Edgar Filing: LAS VEGAS SANDS CORP

Form S-4 for Las Vegas Sands Corp.

As filed with the Securities and Exchange Commission on June 6, 2005

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Las Vegas Sands Corp.

(Exact name of Registrant as specified in its charter)

Nevada

7011

27-0099920

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification No.)

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

(702) 414-1000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Bradley K. Serwin, Esq.

Las Vegas Sands Corp.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

(702) 414-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John C. Kennedy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

212-373-3000

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE


Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee (2)
6.375% Senior Notes Due 2015	$250,000,000	100%	$250,000,000	$29,425
Guarantees of 6.375% Notes Due 2015	N/A	N/A	N/A	N/A(3)

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) of the Securities Act of 1933.

(2)

The registration fee has been calculated pursuant to Rule 457(f) under the Securities Act of 1933. An aggregate of $21,293.18 of the amount of the registration fee was previously paid in connection with securities registered under Registration Statement on Form S-8 No. 333-122978 initially filed on February 24, 2005 by the registrant. Accordingly, pursuant to Rule 457(p) of the General Rules and Regulations under the Securities Act of 1933, US$21,293.18 is being offset against the total registration fee due for this Registration Statement.

(3)	No additional consideration is being received for the guarantees, and, therefore no additional fee is required.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS


Name	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number
Las Vegas Sands, Inc.	Nevada	7011	04-3010100
Venetian Casino Resort, LLC	Nevada	7011	86-0863398
Mall Intermediate Holding Company, LLC	Delaware	7011	88-0377968
Lido Intermediate Holding Company, LLC	Delaware	7011	88-0377966
Lido Casino Resort, LLC	Nevada	7011	88-0377698
Venetian Venture Development, LLC	Nevada	7011	88-0482754
Venetian Operating Company, LLC	Nevada	7011	88-0456086
Venetian Marketing, Inc.	Nevada	7011	88-0419208
Venetian Transport, LLC	Delaware	7011	77-0610106

The address of each of the additional registrants is 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 6, 2005

PROSPECTUS

Las Vegas Sands Corp.

Exchange Offer for $250,000,000

6.375% Senior Notes due 2015

The Notes and the Guarantees

•

We are offering to exchange $250,000,000 of our outstanding 6.375% Senior Notes due 2015, which were issued on February 10, 2005 and which we refer to as the initial notes, for a like aggregate amount of our registered 6.375% Senior Notes due 2015, which we refer to as the exchange notes. The exchange notes will be issued under an indenture dated as of February 10, 2005.

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The exchange notes will mature on February 15, 2015. We will pay interest on the exchange notes on February 15 and August 15, beginning on August 15, 2005.

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The exchange notes are guaranteed on a senior unsecured basis by certain of our existing and future domestic subsidiaries as described in this prospectus. See “Description of Notes.”

•

The exchange notes will be our unsecured senior obligations. The exchange notes will be pari passu in right of payment with all our existing and future unsecured senior debt. The exchange notes and the guarantees will be effectively subordinated to our existing and future secured indebtedness and that of the guarantors and to the existing and future unsecured indebtedness of all non-guarantor subsidiaries. We will be permitted to incur additional indebtedness, including senior debt, in the future under the terms of the indenture.

Terms of the exchange offer

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It will expire at 5:00 p.m., New York City time, on , 2005, unless we extend it.

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If all the conditions to this exchange offer are satisfied, we will exchange all of the initial notes, that are validly tendered and not withdrawn for new notes, which we refer to as the exchange notes.

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You may withdraw your tender of initial notes at any time before the expiration of this exchange offer.

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The exchange notes that we will issue you in exchange for your initial notes will be substantially identical to your initial notes except that, unlike your initial notes, the exchange notes will have no transfer restrictions or registration rights.

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The exchange notes that we will issue you in exchange for your initial notes are new securities with no established market for trading.

Before participating in this exchange offer, please refer to the section in this prospectus entitled “ Risk Factors” commencing on page 21.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

NEITHER THE NEVADA STATE GAMING CONTROL BOARD, THE NEVADA GAMING COMMISSION NOR ANY OTHER GAMING REGULATORY AGENCY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE INVESTMENT MERITS OF THE SECURITIES OFFERED HEREBY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

The date of this prospectus is , 2005.

TABLE OF CONTENTS


		Page
Industry and Market Data		i
Available Information		ii
Prospectus Summary		1
Summary of the Exchange Offer		9
Risk Factors		21
Disclosure Regarding Forward-Looking Statements		44
Use of Proceeds		45
Capitalization		46
Selected Historical Financial and Other Data		48
Unaudited Pro Forma Condensed Consolidated Financial Statements		51
Management's Discussion and Analysis of Financial Condition and Results of Operations		59
Business		86
Management		123
Principal Stockholders		141
Certain Relationships and Related Party Transactions		143
Agreements Relating to the Malls		152
Description of Other Indebtedness and Operating Agreements		155
The Exchange Offer		163
Description of Notes		172
United States Federal Tax Considerations		195
Plan of Distribution		200
Legal Matters		201
Experts		201
Index to Consolidated Financial Statements		F-1

INDUSTRY AND MARKET DATA

Industry data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also derived from our review of internal surveys, as well as the independent sources listed above.

AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). We have also filed with the Commission a registration statement on Form S-4 to register the exchange notes. This prospectus, which forms part of the registration statement, does not contain all of the information included in that registration statement. For further information about us and the exchange notes offered in this prospectus, you should refer to the registration statement and its exhibits. You may read and copy any document we file with the Commission at the Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of these reports, proxy statements and information may be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. In addition, the Commission maintains a web site that contains reports, proxy statements and other information regarding registrants, such as us, that file electronically with the Commission. The address of this web site is http://www.sec.gov.

Anyone who receives a copy of this prospectus may obtain a copy of the indenture without charge by writing to:

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: General Counsel

Telephone: (702) 414-1000

You should rely only upon the information provided in this prospectus. Las Vegas Sands Corp. has not authorized anyone to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than that on the front cover of this prospectus.

PROSPECTUS SUMMARY

This summary highlights all material information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our exchange notes. You should read the entire prospectus carefully, including the section describing the risks of investing in our exchange notes under the caption “Risk Factors” and our financial statements and related notes included elsewhere in this prospectus before making an investment decision. Except as the context otherwise requires, references in this prospectus to the “Company,” “we,” “our” or “us” are to Las Vegas Sands Corp. and its consolidated subsidiaries, and the term “Las Vegas Sands Opco” refers to Las Vegas Sands, Inc., our operating subsidiary. Unless otherwise indicated, the “pro forma” information in this prospectus gives effect to the transactions described in “Unaudited Pro Forma Condensed Consolidated Financial Statements.” The term “initial notes” refers to the 6.375% Senior Notes due 2015 that were issued on February 10, 2005 in a private offering. The term “exchange notes” refers to the 6.375% Senior Notes due 2015 offered with this prospectus. The term “notes” refers to the initial notes and the exchange notes, collectively. Some of the statements in this summary are forward-looking statements.

Our Company

Overview

We own and operate the Venetian Casino Resort, the Sands Expo and Convention Center in Las Vegas, Nevada, and the Sands Macao Casino in Macau, China. We are also in the process of developing two additional casino resorts: the Palazzo Casino Resort, which will be adjacent to and connected with the Venetian Casino Resort, and the Venetian Macao Casino Resort in Macau. We have also entered into certain agreements to develop gaming properties in the United Kingdom and Pennsylvania and are exploring other gaming entertainment opportunities in Asia, Europe, and the United States.

Our Las Vegas Properties

The Venetian Casino Resort is one of the most successful properties on Las Vegas Boulevard (known as the “Strip”) based on hotel revenues in 2003 and adjusted cash flow in 2003 and for the first quarter of 2004, and is one of the largest and most luxurious casino resorts in the world. It is a Renaissance Venice-themed casino resort situated at one of the premier locations on the Strip, across from the Mirage and the Treasure Island Hotel and Casino and next to the recently opened Wynn Las Vegas Resort. Since its opening, the Venetian Casino Resort has been a “must-see” destination that provides visitors with first-class accommodations, gaming, entertainment, dining and meeting facilities and shopping at the first all-suites hotel on the Strip. The Venetian Casino Resort includes 4,027 suites, a gaming facility of approximately 116,000 square feet consisting of approximately 2,000 slot machines and 139 table games, and the Congress Center, a meeting and conference facility of approximately 650,000 square feet. In addition, The Grand Canal Shops located within the Venetian Casino Resort and owned by a third party offers approximately 440,000 square feet of shopping, dining and entertainment space. Our occupancy rate (total occupied rooms divided by total available rooms) was 97.0% during 2004 and 97.8% during the three months ended March 31, 2005, and our average daily room rate was $220 during 2004 and $243 during the three months ended March 31, 2005.

The Venetian Casino Resort is directly connected to our Sands Expo and Convention Center, which we refer to as the Sands Expo Center, an approximately 1.15 million square foot convention and trade show facility. Our ability to attract and accommodate trade show and convention business has been a key contributor to our success. Management believes that the Venetian Casino Resort and the Sands Expo Center, with 4,027 suites and a combined 1.8 million square feet of meeting and convention space, together comprise one of the largest hotel and

meeting complexes in the world. This complex benefits from its prime location in Las Vegas, which is one of the most visited convention and trade show destinations in the United States. During 2004, approximately 5.7 million visitors attended trade shows and conventions in Las Vegas, with approximately 14.0% of these visitors attending events at the Sands Expo Center. The demand for rooms generated by visitors at the Sands Expo Center contributed to our mid-week occupancy rate (the occupancy rate from Sunday night through Thursday night only) of 95.5% during 2004, which compares favorably to the Las Vegas mid-week average occupancy rate of 85.8% during that period.

In August 2004, a subsidiary of Las Vegas Sands Opco began construction of the Palazzo Casino Resort, our second world-class luxury hotel, casino and resort in Las Vegas. The Palazzo Casino Resort will have a design and ambiance reminiscent of high-end locales such as Beverly Hills, Bel Air and Rodeo Drive. The Palazzo Casino Resort will consist of an all-suites 50-floor luxury hotel tower with approximately 3,025 rooms, a gaming facility of approximately 105,000 square feet, an enclosed shopping, dining and entertainment complex of approximately 400,000 square feet, which we refer to as the Phase II mall, and additional meeting and conference space of approximately 450,000 square feet (which will comprise an addition to the Congress Center). Upon completion of the Palazzo Casino Resort, our combined Las Vegas facilities will have approximately 2.25 million gross square feet of meeting and convention space. The Palazzo Casino Resort is scheduled to open during the second quarter of 2007.

The Las Vegas market has shown consistent growth over both the near and long terms in both visitation and expenditures and has one of the highest hotel occupancy rates of any major market in the United States. According to the Las Vegas Convention and Visitors Authority (the “LVCVA”), the number of visitors traveling to Las Vegas has increased at a steady and significant rate over the last ten years, from 28.2 million visitors in 1994 to 37.4 million visitors in 2004. In 2004, Las Vegas was among the most popular travel destinations in the United States with hotel occupancy rates among the highest of any major market in the country. To accommodate this popularity, Las Vegas has experienced a period of rapid hotel development, with the number of hotel and motel rooms in Las Vegas increasing from 88,560 in 1994 to 131,503 in 2004 (a 4.0% compound annual growth rate), according to the LVCVA. The concentration of luxury and themed casino hotels and resorts is expected to continue encouraging visitor interest in Las Vegas as a trade show, convention and vacation destination and, as a result, increase overall demand for hotel rooms, gaming and entertainment. An increasing number of destination resorts are developing non-gaming entertainment to complement their gaming activities in order to draw additional visitors. According to the LVCVA, while gaming revenues in Clark County (which includes the Las Vegas metropolitan area) have increased from $5.4 billion in 1994 to $8.7 billion in 2004 (a 4.9% compound annual growth rate), non-gaming tourist revenues increased from $10.4 billion in 1993 to $24.9 billion in 2003 (a 9.1% compound annual growth rate).

The Macau Properties

A subsidiary of Las Vegas Sands Opco, Venetian Macau S.A., is currently one of two government-approved subconcessionaires under one of only three government-granted concessions to operate casinos in Macau, China. One of the world’s largest gaming markets with approximately $5.1 billion in gaming revenue in 2004, Macau is located in a highly-populated region of the world that we believe is currently under served by its regional gaming facilities. Macau is the only location in China that permits casino gaming and is located in a highly-populated region of the world with approximately 1.0 billion people living within a three-hour flight of Macau. In 2004, there were approximately 16.7 million visitors to Macau according to the Macau Statistics and Census Service. The Chinese government has recently removed certain internal travel restrictions, allowing mainland Chinese from certain urban centers and economically developed regions to visit Macau without joining a tour group, and increased the amount of renminbi (the Chinese currency) that Chinese citizens are permitted to bring into Macau. We expect tourism in Macau to continue to grow as the Chinese government continues to implement its policy of liberalizing historical restrictions on travel and currency movements.

On May 18, 2004, Venetian Macau opened the first phase of the Sands Macao, the first Las Vegas-style casino to open in Macau, located in the heart of Macau’s gaming district. The remaining portion of the Sands Macao opened in late August 2004. We have opened the Pearl Room in a space adjacent to the main lobby in the Sands Macao with 17,000 square feet of additional mass gaming space, adding 40 table games and 180 additional slot machines. The property now offers approximately 348 table games and approximately 860 slot machines or similar electronic gaming devices, numerous restaurants, luxurious VIP suites and gaming room facilities and other high-end services and amenities. Management believes that the Sands Macao is the premier facility in the region, with a quality of construction, first-class accommodations and high-end amenities that are not available at competing facilities. In 2004, the Sands Macao had 6.7 million visits (based on a metal detector machine count of the total number of persons entering into the casino from its four entry points).

Venetian Macau also intends to build, own and operate under its subconcession the Venetian Macao Casino Resort, an all-suites hotel, casino and convention center complex with a Venetian-style theme similar to that of our Las Vegas property, in Cotai (an area of reclaimed land between the islands of Taipei and Coloane in Macau). In connection with this development, we are sponsoring a plan for the development of a “Cotai Strip^™” designed to meet the demand generated by the rapidly-growing Asian gaming market. We have submitted to the Macau government a development plan that comprises seven resort hotel developments (including the Venetian Macao Casino Resort), to be constructed on an area of about 80 hectares (about 200 acres) in Cotai. The proposed development is currently planned to include seven hotels, exhibition and conference facilities, seven casinos (all of which we plan to operate), showrooms, shopping malls, spas, world-class restaurants and entertainment facilities and other attractions. As the anchor property at the corner of entry to the Cotai Strip, the Venetian Macao Casino Resort is expected to include approximately 3,000 suites (with 1,500 suites fully completed at opening and another 1,500 suites to be completed at a future date depending upon market conditions and demand), 546,000 square feet of gaming facilities, 1.0 million square feet of gross retail space and 1.8 million square feet of meeting and convention facilities. The completion of the Venetian Macao Casino Resort is not dependent upon governmental approval of the Cotai development plan and construction has begun with a scheduled opening date in the second quarter of 2007. In addition to the Venetian Macao Casino Resort, it is currently contemplated that there will be six other resort hotel developments on the Cotai Strip. One of these developments will be an approximately 400 room Four Seasons hotel and casino which will be owned, developed and constructed by Venetian Macau. This hotel will be operated by Four Seasons Hotels and Resorts and will be connected to the Venetian Macao Casino Resort. At least two other hotel developments on the Cotai Strip will be developed, constructed and financed by independent lodging companies and investor groups. We have entered into non-binding letters of intent with third-parties with respect to these two resort hotel developments. We are negotiating definitive binding documents with these two third parties and are negotiating a non-binding letter of intent with a third party to develop a third resort hotel development. With respect to the remaining two developments on the Cotai Strip, it is undetermined whether we will own all or a portion of these developments. Regardless of the ownership structure of these remaining two developments, after construction they will be operated by international lodging chains under one of their flagship brands. We will operate the casino and showroom in the Venetian Macao Casino Resort under our gaming subconcession and, subject to Macau government approval, we plan to lease and operate the casinos and showroom portions of each of the other hotel resort developments on the Cotai Strip. An affiliate of another Macao based casino operator has announced plans for a casino resort adjacent to the Cotai Strip. That resort, if developed, will not be associated with us or governed by our Cotai development plan.

Business Strategy and Competitive Strengths

Our primary business objective is to become the leading worldwide operator of premium destination casino resorts and uniquely branded gaming entertainment properties in order to drive superior returns on invested capital, increase asset value and maximize value for our stockholders. We have developed distinct but interrelated strategies for our Las Vegas operations and our global expansion plan.

Las Vegas Strategy

Our Las Vegas strategy is to create a unique, world-class, “must-see” destination resort complex that caters to premium clientele and effectively leverages our convention-driven business model. To implement this strategy, we intend to:

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expand on our operation of uniquely-themed “must-see” destination resort facilities that are strategically located at the heart of the Las Vegas Strip;

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drive recurring, predictable high hotel occupancy and casino use rates, especially during mid-week periods, through events held at our convention facilities which generate significant non-hotel traffic during these periods;

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capture superior hotel room rates through a differentiated all-suites offering of first-class services and high-end resort facilities. In 2004, the Venetian Casino Resort’s average daily room rate was approximately $220 compared to $89.78 for Las Vegas during this period, according to the LVCVA;

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target higher-budget customers who drive incremental revenues through a unique offering of exceptional hospitality, restaurant shopping and gaming facilities;

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attract world-famous chefs, prestigious art institutions, premium retailers and first-class leisure facilities at our casino resort facilities and leverage the international recognition of these brands to promote our own Venetian brand;

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develop Asian-focused offerings to meet the expectations of high-end Asian customers whom we expect will represent an increasing percentage of premium gaming customers as Asian gaming markets grow and our Macau operations expand; and

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capture operating efficiencies through the development and management of three interconnected facilities, the Venetian Casino Resort, the Sands Expo Center and the Palazzo Casino Resort, which were originally designed to complement each other and form the largest integrated hotel and convention facility in the world.

Global Expansion Strategy

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Our global expansion strategy is to aggressively pursue development opportunities in gaming markets worldwide with attractive growth prospects. To implement this strategy, we intend to:

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showcase our successful Las Vegas properties to position ourselves as a casino developer and operator of choice and win new development opportunities in jurisdictions that are turning to large-scale casino resorts projects as catalysts for economic expansion;

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take full advantage of our “first mover” status in Macau to fine-tune the appeal of our offerings to the Asian mass-market and our marketing methods in support of further development in the region;

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leverage Macau’s position as the only legalized gaming locale in China and its proximity to densely populated, wealthy and rapidly developing regions;

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position the Sands Macao as a day-trip mass-market product and the Venetian Macao Casino Resort and the Cotai Strip resorts as destination resorts that promote multi-day visits;

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deliver the Las Vegas experience to the Asian marketplace to satisfy the largely untapped high demand for Las Vegas-style gaming facilities in the region;

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aggressively pursue development opportunities in other emerging markets with attractive growth prospects, including the United Kingdom where the legislative process for the expansion of casino gaming is currently underway; and

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extend our successful “Sands,” “Venetian” and “Palazzo” brands worldwide and cross-market our Las Vegas offerings as international opportunities arise.

