SecProbe.io

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      June 14, 2005

      Mail Stop 4561

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.
	Amendment No. 2 to Form S-4
	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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Risk Factors

Past Breach of Credit Facility Covenants-We have breached certain
covenants of our previous credit facility, page 28
1. We note your response to Comment 3.  You state that your
"previous
breaches of certain covenants of the Original Credit Agreement do
not
affect [your] ability to obtain waivers of breaches under our new
senior secured credit facility."  It is not clear whether this is
your opinion or whether your lender has advised you of the above
statement.  In addition, the language serves to mitigate the risk
you
are discussing and should be removed.
Certain Relationships and Related Transactions, page 72
2. On page 73, you note that you "paid Mr. Black management fees
in
the amount of $230,000, $5,000 and $0 for the fiscal years ended
December 31, 2002, 2003 and 2004, respectively."  You also state
that
you "have recorded an estimated liability of $288,000 associated
with
his management fee at March 31, 2005."  Please revise to state how
these fees are determined and why there has been such a large
increase to date in 2005.

Accounting Treatment, page 84

3. We are still unclear of your basis in GAAP for capitalizing
costs
incurred with third parties directly related to the offering.  On
page 6 of your filing you indicate that you are "offering to
exchange
up to $125.0 million aggregate principal amount of new senior
notes
and up to $66.0 million aggregate principal amount at maturity of
new
senior subordinated notes for an identical principal amount of the
applicable old notes."  Please explain to us how you are applying
the
guidance in EITF 96-19 with respect to the exchange transaction.
Alternatively, explain to us how you have concluded that EITF 96-
19
is not applicable and your basis in GAAP for capitalizing any
issuance costs.  Cite any relevant accounting literature in your
response.

Financial Statements

1. Basis of Presentation and Background, page F-8

4. We have considered your response to comment 12 and continue to
believe that you do not appear to meet the exceptions in paragraph
(f) of Rule 3-10 of Regulation S-X to provide modified financial
information.  As such you should provide the information required
by
paragraph (a)(1) of Rule 3-10 for each issuer.  Further, your
presentation of your primary financial statements on a combined
basis
does not appear to comply with Rule 3-01 of Regulation S-X.
Please
revise accordingly.

3. Purchase of Equity Interest, page F-16

5. We have considered your response to our prior comment 15 and
the
related revisions to your disclosure.  We are unsure how you have
met
the requirement of paragraph 51(b) of SFAS 141 to describe the
factors that contributed to a purchase price that resulted in the
recognition of goodwill.  Please show us how you have met this
requirement or revise your disclosure accordingly.

11. Commitments and Contingencies, page F-24

6. We have considered your response to our prior Comment 16.
Based
on your response, we are still unsure how you considered your
continuing involvement in the property when concluding that it was
appropriate to recognize the entire $1.3 million gain on
termination
in the current period.  Additionally, explain to us how you
considered the phased termination of the lease when concluding
that
it was not necessary to defer any portion of the gain.  In your
response, also advise what consideration was given to paragraph 29
of
SFAS 13 which provides that the accounting for leases between
related
parties be modified as necessary to recognize the economic
substance
rather than legal form.  In this regard, while we note that Mr.
Black`s interest was only 2.8%, you have disclosed elsewhere that
he
was the managing member of MDW which would imply that he would
have
significant influence over the LLC under paragraph 5(a) of SFAS
13.

7. We have reviewed your response to our prior comment 17.  We are
still unsure how you arrived at the conclusion that you were not
the
primary beneficiary of the transaction given the related party
interests involved, your obligation to support MDW`s share of the
operating expenses of the project, and the disproportionate split
of
proceeds during the advancement period.  Please expand on your
response to provide a more thorough description of how you
considered
these factors in determining that you were not the primary
beneficiary of the transaction.

Part II

Undertakings, page II-2
8. Please revise your undertakings section to include the
undertakings required by Item 512(g) of Regulation S-K.  In
addition,
please remove the 430A undertaking since this offering is not
permitted by Rule 430A under the Securities Act of 1933.

Other

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Robert Telewicz, Accountant, at (202) 551-
3438
or Cicely Luckey, Accounting Branch Chief, at (202) 551-3413 if
you
have questions regarding comments on the financial statements and
related matters.  Please contact David Roberts, Staff Attorney, at
(202) 551-3856 or the undersigned at (202) 551-3694 with any other
questions.

      Sincerely,

      Owen Pinkerton
      Senior Counsel

cc:	Sherwood Cook, Esq. (via facsimile)
      Kummer Kaempfer Bonner & Renshaw

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Robert R. Black, Sr.
Virgin River Casino Corporation; RBG, LLC and B&BB, Inc.
June 14, 2005
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