UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-Q

(Mark One) ~~[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~[X] ~~the quarterly~~QUARTERLY ~~period~~REPORT ~~ended January~~PURSUANT ~~31, 2009~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2009

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

For the transition period from to

________________

Commission ~~file~~File ~~number~~Number 000–53407

PLAINFIELD ENTERPRISES LLC

(Exact name of ~~registrant~~Registrant as specified in its charter)

DELAWARE		26-0787260
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

55100 ~~Railroad~~West Putnam Avenue Greenwich, CT 06830 (Address of ~~principal~~Principal ~~executive~~Executive ~~offices)~~Offices

Registrant’'s telephone number, including area code: (203) 302-1700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES X x NO o

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer,~~corporate aWeb ~~non-accelerated~~site, ~~filer~~if any, orevery aInteractive ~~smaller~~Data ~~reporting~~File ~~company.~~required ~~See~~to be ~~the~~submitted ~~definitions~~and ofposted ~~“large~~pursuant ~~accelerated~~to ~~filer”,~~Rule ~~“accelerated~~405 ~~filer”~~of ~~and~~Regulation ~~smaller~~S-T during the preceding ~~reporting~~12 ~~company”~~months in(or ~~Rule~~for ~~12b-2~~such ofshorter period that the ~~Exchange~~registrant ~~Act.~~was ~~(Check~~required ~~one~~to submit and post such files):.

~~Large accelerated Filer Accelerated Filer Non-accelerated Filer Smaller reporting company X (Do not check if smaller reporting company)~~YES o NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated Filer o Accelerated Filer o Non-accelerated Filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO X x

TABLE OF CONTENTS
		Page
	Forward Looking Statements May Prove Inaccurate	i
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements for Plainfield Enterprises LLC and Subsidiaries
	Balance Sheets as of January 31, 2009 (unaudited) and July 31, 2008	1
	Balance Sheets as of October 31, 2009 (unaudited) and July 31, 2009	1
	Statements of Operations for the Six and Three Months Ended January 31, 2009 (unaudited)	2
	Statements of Operations (unaudited) for the Three Months Ended October 31, 2009 and 2008		2
	Statement of Changes in Members’ Equity for the Six Months Ended January 31, 2009 (unaudited)	3
	Statements of Changes in Members' Equity (unaudited) for the Three Months Ended October 31, 2009 and 2008		3
	Statement of Cash Flows for the Six Months Ended January 31, 2009 (unaudited)	4
	Statements of Cash Flows (unaudited) for the Three Months Ended October 31, 2009 and 2008		4
	Notes to Consolidated Financial Statements (unaudited)	5
Item 2.	Management’'s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures about Market Risks	10
Item 4.	Controls and Procedures	10
Item 4T.	Controls and Procedures	10
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	1211
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1211
Item 3.	Defaults upon Senior Securities	1211
Item 4.	Submission of Matters to a Vote of Security Holders	1211
Item 5.	Other Information	1211
Item 6.	Exhibits	1312
	Signatures	13

Forward Looking Statements May Prove Inaccurate

Certain statements in this Form 10-Q contain or may contain information that is forward-looking. When used in this report, the words “"expect,”" “"intend,”" “"anticipate,”" “"should,”" “"believe,”" “"plan,”" “"estimate,”" “"may,”" “"seek,”" and similar expressions are generally intended to identify forward-looking statements. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, but not limited to, the following: the inability of regulated entities and certain members of our Board of Managers, officers, key employees and other affiliates of ours to obtain and maintain gaming licenses or permits in jurisdictions where our current or planned business or an entity in which we invest requires such licenses or permits; the limitation, conditioning, revocation or suspension of any such gaming licenses or permits; a finding of unsuitability or denial of licenses or permits by regulatory authorities with respect to any member of our Board of Managers, officer, or key employee required to be found suitable; loss or retirement of members of our Board of Managers, officers, or key employees; increased competition in existing markets or the opening of new gaming jurisdictions (including on Native American lands); the inability to maintain and improve existing gaming facilities; the inability to consummate planned acquisitions of gaming opportunities; the costs and delays associated with constructing and opening new gaming facilities; the inability to retain key leases; a decline in the public acceptance or popularity of gaming; increases in or new taxes or fees imposed on gaming revenues or gaming devices; significant increases in fuel or transportation prices; adverse economic conditions in key markets; and severe or unusual weather in such key markets. In addition, any financings consummated by Casino MonteLago Holding, LLC, or MonteLago, or its subsidiaries may substantially increase the leverage and other fixed charge obligations of those entities. The level of indebtedness and other fixed charge obligations of MonteLago and its subsidiaries could have important consequences, including but not limited to the following: (1) a substantial portion of MonteLago’s and its subsidiaries’ cash flow from operations could be dedicated to debt service and other fixed charge obligations and thus not be available for other purposes; (2) MonteLago’s and its subsidiaries’ ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions may be limited; and (3) MonteLago’s and its subsidiaries’ level of indebtedness could limit their flexibility in reacting to changes in the gaming industry, their respective jurisdictions and economic conditions generally.

~~(i)~~· the inability of regulated entities and certain members of our Board of Managers, officers, key employees and other affiliates of ours to obtain and maintain gaming licenses or permits in jurisdictions where our current or planned business or an entity in which we invest requires such licenses or permits;

the limitation, conditioning, revocation or suspension of any such gaming licenses or permits;

revocation of licenses or permits by regulatory authorities with respect to any member of our Board of Managers, officer, or key employee required to be found suitable;

loss or retirement of members of our Board of Managers, officers, or key employees;

increased competition in existing markets or the opening of new gaming jurisdictions (including on Native American lands);

the inability to maintain and improve existing gaming facilities;

the inability to consummate planned acquisitions of gaming opportunities;

the costs and delays associated with constructing and opening new gaming facilities;

the inability to retain key leases;

a decline in the public acceptance or popularity of gaming;

increases in or new taxes or fees imposed on gaming revenues or gaming devices;

significant increases in fuel or transportation prices;

adverse economic conditions in key markets; and

severe or unusual weather in such key markets.

In addition, any financings consummated by Casino MonteLago Holding, LLC ("MonteLago") or its subsidiaries may substantially increase the leverage and other fixed charge obligations of those entities. The level of indebtedness and other fixed charge obligations of MonteLago and its subsidiaries could have important consequences, including but not limited to the following:

a substantial portion of MonteLago's and its subsidiaries' cash flow from operations could be dedicated to debt service and other fixed charge obligations and thus not be available for other purposes;

MonteLago's and its subsidiaries' ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions may be limited; and

MonteLago's and its subsidiaries' level of indebtedness could limit their flexibility in reacting to changes in the gaming industry, their respective jurisdictions and economic conditions generally.

PART I —FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements for Plainfield Enterprises LLC and Subsidiaries.