Competitive Risks

As further described in “Risk Factors” beginning on page 21 of this prospectus, we operate in a highly competitive industry that is particularly sensitive to consumer spending, economic downturns and terrorist acts, and our planned construction project for the Palazzo Casino Resort is subject to substantial risks. Also, our international operations are subject to certain political and economic risks. We have substantial investment obligations in Macau which we must fulfill by agreed-upon deadlines or we may lose the right to operate the Sands Macao and our other Macau properties. Competition in Macau is intense and is expected to intensify as the other concessionaires, including our competitor Wynn Resorts, open new properties and could intensify further if additional gaming concessions and subconcessions are granted by the Macau government.

Experienced Management Team

Our senior management team has an average of approximately 30 years of experience in the hotel, gaming and convention industries. The team is significantly incentivized through its ownership in our company. We also have a 24-person in-house development and construction staff, the senior management of which averages more than 35 years of experience, including an average of six years with our company.

Refinancing Transactions

We entered into the following financing transactions in connection with the offering of the initial notes:

Amendment to Las Vegas Sands Opco’s existing senior secured credit facility. On February 22, 2005, Las Vegas Sands Opco amended and restated its existing senior secured credit facility to increase borrowings by $400.0 million of additional term loans, expand its revolving credit facility from $125.0 million to $450.0 million, lower its interest costs and revise some of its covenants to provide greater operational flexibility. As amended and restated, this facility provides for aggregate borrowings of up to $1.620 billion, consisting of a $1.170 billion term loan facility and a $450.0 million revolving credit facility.

Redemption of 11% Mortgage Notes due 2010 with IPO Proceeds. On February 1, 2005, Las Vegas Sands Opco and Venetian Casino Resort, LLC redeemed $291.1 million in aggregate principal amount of their 11% mortgage notes due 2010 (or 11% mortgage notes), at a redemption price of 111% of the principal amount of the 11% mortgage notes, plus accrued and unpaid interest. We used a portion of the proceeds from our initial public offering to pay the redemption price of those 11% mortgage notes.

Retirement of remaining 11% Mortgage Notes. On February 22, 2005, we repurchased an additional $542.3 million of the outstanding 11% mortgage notes in a tender offer, and on March 24, 2005, redeemed the remaining $10.2 million of the outstanding 11% mortgage notes. We used the $244.8 million net proceeds from the initial notes offering, $106.6 million of cash on hand and $311.7 million of term loan borrowings under Las Vegas Sands Opco’s amended and restated senior secured credit facility to retire the $552.5 million in aggregate principal amount of 11% mortgage notes and pay all fees and expenses associated with these transactions.

The offering of initial notes, the amendments to Las Vegas Sands Opco’s existing senior secured credit facility (including the additional borrowings thereunder), the retirement of the 11% mortgage notes described above and the payment of fees and expenses associated therewith are referred to in this prospectus as the refinancing transactions.

Recent Developments

Initial Public Offering

On December 20, 2004, we issued 27,380,953 shares of our common stock in our initial public offering at an offering price of $29.00 per share, resulting in net proceeds of approximately $740.4 million to us after deducting underwriting discounts and commissions and related offering expenses payable by us. As of May 16, 2005, our common stock share price as of closing was $33.95 per share, resulting in an equity market capitalization of approximately $12.0 billion. Immediately prior to the consummation of our initial public offering, we acquired 100% of the capital stock of Las Vegas Sands Opco by merging Las Vegas Sands Opco with and into our wholly-owned subsidiary, with Las Vegas Sands Opco as the surviving subsidiary. This transaction is referred to as the parent company merger in this prospectus.

Construction of the Palazzo Casino Resort and Related Financing Transactions

The Palazzo Casino Resort is expected to cost us approximately $1.6 billion (exclusive of land and certain incentive payments to executives made in July 2004). In addition, we expect tenants will make significant additional expenditures to build out stores and restaurants in the Palazzo Casino Resort. The Palazzo Casino Resort is expected to open during the second quarter of 2007. As of March 31, 2005, Las Vegas Sands Opco had incurred approximately $253.7 million in design, pre-development and construction costs for the Palazzo Casino Resort.

On August 20, 2004, Las Vegas Sands Opco and Venetian Casino Resort entered into a $1.010 billion senior secured credit facility and on September 30, 2004, subsidiaries of Las Vegas Sands Opco entered into a $250.0 million construction loan to, among other things, finance the Palazzo Casino Resort construction costs. Las Vegas Sands Opco used a portion of the proceeds from its $1.010 billion existing senior secured credit facility to repay in full its prior senior secured credit facility and pay for transaction costs. On February 22, 2005, this facility was amended and restated to provide for increased aggregate borrowings of up to $1.620 billion, consisting of a $1.170 billion term loan facility and a $450.0 million revolving credit facility. We intend to fund the development and construction of the Palazzo Casino Resort at its current budget of $1.6 billion (exclusive of land and certain incentives) with a combination of the remaining net proceeds from the sale of The Grand Canal Shops mall, cash on hand and operating cash flow, proceeds from Las Vegas Sands Opco’s amended and restated senior secured credit facility, proceeds from the Phase II mall construction loan and other debt financings. The entry into Las Vegas Sands Opco’s amended and restated senior secured credit facility and the use of proceeds therefrom described above to pay down its prior senior secured credit facility and fund a portion of the costs of the Palazzo Casino Resort are collectively referred to throughout this prospectus as the Palazzo financing transactions.

Acquisition of Sands Expo Center

On July 29, 2004, Las Vegas Sands Opco acquired from our principal stockholder all of the capital stock of Interface Group Holding Company, Inc., which we refer to as Interface Holding, in exchange for shares of common stock of Las Vegas Sands Opco. At the time of the acquisition, Interface Holding indirectly owned the Sands Expo Center and directly held a redeemable preferred interest in Venetian Casino Resort, LLC. The acquisition of Interface Holding by Las Vegas Sands Opco has been accounted for as a reorganization of entities under common control, in a manner similar to a pooling-of-interests.

Following this acquisition, Las Vegas Sands Opco made an equity contribution of approximately $27.0 million to Interface Group-Nevada, Inc., the direct owner of the Sands Expo Center and a wholly-owned subsidiary of Interface Holding. On July 30, 2004, Interface Group-Nevada entered into a $100.0 million mortgage loan, which we refer to as the Interface mortgage loan. Interface Group-Nevada then used the proceeds from that loan and a portion of the approximately $27.0 million equity contribution to repay in full $124.3 million of outstanding notes payable under its prior mortgage loan from an unaffiliated entity, and to pay related fees and expenses. We refer to this refinancing as the Interface refinancing.

Sale of The Grand Canal Shops Mall and Lease of Restaurant and Retail Assets

On May 17, 2004, Las Vegas Sands Opco sold The Grand Canal Shops mall and leased certain restaurant and other retail assets of the Venetian Casino Resort for approximately $766.0 million in gross proceeds to a subsidiary of General Growth Properties (“GGP”). Las Vegas Sands Opco used a portion of the proceeds from the sale of The Grand Canal Shops mall to repay the $120.0 million secured loan facility relating to The Grand Canal Shops mall, which we refer to as the secured mall facility, repurchase $6.4 million in principal amount of its 11% mortgage notes pursuant to an asset sale offer, make tax distributions to all of its stockholders at the time in the aggregate amount of $100.0 million and make incentive payments to its executive officers, Messrs. Adelson, Weidner, Stone and Goldstein, in the aggregate amount of $62.2 million for the significant value they created for Las Vegas Sands Opco in connection with arranging for the sale of the Phase II mall. The tax distributions were made in order to provide these stockholders with funds to pay taxes attributable to taxable income of Las Vegas Sands Opco (including the taxable income of Las Vegas Sands Opco associated with the sale of The Grand Canal Shops mall) that flowed through to them by virtue of Las Vegas Sands Opco’s then status as a subchapter S corporation for income tax purposes. Las Vegas Sands Opco intends to use the remaining net proceeds from The Grand Canal Shops mall sale to finance a portion of the cost of constructing the Palazzo Casino Resort.

As part of The Grand Canal Shops mall sale, Las Vegas Sands Opco entered into an agreement with GGP to construct and sell the shopping, dining and entertainment complex of the Palazzo Casino Resort. The purchase price that GGP has agreed to pay for the Phase II mall is the greater of $250.0 million and the Phase II mall’s net operating income for months 19 through 30 of its operations (assuming that the rent due from all tenants in month 30 was actually due in each of months 19 through 30) divided by a capitalization rate. The capitalization rate is .06 for every dollar of net operating income up to and including $38.0 million and .08 for every dollar of net operating income above $38.0 million.

Redemption of Venetian Macau Floating Rate Senior Secured Notes

On May 23, 2005, Venetian Macau Finance Company redeemed the $120.0 million in aggregate principal amount of the outstanding Venetian Macau floating rate senior secured notes and paid accrued interest of $1.9 million, using $121.9 million of cash on hand.

Corporate and Ownership Structure

Our principal executive office is located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Our telephone number at that address is (702) 414-1000. Our website address is www.lasvegassands.com. The information on our web site is not part of this prospectus.

Sheldon G. Adelson and trusts for the benefit of Mr. Adelson and his family members beneficially own approximately 86.8% of our outstanding common stock. As a result, Mr. Adelson exercises significant influence over our business policies and affairs. In particular, Mr. Adelson controls the composition of our board of directors and any action requiring the approval of our stockholders, such as the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets.

Las Vegas Sands Opco’s subsidiary owns 90% of the capital stock and 100% of the economic interest in the capital stock of Venetian Macau S.A., the owner and operator of the Sands Macao casino. Venetian Macau, S.A. in turn owns 90% of the capital stock and 100% of the economic interest in the capital stock of Venetian Cotai S.A., the owner of the Venetian Macao Casino Resort and developer of the Cotai strip developments. Under the requirements of applicable Macau law, two individuals own 10% and 0.005%, respectively, of the capital stock of Venetian Macau S.A. and Venetian Cotai S.A. However, each of them has assigned all of his respective economic interest in the shares to Las Vegas Sands Opco’s subsidiary or Venetian Macau, S.A., as applicable.

Set forth on the following page is our ownership structure showing our principal subsidiaries.

LOGO

SUMMARY OF THE EXCHANGE OFFER

We are offering to exchange $250.0 million aggregate principal amount of our exchange notes for a like aggregate principal amount of our initial notes. In order to exchange your initial notes, you must properly tender them and we must accept your tender. We will exchange all outstanding initial notes that are validly tendered and not validly withdrawn.

Exchange Offer

We will exchange our exchange notes for a like aggregate principal amount at maturity of our initial notes.

Expiration Date

This exchange offer will expire at 5:00 p.m., New York City time, on , 2005, unless we decide to extend it.

Conditions to the Exchange Offer

We will complete this exchange offer only if:

•

there is no change in the laws and regulations which, in our judgment, would impair our ability to proceed with this exchange offer,

•

there is no change in the current interpretation of the staff of the Commission which permits resales of the exchange notes,

•

there is no stop order issued by the Commission which would suspend the effectiveness of the registration statement which includes this prospectus or the qualification of the exchange notes under the Trust Indenture Act of 1939,

•

there is no litigation or threatened litigation which would impair our ability to proceed with this exchange offer, and

•

we obtain all the governmental approvals we deem necessary to complete this exchange offer, including that of the Nevada Gaming Commission.

Please refer to the section in this prospectus entitled “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering Initial Notes

To participate in this exchange offer, you must complete, sign and date the letter of transmittal or its facsimile and transmit it, together with your initial notes to be exchanged and all other documents required by the letter of transmittal, to U.S. Bank National Association, as exchange agent, at its address indicated under “The Exchange Offer—Exchange Agent.” In the alternative, you can tender your initial notes by book-entry delivery following the procedures described in this prospectus. For more information on tendering your notes, please refer to the section in this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes.”

Special Procedures for Beneficial Owners

If you are a beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your initial notes in the exchange offer, you should contact the registered holder promptly and instruct that person to tender on your behalf.

Guaranteed Delivery Procedures

If you wish to tender your initial notes and you cannot get the required documents to the exchange agent on time, you may tender your notes by using the guaranteed delivery procedures described under the section of this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure.”

Withdrawal Rights

You may withdraw the tender of your initial notes at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer. To withdraw, you must send a written or facsimile transmission notice of withdrawal to the exchange agent at its address indicated under “The Exchange Offer—Exchange Agent” before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

Acceptance of Initial Notes and Delivery of Exchange Notes

If all the conditions to the completion of this exchange offer are satisfied, we will accept any and all initial notes that are properly tendered in this exchange offer on or before 5:00 p.m., New York City time, on the expiration date. We will return any initial note that we do not accept for exchange to you without expense promptly after the expiration date. We will deliver the exchange notes to you promptly after the expiration date and acceptance of your initial notes for exchange. Please refer to the section in this prospectus entitled “The Exchange Offer—Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes.”

Federal Income Tax Considerations Relating to the Exchange Offer

Exchanging your initial notes for exchange notes will not be a taxable event to you for United States federal income tax purposes. Please refer to the section of this prospectus entitled “U.S. Federal Income Tax Considerations.”

Exchange Agent

U.S. Bank National Association is serving as exchange agent in the exchange offer.

Fees and Expenses

We will pay all expenses related to this exchange offer. Please refer to the section of this prospectus entitled “The Exchange Offer—Fees and Expenses.”

Use of Proceeds

We will not receive any proceeds from the issuance of the exchange notes. We are making this exchange offer solely to satisfy certain of our obligations under our registration rights agreement entered into in connection with the offering of the initial notes.

Consequences to Holders Who Do Not Participate in the Exchange Offer

If you do not participate in this exchange offer:

•

except as set forth in the next paragraph, you will not necessarily be able to require us to register your initial notes under the Securities Act of 1933, as amended which we refer to as the Securities Act,

•

you will not be able to resell, offer to resell or otherwise transfer your initial notes unless they are registered under the Securities Act or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act, and

•

the trading market for your initial notes will become more limited to the extent other holders of initial notes participate in the exchange offer.

•

You will not be able to require us to register your initial notes under the Securities Act unless:

•

the initial purchasers request us to register initial notes that are not eligible to be exchanged for exchange notes in the exchange offer; or

•

you are not eligible to participate in the exchange offer or do not receive freely tradable exchange notes in the exchange offer.

In these cases, the registration rights agreement requires us to file a registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for the benefit of the holders of the initial notes described above in this paragraph. We do not currently anticipate that we will register under the Securities Act any notes that remain outstanding after completion of the exchange offer.

Please refer to the section of this prospectus entitled “Risk Factors—Your failure to participate in the exchange offer will have adverse consequences.”

Resales

It may be possible for you to resell the notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to the conditions described under “—Obligations of Broker-Dealers” below.

To tender your initial notes in this exchange offer and resell the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, you must make the following representations:

•

you are authorized to tender the initial notes and to acquire exchange notes, and that we will acquire good and unencumbered title thereto,

•

the exchange notes acquired by you are being acquired in the ordinary course of business,

•

you have no arrangement or understanding with any person to participate in a distribution of the exchange notes and are not participating in, and do not intend to participate in, the distribution of such exchange notes,

•

you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of ours, or you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,

•

if you are not a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of exchange notes, and

•

if you are a broker-dealer, initial notes to be exchanged were acquired by you as a result of market-making or other trading activities and you will deliver a prospectus in connection with any resale, offer to resell or other transfer of such exchange notes.

Please refer to the sections of this prospectus entitled “The Exchange Offer—Procedure for Tendering Initial Notes—Proper Execution and Delivery of Letters of Transmittal,” “Risk Factors—Risks Relating to the Exchange Offer—Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes” and “Plan of Distribution.”

Obligations of Broker-Dealers

If you are a broker-dealer (1) that receives exchange notes, you must acknowledge that you will deliver a prospectus in connection with any resales of the exchange notes, (2) who acquired the initial notes as a result of market making or other trading activities, you may use the exchange offer prospectus as supplemented or amended, in connection with resales of the exchange notes, or (3) who acquired the initial notes directly from the issuers in the initial offering and not as a result of market making and trading activities, you must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in connection with resales of the exchange notes.

Summary of Terms of the Exchange Notes

Issuer

Las Vegas Sands Corp.

Exchange Notes

$250.0 million aggregate principal amount of 6.375% Senior Notes due 2015. The forms and terms of the exchange notes are the same as the form and terms of the initial notes except that the issuance of the exchange notes is registered under the Securities Act, the exchange notes will not bear legends restricting their transfer and the exchange notes will not be entitled to registration rights under our registration rights agreement. The exchange notes will evidence the same debt as the initial notes, and both the initial notes and the exchange notes will be governed by the same indenture.

Maturity

February 15, 2015.

Interest Rate

6.375% per year.

Interest Payment Dates

February 15 and August 15 of each year, commencing August 15, 2005.

Ranking

The exchange notes and the guarantees will be unsecured senior obligations and will rank:

•

equally in right of payment with any of our and the guarantors’ existing and future unsecured senior indebtedness;

•

senior in right of payment to any of our and the guarantors’ existing and future subordinated indebtedness;

•

effectively junior to our and the guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness; and

•

effectively junior in right of payment to any existing and future liabilities of our subsidiaries that do not guarantee the notes.

As of March 31, 2005, on a pro forma basis after giving effect to the refinancing transactions and the redemption of the Venetian Macau floating rate senior secured notes and assuming all term borrowings under Las Vegas Sands Opco’s amended and restated senior secured credit facility and the Phase II mall construction loan had been fully drawn, we and the guarantors would have had approximately $1.828 billion of debt outstanding, including $1.580 billion of secured debt. We would also have had approximately $390.0 million of available borrowings under the $450.0 million revolving credit facility of Las Vegas Sands Opco’s amended and restated senior secured credit facility.

For the three months ended March 31, 2005, our non-guarantor subsidiaries generated 48% of our consolidated revenues. As of March 31, 2005, our non-guarantor subsidiaries had total liabilities of $437.1 million and held 20% of our consolidated assets.

Guarantees

The exchange notes will be guaranteed by each of our existing and future domestic subsidiaries that guarantees or is a borrower under Las Vegas Sands Opco’s amended and restated senior secured credit facility and each of our existing subsidiaries that owns assets or operations that comprise any part of the Venetian Casino Resort or the Palazzo Casino Resort (other than the Sands Expo Center and any HVAC assets and certain other assets, including assets with a value not in excess of $25.0 million in the aggregate).

Optional Redemption

Prior to February 15, 2010, we may redeem the exchange notes, in whole or in part, at a “make-whole” redemption price as set forth in this prospectus. On or after February 15, 2010, we can redeem all or a portion of the exchange notes at the redemption prices set forth in this prospectus, plus accrued and unpaid interest and special interest, if any. See “Description of Notes—Optional Redemption.”

Optional Redemption After Equity Offerings

At any time before February 15, 2008, on one or more occasions, we can choose to redeem up to 35% of the aggregate principal amount of the notes, including any additional notes, with the proceeds of one or more equity offerings, so long as:

•

we pay holders of the exchange notes a redemption price of 106.375% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any;

•

we redeem the exchange notes within 60 days of any such equity offering; and

•

at least 65% of the aggregate principal amount of notes, including any additional notes issued in the future but excluding notes held by us, remains outstanding immediately after each such redemption.

