of
Robert
R. Black, Sr. made a $16.0 million equity contribution to us."
Please revise to explicitly state the name of the affiliate.

Corporate Structure Chart, page 6
18. Please revise your corporate structure chart to clearly
indicate
those subsidiaries that also serve as guarantors.  Further, please
reflect each party`s ownership interest in you and your parent as
well as your ownership interest in other entities including your
subsidiaries.  Revise to show this ownership both on a voting and
economic basis, if different.
19. The corporate structure as presented in this section does not
appear to agree with the list of subsidiaries you provided as
Exhibit
21.1.  For instance, in Exhibit 21.1 you list Casablanca Resorts,
LLC
as a subsidiary of Virgin River Casino Corporation.  In this
section
you list Casablanca Resorts, LLC as a subsidiary of RBG, LLC.  In
addition, B&BB does not appear to be a subsidiary of the
registrant
according to the chart on page 6.
20. In footnote 2 you state that "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, the affiliate 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."  Please file a copy of all the agreements involving
this transaction (e.g., the Convertible Note Pledge Agreement and
the
Convertible Note Purchase Agreement discussed in Exhibit 2.12) as
Exhibits.
21. We refer to footnote (2) where you state that you are seeking
the
requisite gaming approvals in order to form a holding company that
will wholly own each of the three issuers.  Supplementally, please
tell us the status of receiving such approval and what steps need
to
be taken in order to obtain it.

The Exchange Offer, page 7
22. In the paragraph titled Exchange Offer and on the Cover Page,
you
state that "[t]he terms of each of the new notes are substantially
identical to the applicable old notes, except that the new notes
have
been registered under the federal securities laws, are not
entitled
to certain registered rights relating to such old notes and do not
contain provisions for liquidated damages."  However, on page 10
you
state "[t]he 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."  Please revise to eliminate this discrepancy.
Ranking, page 11 and 12
23. Please revise your disclosure in these sections to quantify
the
amount of your existing debt that ranks senior to or pari passu
with
the Senior Secured Notes and the Senior Subordinated Discount
Notes.

Terms Applicable to Both Issues, page 13
24. In the paragraph titled Asset Sale Offer, you discuss the use
of
"excess proceeds" in the context of asset sales or an event of
loss
occurring.  Please briefly define the term "excess proceeds."  In
addition, please clarify when the obligation to repurchase some of
the notes will occur.

Summary Combined Financial Data, page 15

25. We note that your calculation of EBITDA excludes minority
interest expense and the change in fair value of interest rate
swaps.
Explain how these adjustments are in compliance with Item
10(e)(1)(ii) of Regulation S-K or revise your disclosures
accordingly.  Note, any measures that deviate from the definition
of
EBITDA in the adopting release must comply with the other
requirements of Item 10(e) of Regulation S-K.

26. We are unclear whether you intend your disclosure of EBITDA to
be
a liquidity or a performance measure.  In the paragraph preceding
the
calculation of EBITDA you indicate that EBITDA is "presented to
enhance the understanding of our financial performance and our
ability to service our indebtedness", which implies that the
amount
would be used as both a performance measure and a liquidity
measure.
In a supplemental response to us and in your disclosure, clarify
how
you intend this measure to be used and revise the presentation to
comply with Item 10(e) of Regulation S-K.  Additionally, please
explain how you have considered questions 8 and 15 of the
Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures
when
preparing your disclosures related to EBITDA`s use as a
performance
measure.

27. Please explain how you have considered the guidance of Item
10(e)
of Regulation S-K when determining whether it was appropriate to
disclose EBITDA on a per property basis.  Demonstrate how results
not
used by your chief operating decision maker are useful to
investors.

Summary Financial and Operating Data by Property, page 16
28. Supplementally explain why the Mesquite Star Hotel & Casino
property was not listed in this summary.  Also supplementally
disclose whether the Mesquite Star Hotel & Casino property
generated
any revenues for the fiscal years 2001 - 2004.

Risk Factors, page 18

General
29. Please revise the fourth sentence of the first introductory
paragraph to eliminate the implication that all material risks
have
not been discussed, and revise as necessary to include a
discussion
of all material risks in your risk factor section.
30. Please include a risk factor that alerts investors to the fact
that you may redeem the notes at anytime on or after January 15,
2009.

31. In the paragraph titled Exchange Offer on page 7, you state
that
"[t]he terms of each of the new notes are substantially identical
to
the applicable old notes, except that the new notes have been
registered under the federal securities laws, are not entitled to
certain registered rights relating to such old notes and do not
contain provisions for liquidated damages."  Please add a risk
factor
disclosing that the new notes are not entitled to the certain
registered rights and do not contain provisions for liquidated
damages.  Please note the specific registered rights the new notes
will not be entitled to.
32. On page 44, you state that you "have no intention at the
present
time of entering into any new swaps to hedge the new debt incurred
as
a result of the Transactions. The existing interest rate swaps
will
continue to be ineffective for the foreseeable future; however,
the
Companies believe the ineffectiveness of the existing swaps will
have
no adverse effect on the Companies` ongoing compliance with the
new
debt."  Please include a risk factor discussing the fact that your
existing interest rate swaps are ineffective and discussing your
intention not to enter into any new swaps to hedge the new debt
incurred.
33. Please add a risk factor that discusses the company`s breach
of
certain of the covenants contained in its credit facility,
describing
the specific breaches and discussing the effect this may have on
the
ability of the company to obtain waivers in the future.  We refer
to
disclosure found on pages F-8 and F-14.

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, page
19
34. On page F-13 you note that there was "no availability under
the
revolving credit facility at...September 30, 2004."  Please revise
to
indicate the amount available to you under all of your credit
facilities as of the most recent practicable date.  Also, please
revise to discuss if there are any restrictions on your ability to
use your credit facilities to make debt payments to debt holders.
35. Please indicate the cash available to you as of the most
recent
practicable date.

Restrictive Covenants-The indentures governing the notes and our
new
senior secured credit facility will contain covenants that
significantly restrict our operations, page 24
36. We note that the instruments governing your indebtedness
contain
restr