PLAINFIELD ENTERPRISES LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	January 31, 2009 (unaudited)			July 31, 2008
		October 31, 2009 (unaudited)			July 31, 2009
ASSETS
Investment in Casino MonteLago Holding, LLC	$	657,166		$	1,230,000
Current assets, cash	$	8,341		$	42,184
Gaming and related license costs		167,652			154,624
Investment in Casino MonteLago Holding, LLC		312,000			312,000
Deferred tax asset		316,446		─
Gaming and related license costs		119,402			119,402
	$	1439,~~141,264~~743		$	1473,~~384,624~~586
LIABILITIES AND MEMBERS’ EQUITY
LIABILITIES AND MEMBERS' EQUITY
Current liabilities, accounts payable and accrued expenses	$	2446,~~758~~140		$	4618,~~013~~555
Members’ equity
Members' equity
Class A unit (1 Unit issued and outstanding)	$	~~197~~202		$	~~172~~202
Class B units (9,999 Units issued and outstanding)		12,~~972~~022,~~391~~726			12,~~718~~018,~~568~~898
Deficit		(~~856~~1,~~082~~629,325	)		(~~380~~1,~~129~~564,069	)
	$	1,116,506		$	1,338,611
		393,603			455,031
	$	1439,~~141,264~~743		$	1473,~~384,624~~586

See notes to consolidated financial statements.

PLAINFIELD ENTERPRISES LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the six months ended January 31, 2009				For the three months ended January 31, 2009
		For the three months ended October 31,
Unrealized loss on investment in Casino MonteLago Holding, LLC	$	572,834			$	404,294
		2009			2008
Professional fees		185,225				28,222
Unrealized loss on investment in Casino MonteLago Holding, LLC	$	-		$	168,540
Licensing fees		25,000				25,000
Professional fees		59,396			157,004
Other		9,340				4,244
Licensing fees		1,430			-
Loss before income tax benefit		(792,399	)			(461,760	)
Other		4,430			5,095
Income tax benefit		316,446				316,446
Net loss	$	65,256		$	330,639
Net loss	$	(475,953	)		$	(145,314	)

See notes to consolidated financial statements.

PLAINFIELD ENTERPRISES LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’' EQUITY (UNAUDITED)

FOR THE ~~SIX~~THREE MONTHS ENDED ~~JANUARY~~OCTOBER 31, 2009 AND 2008

(UNAUDITED)

		Class A Unit		Class B Unit		Retained Earnings			Total Members' Equity

Balances, August 1, 2009	$	202	$	2,018,898	$	(1,564,069	)	$	455,031

Net loss		-		-		(65,256	)		(65,256	)
Capital contributions		-		3,828		-			3,828

Balances, October 31, 2009	$	202	$	2,022,726	$	(1,629,325	)	$	393,603

			Class A Units				Class B Units			Deficit			Total Members’ Equity
Balances, August 1, 2008	$	172			$	1,718,568	$	(380,129	)	$	1,338,611
Balances, August 1, 2008			$	172				1,718,568		$	(380,129	)	$	1,338,611
Net loss		-				-		(330,639	)		(330,639	)
Net loss			─				─			$	(475,953	)	$	(475,953	)
Capital contributions		11				106,797		-			106,808
Capital contributions				25				253,823		─				253,848
Balances, October 31, 2008	$	183			$	1,825,365	$	(710,768	)	$	1,114,780
Balances, January 31, 2009			$	197			$	1,972,391		$	(856,082	)	$	1,116,506

See notes to consolidated financial statements.

PLAINFIELD ENTERPRISES LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JANUARY 31, 2009

(UNAUDITED)

Operating activities
	For the three months ended October 31,
Net loss	$	(475,953	)
	2009			2008
Adjustments to reconcile net loss to net cash used in operations:
Operating activities
Unrealized loss on investment		572,834
Net loss	$	(65,256	)	$	(330,639	)
(Increase) in deferred tax asset		(316,446	)
Adjustments to reconcile net loss to net cash used in operations:
Increase in accounts payable and accrued expenses		(19,870	)
Unrealized loss on investment in Casino MonteLago Holding, LLC		-			168,540
Net cash used in operating activities		(239,435	)
(Decrease) increase in accounts payable and accrued expenses		27,585			56,809
Investing activities
Net cash used in operating activities		(37,671	)		(105,290	)
Gaming and related license costs		(14,413	)
Investing activities
Financing activities
Gaming and related license costs		-			(1,518	)
Capital contributions		253,848
Financing activities
Net change in cash	$	-
Capital contributions		3,828			106,808
Net decrease in cash		(33,843	)		-
Cash, beginning of period		42,184			-
Cash, end of period	$	8,341		$	-

See notes to consolidated financial statements.

PLAINFIELD ENTERPRISES LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - – ORGANIZATION

Plainfield Enterprises LLC (the “"Company”") and its wholly-owned subsidiaries, Plainfield AcquisitionCo LLC (“"AcquisitionCo”") and Plainfield Enterprises Inc. (“"Blocker”") (collectively, the “"Company”") were formed on August 22, 2007 at the direction of Plainfield Direct Inc. (the “"Plainfield Fund”"), which is ana ~~affiliate~~business development company governed by the Investment Company Act of 1940, as amended, and managed by Plainfield Asset Management LLC (“"Plainfield”"), for the purpose of ~~participating~~ participating in various activities relating to the gaming industry, including holding equity in gaming industry related businesses.

NOTE 2 -– ~~SIGNIFICANT~~BASIS ~~ACCOUNTING~~OF ~~POLICIES~~PRESENTATION & PRINCIPLES OF CONSOLIDATION

~~Basis~~The consolidated financial statements of ~~presentation~~the Company as of October 31 and ~~principles~~July 31, 2009, and for the three-month periods ended October 31, 2009 and 2008, include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The financial statements presented herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") applicable to interim financial information. The Company presents its investment in Casino MonteLago Holding, LLC ("MonteLago") at estimated fair value on its consolidated balance sheets. Certain other information and disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been made. Results of operations for the current interim period presented are not necessarily indicative of results to be expected for the full fiscal year.

~~The~~These consolidated financial statements ofshould ~~the~~be ~~Company~~read asin ofconjunction ~~January~~with ~~31, 2009 and July 31, 2008, and for~~ the ~~three and six-month periods ended January 31, 2009 include~~audited ~~the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The~~ financial statements ~~presented herein have been prepared by the Company, without audit, pursuant to the rules~~ and ~~regulations~~notes ofthereto ~~the Securities and Exchange Commission (the “Commission”) applicable to interim financial information. Certain information and disclosures normally~~ included in the Company's annual report ~~financial~~on ~~statements~~Form ~~prepared~~10-K infiled ~~accordance~~ with ~~accounting principles generally accepted in~~ the ~~United~~Commission ~~States~~on ~~have~~November ~~been~~13, ~~condensed or omitted pursuant to such rules and regulations. In the opinion of management~~2009, ~~all~~from ~~adjustments~~which ~~necessary for a fair presentation of~~ the ~~results for the interim periods have been made.~~ ~~Results~~balance ofsheet ~~operations~~information ~~for~~as ~~the current interim periods presented are not necessarily indicative~~ of ~~results~~July ~~to be expected for the full fiscal year. Comparative prior period information for the period from August 22, 2007 (inception) through January~~ 31, ~~2008~~2009, iswas ~~not presented as the Company had no significant operations during this period~~derived.

~~These~~The Company has evaluated the consolidated financial statements ~~should~~for besubsequent events ~~read~~through inDecember ~~conjunction~~15, ~~with~~2009, which was the ~~audited financial~~date ~~statements~~the ~~and~~consolidated ~~notes~~financial statements ~~thereto~~were ~~included~~issued inand the Company’'s ~~registration statement~~quarterly report on Form 10-~~12G/A~~Q ~~filed~~was filed with the Commission ~~on October 31, 2008, from which the balance sheet information as of July 31, 2008, was derived~~.