Change of Control

If we experience specific kinds of change of control events, we must offer to repurchase the exchange notes at 101% of the principal amount of the exchange notes, plus accrued and unpaid interest and special interest, if any, to the date of purchase as set forth in “Description of Notes—Repurchase at the Option of Holders—Change of Control.”

Certain Covenants

The indenture governing the notes contains covenants that limit our ability and that of the guarantors to:

•

enter into sale and lease-back transactions in respect of our and the guarantors’ principal properties;

•

create liens on our and the guarantors’ principal properties; and

•

consolidate, merge or transfer all or substantially all of our assets.

These covenants are subject to a number of important limitations, exceptions and qualifications. See “Description of Notes—Certain Covenants.”

Remedies

Subject to certain exceptions, the trustee, and each noteholder by accepting an exchange note, agrees that in the event that the outstanding principal amount of the exchange note becomes due and payable (whether at maturity, by acceleration or otherwise) and is not paid when due, then, before seeking, directly or indirectly through any court, the sale, liquidation or seizure of the capital stock of any direct or indirect subsidiary of the Company, the trustee and such noteholder will (for the 60-day period beginning on the date when the outstanding principal amount of the exchange note first became due and payable) seek first to sell, liquidate or seize other assets of the Company or any of the guarantors.

Use of Proceeds

We will not receive any proceeds from the issuance of the exchange notes in exchange for the outstanding initial notes. We are making this exchange solely to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the initial notes.

Absence of a Public Market for the Exchange Notes

The exchange notes are new securities with no established market for them. We cannot assure you that a market for these exchange notes will develop or that this market will be liquid. Please refer to the section of this prospectus entitled “Risk Factors—Risks Relating to the Exchange Offer—There may be no active or liquid market for the exchange notes.”

Form of the Exchange Notes

The exchange notes will be represented by one or more permanent global securities in registered form deposited on behalf of The Depository Trust Company with U.S. Bank National Association, as custodian. You will not receive exchange notes in certificated form unless one of the events described in the section of this prospectus entitled “Description of Notes—Book Entry, Delivery and Form—Exchange of Book-Entry Notes for Certificated Notes” occurs. Instead, beneficial interests in the exchange notes will be shown on, and transfers of these exchange notes will be effected only through, records maintained in book entry form by The Depository Trust Company with respect to its participants.

Risk Factors

Investing in the exchange notes involves substantial risk. See the “Risk Factors” section of this prospectus for a description of certain of the risks you should consider before investing in the exchange notes.

Summary Historical and Pro Forma Financial and Other Data

The historical statement of operations and other financial data of Las Vegas Sands Corp. for the years ended December 31, 2002, 2003 and 2004 are derived from, and are qualified by reference to, the audited consolidated financial statements included elsewhere in this prospectus. The historical statement of operations and other financial data of Las Vegas Sands Corp. for the three months ended March 31, 2004 and 2005 and the balance sheet data of Las Vegas Sands Corp. at March 31, 2005 are derived from, and are qualified by reference to, the unaudited consolidated financial statements of Las Vegas Sands Corp. for these periods included elsewhere in this prospectus. In the opinion of management, the unaudited financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results of operations of Las Vegas Sands Corp. for those periods. The results of operations of Las Vegas Sands Corp. for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year or for any future period.

The unaudited pro forma statement of operations and balance sheet data of Las Vegas Sands Corp. is derived from the unaudited condensed consolidated pro forma financial statements appearing elsewhere in this prospectus and give effect to the refinancing transactions, the Grand Canal Shops mall sale, the retirement of the Venetian Macau floating rate senior secured notes and certain other transactions described under “Unaudited Pro Forma Condensed Consolidated Financial Statements.” The other operating data for all periods presented have been derived from our internal records. The following information should be read in conjunction with “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Selected Historical Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements, the related notes and other financial information included elsewhere in this prospectus.

Pro Forma Financial Data


	Year Ended December 31, 2004			Three Months Ended March 31, 2005
	(dollars in thousands)
Statement of Operations Data
Revenues
Casino	$	708,564		$	265,786
Rooms		312,003			86,077
Food and beverage		121,566			43,489
Retail and other		99,658			28,454

		1,241,791			423,806
Promotional allowances		(61,509	)		(20,012	)

Net revenues		1,180,282			403,794

Operating expenses
Casino		340,241			131,953
Rooms		77,249			21,115
Food and beverage		64,176			20,965
Retail and other		57,804			14,376
Provision for doubtful accounts		7,959			3,386
General and administrative		172,385			45,773
Corporate expense(1(b))		126,356			10,882
Rental expense		11,147			3,705
Pre-opening and developmental expense		33,926			5,175
Depreciation and amortization		67,608			19,965
Loss on disposal of assets(1(b))		31,649			1,163

		990,500			278,458

Operating income		189,782			125,336
Interest income		7,057			6,683
Interest expense, net		(64,992	)		(16,671	)
Other income		(122	)		—

Income before provision for income taxes		131,725			115,348
Provision for income taxes		(16,628	)		(15,024	)

Net income	$	115,097		$	100,324

Other Financial Data
EBITDA(1)	$	257,268		$	145,301
Ratio of earnings to fixed charges(2)		2.9	x		6.2	x

	As of March 31, 2005
	Actual			Pro Forma(3)
	(dollars in thousands)
Balance Sheet Data
Cash and cash equivalents	$	799,611		$	678,181
Restricted cash and cash equivalents	$	381,955		$	381,955
Total assets	$	3,297,920		$	3,172,114
Total debt	$	1,497,709		$	1,377,709
Stockholders’ equity	$	1,330,050		$	1,325,674

Summary Historical Financial and Operating Data


	Year Ended December 31,									Three Months Ended March 31,
	2002			2003			2004			2004			2005
	(dollars in thousands except operating data)
Statement of Operations Data
Revenues
Casino	$	256,484		$	272,804		$	708,564		$	94,708		$	265,786
Rooms		206,706			251,397			312,003			85,367			86,077
Food and beverage		67,645			80,207			121,566			32,655			43,489
Retail and other		126,709			132,202			116,437			40,216			28,454

		657,544			736,610			1,258,570			252,946			423,806
Less—Promotional allowances		(34,208	)		(44,856	)		(61,514	)		(13,760	)		(20,012	)

Net revenues		623,336			691,754			1,197,056			239,186			403,794

Operating expenses
Casino		118,843			128,170			340,241			36,591			131,953
Rooms		53,435			64,819			77,249			20,041			21,115
Food and beverage		35,144			40,177			64,176			15,493			20,965
Retail and other		51,332			53,556			60,055			16,043			14,376
Provision for doubtful accounts		21,393			8,084			7,959			3,244			3,386
General and administrative		112,913			126,134			173,088			36,393			45,773
Corporate expense		10,114			10,176			126,356			2,501			10,882
Rental expense		7,640			10,128			12,033			2,654			3,705
Pre-opening and developmental expense		5,925			10,525			33,926			8,379			5,175
Depreciation and amortization		46,662			53,859			69,432			15,527			19,965
Loss on disposal of assets		—			—			31,649			24			1,163
Gain on sale of The Grand Canal Shops		—			—			(417,576	)		—			—

		463,401			505,628			578,588			156,890			278,458

Operating income		159,935			186,126			618,468			82,296			125,336
Interest income		3,027			2,125			7,740			456			7,394
Interest expense, net		(124,459	)		(122,442	)		(138,077	)		(32,827	)		(27,083	)
Other income (expense)		1,045			825			(131	)		(9	)		—
Loss on early retirement of debt(4)		(51,392	)		—			(6,553	)		—			(132,834	)

Income (loss) before income taxes		(11,844	)		66,634			481,447			49,916			(27,187	)
Benefit for income taxes		—			—			13,736			—			34,299

Net income (loss)	$	(11,844	)	$	66,634		$	495,183		$	49,916		$	7,112

Other Financial Data
Net cash provided by operating activities	$	86,842		$	137,116		$	373,369		$	61,300		$	79,123
Net cash used in investing activities	$	(240,237	)	$	(298,326	)	$	(51,650	)	$	(54,465	)	$	(156,645	)
Net cash provided by (used in) financing activities	$	194,119		$	207,520		$	820,386		$	937		$	(417,765	)
Capital expenditures	$	136,740		$	279,948		$	465,748		$	91,856		$	152,164
EBITDA(1)	$	156,250		$	240,810		$	681,216		$	97,814		$	12,467
Ratio of earnings to fixed charges(2)		—			1.5	x		4.3	x		2.4	x		—

Other Las Vegas Properties Operating Data
Occupancy(5)(6)		95.6	%		96.0	%		97.0	%		98.9	%		97.8	%
Average daily room rate(5)(7)	$	196		$	204		$	220		$	236		$	243
Revenue per available room(5)(8)	$	187		$	195		$	213		$	233		$	237
Average number of table games(5)(9)		126			126			135			130			134
Table games drop per unit per day(5)(10)	$	18,808		$	17,969		$	20,776		$	21,939		$	25,603
Average number of slot machines(5)(11)		2,036			1,995			2,001			2,002			1,993
Slot machine win per unit per day(5)(12)	$	136		$	165		$	191		$	173		$	176
Number of Sands Expo Center visitors per day(5)(13)		7,707			7,709			5,617			5,233			4,215
Number of show days at Sands Expo Center(13)		121			116			143			58			47


	Three Months Ended March 31, 2005
	(dollars in thousands)
Macau Property Data(14)
Net income	$	56,182
EBITDA	$	62,584
Aggregate table games drop	$	1,105,990

(1)

EBITDA consists of net income before interest, taxes, depreciation and amortization. EBITDA is a supplemental non-GAAP financial measures used by management, as well as industry analysts, to evaluate operations. In particular, management utilizes EBITDA to compare the operating profitability of its casino operations with those of its competitors. We are also presenting EBITDA because it is used by some investors as a way to measure a company’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplemental performance measure to GAAP financial measures. When evaluating EBITDA, investors should consider, among other factors, (1) increasing or decreasing trends in EBITDA and (2) how EBITDA compares to levels of debt and interest expense. However, EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity) as determined in accordance with generally accepted accounting principles. We have significant uses of cash flow, including capital expenditures, interest payments and debt principal repayments, which are not reflected in EBITDA. All companies do not calculate EBITDA in the same manner. As a result, EBITDA as presented by us may not be comparable to similarly titled measures presented by other companies.

The following is a reconciliation of net income to EBITDA (in thousands):


	Year Ended December 31,									Pro Forma Year Ended December 31, 2004			Three Months Ended March 31,						Pro Forma Three Months Ended March 31, 2005
	2002			2003			2004			Pro Forma Year Ended December 31, 2004			2004			2005
Net income (loss)	$	(11,844	)	$	66,634		$	495,183	(a)	$	115,097		$	49,916		$	7,112		$	100,324
Interest income		(3,027	)		(2,125	)		(7,740	)		(7,057	)		(456	)		(7,394	)		(6,683	)
Interest expense		124,459			122,442			138,077			64,992			32,827			27,083			16,671
Provision (benefit) for income taxes		—			—			(13,736	)		16,628			—			(34,299	)		15,024
Depreciation and amortization		46,662			53,859			69,432			67,608			15,527			19,965			19,965

EBITDA	$	156,250		$	240,810		$	681,216	(b)	$	257,268	(b)	$	97,814		$	12,467		$	145,301

(a)

Includes the impact of the $417.6 million gain on the sale of the Grand Canal Shops.

(b)

Includes in corporate expense the impact of incentive payments of $62.2 million related to arranging for the sale of the Phase II mall that were made to certain of our executives in July 2004 and a $49.2 million stock-based compensation charge in the third quarter of 2004. Included in loss on disposal of assets is a $30.6 million loss accrued in the third quarter of 2004. These charges are not expected to occur again in the same magnitude in the near future.

(2)

For the purpose of calculating the historical and pro forma ratios of earnings to fixed charges, “earnings” represents pre-tax income plus amortization of capitalized interest and fixed charges, and less interest capitalized. “Fixed charges” consists of interest expense, whether expensed or capitalized, amortization of debt discount and debt financing costs, and one-third of lease expense, which we believe is representative of the interest component of lease expense, primarily comprised of rent expense associated with the heating and air conditioning provider. For the historical year ended 2002 and the historical three months ended March 31, 2005, earnings were insufficient to cover fixed charges by $12.5 million and $30.7 million, respectively. Accordingly, this ratio has not been presented for these periods.

(3)	Pro forma information gives effect to the retirement of the $120.0 million Venetian Macau floating rate senior secured notes and the payment of $1.4 million of accrued interest from cash and cash equivalents.

(4)

In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement No. 145 (“SFAS 145”) “Rescission of FASB Statements Nos. 4, 44 and 64 and Amendment of FASB Statement No. 13.” SFAS 145 addresses the presentation for losses on early retirements of debt in the statement of operations to the extent they do not meet the requirements of APB Opinion No. 30. We have adopted SFAS 145 and no longer present losses on early retirements of debt as an extraordinary item. Accordingly, prior period losses on early retirement of debt have been reclassified to other income (expense) to conform to this new presentation in the accompanying table.

(5)	Operating data represents the average for the respective periods.

(6)

Occupancy represents the percentage of total occupied rooms to total available rooms. An occupied room is a rented room for one night. Available rooms represents the number of total rooms less off-the-market rooms and out-of-order rooms. On average, during 2004, 35 rooms per day (1,057 rooms per month) were off-the-market and 0 rooms per day (3 rooms per month) were out-of-order, and during the three months ended March 31, 2005, 29 rooms per day (869 rooms per month) were off-the-market and 0 rooms per day (0 rooms per month) were out-of-order. Total occupancy uses this formula for every day in a period cited while mid-week occupancy period uses the same formula described above for the period Sunday night through Thursday night for the total period cited.

(7)	Average daily room rate (“ADR”) is total room revenue divided by total occupied rooms.

(8)	Revenue per available room (“RevPAR”) is total room revenue divided by total available rooms.

(9)	Average number of table games represents the number of table games on the casino floor each day divided by the number of days.

(10)	Table games drop per unit per day represents the total table games drop divided by average number of tables divided by number of days. Table games drop represents the sum of markers issued (credit instruments) less markers repaid at the table by customers, plus cash deposited in the table drop box.

(11)	Average number of slot machines represents the number of slot machines on the casino floor each day divided by the number of days.

(12)

Slot machine win per unit per day represents the daily average of slot machine win divided by the number of slot machines in service. Win is the excess of the amount of money deposited by the player into the slot machine over the amount of money paid out of the slot machine to the player and is recorded by us as revenue.

(13)	This data is based on actual days during which a convention trade show or similar event is ongoing at the Sands Expo Center. This data excludes move-in and move-out days.

(14)	Reflects operations of the Sands Macao for the three month period ended March 31, 2005.

The following is a reconciliation of the Sands Macao net income to EBITDA for the three months ended March 31, 2005 (in thousands):


	Three Months Ended March 31, 2005
Net income	$	56,182
Interest income		(1,647	)
Interest expense		2,225
Depreciation and amortization		5,824

EBITDA	$	62,584

RISK FACTORS

Our business, operations and financial condition are subject to various risks. Some of these risks are described below, and you should take these risks into account in evaluating us or any investment decision involving us.

Risks Relating to Our Indebtedness, the Notes and the Exchange Offer

We are a parent company and our primary source of cash is and will be distributions from our subsidiaries.

We are a parent company with limited business operations of our own. Our limited operations consist of providing management to our subsidiaries, new business development investigation and implementation and the provision of certain aviation and hotel maintenance and operations services to our Las Vegas based subsidiaries. Our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties. Our subsidiaries might not generate sufficient earnings and cash flow to pay dividends or distributions in the future. Our subsidiaries are separate and distinct legal entities.

Our subsidiaries that are not guarantors of the notes have no obligation to pay any amounts due on the notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. Payments to us by our non-guarantor subsidiaries will be contingent upon their earnings and business considerations. In addition, our subsidiaries’ debt instruments and other agreements, including Las Vegas Sands Opco’s amended and restated senior secured credit facility, limit or prohibit certain payment of dividends or other distributions to us. See “Description of Other Indebtedness and Operating Agreements.”

The notes and the guarantees are effectively subordinated to our and the guarantors’ secured indebtedness and to the indebtedness of our non-guarantor subsidiaries.

The notes and the guarantees will be effectively subordinated to the existing and future secured indebtedness of us and our guarantor subsidiaries to the extent of the value of the collateral securing such indebtedness. In particular, the notes and the guarantees will be effectively subordinated to the indebtedness under Las Vegas Sands Opco’s amended and restated senior secured credit facility which is secured by substantially all of the assets of the guarantors. If we or a guarantor become insolvent or are liquidated, the lenders under our or the guarantors’ secured indebtedness will have a claim on the assets securing their indebtedness and will have priority over any claim for payment under the notes or the guarantees to the extent of such security. In the event of a bankruptcy or insolvency, it is possible that there would be no assets remaining after repayment of our secured indebtedness from which claims of the holders of the notes could be satisfied or, if any assets remained, they might be insufficient to satisfy such claims fully.

The notes and the guarantees will also be effectively subordinated to the existing and future unsecured indebtedness of all our non-guarantor subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. As of March 31, 2005, on a pro forma basis after giving effect to the refinancing transactions and the redemption of the Venetian Macau floating rate senior secured notes, assuming all term borrowings under Las Vegas Sands Opco’s amended and restated senior secured credit facility and the Phase II mall construction loan had been fully drawn, we and the guarantors would have had $1.828 billion of debt outstanding, including $1.580 billion of secured debt. In addition, the notes and the guarantees would have been effectively subordinated to $148.0 million of liabilities of our non-guarantor subsidiaries.

Our substantial debt could impair our financial condition and prevent us from fulfilling our obligations under the notes.

We are highly leveraged and have substantial debt service obligations. As of March 31, 2005, on a pro forma basis after giving effect to the refinancing transactions, the redemption of the Venetian Macau floating rate senior secured notes and assuming all term borrowings under Las Vegas Sands Opco’s amended and restated senior secured credit facility and the Phase II mall construction loan had been fully drawn, we and the guarantors would have had approximately $1.828 billion of indebtedness outstanding. We had approximately $390.0 million of available borrowings under the $450.0 million revolving credit facility of Las Vegas Sands Opco’s amended and restated senior secured credit facility.

This substantial indebtedness could have important consequences to us. For example, it could:

•

make it more difficult for us to satisfy our debt obligations, including with respect to these notes;

•

increase our vulnerability to general adverse economic and industry conditions;

•

impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, development projects, acquisitions or general corporate purposes;

•

require us to dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available for our operations;

•

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

•

place us at a competitive disadvantage compared to our competitors that have less debt; and

•

subject us to higher interest expense in the event of increases in interest rates to the extent a portion of our debt is and will continue to be at variable rates of interest.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing the notes permits us to incur additional debt. In addition, Las Vegas Sands Opco’s amended and restated senior secured credit facility permits borrowings in addition to the available revolving credit facility of up to $100.0 million, subject to certain conditions, which borrowings will be secured. We expect that our Macau subsidiaries will incur substantial additional indebtedness to construct various projects in Macau, including the Venetian Macao Casino Resort. See “Note 7—Long-Term Debt” to our consolidated financial statements. If new debt is added to our or our subsidiaries’ current debt levels, the related risks that we and they now face could intensify. See “Description of Other Indebtedness.”

The terms of our debt instruments may restrict our current and future operations, particularly our ability to finance additional growth, respond to changes or take certain actions.

Our and our subsidiaries’ current debt instruments, and any future debt instruments likely would, contain a number of restrictive covenants that impose significant operating and financial restrictions on us or our subsidiaries. Las Vegas Sands Opco’s amended and restated senior secured credit facility includes covenants restricting, among other things, Las Vegas Sands Opco’s ability to:

•

incur additional debt, including guarantees or credit support;

•

incur liens securing indebtedness;

•

dispose of assets;

•

make certain acquisitions;

•

pay dividends or make distributions and make other restricted payments, such as purchasing equity interests, repurchasing junior indebtedness or making investments in third parties;

•

enter into sale and leaseback transactions;

•

engage in any new businesses;

•

issue preferred stock; and

•

enter into transactions with our stockholders and our affiliates.

Las Vegas Sands Opco’s amended and restated senior secured credit facility also includes financial covenants, including requirements that Las Vegas Sands Opco satisfy:

•

a minimum consolidated net worth test;

•

a maximum consolidated capital expenditure test;

•

a minimum consolidated interest coverage ratio; and

•

a maximum consolidated leverage ratio.

The indenture governing the notes also restricts, among other things, our ability and that of the guarantors to incur liens and enter into certain sale and lease-back transactions.

In addition, our other debt and future debt or other contracts could contain financial or other covenants more restrictive than those applicable to the above instruments.

Our failure to comply with the covenants contained in our and our subsidiaries’ debt instruments, including our failure as a result of events beyond our control, could result in an event of default which could materially and adversely affect our operating results and our financial condition.

If there were an event of default under one of our debt instruments, the holders of the defaulted debt may be able to cause all amounts outstanding with respect to that debt to be due and payable immediately. This, in turn, would cause all amounts outstanding under certain of our other debt instruments to be due and payable immediately. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments, either upon maturity or if accelerated upon an event of default, or that we would be able to refinance or restructure the payments on those debt securities. Further, if we are unable to repay, refinance or restructure our indebtedness under the amended and restated senior secured credit facility, the lenders under that facility could proceed against the collateral securing that indebtedness. In that event, any proceeds received upon a realization of the collateral would be applied first to amounts due under the contemplated amended and restated senior secured credit facility before any proceeds would be available to make payments to others, including holders of the notes. See “—The notes and the guarantees are effectively subordinated to our and the guarantors’ secured indebtedness and to the indebtedness of our non-guarantor subsidiaries.” In addition, any event of default or declaration of acceleration under one debt instrument could result in an event of default under one or more of our other debt instruments, including the notes.

Other than covenants limiting liens, certain sale and lease-back transactions and certain corporate transactions, the indenture governing the notes does not contain restrictive covenants.

The indenture governing the notes does not contain restrictive covenants that would protect you from many kinds of transactions that may adversely affect you. In particular, the indenture does not contain covenants limiting any of the following:

•

the incurrence of additional indebtedness by us or our subsidiaries;

•

the issuance of stock of our subsidiaries;

•

the payment of dividends and certain other payments by us and our subsidiaries;

•

our creation of restrictions on the ability of our subsidiaries to make payments to us; or

•

our ability to enter into certain transactions with affiliates.

Although the terms of some of our subsidiaries’ debt instruments, including the Las Vegas Sands Opco’s amended and restated senior secured credit facility, contain a number of restrictive covenants, these covenants could cease to apply to us if we retire or amend any of these debt instruments or obtain waivers thereunder.

We may not be able to generate sufficient cash flow to meet our debt service obligations, including payments due on the notes, because our ability to generate cash depends on many factors beyond our control.

Our ability to make scheduled payments due on our debt obligations, including the notes, and to fund planned capital expenditures and development efforts will depend on our ability to generate cash in the future. To a certain extent, this is subject to a range of economic, financial, competitive, legislative, regulatory, business and other factors, many of which are outside of our control. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including payments due on the notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or raising additional capital. We cannot assure you that any refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales or the amount of proceeds realized from those sales, or that additional financing could be obtained on acceptable terms, if at all, or would be permitted under the terms of our various debt instruments then in effect. Our failure to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations on the notes.

We may not be able to fulfill our repurchase obligations in the event of a change of control. We may also enter into important corporate transactions that will not constitute a change of control.

If we experience certain specific change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount of the notes plus accrued and unpaid interest and special interest, if any, to the date of repurchase. Any change of control would also constitute a default under Las Vegas Sands Opco’s amended and restated senior secured credit facility. Therefore, upon the occurrence of a change of control, the lenders under the amended and restated senior secured credit facility would have the right to accelerate their loans and we would be required to prepay all outstanding obligations under the amended and restated senior secured credit facility. We cannot assure you that we will have available funds sufficient to pay the change of control purchase price for any or all of the notes that might be delivered by holders of the notes seeking to accept the change of control offer. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “change of control” under the indenture governing the notes. See “Description of Notes—Repurchase at the Option of Holders—Change of Control.”

Federal and state statutes allow courts, under specific circumstances, to void the guarantees and require noteholders to return payments received from us or the guarantors.

Our creditors or the creditors of our guarantors could challenge the guarantees as fraudulent conveyances or on other grounds. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the delivery of the guarantees could be found to be a fraudulent transfer and declared void if a court determined that the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•

delivered the guarantee with the intent to hinder, delay or defraud its existing or future creditors; or

•

received less than reasonably equivalent value or did not receive fair consideration for the delivery of the guarantee and any of the three following conditions apply:

•

was insolvent or rendered insolvent at the time it delivered the guarantee;

•

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

•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

If a court declares the guarantees to be void, or if the guarantees must be limited or voided in accordance with their terms, any claim you may make against us for amounts payable on the notes would, with respect to amounts claimed against the guarantors, be subordinated to the debt of our guarantors, including trade payables. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

The terms of the indenture governing the notes limit the ability of the trustee and the holders of the notes to exercise certain remedies to seek or request a sale or liquidation of capital stock of our subsidiaries under certain circumstances. This may result in holders of the notes receiving less in a liquidation or sale of our assets and the assets of the guarantors than they otherwise would in the absence of such restrictions.

Subject to certain exceptions, the trustee and each noteholder, by accepting a note, agrees that in the event that the outstanding principal amount of the notes becomes due and payable (whether at maturity, by acceleration or otherwise) and is not paid when due, then, before seeking, directly or indirectly through any court, the sale, liquidation or seizure of the capital stock of any of our direct or indirect subsidiaries, the trustee and such noteholder will (for the 60-day period beginning on the date when the outstanding principal amount of the notes first becomes due and payable) seek first to sell, liquidate or seize other assets of ours or any of the guarantors. The provisions of the indenture do not otherwise limit the rights of the trustee and the noteholders to exercise remedies. As a result of these restrictions, the trustee and the noteholders may not take any action to seek or request us or any guarantor of the notes to sell or liquidate the capital stock of any subsidiary for 60 days in order to pay the notes after they become due and payable. During such 60-day period, the value of the capital stock of our subsidiaries may decline and the noteholders could recover less on their notes than they would otherwise be entitled in the absence of such restrictions.

There is no established trading market for the exchange notes, and you may not be able to sell them quickly or at the price that you paid.

The exchange notes are a new issue of securities and there is no established trading market for the notes. We do not intend to apply for the exchange notes to be listed on any securities exchange or to arrange for quotation on any automated dealer quotation systems. As a result, any trading market for the exchange notes may not be

very liquid. If no active trading market develops, you may not be able to resell your exchange notes at their fair market value or at all.

We cannot assure you that you will be able to sell your exchange notes at a particular time or that the prices that you receive when you sell will be favorable. The trading market for the exchange notes or, in the case of any holders of notes that do not exchange them, the trading market for the initial notes following the offer to exchange the initial notes for exchange notes may not be very liquid. Future trading prices of the initial notes and exchange notes will depend on many factors, including:

•

our operating performance and financial condition;

•

the interest of securities dealers in making a market; and

•

the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the initial notes and the exchange notes will be subject to disruptions. Any disruptions may reduce the value of the notes, regardless of our prospects and financial performance.

The issuance of the exchange notes may adversely affect the market for the initial notes.

To the extent the initial notes are tendered and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted initial notes could be adversely affected. Because we anticipate that most holders of the initial notes will elect to exchange their initial notes for exchange notes due to the absence of restrictions on the resale of exchange notes under the Securities Act, we anticipate that the liquidity of the market for any initial notes remaining after the completion of this exchange offer may be substantially limited. Please refer to the section in this prospectus entitled “The Exchange Offer—Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences.”

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes.

Based on interpretations of the staff of the Commission contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your exchange notes. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur liability under this act. We do not and will not assume, or indemnify you against, this liability.

Risks Related to Our Business

Our business is particularly sensitive to reductions in discretionary consumer spending as a result of downturns in the economy.

Consumer demand for hotel casino resorts, trade shows and conventions and for the type of luxury amenities we offer is particularly sensitive to downturns in the economy. Changes in consumer preferences or discretionary consumer spending brought about by factors such as fears of war, future acts of terrorism, general economic conditions, disposable consumer income, fears of recession and changes in consumer confidence in the economy could reduce customer demand for the luxury products and leisure services we offer, thus imposing practical limits on pricing and harming our operations.

Our business is sensitive to the willingness of our customers to travel. Acts of terrorism and developments in the conflict in Iraq could cause severe disruptions in air travel that reduce the number of visitors to our facilities, resulting in a material adverse effect on our financial condition, results of operations and cash flows.

We are dependent on the willingness of our customers to travel. A substantial number of our customers for the Venetian Casino Resort use air travel to come to Las Vegas. On September 11, 2001, acts of terrorism occurred in New York City, Pennsylvania and Washington, D.C. As a result of these terrorist acts, domestic and international travel was severely disrupted, which resulted in temporarily decreased customer visitation to Las Vegas, including to the Venetian Casino Resort and the Sands Expo Center. In addition, developments in the conflict in Iraq could have a similar effect on domestic and international travel. Most of our customers travel to reach either the Venetian Casino Resort or the Sands Macao. Only a small amount of our business is generated by local residents. Management cannot predict the extent to which disruptions in air travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would adversely affect our financial condition, results of operations or cash flows.

An outbreak of severe acute respiratory syndrome or other highly infectious disease could adversely affect the number of visitors to our facilities and disrupt our operations, resulting in a material adverse effect on our financial condition, results of operations and cash flows.

In 2003, Taiwan, China, Hong Kong, Singapore and certain other regions experienced an outbreak of a new and highly contagious form of atypical pneumonia now known as severe acute respiratory syndrome. As a result of the outbreak, there was a decrease in travel to and from, and economic activity in, affected regions, including Macau. If an outbreak recurs or if an outbreak of another highly infectious disease occurs, it may adversely affect the number of visitors to the Sands Macao, the Venetian Casino Resort or the Sands Expo Center and our business and prospects. Furthermore, an outbreak might disrupt our ability to adequately staff our business and could generally disrupt our operations. If any of our customers or employees is suspected of having contracted severe acute respiratory syndrome or such other disease, we may be required to quarantine such customers or employees or the affected areas of our facilities and temporarily suspend part or all of our operations at affected facilities. Any new outbreak of severe acute respiratory syndrome or other infectious diseases could have a material adverse effect on our financial condition, results of operations and cash flows.

There are significant risks associated with our planned construction projects, which could adversely affect our financial condition, results of operations or cash flows from these planned facilities.

Our ongoing and future construction projects, such as the Palazzo Casino Resort and the Venetian Macao Casino Resort, entail significant risks. Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain. Construction projects are subject to cost overruns and delays caused by events not within our control or, in certain cases, our contractors’ control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and /or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment. Construction, equipment or staffing problems or difficulties in obtaining any of the requisite materials, licenses, permits, allocations and authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize or prevent the construction or opening of such projects or otherwise affect the design and features of the Palazzo Casino Resort and the Venetian Macao Casino Resort or other projects.

We have not entered into a fixed-price or guaranteed maximum price contract with a construction manager or general contractor for the construction of the Palazzo Casino Resort and do not expect to do so for the Venetian Macao Casino Resort. As a result, we will rely heavily on our in-house development and construction team to manage construction costs and coordinate the work of the various trade contractors. The lack of any fixed-price contract with a construction manager or general contractor will put more of the risk of cost-overruns on us. If we are unable to manage costs or we are unable to raise additional capital required to complete the

Palazzo Casino Resort or the Venetian Macao Casino Resort, we may not be able to open or complete these projects, which may have an adverse impact on our business and prospects for growth.

The anticipated costs and completion date for the Palazzo Casino Resort are based on a budget, design, development and construction documents and schedule estimates that we have prepared with the assistance of architects and are subject to change as the design, development and construction documents are finalized and more actual construction work is performed. The completion date for the Venetian Macao Casino Resort is management’s current estimate based on the development work done to date. A failure to complete the Palazzo Casino Resort or the Venetian Macao Casino Resort on budget or on schedule may adversely affect our financial condition, results of operations or cash flows. Also see “—Risks Associated with Our International Operations—We are required to make substantial additional investments in Macau and build and open the Venetian Macao Casino Resort by June 2006 and a convention center by December 2006. Unless we obtain an extension, we will lose our right to continue to operate the Sands Macao or any other facilities developed under the subconcession.”

We currently have no financing commitments for the Venetian Macao Casino Resort. In addition, the debt agreements into which Las Vegas Sands Opco and its subsidiaries have entered to fund the construction of the Palazzo Casino Resort contain significant conditions that must be satisfied in order for Las Vegas Sands Opco and its subsidiaries to be able to use the proceeds available under these facilities, including:

•

using the remaining proceeds from the sale of The Grand Canal Shops mall and cash on hand in an aggregate amount of $552.0 million for construction costs before any borrowings under Las Vegas Sands Opco’s amended and restated senior secured credit facility are used for construction costs, and a cash equity investment of approximately $25.0 million before any borrowings under the Phase II mall construction loan are used;

•

having sufficient funds available so that construction costs of the Palazzo Casino Resort are “in balance” for purposes of the debt instruments;

•

obtaining various consents and other agreements from third parties, including trade contractors; and

•

other customary conditions.

The failure to obtain the necessary financing, or satisfy these funding conditions, could adversely affect our ability to construct the Palazzo Casino Resort or the Venetian Macao Casino Resort.

Because we are currently dependent upon three properties in two markets for all of our cash flow, we will be subject to greater risks than a gaming company with more operating properties or that operates in more markets.

We currently do not have material assets or operations other than the Venetian Casino Resort, the Sands Expo Center and the Sands Macao. As a result, we will be entirely dependent upon these properties for all of our cash flow until we develop other properties.

Given that our operations are currently conducted at one property location in Las Vegas and one property location in Macau and that a large portion of our planned future development is in Las Vegas and Macau, we will be subject to greater degrees of risk than a gaming company with more operating properties in more markets. The risks to which we will have a greater degree of exposure include the following:

•

local economic and competitive conditions;

•

inaccessibility due to inclement weather, road construction or closure of primary access routes;

•

decline in air passenger traffic due to higher ticket costs or fears concerning air travel;

•

changes in local and state governmental laws and regulations, including gaming laws and regulations;

•

natural and other disasters, including the risk of typhoons in the South China region or outbreaks of infectious diseases;

•

an increase in the cost of electrical power for the Venetian Casino Resort/Sands Expo Center complex as a result of, among other things, power shortages in California or other western states with which Nevada shares a single regional power grid;

•

a decline in the number of visitors to Las Vegas or Macau; and

•

a decrease in gaming and non-gaming activities at the Venetian Casino Resort and the Sands Macao.

Our insurance coverage may not be adequate to cover all possible losses that the Venetian Casino Resort, the Sands Expo Center or the Sands Macao could suffer. In addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage in the future.

We currently own and operate the Venetian Casino Resort and the Sands Expo Center in Las Vegas, Nevada, and the Sands Macao in Macau, China. Although we have all-risk property insurance for each such property covering damage caused by a casualty loss (such as fire and natural disasters), each such policy has certain exclusions. In addition, our property insurance coverage for the Venetian Casino Resort and the Sands Expo Center is in an amount that is significantly less than the expected replacement cost of rebuilding the complex if there was a total loss. Our level of insurance coverage for the Venetian Casino Resort and the Sands Expo Center may not be adequate to cover all losses in the event of a major casualty. In addition, certain casualty events, such as labor strikes, nuclear events, acts of war, loss of income due to cancellation of room reservations or conventions due to fear of terrorism, deterioration or corrosion, insect or animal damage and pollution, might not be covered at all under our policies. Therefore, certain acts could expose us to heavy, uninsured losses.

In addition, although we currently have certain insurance coverage for occurrences of terrorist acts with respect to the Venetian Casino Resort, the Sands Expo Center and the Sands Macao and certain losses that could result from these acts, our terrorism coverage is subject to the same risks and deficiencies as those described above for our all risk property coverage. The lack of sufficient insurance for these types of acts could expose us to heavy losses in the event that any damages occur, directly or indirectly, as a result of terrorist attacks, which could have a significant negative impact on our operations.

In addition to the damage caused to our property by a casualty loss (such as fire, natural disasters, acts of war or terrorism), we may suffer disruption of our business as a result of these events or be subject to claims by third parties injured or harmed. While we carry business interruption insurance and general liability insurance, such insurance may not be adequate to cover all losses in such event.

We renew our insurance policies on an annual basis. The cost of coverage may become so high that we may need to further reduce our policy limits or agree to certain exclusions from our coverage. Among other factors, it is possible that the situation in Iraq, homeland security concerns, other catastrophic events or any change in the current U.S. statutory requirement that insurance carriers offer coverage for certain acts of terrorism could materially adversely affect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits) and additional exclusions from coverage. Among other potential future adverse changes, in the future we may elect to not, or may not be able to, obtain any coverage for losses due to acts of terrorism.

Our debt instruments and other material agreements require us to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in an event of default under our debt instruments. Also see “—Risks Associated with Our International Operations—The Macau government can terminate our subconcession under certain circumstances without compensation to us, which could have a material adverse effect on our operations and financial condition.”

We depend on the continued services of key managers and employees. If we do not retain our key personnel or attract and retain other highly skilled employees, our business will suffer.

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team, including Mr. Adelson. Each of Mr. Adelson, William Weidner, Bradley Stone, Robert Goldstein, Scott Henry and Brad Serwin have entered into employment agreements. However, we cannot assure you that any of these individuals will remain with us. We currently do not have a life insurance policy on any of the members of the senior management team. The death or loss of the services of any of our senior managers or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business.

We are controlled by a principal stockholder whose interest in our business may be different than yours.