NOTE 3 -– ~~INVESTMENT~~NOTICE INOF ~~CASINO~~EVICTION ~~MONTELAGO~~AND ~~HOLDING,~~NEGOTIATIONS ~~LLC~~WITH LANDLORD

On ~~July~~ 1,February ~~2008~~25, ~~the Company~~2009, ~~through~~CIRI aLakeside ~~subsidiary~~Gaming Investors, ~~purchased~~LLC ~~from~~("CIRI ~~Plainfield~~Lakeside Gaming") ~~Inc.,~~received a ~~subsidiary~~notice ofto ~~the~~vacate ~~Plainfield~~its ~~Fund,~~leased apremises $1located at 1600 Lake Las Vegas Parkway,~~562~~ Henderson,~~500~~ ~~unsecured~~Nevada ~~exchangeable note~~89011 (the ~~“MonteLago Note”~~"Property") ~~receivable~~ from ~~Casino~~its ~~MonteLago~~landlord, ~~Holding~~Village Hospitality, LLC ~~(“MonteLago”)~~ (~~the~~"Village ~~“MonteLago Transaction”~~Hospitality"). The ~~for~~Company ~~$1,484,475,~~currently ~~the estimated fair~~owns ~~value at that time~~33. ~~MonteLago owns 100~~33% of the equity interest in ~~CIRI~~ ~~Lakeside Gaming Investors~~MonteLago, ~~LLC (“CIRI Lakeside Gaming”),~~ which operates Casino MonteLago (the “ "Casino”") located at ~~Lake~~the ~~Las~~Property ~~Vegas~~through inits ~~Henderson~~wholly-owned subsidiary, CIRI ~~Nevada~~Lakeside Gaming. ~~Because~~CIRI ofLakeside ~~the~~Gaming ~~Company’s~~challenged ~~relationship~~this tonotice ~~the Plainfield Fund~~to ~~and~~vacate ~~the~~with ~~fact~~ the ~~transfer~~district ~~occurred~~court in ~~anticipation~~Clark ofCounty, ~~filing~~Nevada. The ~~a registration~~primary ~~statement~~issue ~~pursuant~~surrounding tothe ~~Section~~dispute ~~12(b)~~was the existence or ~~12(g)~~non-existence of ~~the~~a ~~Securities~~written consent ~~Exchange~~made ~~Act~~by ~~of 1934,~~Village asHospitality ~~amended~~to (the ~~“Exchange~~lease ~~Act”),~~agreement ~~the~~made ~~investment~~by (and ~~related capital~~between ~~contribution)~~CIRI ~~was~~Lakeside ~~recorded~~Gaming atand ~~$1,562,500,~~ the ~~Plainfield~~prior ~~Fund’s~~owners ~~original~~of the Property. Village ~~historical~~Hospitality ~~cost~~argued ~~basis,~~that inno ~~accordance~~written ~~with~~consent ~~Staff~~existed ~~Accounting~~and ~~Bulletin~~that ~~5G.~~the Onlease agreement ~~November~~was ~~20,~~not ~~2008,~~valid. CIRI ~~the~~Lakeside ~~Company~~Gaming ~~was~~argued ~~granted~~that ait ~~Nevada~~was ~~gaming~~advised by the ~~license. As~~prior aowners ~~result,~~of the ~~MonteLago~~Property ~~Note~~that ~~automatically~~the ~~converted~~prior ~~into a~~owners ~~33.33%~~had ~~equity~~received ~~interest~~the inwritten consent. However, ~~MonteLago~~a (copy of the ~~“MonteLago~~written ~~Equity”)~~consent onhad ~~that~~not been ~~date~~produced.

~~The~~On July ~~Company~~15, ~~presents~~2009, ~~its~~the ~~investment~~District Court in ~~MonteLago~~Clark atCounty, ~~estimated~~Nevada ~~fair~~ruled ~~value~~that ~~pursuant~~a ~~to its~~temporary ~~election under Statement~~ writ of ~~Financial~~restitution ~~Accounting~~be ~~Standards~~issued ~~(“SFAS”)~~against ~~No.~~CIRI ~~159, The~~Lakeside ~~Fair~~Gaming ~~Value Option for Financial Assets~~ and ~~Financial~~in ~~Liabilities~~favor ~~– Including an Amendment~~ of ~~FASB~~Village ~~Statement No~~Hospitality. ~~115, on its consolidated balance sheet. At January 31, 2009, the estimated fair value of this asset was $657,166.~~ The ~~inputs~~ ~~used~~district ~~in the Company’~~court's ~~fair~~ruling ~~value~~provided ~~estimation~~for ~~methodology~~the ~~are~~potential ~~classified~~eviction asand ~~Level~~removal 3of ~~(significant~~CIRI ~~unobservable~~Lakeside ~~inputs)~~Gaming offrom the ~~fair~~Property ~~value~~within ~~hierarchy~~15 ~~defined~~days ~~in SFAS No. 157, Fair Value Measurements. Changes in the fair value~~ of the ~~MonteLago~~date ~~Note~~of ~~are shown as unrealized gains or losses on~~ the ~~consolidated~~district ~~statement~~court's ~~of operations~~ruling.

On September 4, 2009, CIRI Lakeside Gaming entered into a Conditional Covenant Not to Execute (the "Conditional Agreement") with Village Hospitality. Pursuant to the terms of the Conditional Agreement, Village Hospitality agreed to provide CIRI Lakeside Gaming 65 days prior written notice before removing CIRI Lakeside Gaming from the Property. The terms of the Conditional Agreement also provide that Village Hospitality may remove CIRI Lakeside Gaming from the Property five days after giving written notice following the occurrence of certain events of default set forth in the Conditional Agreement. The Conditional Agreement further provides that CIRI Lakeside Gaming must surrender the Property no later than September 8, 2010, subject to the specific terms and conditions of the Conditional Agreement. If CIRI Lakeside Gaming is unable to remain on the Property and/or realize sufficient proceeds on the disposition of its assets, the Company may not be able to recover all or a significant portion of the carrying value of its investment in MonteLago (Note 4).

~~As of~~NOTE ~~January~~4 31, 2009, the recorded value of the MonteLago investment was adjusted to its current estimated fair value using primarily a discounted cash flow approach, which requires significant estimates and assumptions as to typical market discount rates, illiquidity discount factors, forecasts of operating income / cash flow for the Casino and other financial performance trends, excess cash deposits and long-~~term~~ ~~debt~~INVESTMENT ~~associated~~IN ~~with~~CASINO ~~the~~MONTELAGO ~~Casino operation~~HOLDING, and / or regulatory and other matters such as any change in status of the Casino’s gaming license or our license applications. Operating income / cash flow is defined as prospective estimated earnings before interest, income taxes, depreciation and amortization, also sometimes referred to as “EBITDA” and herein as “free cash flow.”LLC