Mr. Adelson and trusts for the benefit of Mr. Adelson and his family members beneficially own approximately 86.8% of our outstanding common stock. Accordingly, Mr. Adelson exercises significant influence over our business policies and affairs, including the composition of our board of directors and any action requiring the approval of our stockholders, including the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets. The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of Mr. Adelson. Because Mr. Adelson and trusts for the benefit of Mr. Adelson and his family members own more than 50% of the voting power of our company, we are considered a controlled company in connection with the New York Stock Exchange (the “NYSE”) listing standards. As such, the NYSE corporate governance requirements that our board of directors and our compensation committee be independent do not apply to us. As a result, the ability of our independent directors to influence our business policies and affairs may be reduced. The interests of Mr. Adelson may conflict with your interests.

For additional information regarding the share ownership of, and our relationship with, Mr. Adelson, you should read the information under the headings “Principal Stockholders” and “Certain Relationships and Related Party Transactions.”

We are currently in the development stage of several projects that are subject to a variety of contingencies that may ultimately prevent the realization of such plans.

We have several new projects in development, including building and operating the Venetian Macao Casino Resort and a collection of Las Vegas-style casino and showroom facilities under leases with third parties along the Cotai Strip, exploring opportunities for casino gaming operations into certain other domestic and foreign jurisdictions, including the United Kingdom, Singapore, Japan and Thailand and certain other foreign jurisdictions, participating in a joint venture to develop a gaming and retail complex in Bethlehem, Pennsylvania. In a number of jurisdictions, such as the United Kingdom and Japan, current laws do not permit casino gaming of the type we propose to develop. These projects are subject to a number of contingencies, including, but not limited to, adverse developments in applicable legislation, our inability to reach satisfactory, final agreements with necessary third parties or meet the conditions provided for thereunder, and our inability to raise sufficient financing to fund such projects. In addition, luxury casino resort projects require substantial amounts of capital. As a result, our various plans for the development of our operations may not ultimately be realized as currently planned, or at all. Even if we are successful in launching any of these ventures, we cannot assure you that any of these projects would be successful, or that their operations would not have a material adverse effect on our financial position, results of operations or cash flows.

An unaffiliated party may not have paid the same consideration that we paid to acquire Interface Holding. As a result, Las Vegas Sands Opco might have paid higher consideration for these assets than the fair market value of such assets to an unaffiliated party that does not also own the Venetian Casino Resort.

Because the Interface Holding acquisition transactions were reorganization transactions which Las Vegas Sands Opco consummated in anticipation of entering into financing agreements for the Palazzo Casino Resort, this acquisition was not conducted by means of a bidding or other marketing process and Las Vegas Sands Opco did not obtain an independent appraisal for the determination of the private company stock price of Interface Holding in these transactions. Furthermore, because of the unique nature of these properties and the fact that they constitute part of an integrated complex, it is difficult to compare this acquisition to other similar transactions. We cannot assure you that an unaffiliated third party would have paid the same consideration for these assets. As a result, Las Vegas Sands Opco might have paid higher consideration for these assets than the fair market value of such assets to an unaffiliated party that does not also own the Venetian Casino Resort.

Risks Associated with Our Las Vegas Operations

We face significant competition in Las Vegas which could materially adversely affect our financial condition, results of operations or cash flows. Some of our competitors have substantially greater resources and access to capital than we have. In addition, any significant downturn in the trade show and convention business would significantly and adversely affect our mid-week occupancy rates and business.

The hotel, resort and casino business in Las Vegas is highly competitive. See “Business—The Las Vegas Market—Competition in Las Vegas.” The Venetian Casino Resort competes with a large number of major hotel-casinos and a number of smaller casinos located on and near the Strip and in and near Las Vegas. Competitors of the Venetian Casino Resort include major resorts on the Strip, such as the Wynn Las Vegas Resort, which opened on April 28, 2005, the Bellagio, the Mandalay Bay Resort & Casino and Paris Las Vegas. Wynn Resorts Ltd. has recently announced plans to add a second hotel tower at Wynn Las Vegas which is expected to include 2,000 – 2,300 suites and additional casino, retail and convention space. The new project is tentatively called Encore at Wynn Las Vegas and is expected to open in 2008. Caesars expects its approximately 1,000 hotel room addition which was announced in 2003, to be completed in the second half of 2005. In December 2004, the new 928-room Bellagio spa tower opened. In addition, a renovation and rebranding of the approximately 2,600-room Aladdin has been announced. The Aladdin opened in August 2000 and later filed for bankruptcy. We also compete, to some extent, with other hotel-casino facilities in Nevada and in Atlantic City, as well as hotel-casinos and other resort facilities and vacation destinations elsewhere in the United States and around the world. Many of our competitors are subsidiaries or divisions of large public companies and may have greater financial and other resources than we have. In particular, the merger of Mandalay Resort Group, the operator of the Mandalay Bay Resort & Casino, with MGM Mirage, the operator of the MGM Grand Hotel and Casino, the Mirage and Treasure Island Hotel and Casino which was completed on April 25, 2005, and the proposed acquisition of Caesar’s Entertainment Inc. by Harrah’s Entertainment resulted, or are expected to result, in the creation of the world’s two largest gaming companies. Additionally, MGM Mirage has recently announced plans to develop and build a multi-billion dollar urban complex consisting of hotels and condominium towers, currently known as Project CityCenter. The first phase of Project CityCenter, which will include a casino resort, three “boutique” hotels, retail, dining and entertainment venues, luxury condominium, hotel/condominium and private residence clubs is expected to open in 2009. A newly formed company, Fontainebleau Resorts, plans to build a 4,000-room hotel and casino on the north end of the strip. The $1.5 billion project is expected to open in 2008.

According to the LVCVA, there were approximately 131,119 hotel and motel rooms in Las Vegas as of March 31, 2005. Various competitors on the Strip have announced several expansions and renovations of existing facilities. If demand for hotel rooms does not keep up with the increase in the number of hotel rooms, competitive pressures may cause reductions in average room rates. In addition, several of our competitors have announced or completed the construction of all-suites products, including an approximately 1,100 room all-suites tower at the Mandalay Bay Resort & Casino which was completed in December 2003, and a 928-room tower at Bellagio, which was completed in December 2004.

We also compete with legalized gaming from casinos located on Native American tribal lands. Native American tribes in California are permitted to operate casinos with video gaming machines, black jack and house-banked card games. The governor of California has entered into compacts with numerous tribes in California and has recently announced the execution of a number of new compacts with no limits on the number of gaming machines, which was limited under the prior compacts. The federal government has approved numerous compacts in California and casino-style gaming is now legal on those tribal lands. While the competitive impact on our operations in Las Vegas from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of gaming in California and other areas located near the Venetian Casino Resort could have an adverse effect on our results of operations.

In addition, certain states have legalized, and others may legalize, casino gaming in specific areas, including metropolitan areas from which we traditionally attract customers, such as New York, Los Angeles, San Francisco and Boston. In October 2001, the New York legislature approved a bill for expanded casino gaming on Native American reservations and video lottery terminals at certain race tracks. In 2003 and 2004, Maine and Pennsylvania, respectively, approved legislation legalizing slot machines or similar electronic gaming devices at certain locations, although such legislation has not been implemented yet. A number of states have permitted or are considering permitting gaming at “racinos,” on Native American reservations and through expansion of state lotteries. The current global trend toward liberalization of gaming restrictions and resulting proliferation of gaming venues could result in a decrease in the number of visitors to our Las Vegas facilities by attracting customers close to home and away from Las Vegas, which could adversely affect our financial condition, results of operations or cash flows.

As a result of the large number of trade shows and conventions held in Las Vegas, the Sands Expo Center and the Congress Center provide recurring demand for mid-week room nights for business travelers who attend these events. The attendance level at the trade shows and conventions that we host contribute to our higher-than-average mid-week occupancy rates. The Sands Expo Center and Congress Center presently compete with other large convention centers, including convention centers in other cities. Competition will be increasing for the Congress Center and the Sands Expo Center as a result of certain planned additional convention and meeting facilities as well as the enhancement or expansion of existing convention and meeting facilities in Las Vegas. With the expansion of their facilities, the Las Vegas Convention Center, an approximately 3.2 million square foot convention and exhibition space facility, and the Mandalay Bay Convention Center, an approximately 1.8 million square foot convention center opened in 2003, will continue to be major competitors of the Sands Expo Center and will be able to solely host many large trade shows which had previously split space between the Las Vegas Convention Center and the Sands Expo Center. The Las Vegas Convention Center has also announced a major upgrade of its facilities. Because large convention and trade shows are often booked more than one year in advance, the competition from new or expanded facilities may not yet be fully realized. Moreover, management anticipates increased competition from the MGM Grand Hotel and Casino and the Mirage, which have significant conference and meeting facilities. Also, cities such as Boston, Orlando and Pittsburgh are in the process of developing, or have announced plans to develop, convention centers and other meeting, trade and exhibition facilities that may materially adversely affect us. To the extent that these competitors are able to capture a substantially larger portion of the trade show and convention business, there could be a material adverse impact on our financial position, results of operations or cash flows.

The loss of our gaming license or our failure to comply with the extensive regulations that govern our operations could have an adverse effect on our financial condition, results of operations or cash flows.

Our gaming operations and the ownership of our securities are subject to extensive regulation by the Nevada Gaming Commission, the Nevada State Gaming Control Board and the Clark County Liquor and Gaming Licensing Board. These gaming authorities have broad authority with respect to licensing and registration of our business entities and individuals investing in or otherwise involved with us.

Although we currently are registered with, and Las Vegas Sands Opco currently holds gaming licenses issued by, the Nevada gaming authorities, these authorities may, among other things, revoke the gaming license

of any corporate entity or the registration of a registered corporation or any entity registered as a holding company of a corporate licensee for violations of gaming regulations.

In addition, the Nevada gaming authorities may, under certain conditions, revoke the license or finding of suitability of any officer, director, controlling person, stockholder, noteholder or key employee of a licensed or registered entity. If our gaming licenses were revoked for any reason, the Nevada gaming authorities could require the closing of the casino, which would have a material adverse effect on our business. In addition, compliance costs associated with gaming laws, regulations or licenses are significant. Any change in the laws, regulations or licenses applicable to our business or gaming licenses could require us to make substantial expenditures or could otherwise have a material adverse effect on our operations.

The Nevada State Gaming Control Board investigates or reviews the records of gaming companies for compliance with gaming regulations as part of its regular oversight functions. Las Vegas Sands Opco has been investigated for thirteen violations, which resulted in a penalty of $663,000 and regulatory investigation costs of $337,000 being assessed by and paid to the Nevada gaming authorities during March 2004. The violations included a drawing for prizes in Chinese New Year celebrations where an executive pre-selected the grand prize winners, a few instances of non-compliance with procedures governing promotional disbursements before June 2001, two instances of improper handling of imported wine, a few instances of non-compliance with procedures governing voiding of credit instruments during the period shortly after the opening of the Venetian Casino Resort, inadequate training and reporting of a cash payment at a branch office, a prohibited sports wager by an employee and the failure to prevent a credit scheme including nine patrons, which resulted in unpaid credit obligations.

For a more complete description of the gaming regulatory requirements affecting our business, see “Business—Regulation and Licensing.”

Beneficial owners of our debt securities may be required to file an application with and be investigated by the Nevada gaming authorities, and the Nevada Gaming Commission may restrict the ability of a beneficial owner to receive any benefit from our debt securities and may require the disposition or redemption of our debt securities, if a beneficial owner is found to be unsuitable.

Any person who acquires beneficial ownership of any of our debt securities, including the notes, may be required on a discretionary basis to apply to the Nevada Gaming Commission for a finding of suitability within 30 days after the Nevada Gaming Commission requires such filing. A finding of suitability is comparable to licensing and the applicant must pay all costs of investigation incurred by such Nevada gaming authorities in conducting such investigation.

Any person who fails or refuses to apply for a finding of suitability as a beneficial owner of our debt securities within 30 days after being ordered to do so by the Nevada gaming authorities may be found to be unsuitable. Any person found to be unsuitable by the Nevada Gaming Commission to be a beneficial owner of our debt securities and who continues to hold, directly or indirectly, beneficial ownership of our voting securities beyond such period of time as may be prescribed by the Nevada Gaming Commission, may be guilty of a criminal offense. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a beneficial owner of our debt securities or to have any other relationship with us, we:

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pay that person any dividend, interest or any distribution whatsoever upon our debt securities;

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allow that person to exercise, directly or indirectly, any voting right conferred through our debt securities held by that person;

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pay that person any remuneration in any form; or

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make any payment to that person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

The indenture for the notes includes provisions intended to help us comply with these requirements. See “Description of Notes—Mandatory Gaming Redemption.”

For a more complete description of the Nevada gaming regulatory requirements applicable to beneficial owners of our debt securities, see “Business—Regulation and Licensing—State of Nevada.”

We are involved in a lawsuit with the construction manager regarding the original construction of the Venetian Casino Resort, which could have an adverse impact on our financial condition, results of operations or cash flows.

The construction of the principal components of the Venetian Casino Resort was undertaken by Lehrer McGovern Bovis, Inc. which we refer to as “Bovis” pursuant to a construction management agreement, as amended. Bovis’ obligations were guaranteed by its corporate parent companies. In 1999, Venetian Casino Resort, LLC filed a complaint against Bovis in the United States District Court for the District of Nevada relating to the construction of the Venetian Casino Resort. In response, Bovis filed a complaint against Venetian Casino Resort, LLC in the District Court of Clark County, Nevada state court action. Commencing in 2000, the construction manager and we engaged in certain arbitration proceedings ordered by the federal court.

In connection with these disputes, Bovis and its subcontractors filed certain mechanics liens against the Venetian Casino Resort. We have purchased surety bonds for virtually all of the claims underlying these liens. As a result, there can be no foreclosure of the Venetian Casino Resort in connection with the claims of the construction manager and its subcontractors. However, we will be required to pay or immediately reimburse the bonding company if and to the extent that the underlying claims are judicially determined to be valid. It is likely to take a significant amount of time for their validity to be judicially determined.

We have purchased an insurance policy for loss coverage in connection with all litigation relating to the construction of the Venetian Casino Resort. Under the insurance policy, we will self-insure the first $45.0 million of covered losses (excluding defense costs) and the insurer will insure defense costs and other covered losses up to the next $80.0 million. Approximately $26.6 million of the $80.0 million of policy limits has been utilized to date in connection with the litigation. The Insurance Policy provides coverage (subject to certain exceptions) for amounts determined in the construction litigation to be owed to Bovis or its subcontractors, and lien claims of, or acquired by, Bovis as well as any defense costs. The principal exclusions from coverage are lien claims of Bovis’ subcontractors against us which we refer to as direct claims and certain claims relating to infrastructure for the Palazzo, which is currently under construction which we refer to as Lido claims. Up to $36.5 million in direct claims and $8.5 million in Lido claims can be applied to satisfaction of the $45 million self-insured retention under the Insurance Policy.

After trial in the state court action, the jury awarded Bovis approximately $44.0 million in damages and awarded us approximately $2.0 million in damages. We have filed a notice of appeal to the Nevada Supreme Court and several motions for reconsideration to the trial court, which have not yet been ruled upon by the state court judge.

In May 2005, we entered into a settlement agreement with Midwest Drywall Company, one of the sub-contractors, which brought a direct claim. Upon satisfaction of certain conditions, including the Bovis state court trial judge agreeing to offset the principal and interest payments made by us to Midwest against the Bovis jury award and interest thereon, respectively, in the state court action, we will pay Midwest $5.3 million cash in full settlement of the claims against us by the sub-contractor. On June 2, 2005, the State Court trial judge rendered an oral ruling refusing to grant the offset, but no order has been entered yet. This payment, if made, will be credited toward our self-insured retention under the insurance policy, along with other payments for direct claims, up to an aggregate of $36.5 million. If the total amount paid by the Company to settle direct claims exceeds the final judgment in favor of Bovis at the conclusion of all arbitrations and appeal, the Nevada lien statutes would entitle us to recover back from Bovis that portion of the direct claim payments in excess of the amounts determined to

be owed to Bovis. Bovis’ obligations to pay back these amounts to the Company is guaranteed by its former parent company, the Peninsular and Oriental Steam Navigation Company.

Notwithstanding the entry of judgment in the state court action, we have continued to pursue certain claims in the arbitration proceedings, which we believe may provide a basis for reducing the amount awarded to Bovis in the state court action. Because of the magnitude of the remaining open items in the arbitration proceedings, which we believe must be considered in any ultimate award between the parties; we are not able to determine with any reasonable certainty the value of such claims or the probability of success on such claims at this time. Accordingly, no accrual for a liability has been reflected in the accompanying financial statements for this matter, other than approximately $7.2 million, which we had previously accrued for unpaid construction costs and which have not yet been paid pending outcome of the litigation.

Based on the judgment in the state court action and the remaining open items in the arbitration proceedings, we estimate that our range of loss in this matter is from zero (or a gain if all remaining matters are determined in our favor and considering the existing accrual of approximately $7.2 million for unpaid construction costs) to approximately $70.0 million (the original verdict of $42.0 million plus $28.0 million, representing all remaining indemnity claims and arbitration matters) if we were to lose all remaining arbitration matters and related pending actions and appeals that counsel has advised are possible of loss, and that are not already included in the state court action. Such range of loss is before attorneys’ fees, costs and interest, which were awarded by the Court by Orders in March 2005 in the amount of $19.7 million in prejudgment interest, $9.2 million in costs and $9.6 million in attorneys’ fees. Substantially all of our attorneys’ fees and costs related to the defense and prosecution of claims arising out of this matter are being paid by the insurance policy.

There are three ways the state court judgment may change before it can be executed on by Bovis. First, if we are successful in proving our remaining claims in the federal court ordered arbitrations, the arbitration credit awards, in total, could, in our opinion, offset up to $28.0 million of the verdict. Second, we believe that certain elements of the verdict should be preempted because they are duplicative of items ordered to arbitration by federal court before the state court jury trial began. It is our position that the arbitration awards should be substituted for the portions of the verdict which overlap. In a March 2004 hearing, the state court judge acknowledged that the verdict and the judgment on the verdict will need to be adjusted after the completion of the arbitrations. Third, any amounts of principal and interest which we are obligated to pay to Bovis’ sub-contractors as a result of the direct claims for which we do not receive indemnity from Bovis should, in our opinion, be offset against principal and interest awarded in the state court judgment.

From the summer of 2000 to the present, we actively defended approximately 25 direct claims lawsuits in Nevada State Court brought by various Bovis sub-contractors, which brought claims directly against us for monies due the sub-contractors from Bovis as permitted by Nevada lien law, pre- and post-judgment interest on such amounts and related claims. Four direct claim trials ended in judgments in favor of the sub-contractors in the aggregate amounts of approximately $15.2 million including awarded interest, costs and attorneys’ fees, but not inclusive of post judgment interest which continues to accrue, but if paid, should be deductible from any post judgment interest due Bovis on its judgment. We are appealing all of these judgments. We cannot predict the outcomes of our appeals at this time. Our costs of appeal are being paid by the insurance policy and payments, if any, we make following the conclusion of the appeals will be credited toward our self-insured retention under the insurance policy, along with other payments relating to direct claims, up to an aggregate of $36.5 million.

A number of additional direct claims are scheduled for trial in the next 12 months. We intend to vigorously defend against each of these claims and cannot predict the outcomes of these matters at this time. Our defense costs in these matters are being paid by the insurance policy.

Because of the possibility of offsetting credits that may be awarded in the arbitrations described above and the elimination of duplicative claims through the substitution of arbitration awards, and/or payments in connection with the direct claims, for the state court action verdict, no single amount within our estimated range

of any loss from this matter can be reasonably determined as an estimated loss. If there is a loss, such loss could be material to our results of operations in the period that the estimate is recorded. See “Business—Legal Proceedings.”

The construction and operation of the Palazzo Casino Resort could have an adverse effect on the Venetian Casino Resort.

We have commenced construction on the Palazzo Casino Resort, which will consist of a hotel, casino, restaurant, dining and entertainment complex, and meeting and conference center space on an approximately 15-acre site adjacent to the Venetian Casino Resort. Although we intend to construct the Palazzo Casino Resort with minimal impact on the Venetian Casino Resort, we cannot guarantee that the construction will not disrupt the operations of the Venetian Casino Resort or that it will be implemented as planned. Therefore, the construction of the Palazzo Casino Resort may adversely impact the businesses, operations and revenues of the Venetian Casino Resort. We also cannot assure you that the Palazzo Casino Resort will be as financially successful as the Venetian Casino Resort. If demand for the additional hotel rooms at the Palazzo Casino Resort is not strong, the lack of demand may adversely affect the occupancy rates and room rates realized by us. In addition, because the business concept for the Palazzo Casino Resort is very similar to that of the Venetian Casino Resort, there may not be enough demand to fill the combined hotel room capacity of the Palazzo Casino Resort and the Venetian Casino Resort.

Our failure to substantially complete construction of the Phase II mall by an agreed-upon deadline will result in our having to pay substantial liquidated damages and cause an event of default under our debt instruments.

Under our agreement with GGP, we have agreed to substantially complete construction of the Phase II mall before the earlier of 36 months after the date on which sufficient permits are received to begin construction of the Phase II mall and March 1, 2008. These dates may be extended due to force majeure or certain other delays. In the event that we do not substantially complete construction of the Phase II mall on or before the earlier of these two dates (as such dates may be extended as described in the preceding sentence), we must pay liquidated damages of $5,000 per day, for up to six months, until substantial completion (increasing to $10,000, for up to the next six months, per day if substantial completion does not occur by the end of six months after the completion deadline). If substantial completion has not occurred on or before one year after the deadline, we will be required to pay total liquidated damages in the amount of $100.0 million. In addition, failure to substantially complete construction of the Phase II mall before the agreed-upon deadline would constitute an event of default under Las Vegas Sands Opco’s amended and restated senior secured credit facility and related disbursement agreement. See “Description of Other Indebtedness and Operating Agreements—Indebtedness of Las Vegas Sands Opco—Amended and Restated Senior Secured Credit Facility—Events of Default” and “Description of Other Indebtedness and Operating Agreements—Indebtedness of Las Vegas Sands Opco—Disbursement Agreement.”

If we are unable to maintain an acceptable working relationship with GGP and/or if GGP breaches any of its material agreements with us, there could be a material adverse effect on our operations and financial condition.

We have entered into agreements with GGP under which, among other things:

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GGP has agreed to purchase the Phase II mall from us;

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GGP has agreed to operate The Grand Canal Shops mall subject to and in accordance with the cooperation agreement;

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leases for the Phase II mall, a joint opening date of the Phase II mall and the Palazzo Casino Resort and certain aspects of the design of the Phase II mall must be jointly approved by us and GGP; and

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we lease from GGP certain office space and space located within The Grand Canal Shops mall in which we are currently building the Blue Man Group theater, which is scheduled to open in September 2005, the canal and the gondola retail store.

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each of the above-described agreements with GGP could be adversely affected, in ways that could have a material adverse effect on our operations and financial condition, if we do not maintain an acceptable working relationship with GGP. For example:

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if we are unable to agree with GGP on leases for the Phase II mall, the purchase price we will ultimately be paid for the Phase II mall could be substantially reduced, and there would, at least for a certain period of time, be an empty or partially empty mall within the Palazzo Casino Resort;

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the success of the opening of the Palazzo Casino Resort may be adversely affected if there is not an agreed-upon joint opening date for the Palazzo Casino Resort and the Phase II mall;

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completion of the construction of the Phase II mall would be delayed during any period of time that we are not in agreement with GGP as to certain design elements of the Phase II mall; and

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the cooperation agreement requires that the owner of the Phase II mall and the owner of the Palazzo Casino Resort cooperate in various ways and take various joint actions, which will be more difficult to accomplish, especially in a cost-effective manner, if the parties do not have an acceptable working relationship.

There could be similar material adverse consequences to us if GGP breaches any of its agreements to us, such as its agreement to purchase the Phase II mall from us, its agreement under the cooperation agreement to operate The Grand Canal Shops mall consistent with the standards of first-class restaurant and retail complexes and the overall Venetian theme, and its various obligations as our landlord under the leases described above. Although the various agreements with GGP do provide us with various remedies in the event of any breaches by GGP and also include various dispute-resolution procedures and mechanisms, these remedies, procedures and mechanisms may be inadequate to prevent a material adverse effect on our operations and financial condition if breaches by GGP occur or if we do not maintain an acceptable working relationship with GGP.

We extend credit to a large portion of our customers, and we may not be able to collect gaming receivables from our credit players.

We conduct our gaming activities on a credit basis as well as a cash basis. This credit is unsecured. Table games players typically are extended more credit than slot players, and high-stakes players typically are extended more credit than patrons who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a positive or negative impact on cash flow and earnings in a particular quarter.

At the Venetian Casino Resort, credit play is significant while at the Sands Macao table games play is primarily cash play. We extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. Generally our table games drop at the Venetian Casino Resort is approximately 55% from credit-based guest wagering. The default rate on credit extended to our table gaming customers at the Venetian Casino Resort was approximately 1.5% of the total amount of credit for the three years ended December 31, 2004. Certain individual gaming receivables range as high as $10.0 million for a single player and could have a significant impact on our operating results if deemed uncollectible.

While gaming debts evidenced by a credit instrument, including what is commonly referred to as a “marker,” and judgments on gaming debts are enforceable under the current laws of Nevada, and Nevada judgments on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the U.S. Constitution, other jurisdictions may determine that enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the United States of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from U.S. courts are not

binding on the courts of many foreign nations. While gaming debts are enforceable in Macau, they are not enforceable in Mainland China where a substantial portion of the higher-wagering players in our Sands Macao Casino originate. We cannot assure you that we will be able to collect the full amount of gaming debts owed to us, even in jurisdictions that enforce gaming debts. Our inability to collect gaming debts could have a material adverse impact on our operating results.

Risks Associated with Our International Operations

Conducting business in Macau has certain political and economic risks which may affect the results of operations and financial condition of our Asian operations.

We currently own and operate a casino in Macau and are developing and plan to operate one or more hotels, additional casinos and convention centers in Macau, including the Venetian Macao Casino Resort. Accordingly, our business development plans, results of operations and financial condition may be materially and adversely affected by significant political, social and economic developments in Macau and throughout the rest of China and by changes in policies of the government or changes in laws and regulations or the interpretations thereof. Our operations in Macau are also exposed to the risk of changes in laws and policies that govern operations of Macau-based companies. Tax laws and regulations may also be subject to amendment or different interpretation and implementation, thereby adversely affecting our profitability after tax. Further, the variable portion of the premium we pay under our subconcession is subject to renegotiation in 2005 and the percentage of our gross gaming revenues that we must contribute annually to the Macau authorities is subject to change in 2010. These changes may have a material adverse effect on our results of operations and financial condition.

As we expect a significant number of consumers to come to the Sands Macao and the Venetian Macao Casino Resort from China, general economic conditions and policies in China could have a significant impact on our financial prospects. Any slowdown in economic growth or reversal of China’s current policies of liberalizing restrictions on travel and currency movements could adversely impact the number of visitors from China to our Macau properties as well as the amounts they are willing to spend in the casino.

Current Macau laws and regulations concerning gaming and gaming concessions are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe that our organizational structure and operations are in compliance with all applicable laws and regulations of Macau. However, these laws and regulations are complex and a court or an administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue regulations, that differ from our interpretation, which could have a material adverse effect on our results of operations or financial condition.

In addition, our activities in Macau are subject to administrative review and approval by various agencies of the Macau government. We cannot assure you that we will be able to obtain all necessary approvals, which may materially affect our long-term business strategy and operations. Macau law permits redress to the courts with respect to administrative actions. However, such redress is largely untested in relation to gaming issues.

We are required to make substantial additional investments in Macau and build and open the Venetian Macao Casino Resort by June 2006 and a convention center by December 2006. Unless we obtain an extension, we will lose our right to continue to operate the Sands Macao or any other facilities developed under the subconcession.

Under our subconcession agreement, we are obligated to develop and open the Venetian Macao Casino Resort by June 2006 and a convention center by December 2006 and invest, or cause to be invested, at least 4.4 billion patacas (approximately $547.7 million at exchange rates in effect on March 31, 2005) in various development projects in Macau by December 2009. The construction and development costs of the Sands Macao will be applied to the fulfillment of this total investment obligation. After applying all of the current estimated construction and development costs of the Sands Macao towards fulfilling our investment obligations under our

subconcession, our remaining investment obligations under our subconcession will be approximately 2.22 billion patacas (approximately $276.4 million at exchange rates in effect on March 31, 2005).

We expect that the construction and development costs of the Venetian Macao Casino Resort and additional capital improvements of the Sands Macao will satisfy the remainder of this obligation, including our obligation to build a convention center. The construction and development of the Venetian Macao Casino Resort will require significant additional debt and/or equity financing. Our ability to incur additional debt or to make investments in the entity constructing the Venetian Macao Casino Resort is limited under the terms of our debt instruments and may prevent us from fulfilling our remaining investment obligations. See “—The terms of our debt instruments may restrict our current and future operations, particularly our ability to finance additional growth, respond to changes or take some actions.” In addition, we may not be able to obtain such additional debt or equity financing on commercially reasonable terms or at all. The Macau government has the right, after consultation with Galaxy Casino Company Limited (which we refer to as Galaxy), to unilaterally terminate our subconcession without compensation to us if we fail to invest 4.4 billion patacas in Macau by December 2009.

We are currently scheduled to open the Venetian Macao Casino Resort in the second quarter of 2007. Construction of the Venetian Macao Casino Resort is subject to significant development and construction risks, including construction, equipment and staffing problems or delays and difficulties in obtaining required materials, licenses, permits and authorizations from governmental regulatory authorities, not all of which have been obtained. Construction projects are subject to cost overruns and delays caused by events not within our control or, in certain cases, our contractors’ control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment. The planning, development and construction of a hotel casino resort is difficult and time consuming. As a result, we cannot assure you that we will be able to complete the development of the Venetian Macao Casino Resort on schedule. See “—Risks Related to Our Business—There are significant risks associated with our planned construction projects, which could adversely affect our financial condition, results of operations or cash flows from these planned facilities.”

We are required under our subconcession to complete the Venetian Macao Casino Resort by June 2006. Although we believe that we will be able to obtain an extension of the June 2006 deadline under our subconcession for the completion of this project, the Macau government has the right, after consultation with Galaxy, to unilaterally terminate our subconcession to operate the Sands Macao or any of our other casino operations in Macau, without compensation to us, if we fail to develop and open the Venetian Macao Casino Resort by June 2006 and are not successful in obtaining an extension of this deadline. The loss of our subconcession would prohibit us from conducting gaming operations in Macau, which could have a material adverse effect on our results of operations and financial condition.

The Macau government can terminate our subconcession under certain circumstances without compensation to us, which would have a material adverse effect on our operations and financial condition.

The Macau government has the right, after consultation with Galaxy, to unilaterally terminate our subconcession in the event of serious non-compliance by Venetian Macau S.A. with its basic obligations under the subconcession and applicable Macau laws. The following reasons for termination are included in the subconcession:

•

the operation of gaming without permission or operation of business which does not fall within the business scope of the subconcession;

•

suspension of operations of our gaming business in Macau without reasonable grounds for more than seven consecutive days or more than 14 non-consecutive days within one calendar year;

•

unauthorized transfer of all or part of our gaming operations in Macau;

•

failure to pay taxes, premiums, levies or other amounts payable to the Macau government;

•

failure to resume operations following the temporary assumption of operations by the Macau government;

•

repeated failure to comply with decisions of the Macau government;

•

failure to provide or supplement the guarantee deposit or the guarantees specified in the subconcession within the prescribed period;

•

bankruptcy or insolvency by Venetian Macau S.A.;

•

fraudulent activity by Venetian Macau S.A.;

•

serious and repeated violation by Venetian Macau S.A. of the applicable rules for carrying out casino games of chance or games of other forms or the operation of casino games of chance or games of other forms;

•

the grant to any other person of any managing power over Venetian Macau S.A.; or

•

failure by a controlling shareholder in Venetian Macau S.A. to dispose of its interest in Venetian Macau S.A. following notice from the gaming authorities of another jurisdiction in which such controlling shareholder is licensed to operate casino games of chance to the effect that such controlling shareholder can no longer own shares in Venetian Macau S.A.

These events could lead to the termination of our subconcession without compensation to us regardless of whether they occurred with respect to us or with respect to our affiliates who will operate our Macau properties. Upon such termination, all of our casino gaming operations and related equipment in Macau would be automatically transferred to the Macau government without compensation to us and we would cease to generate any revenues from these operations. In many of these instances, the subconcession agreement does not provide a specific cure period within which any such events may be cured and, instead, we would be relying on consultations and negotiations with the Macau government to give us an opportunity to remedy any such default. In addition, the subconcession agreement contains various general covenants and obligations and other provisions, the determination as to compliance with which is subjective. We cannot assure you that we will perform such covenants in a way that satisfies the requirements of the Macau government and, accordingly, we will be dependent on our continuing communications and good faith negotiations with the Macau government to ensure that we are performing our obligations under the subconcession in a manner that would avoid a default thereunder.

Our subconcession also allows the Macau government to request various changes in the plans and specifications of our Macau properties and to make various other decisions and determinations that may be binding on us. For example, the Macau government has the right to require that additional capital be contributed to our Macau subsidiaries or that we provide certain deposits or other guarantees of performance in any amount determined by the Macau government to be necessary. Our Macau subsidiary, Venetian Macau S.A., is limited in its ability to raise additional capital by the need to first obtain the approval of the Macau gaming and governmental authorities before raising certain debt or equity. As a result, we cannot assure you that we will be able to comply with these requirements or any other requirements of the Macau government or with the other requirements and obligations imposed by our subconcession. In addition, the subconcession agreement provides that the annual fees which we pay to keep our subconcession in effect will be renegotiated at the third year of the subconcession. We cannot assure you that we will be able to reach an acceptable agreement regarding such fees with the Macau government or that the renegotiated fees will not be in an amount that materially and adversely affects our financial condition.

Furthermore, pursuant to the subconcession agreement, we are obligated to comply not only with the terms of that agreement, but also with laws and regulations that the Macau government might promulgate in the future. We cannot assure you that we will be able to comply with any such order or that any such order would not

adversely affect our ability to construct or operate our Macau properties. If any disagreement arises between us and the Macau government regarding the interpretation of, or our compliance with, a provision of the subconcession agreement, we will be relying on the consultation process with the applicable Macau governmental agency described above. During any such consultation, however, we will be obligated to comply with the terms of the subconcession agreement as interpreted by the Macau government.

Our failure to comply with the subconcession in a manner satisfactory to the Macau government could result in the termination of the subconcession. Under our subconcession, we would not be compensated if the Macau government decided to terminate the subconcession because of our failure to perform. The loss of our subconcession would prohibit us from conducting gaming operations in Macau, which could have a material adverse effect on our operations and financial condition.

We will stop generating any revenues from our Macau gaming operations if we cannot secure an extension of our subconcession in 2022 or if the Macau government exercises its redemption right in 2017.

Our subconcession agreement expires on June 26, 2022. Unless our subconcession is extended, on that date, all of our casino operations and related equipment in Macau will be automatically transferred to the Macau government without compensation to us and we will cease to generate any revenues from these operations. Beginning on December 26, 2017, the Macau government may redeem the subconcession agreement by providing us at least one year prior notice. In the event the Macau government exercises this redemption right, we are entitled to fair compensation or indemnity. The amount of such compensation or indemnity will be determined based on the amount of revenue generated during the tax year prior to the redemption. We cannot assure you that we will be able to renew or extend our subconcession agreement on terms favorable to us or at all. We also cannot assure you that if our subconcession is redeemed, the compensation paid will be adequate to compensate us for the loss of future revenues.

Our Macau operations face intense competition, which could have a material adverse effect on our financial condition, results of operations or cash flows.

The hotel, resort and casino businesses are highly competitive. See “Business—The Macau Market—Competition in Macau.” Our Macau operations currently compete with approximately 17 smaller casinos located in Macau. In addition, we expect competition to increase in the near future from local and foreign casino operators. Sociedade de Jogos de Macau (which we refer to as SJM), which currently operates 16 of these 17 other gaming facilities in Macau, had a commitment to invest at least 4.7 billion patacas (approximately $585.1 million at exchange rates in effect on March 31, 2005) in gaming, entertainment and related projects in Macau by December 2004. These projects include the upgrade of the Lisboa Hotel, Macau’s largest hotel with approximately 1,000 rooms, the development of a multimillion dollar Fisherman’s Wharf entertainment complex and a potential new casino hotel project. According to press reports, the managing director of SJM, Stanley Ho, has entered into an agreement with Publishing and Broadcasting Ltd., Australia’s biggest casino owner, under which Publishing and Broadcasting Ltd. will own a minority stake in Mr. Ho’s Park Hyatt hotel and casino development in Macau. In addition, MGM Mirage has recently announced that it has entered into a joint venture agreement with Mr. Ho’s daughter, Pansy Ho Chiu-king, to develop, build and operate a major hotel-casino resort in Macau. In April 2005, MGM obtained a subconcession allowing it to conduct gaming operations in Macau. Construction on MGM Grand Macau, which is budgeted to cost $975 million, began in May 2005 and the resort is scheduled to open in 2007. Other recently announced projects include Melco International Development Ltd.’s $1.0 billion “City of Dreams” project, which will include casino, hotel, retail, entertainment and apartment space, adjacent to the Cotai Strip and SJM’s Oceanus, an $800.0 million casino complex near the ferry terminal in Macau. The projects are scheduled to open in 2008 and 2009, respectively.

In addition, a subsidiary of our competitor, Wynn Resorts, Ltd., a Las Vegas casino operation headed by Steve Wynn, has also received a concession from the Macau government, which requires it to construct and operate one or more casino gaming properties in Macau, including a full-service casino resort by the end of 2006,

and to invest at least 4.0 billion patacas (approximately $497.9 million at exchange rates in effect on March 31, 2005) in Macau-related projects by June 27, 2009. Wynn Resorts, Ltd. has recently begun construction of a facility that would be comprised of an approximately 580-room hotel, a casino and other non-gaming amenities with a total estimated cost of $705.0 million as reported in its public filings. Wynn Resorts recently announced plans to expand the property to include additional gaming space. The expansion is scheduled to open in 2007. SJM and Wynn Resorts, Ltd. compete directly with our Macau operations.