~~The~~On July ~~discounted~~1, ~~cash~~2008, ~~flow~~the ~~approach~~Company, tothrough ~~estimate~~a ~~the~~subsidiary, ~~fair~~purchased ~~value~~from ofPlainfield ~~the receivable~~Gaming ~~utilized~~Inc., ~~four~~a ~~“free~~subsidiary ~~cash~~of ~~flow”~~the ~~scenarios~~Plainfield ~~which~~Fund, ~~management~~a ~~believes~~$1,562,500 ~~are~~unsecured ~~within a~~exchangeable ~~range~~note ofreceivable ~~reasonably~~(the ~~possible~~"MonteLago ~~results.~~Note") ~~Based~~from onMonteLago ~~management’s~~for ~~judgment~~$1,484,475, athe ~~weighting~~estimated offair ~~60%~~value ~~was~~at ~~assigned~~that totime. MonteLago ~~the~~owns ~~“free~~100% ~~cash~~of ~~flow”~~the ~~point~~equity interest ~~forecast~~in ~~and~~CIRI ~~15%~~Lakeside Gaming, which operates the Casino. Because ~~20%~~of ~~and~~the 5%Company's relationship to the ~~upside,~~Plainfield ~~downside~~Fund and ~~total~~the ~~loss~~fact ~~scenarios,~~the ~~respectively. In~~transfer ~~estimating~~occurred ~~the~~in ~~terminal~~anticipation ~~value~~of ~~multiple~~filing ~~and~~a ~~the~~registration ~~discount~~statement ~~rate,~~pursuant ~~which~~to isSection ~~calculated~~12(b) ~~using~~or 12(g) of the ~~capital~~Securities ~~asset~~Exchange ~~pricing~~Act ~~model~~of ~~(“CAPM”)~~1934, ~~market~~as ~~data~~amended of(the ~~public~~"Exchange ~~gaming~~Act"), ~~related~~the ~~companies~~investment is(and ~~considered.~~related ~~The~~capital ~~risk-free~~contribution) ~~rate~~was ~~used~~recorded inat $1,562,500, the ~~CAPM~~Plainfield ~~is based~~Fund's onoriginal ~~the~~historical ~~yield~~cost tobasis, ~~maturity~~in ofaccordance with aStaff ~~10-year~~Accounting ~~treasury~~Bulletin ~~security~~5G. ~~Beta,~~On ~~within~~November ~~the~~20, ~~context of CAPM~~2008, isthe ~~determined~~Company ~~based~~was ongranted a anNevada ~~analysis~~gaming oflicense. As ~~comparable~~a ~~public~~result, ~~companies~~the ~~believed~~MonteLago Note byautomatically ~~management~~converted tointo bea ~~comparable,~~33.33% ~~and~~equity ~~the~~interest ~~market~~in ~~risk~~MonteLago ~~premium~~on isthat ~~derived from an~~date. ~~analysis~~There ofhave ~~historical~~been ~~risk~~no ~~premiums.~~purchases ~~Similarly,~~or ~~the~~sales ~~illiquidity~~of ~~discount~~this ~~rate is~~asset ~~derived~~since ~~from~~its aninitial ~~analysis~~purchase on ofJuly ~~historical~~1, ~~market discounts~~2008.

AtAs ~~January~~described 31in Note 3, ~~2009~~CIRI Lakeside Gaming recently entered into the Conditional Agreement with Village Hospitality to operate the Casino only through September 8, 2010. Under the ~~significant~~terms ~~assumptions~~of ~~used~~the Conditional Agreement, CIRI Lakeside Gaming may be required to ~~value~~vacate the ~~investment~~Property ~~are~~before September 8, 2010, if ~~summarized~~Village Hospitality provides 65 days prior written notice or as ~~follows:~~little as five days prior written notice upon the occurrence of certain events of default. Based on the terms of the Conditional Agreement, the Casino's recent operating results and the highly uncertain economic outlook for the gaming industry generally and the Las Vegas, Nevada, area and the Lake Las Vegas sub-market specifically, and the fact that in their most recent audit report, CIRI Lakeside Gaming's auditors expressed substantial doubt as to its ability to continue as a going concern, the Company has determined that it is unlikely that the Casino will generate significant positive cash flows from operations over the next year. Additionally, CIRI Lakeside Gaming is currently in negotiations with third parties regarding a possible sale of all the Casino's assets.

Terminal value multiple	5.3
Discount rate	18.2%
Casino “free cash flow” forecasts range (prospective years 1-4):
Point forecast (60% weighting)	$320,000 to $1,230,000
Upside scenario (15% weighting)	$650,000 to $2,950,000
Downside scenario (20% weighting)	$230,000 to $830,000
Total loss scenario (5% weighting)	$0

Considering the probable effects of the foregoing uncertainty, the Company has concluded that at October 31 and July 31, 2009, the most appropriate technique for estimating the fair value of its investment in MonteLago is to use a probability-weighted recovery model in which the Company assigns probabilities to various cash recovery scenarios upon the sale of all the Casino's assets to a third party. Management estimates the range of potential recovery to be from zero to $1,500,000.

~~These~~At ~~significant~~October ~~assumptions~~31, ~~result~~2009 inand anJuly ~~“entity~~31, ~~value” estimate for the Casino (debt-free)~~2009, ~~adjusted up (down) for~~ the ~~following~~significant ~~factors~~assumptions toused ~~which the Company’s effective one-third equity interest was applied~~ to ~~arrive at the estimated fair~~ value of the MonteLago investment, ~~then~~are ~~adjusted~~summarized ~~for illiquidity,~~ as follows:

Excess cash		$	270,000
	Zero recovery scenario	65.0% weighting
Casino related long-term debt		$	(2,360,000	)
	Upside recovery scenario	11.7% weighting
Illiquidity discount rate			40	%
	Moderate recovery scenario	11.7% weighting
	Downside recovery scenario	11.7% weighting

~~Unaudited~~NOTE ~~summarized~~5 ~~results~~- ofINCOME ~~operations of the Casino are as follows:~~TAXES

		For the six months ended December 31, 2008		For the three months ended December 31, 2008
Net revenues	$	5,679,577	$	2,598,611
Loss from operations	$	(567,139)	$	(428,262	)
Net loss	$	(757,427)	$	(521,731	)

Blocker, which owns 100% of AcquisitionCo, elected upon its inception on September 11, 2007, to be taxed as a corporation. As of October 31, 2009, AcquisitionCo's only holding was its investment in MonteLago. Accordingly, changes in the estimated fair market value of the Company's investment in MonteLago generate deferred tax assets or liabilities for Blocker and are reported on the Company's financial statements. As of October 31, 2009 and July 31, 2009, unrealized losses associated with the change in estimated fair value of the asset created a deferred tax asset of $448,472. As of October 31, 2009 and July 31, 2009, the Company provided a 100% valuation allowance against the deferred tax asset, resulting in no net deferred tax asset because management believes that it is not more likely than not that such asset will be realized. The Company incurs certain other costs, primarily associated with being a public company, including professional and other fees, which, for tax purposes, flow through to its members.

Management has determined that the Company and its consolidated subsidiaries have no significant "uncertain tax positions" as defined by generally accepted accounting principles in the United States.