Under its concession, Galaxy is also obligated to invest 4.4 billion patacas (approximately $547.7 million at exchange rates in effect on March 31, 2005) in development projects in Macau by June 2012. Galaxy recently opened a small casino in Macau.

We will also compete to some extent with casinos located elsewhere in Asia, such as Malaysia’s Genting Highlands, as well as gaming venues in Australia, New Zealand and elsewhere in the world, including Las Vegas. In addition, certain countries have legalized and others may in the future legalize casino gaming, including Hong Kong, Singapore, Japan, Taiwan and Thailand. We also expect competition from cruise ships operating out of Hong Kong and other areas of Asia that offer gaming. The proliferation of gaming venues in Southeast Asia could significantly and adversely affect our financial condition, results of operations or cash flows.

The Macau government could grant additional rights to conduct gaming in the future, which could have a material adverse effect on our financial condition, results of operations and cash flows.

We hold a subconcession under one of only three gaming concessions authorized by the Macau government to operate casinos in Macau, and the Macau government is precluded from granting any additional gaming concessions until 2009. However, we cannot assure you that the laws will not change and permit the Macau government to grant additional gaming concessions before 2009. In April 2005, MGM Mirage’s joint venture obtained a subconcession under SJM’s existing concession allowing it to conduct gaming operations in Macau. If the Macau government were to allow additional competitors to operate in Macau through the grant of additional concessions or subconcessions, we would face additional competition, which could have a material adverse effect on our financial condition and results of operations.

Our business could be adversely affected by the limitations of the pataca exchange markets and restrictions on the export of the renminbi.

Our revenues in Macau are denominated in patacas, the legal currency of Macau, and Hong Kong dollars. Although currently permitted, we cannot assure you that patacas will continue to be freely exchangeable into U.S. dollars. Also, because the currency market for patacas is relatively small and undeveloped, our ability to convert large amounts of patacas into U.S. dollars over a relatively short period may be limited. As a result, we may experience difficulty in converting patacas into U.S. dollars.

We are currently prohibited from accepting wagers in renminbi, the currency of China. There are currently restrictions on the export of the renminbi outside of mainland China, including to Macau. Restrictions on the export of the renminbi may impede the flow of gaming customers from China to Macau, inhibit the growth of gaming in Macau and negatively impact our gaming operations.

The Macau pataca is pegged to the Hong Kong dollar. Certain Asian countries have publicly asserted their desire to eliminate the peg of the Hong Kong dollar and the Chinese renminbi to the U.S. dollar. As a result, we cannot assure you that the Hong Kong dollar, the Chinese renminbi and the Macau pataca will continue to be pegged to the U.S. dollar, which may result in severe fluctuations in the exchange rate for these currencies. We also cannot assure you that the current peg rate for these currencies will remain at the same level. Any change in such peg rate could have a material adverse effect on our ability to make payments on certain of our debt instruments. We do not currently hedge for foreign currency risk.

Certain gaming laws apply to our planned gaming activities and associations in other jurisdictions where we operate or plan to operate.

Certain Nevada gaming laws also apply to our gaming activities and associations in jurisdictions outside the state of Nevada. We are required to comply with certain reporting requirements concerning our proposed gaming activities and associations occurring outside the state of Nevada, including Macau, Alderney and other jurisdictions. We will also be subject to disciplinary action by the Nevada Gaming Commission if we:

•

knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation;

•

fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;

•

engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada;

•

engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or

•

employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability, or who has been found guilty of cheating at gambling.

In addition, if the Nevada State Gaming Control Board determines that one of our actual or intended activities or associations in a foreign gaming operation may violate one or more of the foregoing, we can be required by it to file an application with the Nevada Gaming Commission for a finding of suitability of such activity or association. If the Nevada Gaming Commission finds that the activity or association in the foreign gaming operation is unsuitable or prohibited, we will either be required to terminate the activity or association, or will be prohibited from undertaking the activity or association. Consequently, should the Nevada Gaming Commission find that our gaming activities or associations in Macau or certain other jurisdictions where we operate are unsuitable, we may be prohibited from undertaking our planned gaming activities or associations in those jurisdictions.

The Macau gaming authorities exercise similar powers for purposes of assessing suitability in relation to our activities in jurisdictions outside of Macau.

Macau is susceptible to severe typhoons that may disrupt operations.

Macau is susceptible to severe typhoons. Macau consists of a peninsula and two islands off the coast of mainland China. On some occasions, typhoons have caused a considerable amount of damage to Macau’s infrastructure and economy. In the event of a major typhoon or other natural disaster in Macau, our business may be severely disrupted and our results of operations could be adversely affected. Although we own insurance coverage with respect to these events, we cannot assure you that our coverage will be sufficient to fully indemnify us against all direct and indirect costs, including loss of business, that could result from substantial damage to, or partial or complete destruction of, our Macau properties or other damages to the infrastructure or economy of Macau.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes “forward-looking statements,” as defined by federal securities laws, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Such forward-looking statements include the discussions of the business strategies of our company and expectations concerning future operations, margins, profitability, liquidity, and capital resources. In addition, in certain portions of this prospectus, the words: “anticipates,” “believes,” “estimates,” “seeks,” “expects,” “plans,” “intends” and similar expressions, as they relate to our company or its management, are intended to identify forward-looking statements. Although we believe that such forward-looking statements are reasonable, we cannot assure you that any forward-looking statements will prove to be correct. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risks associated with:

•

entering into new development and construction and new ventures, including our new Palazzo Casino Resort in Las Vegas and Venetian Macao Casino Resort in Macau, China;

•

increased competition and other planned construction in Las Vegas, including the opening of the Wynn Las Vegas Resort on the site of the former Desert Inn and upcoming increases in hotel rooms, meeting and convention space and retail space;

•

increased competition and other planned construction projects in Macau, including from SJM, MGM Mirage, Wynn Resorts, Ltd. and Galaxy;

•

the completion of infrastructure projects in Las Vegas and Macau;

•

government regulation of the casino industry, including gaming license approvals and regulation in foreign jurisdictions, the legalization of gaming in certain domestic jurisdictions, including Native American reservations, and regulation of gaming on the Internet;

•

passage of new legislation and receipt of governmental approvals for our proposed developments in Macau, in the United Kingdom and other jurisdictions where we are planning to operate;

•

leverage and debt service (including sensitivity to fluctuations in interest rates and other capital markets trends);

•

uncertainty of tourist behavior related to spending and vacationing at casino resorts in Las Vegas and Macau;

•

disruptions or reductions in travel due to conflicts with Iraq and any future terrorist incidents;

•

outbreaks of infectious diseases, such as severe acute respiratory syndrome, in our market areas;

•

new taxes or changes to existing tax rates;

•

fluctuations in occupancy rates and average daily room rates in Las Vegas or Macau;

•

demand for all-suites rooms;

•

the popularity of Las Vegas as a convention and trade show destination;

•

insurance risks, including the risk that we have not obtained sufficient coverage against acts of terrorism or will only be able to obtain additional coverage at significantly increased rates;

•

litigation risks, including the outcome of the pending disputes with our Venetian Casino Resort construction manager and its subcontractors; and

•

general economic and business conditions which may impact levels of disposable income, consumer spending and pricing of hotel rooms.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We assume no obligation to update any forward-looking statements after the date of this prospectus as a result of new information, future events or developments, except as required by federal securities laws.

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes in exchange for the outstanding initial notes. We are making this exchange solely to satisfy our obligations under the registration rights agreements entered into in connection with the offering of the initial notes. In consideration for issuing the exchange notes, we will receive initial notes in like aggregate principal amount.

CAPITALIZATION

The following table sets forth our cash and cash equivalents, restricted cash and cash equivalents and capitalization as of March 31, 2005 on an actual basis and on an as adjusted basis to give effect to the redemption of the Venetian Macau floating rate senior secured notes as if it had occurred on that date. You should read this information in conjunction with “Use of Proceeds,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Selected Historical Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements, the related notes and other financial information included elsewhere in this prospectus.


	As of March 31, 2005
	Actual		As Adjusted
Cash and cash equivalents(1)	$	799,611	$	678,181

Restricted cash and cash equivalents	$	381,955	$	381,955

Debt of Las Vegas Sands Corp.:
Senior Notes	$	247,754	$	247,754
Debt of Las Vegas Sands Opco and its subsidiaries other than Phase II mall subsidiaries, the Macau subsidiaries and the Interface subsidiaries:
Amended and restated senior secured credit facility(2)		970,000		970,000
Venetian Casino Resort FF&E credit facility		12,000		12,000
Debt of the Macau subsidiaries:
Venetian Macau senior secured notes(3)		120,000		—
Venetian Intermediate credit facility		50,000		50,000
Debt of Interface subsidiaries:
Interface mortgage loan		97,955		97,955

Total debt(4)		1,497,709		1,377,709

Shareholders’ equity:
Common stock (par value $0.001 per share: 1,000,000 shares authorized; 354,160,692 shares issued and outstanding		354		354
Capital in excess of par value		963,322		963,322
Retained earnings(5)		366,374		361,998

Total shareholders’ equity		1,330,050		1,325,674

Total capitalization	$	2,827,759	$	2,703,383

(1)	Reflects the redemption of $120.0 million in aggregate principal amount of Venetian Macau floating rate senior secured notes with cash and the payment of $1.4 million of accrued interest with cash.

(2)

The amended and restated senior secured credit facility of Las Vegas Sands Opco consists of (a) a $1.170 billion term loan B, of which $200.0 million has a delayed draw period up to August 20, 2005 and (b) a $450.0 million revolving credit facility. As of March 31, 2005, the only amounts borrowed under that facility are $970.0 million under the term loan B, of which $665.0 million was used to pay the existing senior secured credit facility term B loans and $305.0 million was used to retire a portion of the 11% mortgage notes. In addition, $60.0 million of letters of credit were outstanding as of March 31, 2005, which reduces the amount available for borrowing under the revolving facility.

(3)	The Venetian Macau senior secured notes tranche A and the Venetian Macau senior secured notes tranche B were redeemed on May 23, 2005 at 100% of their principal amounts plus accrued and unpaid interest to the date of redemption.

(4)	On September 30, 2004, subsidiaries of Las Vegas Sands Opco entered into the Phase II mall construction loan agreement, which allows Phase II Mall Holding, LLC and Phase II Mall Subsidiary, LLC to borrow up

to $250.0 million on a senior secured delayed draw basis to fund a portion of the Phase II mall construction costs. Due to the delayed draw nature of Phase II mall construction loan, it has not been included in the table.

(5)	Retained earnings reflects the write-off of $4.4 million of unamortized debt offering costs related to the Venetian Macau floating rate senior secured notes.

SELECTED HISTORICAL FINANCIAL AND OTHER DATA

Set forth in the following table are certain historical financial and other data of Las Vegas Sands Corp. as of and for each of the periods specified. The balance sheet and statement of operations and other financial data as of December 31, 2002, 2003 and 2004 and for each of the years ended December 31, 2001, 2002, 2003 and 2004 have been derived from the audited consolidated financial statements of Las Vegas Sands Corp. The consolidated financial statements as of December 31, 2003 and 2004 and for each of the three years in the period ended December 31, 2004 are included elsewhere in this prospectus. The historical statement of operations and other financial data of Las Vegas Sands Corp. for the three months ended March 31, 2004 and 2005 and the balance sheet data as of March 31, 2005 for Las Vegas Sands Corp. have been derived from the unaudited consolidated financial statements of Las Vegas Sands Corp. for these periods included elsewhere in this prospectus. The balance sheet data as of December 31, 2000 and 2001 and the statement of operations and other financial data for the years ended December 31, 2000 have been derived from the unaudited consolidated financial information of Las Vegas Sands Corp. The historical results are not necessarily indicative of the results of operations to be expected in the future. In the opinion of management, the unaudited financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results of operations of Las Vegas Sands Corp. for these periods. The results of operations of Las Vegas Sands Corp. for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year or for any future period. The other operating data for all periods presented have been derived from our internal records. The following information should be read in conjunction with “Prospectus Summary—Summary Historical and Pro Forma Financial and Other Data,” “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements, the related notes and other financial information included elsewhere in this prospectus.


	Year Ended December 31,															Three Months Ended March 31,
	2000			2001			2002			2003			2004			2004			2005
	(dollars in thousands, except operating and per share data)
Statement of Operations Data
Revenues:
Casino	$	299,083		$	227,240		$	256,484		$	272,804		$	708,564		$	94,708		$	265,786
Rooms		192,327			204,242			206,706			251,397			312,003			85,367			86,077
Food and beverage		63,362			59,490			67,645			80,207			121,566			32,655			43,489
Retail and other		132,723			138,595			126,709			132,202			116,437			40,216			28,454

		687,495			629,567			657,544			736,610			1,258,570			252,946			423,806
Promotional allowances		(46,296	)		(42,594	)		(34,208	)		(44,856	)		(61,514	)		(13,760	)		(20,012	)


Net revenues		641,199			586,973			623,336			691,754			1,197,056			239,186			403,794

Operating expenses:
Casino		162,617			139,223			118,843			128,170			340,241			36,591			131,953
Rooms		49,618			50,039			53,435			64,819			77,249			20,041			21,115
Food and beverage		32,556			29,391			35,144			40,177			64,176			15,493			20,965
Retail and other		53,938			54,377			51,332			53,556			60,055			16,043			14,376
Provision for doubtful accounts		19,252			20,198			21,393			8,084			7,959			3,244			3,386
General and administrative		111,596			105,063			112,913			126,134			173,088			36,393			45,773
Corporate expense		5,655			6,079			10,114			10,176			126,356			2,501			10,882
Rental expense		8,727			8,074			7,640			10,128			12,033			2,654			3,705
Pre-opening and developmental expense		—			355			5,925			10,525			33,926			8,379			5,175
Loss on disposal of assets		—			—			—			—			31,649			15,527			19,965
Depreciation and amortization		46,280			43,972			46,662			53,859			69,432			24			1,163
Gain on sale of The Grand Canal Shops mall		—			—			—			—			(417,576	)		—			—

		490,239			456,771			463,401			505,628			578,588			156,890			278,458

Operating income		150,960			130,202			159,935			186,126			618,468			82,296			125,336
Interest expense, net of interest income and capitalized interest expense		(131,313	)		(119,007	)		(121,432	)		(120,317	)		(130,337	)		(32,371	)		(19,689	)
Other income (expense)		—			(1,938	)		1,045			825			(131	)		(9	)		—
Loss on early retirement of debt(1)		(2,785	)		(1,383	)		(51,392	)		—			(6,553	)		—			(132,834	)

Income (loss) before income taxes		16,862			7,874			(11,844	)		66,634			481,447			49,916			(27,187	)
Benefit for income taxes		—			—			—			—			13,736			—			34,299

Net income (loss)	$	16,862		$	7,874		$	(11,844	)	$	66,634		$	495,183		$	49,916		$	7,112

Per share data:
Basic earnings (loss) per share(2)	$	.05		$	.02		$	(.04	)	$	.21		$	1.52		$	.15		$	.02
Diluted earnings (loss) per share(2)	$	.05		$	.02		$	(.04	)	$	.20		$	1.52		$	.15		$	.02
Dividends declared per share(2)	$	—		$	—		$	—		$	.01		$	.44		$	.02			—
Weighted average shares outstanding (basic)(2)		324,658,394			324,658,394			324,658,394			324,658,394			326,486,740			324,658,394			354,160,692
Weighted average shares outstanding (diluted)(2)		324,658,394			324,658,394			324,658,394			325,190,459			326,848,911			325,190,459			355,029,968
Other Financial Data
Net cash provided by operating activities	$	109,608		$	65,752		$	86,842		$	137,116		$	373,369		$	61,300		$	79,123
Net cash used in investing activities	$	(19,987	)	$	(60,291	)	$	(240,237	)	$	(298,326	)	$	(51,650	)	$	(54,465	)	$	(156,645	)
Net cash provided by (used in) financing activities	$	(62,023	)	$	(66	)	$	194,119		$	207,520		$	820,386		$	937		$	(417,765	)
Capital expenditures	$	30,677		$	56,025		$	136,740		$	279,948		$	465,748		$	91,856		$	152,164
Ratio of earnings to fixed charges(3)		1.1	x		1.1	x		—			1.5	x		4.3	x		2.4	x		—
Other Operating Data
Occupancy %(4)(5)		95.2	%		94.6	%		95.6	%		96.0	%		97.0	%		98.9	%		97.8	%
Average daily room rate(4)(6)	$	182		$	196		$	196		$	204		$	220		$	236		$	243
Revenue per available room(4)(7)	$	174		$	185		$	187		$	195		$	213		$	233		$	237
Average number of table games(4)(8)		122			123			126			126			135			130			134
Table games drop per unit per day(4)(9)	$	25,241		$	21,560		$	18,808		$	17,969		$	20,776		$	21,939		$	25,603
Average number of slot machines(4)(10)		2,159			2,159			2,036			1,995			2,001			2,002			1,993
Slot machine win per unit per day(4)(11)	$	129		$	130		$	136		$	165		$	191		$	173		$	176
Number of Sands Expo Center visitors per day(4)(12)		9,526			9,815			7,707			7,709			5,617			5,233			4,215
Number of show days at Sands Expo Center(12)		141			107			121			116			143			58			47


	As of December 31,										As of March 31, 2005
	2000		2001		2002		2003		2004		As of March 31, 2005
	(dollars in thousands)
Balance Sheet Data
Cash and cash equivalents	$	60,364	$	65,759	$	106,483	$	152,793	$	1,294,898	$	799,611
Restricted cash and cash equivalents	$	17,771	$	22,037	$	124,854	$	141,799	$	377,474	$	381,955
Total assets	$	1,327,050	$	1,363,555	$	1,606,762	$	1,917,035	$	3,601,478	$	3,297,920
Long-term debt	$	1,000,672	$	945,431	$	1,343,762	$	1,525,116	$	1,485,064	$	1,433,676
Stockholders’ equity (deficit)	$	103,594	$	112,187	$	100,384	$	162,108	$	1,316,001	$	1,330,050

(1)

In April 2002, the FASB issued SFAS 145, “Rescission of FASB Statements Nos. 4, 44 and 64 and Amendment of FASB Statement No. 13.” SFAS 145 addresses the presentation for losses on early retirements of debt in the statement of operations to the extent they do not meet the requirements of APB Opinion No. 30. We have adopted SFAS 145 and no longer present losses on early retirements of debt as an extraordinary item. Accordingly, prior period losses on early retirement of debt have been reclassified to other income (expense) to conform to this new presentation in the accompanying table.

(2)

The impact of outstanding options to purchase 1,463,181 shares of common stock of Las Vegas Sands Corp. has not been included in the computation of diluted earnings (loss) per share for the year ended December 31, 2002, as their impact would have been antidilutive. There were no options outstanding for the years 2000 and 2001.