NOTE 46 - ~~INCOME~~RELATED ~~TAXES~~PARTY TRANSACTIONS

~~Effective~~Plainfield ~~September~~Enterprises ~~11,~~Holdings ~~2007~~LLC (~~inception~~"Plainfield Holdings"), aowns ~~wholly~~99.99% ~~owned subsidiary~~ of the Company, ~~Blocker,~~which ~~elected~~constitutes toall beof ~~taxed~~the ~~as a corporation. The~~ Company's ~~owns 100%~~non-voting ~~of Blocker, which, in turn, owns 100% of AcquisitionCo~~interests. AsPlainfield ofHoldings ~~January 31,~~is ~~2009, AcquisitionCo’s~~wholly-owned ~~only~~by ~~holding was~~ the ~~MonteLago~~Plainfield ~~Equity~~Fund. ~~Accordingly,~~The ~~changes~~other in0.01% ~~the market value~~ of the ~~MonteLago Note generate deferred tax assets or liabilities for Blocker and are reported on the~~ Company’s, ~~financial~~which ~~statements. During~~constitutes the ~~three months ended~~only ~~January~~voting ~~31,~~interest ~~2009,~~of the Company, ~~recognized~~is aowned ~~total~~by ~~income~~HBJ ~~tax~~Plainfield ~~benefit~~LLC ~~of $316~~("HBJ"),~~446~~ which ~~was~~is responsible ~~made~~for upmanaging ofthe aoperations ~~current income tax benefit~~ of ~~$154,643 and a reversal of~~the aCompany. Administrative ~~deferred~~expenses ~~tax asset valuation allowance~~ of $~~161~~3,~~803. The~~000 ~~Company reversed~~for ~~its previously recorded valuation allowance during~~ the three months ended October ~~January~~ 31, 2009 asand a2008, ~~result~~incurred ofby the ~~implementation~~Plainfield ofFund ahave ~~new~~been ~~tax strategy~~allocated ~~during~~to the ~~quarter,~~Company ~~accounting~~and ~~for~~are ~~the~~reflected ~~difference~~within ~~between~~ the ~~statutory~~consolidated ~~tax~~statement ~~rate~~of ~~and the effective tax rate~~operations. ~~Since~~During ~~conversion of~~ the ~~MonteLago~~three ~~Note into~~months ~~the~~ended ~~MonteLago~~October ~~investment~~31, ~~the~~2009 ~~flow-through~~and ~~earnings~~2008, the ofPlainfield ~~MonteLago~~Fund ~~have~~made ~~been taxed~~equity contributions to ~~Blocker. The~~the Company ~~incurs~~totaling ~~certain other costs~~$3,828 ~~primarily associated with being a public company, including professional~~ and ~~other fees,~~ ~~which~~106, ~~for tax purposes~~808, ~~flow through to its members~~respectively.

AsOn ~~required~~December 31, 2008, the ~~Company~~Plainfield ~~adopted~~Fund ~~Financial~~loaned ~~Accounting~~$100,000 ~~Standards~~to ~~Board~~CIRI ~~Financial~~Lakeside Gaming ~~Interpretation~~pursuant ~~No.~~to ~~48,~~the ~~Accounting~~terms ~~for~~of ~~Uncertainty~~a inpromissory ~~Income Taxes~~note ~~(“FIN~~that ~~48”)~~bore ~~during~~interest ~~the~~at ~~year~~a ~~ended~~rate ~~July~~of 3110% and matured on June 19, ~~2008~~2009. ~~FIN~~CIRI ~~48 applies~~Lakeside toGaming ~~taxpaying~~has ~~and,~~not inrepaid ~~some~~the $100,000 ~~respects~~loan, which continues to ~~“flow-through” entities~~accrue interest. ~~Management~~On ~~has~~October ~~determined~~8, 2009, ~~that~~ the ~~Company~~Plainfield ~~and~~Fund ~~its consolidated~~loaned ~~subsidiaries~~an ~~have~~additional no$66,668 ~~“uncertain~~to ~~tax~~CIRI ~~positions”~~Lakeside asGaming pursuant ~~defined~~to inthe ~~FIN 48,~~terms ~~and~~of ~~therefore~~a ~~the~~promissory ~~adoption~~note. The ~~has~~promissory ~~had~~note nobears interest ~~effect~~at ona ~~its~~fixed ~~financial~~rate ~~position, results~~ of ~~operations~~10% orand ~~cash~~matures ~~flows~~on July 1, 2010.

NOTE 57 -– ~~RELATED~~SIGNIFICANT ~~PARTY TRANSACTIONS~~INVESTEE

~~Plainfield~~Summarized ~~Enterprises~~results ~~Holdings LLC (“Plainfield Holdings”), a wholly-owned subsidiary~~ of ~~the~~ ~~Plainfield~~operations Fund, owns a non-voting interest consisting of 99.99% of the Company. Plainfield Holdings is solely owned by the Plainfield Fund. During the six months ended January 31, 2009, the Plainfield Fund made equity contributions to the Company totaling $253,848. The other 0.01% of the Company, which is the only voting interest of the Company, is owned by HBJ Plainfield LLC (“HBJ”), which is responsible for ~~managing~~Casino ~~the operations of the Company. Additionally, certain professional and administrative expenses incurred by the Plainfield Fund related to the~~ MonteLago ~~investment~~ are ~~reflected~~as ~~within the consolidated statement of operations.~~follows:

On December 31, 2008, the Plainfield Fund loaned $100,000 to CIRI Lakeside Gaming pursuant to the terms of a promissory note. The promissory note bears interest at a fixed rate of 10%, and matures on June 19, 2009.

		For the three months ended September 30,
		2009			2008
Net revenues	$	2,298,667		$	3,080,966
Loss from operations	$	(509,532	)	$	(138,877	)
Net loss	$	(590,998	)	$	(235,696	)

NOTE 68 -– ECONOMIC UNCERTAINTY

The United States is experiencing a severe and widespread recession accompanied by, among other things, reduced casino gaming nationwide and particularly in Nevada where casino gaming is concentrated, instability in the commercial and ~~investment~~ investment banking systems and reduced credit availability, and the continuing activity ~~presence~~ of the United States and other armed forces in Iraq and Afghanistan, all of which are likely to have far-reaching effects on economic activity in the ~~United~~ United States for an indeterminate period. The effects and probable duration of these conditions and related risks and uncertainties on the Company and its investee’'s future operations and cash flows, including the ability of the Company’'s owners to continue to provide financial support, cannot be established ~~estimated~~ at this time, but may likely be significant.

NOTE 7 - SUBSEQUENT EVENTS

On February 25, 2009, CIRI Lakeside Gaming received a notice to vacate its leased premises located at 1600 Lake Las Vegas Parkway, Henderson, Nevada 89011. The management of CIRI Lakeside Gaming and its attorneys are currently in discussions with the counterparty to resolve outstanding legal issues with respect to the notice to vacate, and the management of CIRI Lakeside Gaming believes that it has meritorious defenses to the claims of the counterparty. If the management of CIRI Lakeside Gaming is ultimately unable to resolve this outstanding dispute in a satisfactory manner, then the business, operations, cash flows and financial condition of CIRI Lakeside Gaming and MonteLago, and the value of the Company’s investment in MonteLago, would be impaired. Furthermore, if CIRI Lakeside Gaming is unable to maintain its lease, the Company may lose all or a significant portion of the value of the MonteLago investment. The management of CIRI Lakeside Gaming is unable to estimate the minimum costs, if any, to be incurred in such matter and, therefore, no provision has been included in either the financial statements of CIRI Lakeside Gaming or MonteLago. It is the policy of the Company to expense legal defense costs, if any, as incurred.

Item 2. Management’'s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The following management’'s discussion and analysis of financial condition and results of operations should be read in conjunction with the unaudited interim financial statements and the notes thereto included in Part I, Item 1 of ~~this~~ this Quarterly Report on Form 10-Q.

The Company and its subsidiaries were formed as legal entities in 2007 for the primary purpose of holding equity in one or more entities related to the gaming industry, and to exercise the rights, and manage the distributions received, in connection with those holdings. On November 20, 2008, the Company was granted a Nevada gaming license. As a result, the MonteLago Note (the Company’'s only investment) automatically converted into a 33.33% equity interest in MonteLago on that date.

Background

The Company had no revenue generating business prior to the acquisition through AcquisitionCo of the MonteLago Note receivable from MonteLago on July 1, 2008. MonteLago owns 100% of the equity interest in CIRI Lakeside Gaming, which operates the Casino located at Lake Las Vegas in Henderson, Nevada. On November 20, 2008, the Company was granted a Nevada gaming license. As a result, the MonteLago Note automatically converted into a 33.33% equity interest in MonteLago on that date.

The Company currently has two issued and outstanding classes of member units, including one Class A unit (the “"Class A Interest”") issued and outstanding which represents all of its voting equity interests and is held by HBJ, and 9,999 Class B units (the “"Class B Interests”") issued and outstanding, which represents all of its non-voting equity interests and are held by Plainfield Holdings. HBJ is owned by Alan Ginsberg, who also serves as HBJ’'s President, Secretary and Treasurer. The Company does not currently intend to issue any additional units.

All matters of the Company that are subject to the vote of its members, including the appointment and removal of managers, will be controlled by HBJ, the sole managing member of the Company. Alan Ginsberg, the sole HBJ principal, is also the Company Operating Manager and has responsibility for the Company’'s day-to-day management and operations. The remaining Company Managers are Max Holmes, Joseph Bencivenga, Ronald Johnson and Marc Sole. The Class B Interests issued to Plainfield Holdings allow Plainfield Holdings and its sole member, the Plainfield Fund, to invest in the Company without having any voting power or power to control the operations or affairs of the Company, except as otherwise required by law. If Plainfield Holdings or its sole member had any of the power to control the operations or affairs of the Company afforded to holder to the Class A Interest, they and their respective constituent equity holders would generally be required, in connection with the Company’'s investment in MonteLago, to be licensed or found suitable under the gaming laws and regulations of the State of Nevada. In connection with the formation of the Company, HBJ and Plainfield Holdings have executed the Amended and Restated Limited Liability Company Agreement of the Company, dated September 2, 2008.

HBJ is managed by Alan Ginsberg, and the Company is managed by a Board of Managers consisting of Alan Ginsberg, as Operating Manager, and Max Holmes, Joseph Bencivenga, Ronald Johnson, and Marc Sole, as Managers. Blocker is a separately taxed, non-flow through entity. Blocker will be taxed on its share of the income relating to the Company’'s business rather than the investors in the Plainfield Fund.

Recent Developments

On February 25, 2009, CIRI Lakeside Gaming received a notice to vacate its leased premises pursuant to Nevada Revised Statutes Section 40.255(1)(C) (the “Eviction Notice”) from German American Capital Corporation (the “Lender”). The Eviction Notice was delivered in connection with a trustee sale that was effected as part of the bankruptcy proceedings pertaining to the property generally referred to as the Ritz Carlton Hotel and Casino Premises located at 1600 Lake Las Vegas Parkway, Henderson, Nevada 89011. The management of CIRI Lakeside Gaming and its attorneys are currently in discussions with the Lender to resolve outstanding legal issues with respect to the Eviction Notice, and the management of CIRI Lakeside Gaming believes that it has meritorious defenses to the Lender’s claims. If the management of CIRI Lakeside Gaming is ultimately unable to resolve this outstanding dispute in a satisfactory manner, then the business, operations, cash flows and financial condition of CIRI Lakeside Gaming and MonteLago, and the value of the Company’s investment in MonteLago, would be impaired. Furthermore, if CIRI Lakeside Gaming is unable to maintain its lease, the Company may lose all or a significant portion of the value of the MonteLago investment.

Results of Operations

During the three ~~and six~~ months ended ~~January~~October 31, 2009, the Company incurred no unrealized ~~losses~~gains ofor ~~$404,294~~losses ~~and $572,834, respectively,~~ on the MonteLago ~~Equity~~investment compared asto aunrealized ~~result~~losses of a$168,540 ~~decline~~on in the ~~estimated~~MonteLago ~~fair value~~investment ofin the ~~Company’s~~comparable ~~only~~quarter in ~~investment~~2008. ~~This~~The ~~decline~~Casino ~~in estimated~~continues ~~fair value~~to ~~was~~experience ~~driven by~~ operating losses, ~~experienced~~and ~~by Casino MonteLago. The Company also~~there ~~incurred~~is ~~professional~~continued ~~fees~~uncertainty ofas ~~$28,222~~to ~~and~~CIRI ~~$185,225~~Lakeside ~~during~~Gaming's ~~the~~ability ~~three~~to ~~and~~continue ~~six~~to ~~month~~occupy ~~periods~~the ~~ended~~Property ~~January~~(Note 313), ~~2009. These~~and/or ~~fees consist of expenses related to~~ the Company’'s ~~SEC~~ability ~~filings~~to ~~and external~~receive ~~auditors. Additionally,~~distributions ~~filing~~from ~~fees~~MonteLago ~~and~~based ~~other~~on ~~administrative expenses~~the ofproceeds ~~$29,244~~from ~~and $34,340 were recognized during~~ the ~~three~~potential ~~and six month~~future ~~periods~~sale ~~ended~~of ~~January~~the ~~31,~~Casino's ~~2009~~assets.

Comparative prior period information for the period from August 22, 2007 (inception) through October 31, 2007 is not presented as the Company had no significant operations during this period.

Liquidity and Capital Resources

During the three months ended ~~January~~October 31, 2009, the Company received total Member contributions of $~~253~~3,~~848~~828. These contributions were used by the ~~Company~~ Company to fund professional and other fees incurred ~~and costs associated with obtaining a gaming license in Nevada~~. The Company expects to ~~incur~~ incur additional ~~professional~~expenses ~~fees~~ in the future related to its periodic ~~SEC filing~~Commission filing requirements. These costs will be financed by Member contributions. Future costs related to maintaining a gaming license in Nevada will be minimal as the license was granted on November 20, 2008.

The United States is experiencing a recession accompanied by, among other things, reduced casino gaming nationwide and particularly in Nevada where casino gaming is concentrated, instability in the commercial and investment banking systems and reduced credit availability, and the continuing presence of the United States and other armed forces in Iraq and Afghanistan, all of which are likely to have far-reaching effects on economic activity in the United States for an indeterminate period. The effects and probable duration of these conditions and related risks and uncertainties on the Company and its investee’s future operations and cash flows, including the ability of the Company’s owners to continue to provide financial support, cannot be estimated at this time but may likely be significant.8

CIRI Lakeside Gaming recently entered into the Conditional Agreement with Village Hospitality to operate the Casino through September 8, 2010. Under the terms of the Conditional Agreement, CIRI Lakeside Gaming may be required to vacate the Property at any time before September 8, 2010 if Village Hospitality provides 65 days prior written notice. Based on the Conditional Agreement, the Casino's recent operating results and the current highly uncertain economic outlook for the gaming industry generally and the Las Vegas, Nevada area and Lake Las Vegas sub-market specifically, the Company has determined that it is unlikely that the Casino will generate significant positive cash flows from operations over the next year. Additionally, CIRI Lakeside Gaming is currently in negotiations with third parties regarding a possible sale of all the Casino's assets.

Critical Accounting Estimates and Policies

Investment in Casino MonteLago Holding, LLC

The Company measures and accounts for ~~the~~its ~~MonteLago~~ investment in MonteLago at estimated fair value ~~pursuant to the fair value option under SFAS No~~. ~~159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115.~~ As there is no readily available market price for this investment security, estimated fair value is determined on a ~~monthly~~quarterly basis by the Company's management, utilizing a number of different valuation approaches , including the income approach, the market comparable approach and the ~~transaction~~ transaction approach. Therefore, the Company presents its investment in MonteLago at estimated fair value on its consolidated balance sheets. As of October 31, 2009 and July 31, 2009, the estimated fair value of this asset was $312,000. The inputs used in management's fair value estimation methodology are classified as Level 3 (significant unobservable inputs) within the fair value hierarchy defined in the standards. The choice of which technique(s) to use and ~~weights~~ weights assigned to factors within each approach may vary depending on the circumstances. Without a readily available market value and because of the inherent uncertainty of valuation, the estimated fair value of our investment ismay ~~determined~~differ ~~using~~materially ~~“level~~from 3”the ~~inputs~~value asthat ~~defined~~would inhave ~~SFAS~~been ~~No.~~used ~~157, Fair~~if ~~Value~~a ~~Measurements~~ready market existed. ~~The~~Changes in the estimated fair value ~~may~~of ~~differ~~the ~~materially~~Company's investment ~~from~~in MonteLago are shown as unrealized gains or losses on the Company's ~~value~~consolidated ~~that~~statements ~~would~~of ~~have~~operations. Dividend income has not yet been ~~used~~received from ifthe aCompany's ~~ready~~investment ~~market~~in ~~existed~~MonteLago. ~~for~~To the extent that it is received in ~~investment~~the future, it will be shown as "dividend income" on the Company's consolidated statement of operations.

~~As of~~CIRI ~~January~~Lakeside ~~31,~~Gaming ~~2009,~~recently ~~the~~entered ~~recorded~~into ~~value of~~ the ~~MonteLago~~Conditional ~~investment~~Agreement ~~was~~with ~~adjusted~~Village Hospitality to ~~its~~ ~~current~~operate ~~estimated~~the ~~fair~~Casino ~~value~~through ~~using~~September ~~primarily~~8, a2010. Under the ~~discounted~~terms ~~cash~~of ~~flow approach~~the Conditional Agreement, ~~which~~CIRI ~~requires~~Lakeside ~~significant~~Gaming ~~estimates~~may ~~and assumptions~~be asrequired to ~~typical~~vacate ~~market~~the ~~discount~~Property ~~rates,~~at ~~illiquidity~~any ~~discount~~time ~~factors,~~before ~~forecasts~~September ~~of operating~~8, ~~income~~2010 /if ~~cash~~Village ~~flow~~Hospitality provides ~~for~~65 ~~the~~days ~~Casino~~prior ~~and~~written ~~other~~notice. Based ~~financial~~on ~~performance~~the Conditional ~~trends~~Agreement, ~~excess~~the ~~cash~~Casino's ~~deposits~~recent operating results and ~~long-term~~the ~~debt~~current ~~associated~~highly uncertain ~~with~~economic outlook for the ~~Casino operation,~~gaming industry generally and /the orLas ~~regulatory~~Vegas, Nevada area and ~~other~~the ~~matters~~Lake ~~such~~Las asVegas ~~any~~sub-market ~~change~~specifically, inthe ~~status~~Company ofhas ~~the~~determined ~~Casino’s~~that ~~gaming~~it ~~license~~is orunlikely ~~our~~that ~~license~~the ~~applications.~~Casino ~~Operating~~will ~~income~~generate /significant positive cash ~~flow~~ isflows ~~defined~~from asoperations ~~prospective~~over ~~estimated~~the ~~earnings~~next ~~before interest~~year. Additionally, ~~income taxes,~~ ~~depreciation~~CIRI ~~and~~Lakeside ~~amortization,~~Gaming ~~also~~is ~~sometimes~~currently ~~referred~~in tonegotiations aswith ~~“EBITDA”~~third ~~and~~parties ~~herein~~regarding a aspossible ~~“free~~sale ~~cash~~of ~~flow~~all the Casino's assets.”

Considering the effect of the foregoing uncertainty, management of the Company has concluded that at October 31, 2009 and July 31, 2009, the most appropriate technique for estimating the fair value of its investment in MonteLago is a probability-weighted recovery model in which we assign probabilities to various cash recovery scenarios upon the sale of all the Casino's assets to a third party. Management estimates the range of potential recovery to be from zero to $1,500,000.

At October 31, 2009 and July 31, 2009, the significant assumptions used to value the MonteLago investment are summarized as follows:

	Zero recovery scenario	65.0% weighting
	Upside recovery scenario	11.7% weighting
	Moderate recovery scenario	11.7% weighting
	Downside recovery scenario	11.7% weighting

At October 31, 2009 and July 31, 2009, the sensitivity of changes in these key assumptions is illustrated by the following increases (decreases) in the estimated fair value:

	Increase zero recovery scenario probability to 80.0%, decrease all other scenario probabilities to 6.7%	($134,000)
	Decrease zero recovery scenario probability to 50.0%, increase all other scenario probabilities to 16.7%	$134,000
	Increase cash recovery in upside, moderate & downside scenarios by $1 million	117,000
	Decrease cash recovery in upside, moderate & downside scenarios by $1 million	(117,000)

Recently Issued Accounting Pronouncements

No recently issued accounting pronouncements not yet adopted are expected to have a material impact on the Company's future financial position, results of operations, or cash flows.

The discounted cash flow approach to estimate the fair value of the receivable utilized four “free cash flow” scenarios which management believes are within a range of reasonably possible results. Based on management’s judgment, a weighting of 60% was assigned to the “free cash flow” point forecast and 15%, 20% and 5% to the upside, downside and total loss scenarios, respectively. In estimating the terminal value multiple and the discount rate, which is calculated using CAPM, market data of public gaming related companies is considered. The risk-free rate used in the CAPM is based on the yield to maturity of a 10-year treasury security. Beta, within the context of CAPM, is determined based on an analysis of public companies believed by management to be comparable, and the market risk premium is derived from an analysis of historical risk premiums. Similarly, the illiquidity discount rate is derived from an analysis of historical market discounts.

At January 31, 2009, the significant assumptions used to value the investment are summarized as follows:

Terminal value multiple	5.3
Discount rate	18.2%
Casino “free cash flow” forecasts range (prospective years 1-5):
Point forecast (60% weighting)	$320,000 to $1,230,000
Upside scenario (15% weighting)	$650,000 to $2,950,000
Downside scenario (20% weighting)	$230,000 to $830,000
Total loss scenario (5% weighting)	$0

These significant assumptions result in an “entity value” estimate for the Casino (debt free) which was adjusted up (down) for the following factors to which the Company’s effective one-third interest was applied to arrive at the estimated fair value of the investment, then adjusted for illiquidity, as follows:

Excess cash	$270,000
Casino related long-term debt	($2,360,000)
Illiquidity discount rate	40%

At January 31, 2009, the sensitivity of changes in these key assumptions is illustrated by the following increases (decreases) in the estimated fair value:

Decrease in terminal value multiple to 4.3	$(143,000)
Increase in terminal value multiple to 6.3	$140,000
Decrease in discount rate to 13.2%	$175,000
Increase in discount rate to 23.2%	$(143,000)
20% decrease in casino “free cash flow” per year	$(34,000)
20% increase in casino “free cash flow” per year	$34,000
100% weighting assigned to point forecast	$(108,000)
Reduction in illiquidity discount rate to 30%	$110,000

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 44T. Controls and Procedures.

Disclosure Controls and Procedures.

As of the end of the period covered by this report, the Company has carried out an evaluation, under the supervision and with the participation of the Company’'s management, including the Company Operating Manager, of the effectiveness of the design and operation of the Company’'s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based upon that evaluation, the Company Operating Manager concluded that, as of ~~January~~October 31, 2009, the Company’'s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended ~~January~~October 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

11 10

PART II —OTHER INFORMATION

Item 1. Legal Proceedings.

On February 25, 2009, CIRI Lakeside Gaming received ~~the~~a ~~Eviction~~notice ~~Notice~~to ~~from~~vacate ~~the~~its leased ~~Lender. The~~premises ~~Eviction~~located ~~Notice~~at ~~was~~the ~~delivered~~Property infrom ~~connection~~its ~~with~~landlord, aVillage ~~trustee~~Hospitality. The ~~sale~~Company ~~that~~currently ~~was~~owns ~~effected~~33.33% ~~as part~~ of the ~~bankruptcy~~equity ~~proceedings pertaining~~interest toin ~~the~~MonteLago, ~~property~~which ~~generally~~operates ~~referred to as~~ the ~~Ritz Carlton Hotel and~~ Casino ~~Premises~~ located at ~~1600~~the ~~Lake~~Property ~~Las~~through ~~Vegas~~its wholly-owned ~~Parkway~~subsidiary, ~~Henderson,~~CIRI ~~Nevada 89011~~Lakeside Gaming. ~~The management of~~ CIRI Lakeside Gaming challenged ~~and~~this ~~its~~notice ~~attorneys~~to ~~are currently~~vacate ~~in discussions~~ with the ~~Lender~~district tocourt ~~resolve~~in ~~outstanding~~Clark ~~legal issues~~County, ~~with~~Nevada. The ~~respect~~primary toissue surrounding the ~~Eviction~~dispute ~~Notice,~~was ~~and~~ the ~~management~~existence or non-existence of ~~CIRI~~a ~~Lakeside~~written ~~Gaming believes~~consent ~~that~~made itby ~~has~~Village ~~meritorious~~Hospitality ~~defenses~~ to the ~~Lender’s claims. If~~lease ~~the~~agreement ~~management~~made ofby and between CIRI Lakeside Gaming isand ~~ultimately~~the ~~unable~~prior toowners ~~resolve~~of ~~this~~the ~~outstanding~~Property. Village ~~dispute~~Hospitality inargued athat ~~satisfactory~~no ~~manner,~~written ~~then~~consent ~~the business, operations,~~existed ~~cash~~and ~~flows~~that ~~and~~the ~~financial~~lease ~~condition~~agreement ofwas not valid. CIRI Lakeside Gaming argued ~~and~~that ~~MonteLago,~~it ~~and the~~was ~~value~~advised ofby the ~~Company’s~~prior ~~investment~~owners inof ~~MonteLago,~~the ~~would~~Property ~~be impaired. Furthermore,~~that ifthe ~~CIRI~~prior owners ~~Lakeside~~had ~~Gaming~~received isthe ~~unable~~written ~~to maintain its lease~~consent. However, ~~the Company may lose all or~~ a ~~significant~~copy ~~portion~~ of the written ~~value~~consent ofhad ~~the MonteLago~~not ~~investment~~been produced.

On July 15, 2009, the District Court in Clark County, Nevada ruled that a temporary writ of restitution be issued against CIRI Lakeside Gaming and in favor of Village Hospitality. The district court's ruling provided for the potential eviction and removal of CIRI Lakeside Gaming from the Property within 15 days of the date of the district court's ruling.

On September 4, 2009, CIRI Lakeside Gaming entered into the Conditional Agreement with Village Hospitality. Pursuant to the terms of the Conditional Agreement, Village Hospitality agreed to provide CIRI Lakeside Gaming 65 days prior written notice before removing CIRI Lakeside Gaming from the Property. The terms of the Conditional Agreement also provide that Village Hospitality may remove CIRI Lakeside Gaming from the Property five days after giving written notice following the occurrence of certain events of default set forth in the Conditional Agreement. The Conditional Agreement further provides that CIRI Lakeside Gaming must surrender the Property no later than September 8, 2010, subject to the specific terms and conditions of the Conditional Agreement. If CIRI Lakeside Gaming is unable to remain on the Property and/or realize sufficient proceeds on the disposition of its assets, the Company may not be able to recover all or a significant portion of the carrying value of its investment in MonteLago.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the quarter ended ~~January~~October 31, 2009.

Item 5. Other Information.

None.

1211

Item 6 – Exhibits

The following exhibits are filed or furnished with this report:

Exhibit No.	Description
2.1	Amended and Restated Purchase and Sale Agreement, dated as of May 16, 2007, made by and between Cook Inlet Region Inc., CIRI Lakeside Gaming Investors, LLC and Casino MonteLago Holding, LLC.*
3.1	Certificate of Formation, dated as of August 22, 2007, of Plainfield Enterprises LLC.*
3.2	Amended and Restated Limited Liability Company Agreement, dated as of September 2, 2008, of Plainfield Enterprises LLC.*
10.1	Amended and Restated Loan Agreement, dated as of June 20, 2007, made by and between Casino MonteLago Holding, LLC and Plainfield Gaming Inc.*
10.2	~~Amended~~Conditional ~~and~~Covenant ~~Restated~~Not ~~Exchangeable~~to ~~Promissory Note~~Execute, dated as of ~~June~~September 204, ~~2007~~2009, ofby ~~Casino~~and ~~MonteLago~~between ~~Holding~~CIRI Lakeside Gaming Investors, LLC and Village Hospitality LLC.**
31.1	Rule 13a-14(da) / 15d-14(a) Certification of the Operating Manager.
32.1	Section 1350 Certification of the Operating Manager.
* Incorporated by reference to the Company’s Registration Statement on Form 10-12G, File No. 000-53407, filed with the Securities and Exchange Commission on September 10, 2008.
* Incorporated by reference to the Company's Registration Statement on Form 10-12G, File No. 000-53407, filed with the Securities and Exchange Commission on September 10, 2008. ** Incorporated by reference to the Company's Annual Report on Form 10-K, File No. 000-53407, filed with the Securities and Exchange Commission on November 13, 2009.

13 12

SIGNATURES

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

Date: March 17, 2009	PLAINFIELD ENTERPRISES LLC
Date: December 15, 2009	PLAINFIELD ENTERPRISES LLC
	By:	/s/ Alan Ginsberg
	By: /s/ Alan Ginsberg_________________________
		Alan Ginsberg Operating Manager
	Alan Ginsberg Operating Manager and Principal Financial Officer

~~Exhibit 31.1~~13

CERTIFICATION OF THE OPERATING MANAGER

I, Alan Ginsberg, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended January 31, 2009 of Plainfield Enterprises LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 17, 2009 /s/ Alan Ginsberg Alan Ginsberg Operating Manager

Exhibit 32.1

OPERATING MANAGER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the quarterly report of Plainfield Enterprises LLC (the “Company”) on Form 10-Q for the quarter ended January 31, 2009, as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Alan Ginsberg, Operating Manager of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 17, 2009 /s/ Alan Ginsberg Alan Ginsberg Operating Manager

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