(3)

For the purpose of calculating the ratio of earnings to fixed charges, “earnings” represents pre-tax income plus amortization of capitalized interest and fixed charges, and less interest capitalized. “Fixed charges” consists of interest expense, whether expensed or capitalized, amortization of debt financing costs, and one-third of lease expense, which we believe is representative of the interest component of lease expense, primarily comprised of rent expense associated with the heating and air conditioning provider. For the year ended 2002 and the three months ended March 31, 2005, earnings were insufficient to cover fixed charges by $12.5 million and $30.7 million, respectively. Accordingly, this ratio has not been presented for these periods.

(4)	Operating data represents the average for the respective periods.

(5)

Occupancy represents the percentage of total occupied rooms to total available rooms. An occupied room is a rented room for one night. Available rooms represents the number of total rooms less off-the-market rooms and out-of-order rooms. On average, during the fiscal year ended December 31, 2004, 35 rooms per day (1,057 rooms per month) were off-the-market and 0 rooms per day (3 rooms per month) were out-of-order, and during the three months ended March 31, 2005, 29 rooms per day (869 rooms per month) were off-the-market and 0 rooms per day (0 rooms per month) were out-of-order. Total occupancy uses this formula for every day in a period cited while mid-week occupancy period uses the same formula described above for the period Sunday night through Thursday night for the total period cited.

(6)	Average daily room rate is total room revenue divided by total occupied rooms.

(7)	Revenue per available room is total room revenue divided by total available rooms.

(8)	Average number of table games represents the number of table games on the casino floor each day divided by the number of days.

(9)	Table games drop per unit per day represents the total table games drop divided by average number of tables divided by number of days. Table games drop represents the sum of markers issued (credit instruments) less markers repaid at the table by customers, plus cash deposited in the table drop box.

(10)	Average number of slot machines represents the number of slot machines on the casino floor each day divided by the number of days.

(11)

(12)	This data is based on actual days during which a convention trade show or similar event is ongoing at the Sands Expo Center. This data excludes move-in and move-out days.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated statements of operations have been prepared by management and give effect to the following items as if they had occurred on January 1, 2004:

•

The Grand Canal Shops mall sale;

•

the borrowing of $665.0 million under Las Vegas Sands Opco’s existing senior secured credit facility of which $290.0 million was used to repay in full its prior senior secured credit facility and $19.5 million was used to pay transaction costs in connection with Palazzo financing transactions;

•

an approximately $15.2 million distribution of cash and assets unrelated to the Sands Expo Center by Interface Holding to Mr. Adelson immediately prior to Las Vegas Sands Opco’s acquisition of the Interface Holding;

•

an equity contribution of approximately $27.0 million to Interface Group-Nevada, Inc. by Las Vegas Sands Opco following Las Vegas Sands Opco’s acquisition of Interface Holding;

•

the use of proceeds from a $100.0 million mortgage loan entered into by Interface Group-Nevada on July 30, 2004 and a portion of the approximately $27.0 million equity contribution to repay in full $124.3 million of outstanding notes payable under Interface Group-Nevada’s prior mortgage loan from an unaffiliated entity and to pay related fees and expenses;

•

the conversion of Las Vegas Sands Opco from a subchapter S corporation to a taxable ”C” corporation for income tax purposes and the payment of a $21.1 million tax distribution;

•

the offering of the initial notes;

•

the use of $323.2 million in proceeds from our initial public offering to redeem $291.1 million in aggregate principal amount of the 11% mortgage notes called for redemption and pay related redemption costs;

•

the amendment and restatement of Las Vegas Sands Opco’s existing senior secured credit facility to, among other things, increase borrowings by $305.0 million of additional term loans and lower interest costs;

•

the use of the proceeds from the initial notes offering, available cash and borrowings under Las Vegas Sands Opco’s amended and restated senior secured credit facility for the retirement of the remaining $552.5 in aggregate principal amount of the 11% mortgage notes and for the payment of all fees and expenses associated with the refinancing transactions; and

•

the use of $121.4 million of available cash to redeem the Venetian Macau floating rate senior secured notes and pay $1.4 million of accrued interest.

The unaudited pro forma condensed consolidated balance sheet has been prepared by management and gives effect to the following item as if it had occurred on March 31, 2005:

•

the use of $121.4 million of available cash to redeem the Venetian Macau floating rate senior secured notes and pay $1.4 million of accrued interest and the write-off of $4.4 million of unamortized deferred offering costs related to such notes.

Due to their delayed draw terms, the unaudited pro forma data does not give effect to other borrowings under the amended and restated senior secured credit facility or the Phase II mall construction loan.

The pro forma adjustments, which are based on available information and certain assumptions that we believe are reasonable under the circumstances, are applied to the historical consolidated financial statements. The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and do not purport to represent what our financial position or results of operations would actually have been

had the transactions described above occurred on such dates or to project our results of operations or financial position for any future period.

The accompanying unaudited pro forma condensed consolidated financial statements should be read in conjunction with “Summary Historical and Pro Forma Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds,” “Selected Historical Financial and Other Data” and the historical consolidated financial statements and the notes thereto included elsewhere in this prospectus.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS


	For the three months ended March 31, 2005
	Las Vegas Sands Corp. Historical			Equity Clawback			Initial Notes Proceeds			Bank Refinancing			Retirement of 11% Mortgage Notes			Redemption of Macau Notes			Pro Forma
	(dollars in thousands, except per share data)
Revenues:
Casino	$	265,786		$			$			$			$			$			$	265,786
Rooms		86,077																		86,077
Food and beverage		43,489																		43,489
Retail and other		28,454																		28,454

Total revenues		423,806																		423,806
Less promotional allowances		(20,012	)																	(20,012	)

Net revenues		403,794																		403,794

Operating expenses:
Casino		131,953																		131,953
Rooms		21,115																		21,115
Food and beverage		20,965																		20,965
Retail and other		14,376																		14,376
Provision for doubtful accounts		3,386																		3,386
General and administrative		45,773																		45,773
Corporate expense		10,882																		10,882
Rental expense		3,705																		3,705
Pre-opening and development expense		5,175																		5,175
Depreciation and amortization		19,965																		19,965
Loss on disposal of assets		1,163																		1,163

		278,458																		278,458

Operating income		125,336																		125,336
Other income (expense):
Interest income		7,394			(275	)								(136	)(6)		(300	)(8)		6,683
Interest expense, net of amounts capitalized		(27,083	)		2,829	(1)		(1,803	)(4)		(1,927	)(5)		9,123	(7)		2,190	(9)		(16,671	)
Loss on early retirement of debt		(132,834	)		32,025	(2)								100,809	(2)

Income before provision for income taxes		(27,187	)		34,579			(1,803	)		(1,927	)		109,796			1,890			115,348
Income tax benefit (expense)		34,299			(12,103	)(3)		631	(3)		578	(3)		(38,429	)(3)					(15,024	)

Net income	$	7,112		$	22,476		$	(1,172	)	$	(1,349	)	$	71,367		$	1,890		$	100,324

Basic earnings per share	$	0.02																	$	0.28

Diluted earning per share	$	0.02																	$	0.28

Weighted average shares outstanding:
Basic		354,160,692																		354,160,692

Diluted		355,029,968																		355,029,968

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS


	For the year ended December 31, 2004
	Las Vegas Sands Corp. Historical			Grand Canal Shops Transaction			Financing Transactions(10), Interface Refinancing and Distribution			Conversion to “C” Corporation			Equity Clawback			Initial Notes Proceeds			Bank Refinancing			Retirement of 11% Mortgage Notes			Redemption of Macau Notes			Pro Forma
	(dollars in thousands, except per share data)
Revenues:
Casino	$	708,564		$			$			$			$			$			$			$			$			$	708,564
Rooms		312,003																											312,003
Food and beverage		121,566																											121,566
Retail and other		116,437			(16,779	)(11)																							99,658

Total revenues		1,258,570			(16,779	)																							1,241,791
Less—promotional allowances		(61,514	)		5	(12)																							(61,509	)

Net revenues		1,197,056			(16,774	)																							1,180,282

Operating expenses:
Casino		340,241																											340,241
Rooms		77,249																											77,249
Food and beverage		64,176																											64,176
Retail and other		60,055			(2,251	)(13)																							57,804
Provision for doubtful accounts		7,959																											7,959
General and administrative		173,088			(703	)(12)																							172,385
Corporate expense		126,356																											126,356
Rental expense		12,033			(886	)(12)																							11,147
Pre-opening and development expense		33,926																											33,926
Depreciation and amortization		69,432			(1,824	)(12)																							67,608
Loss on disposal of assets		31,649																											31,649
Gain on sale of Grand Canal Shops		(417,576	)		417,576	(14)

		578,588			411,912																								990,500

Operating income		618,468			(428,686	)																							189,782
Other income (expense):
Interest income		7,740			(67	)(12)		(300	)(15)					(96	)								(28	)(6)		(192	)(8)		7,057
Interest expense, net of amounts capitalized		(138,077	)		2,056	(12)		(2,542	)(16)					33,304	(1)		(16,496	)(4)		(11,561	)(5)		63,208	(7)		5,116	(9)		(64,992	)
Other income (expense)		(131	)		9	(12)																							(122	)
Loss on early retirement of debt		(6,553	)		1,147	(12)		5,406	(10)

Income before provision for income taxes		481,447			(425,541	)		2,564						33,208			(16,496	)		(11,561	)		63,180			4,924			131,725
Income tax benefit (expense)		13,736									(6,448	)(17)		(11,623	)(3)		5,774	(3)		4,046	(3)		(22,113	)(3)					(16,628	)

Net income	$	495,183		$	(425,541	)	$	2,564		$	(6,448	)	$	21,585		$	(10,722	)	$	(7,515	)	$	41,067		$	4,924		$	115,097


Basic earnings per share	$	1.52																										$	0.34

Diluted earning per share	$	1.52																										$	0.34

Weighted average shares outstanding:
Basic		326,486,740												11,609,619	(18)											2,515,460	(19)		340,611,819

Diluted		326,848,911												11,609,619	(18)											2,515,460	(19)		340,973,990

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

BALANCE SHEET


	March 31, 2005
	Las Vegas Sands Corp. Historical		Redemption of Macau Notes			Pro Forma
	(dollars in thousands)
Assets
Current assets:
Cash and cash equivalents	$	799,611	$	(121,430	)(20)	$	678,181
Restricted cash and cash equivalents		22,771					22,771
Accounts receivable, net		75,759					75,759
Inventories		8,334					8,334
Deferred income taxes		47,131					47,131
Prepaid expenses and other current assets		14,434					14,434

Total current assets		968,040		(121,430	)		846,610
Property and equipment, net		1,889,251					1,889,251
Deferred offering costs, net		40,877		(4,376	)(20)		36,501
Restricted cash and cash equivalents		359,184					359,184
Deferred income taxes		8,328					8,328
Other assets, net		32,240					32,240

	$	3,297,920	$	(125,806	)	$	3,172,114

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	26,527	$			$	26,527
Construction payables		89,501					89,501
Construction payables-contested		7,232					7,232
Accrued interest payable		4,492		(1,430	)(20)		3,062
Other accrued liabilities		156,589					156,589
Current maturities of long term debt		64,033					64,033

Total current liabilities		348,374		(1,430	)		346,944
Other long term liabilities		8,173					8,173
Deferred gain on sale of Grand Canal Shopes		70,727					70,727
Deferred rent from Grand Canal Shopes transaction		106,920					106,920
Long term debt		1,433,676		(120,000	)(20)		1,313,676

		1,967,870		(121,430	)		1,846,440

Stockholders’ equity
Common stock (par value $0.001 per share, 1,000,000,000 shares authorized, 354,160,692 and 324,658,394 shares issued and outstanding		354					354
Capital in excess of par value		963,322					963,322
Retained earnings		366,374		(4,376	)(20)		361,998

		1,330,050		(4,376	)		1,325,674

	$	3,297,920	$	(125,806	)	$	3,172,114

Notes to Unaudited Pro Forma

Condensed Consolidated Financial Statements

(1)	Reflects the effect on interest expense of the redemption of $291.1 million in aggregate principal amount of the 11% mortgage notes on February 1, 2005:


	Year Ended December 31, 2004			Three Months Ended March 31, 2005
	(In thousands)
Deductions to historical interest expense:
Interest expense related to the redemption of 11% mortgage notes using proceeds of our initial public offering, at actual historical amounts	$	(32,025	)	$	(2,720	)
Interest expense related to amortization of deferred offering costs of the 11% mortgage notes, at actual historical amounts		(1,279	)		(109	)

Net pro forma decrease to historical interest expense	$	(33,304	)	$	(2,829	)

(2)	Reflects the elimination of the related loss on early retirement of debt for $291.1 million and $552.5 million of 11% mortgage notes, respectively.

(3)	Reflects the tax benefit (expense) of the related pro forma adjustment assuming a 35% statutory tax rate for Las Vegas Sands Corp.

(4)	Reflects the effect on interest expense of the initial notes offering:


	Year Ended December 31, 2004		Three Months Ended March 31, 2005
	(In thousands)
Additions to historical interest expense:
Pro forma interest expense of initial notes offering	$	15,982	$	1,747
Pro forma amortization of deferred offering costs and original issue discount using a life of 10 years		514		56

Net pro forma increase to historical interest expense	$	16,496	$	1,803

(5)	Reflects the effect on interest expense of $305.0 million of additional borrowings related to the amendment and restatement of the existing senior secured credit facility:


	Year Ended December 31, 2004			Three Months Ended March 31, 2005
	(In thousands)
Deductions to historical interest expense:
Interest expense related to the reduction of the contractual spread for the existing $665.0 million senior secured credit facility from 250 basis points to 175 basis points	$	(4,988	)	$	(831	)
Additions to historical interest expense:
Pro forma interest expense on the $305.0 million of additional borrowings under the term B loan of the amended and restated senior secured credit facility (interest rate of 5.0%)(a)		15,250			2,542
Pro forma amortization of deferred offering costs related to the amended and restated senior secured credit facility (weighted average life of 6 years)		1,299			216

Net pro forma increase to historical interest expense	$	11,561		$	1,927

(a)	Based upon the three-month LIBOR rate on May 9, 2005 of 3.25% plus the contractual spread for the new indebtedness.

Had interest rates been 0.125% higher during the year ended December 31, 2004 and the three months ended March 31, 2005, the impact on the variable rate indebtedness would have caused pro forma interest expense to increase by $381,000 and $64,000, respectively.

(6)	Reflects the elimination of interest income earned in relation to the assumed utilization of $94.9 million of existing cash balances by Las Vegas Sands Opco to retire 11% mortgage notes tendered.

(7)	Reflects the effect on interest expense of the retirement of the 11% mortgage notes:


	Year Ended December 31, 2004			Three Months Ended March 31, 2005
	(In thousands)
Deductions to historical interest expense:
Interest expense related to retirement of 11% mortgage notes repaid from proceeds from initial notes offering, proceeds from $970.0 million term B loan of amended and restated senior secured credit facility and $95.0 million from cash on hand, at actual historical amounts	$	(60,775	)	$	(8,824	)
Interest expense related to amortization of deferred offering costs of the 11% mortgage notes, at actual historical amounts		(2,433	)		(299	)

Net pro forma decrease to historical interest expense	$	(63,208	)	$	(9,123	)

(8)	Reflects the elimination of interest income earned in relation to $120.0 million of existing cash balances used to redeem $120.0 million in aggregate principal amount of Venetian Macau floating rate senior secured notes.

(9)	Reflects the effect on interest expense of the redemption of $120.0 million in aggregate principal amount of Venetian Macau floating rate senior secured notes.


	Year Ended December 31, 2004			Three Months Ended March 31, 2005
	(In thousands)
Adjustments to historical interest expense:
Interest expense related to the $120.0 million in Venetian Macau floating rate senior secured notes redeemed from cash on hand, at actual historical amounts	$	(6,081	)	$	(1,825	)
Capitalized interest expense related to Venetian Macau floating rate senior secured notes, at actual historical amounts		2,383			—
Interest expense related to amortization of deferred offering costs of the Venetian Macau senior secured notes, at actual historical amounts		(1,418	)		(365	)

Net pro forma decrease to historical interest expense	$	(5,116	)	$	(2,190	)

(10)

Financing transactions reflects borrowings of $665.0 million under Las Vegas Sands Opco’s existing senior secured credit facility in August 2004 and the use of a portion of the borrowings to repay in full its prior senior secured credit facility and pay transaction costs in connection with the refinancing and the elimination of the related loss on early retirement of debt.

(11)

Reflects the elimination of The Grand Canal Shops revenues for the year ended December 31, 2004 of $14.0 million and the elimination of revenues associated with the leased shops of $3.4 million, offset by the recognition of deferred rent income associated with The Grand Canal Shops sale transaction of $0.6 million.

(12)	Reflects the elimination of The Grand Canal Shops income and expenses for the year ended December 31, 2004.

(13)	Reflects the elimination of The Grand Canal Shops expenses for the year ended December 31, 2004 of $4.7 million and the addition of $4.2 million of rent associated with certain lease backs from GGP, offset by the amortization of the deferred gain from The Grand Canal Shops sale of $1.7 million.

(14)	Reflects the elimination of the gain on sale of The Grand Canal Shops for purposes of the pro forma statement of operations because it is a non-recurring item directly related to the transaction.

(15)

Reflects the elimination of interest income earned in relation to the utilization of $61.1 million of existing cash balances by Las Vegas Sands Opco to complete the Interface refinancing of $27.1 million, to make the Interface distribution of $12.9 million and to pay the January 10, 2005 tax distribution of $21.1 million.

(16)	Reflects the effect on interest expense of the following debt transactions:


	Year Ended December 31, 2004
	(In thousands)
Deductions to historical interest expense:
Interest expense related to indebtedness repaid with proceeds from the financing transactions and the Interface refinancing at actual historical amounts	$	(13,157	)
Interest expense related to amortization of deferred offering costs, at actual historical amounts		(1,666	)

Additions to historical interest expense:
Pro forma interest expense on $295.7 million on the existing senior secured credit facility which was used to repay the $290.0 million outstanding under the prior senior secured credit facility and to pay $5.7 million of deferred offering costs (interest rate of 5.75%)(a)		10,792
Pro forma interest expense on $100.0 million new Interface mortgage loan which was used to repay outstanding notes payable under the prior Interface Group-Nevada mortgage loan (interest rate of 7.0%)(a)		4,142
Pro forma interest expense for letters of credit fees under existing senior secured credit facility (2.5% fixed rate)		952
Pro forma interest expense for undrawn fees on revolver under existing senior secured credit facility (0.5% fixed rate)		206
Pro forma amortization of estimated deferred offering costs and commitment fees using a weighted average life of 4 years		1,273

Net pro forma increase to historical interest expense	$	2,542

(a)	Based on the three-month LIBOR rate on May 9, 2005 of 3.25% plus the contractual spread for the new indebtedness.

Had interest rates been 0.125% higher during the year ended December 31, 2004, the impact on the variable rate indebtedness would have caused pro forma interest expense to increase by $309,000.

(17)	Reflects our conversion from a subchapter S Corporation to a taxable ”C” Corporation for income tax purposes and the associated impact of the elimination of the Grand Canal Shops and financing transactions on our pro forma tax benefit (provision).

(18)

Reflects the impact in computing pro forma earnings per share for the portion of common shares issued in connection with our December 2004 initial public offering for which a portion of the proceeds received therefrom were used to repay a portion of the 11% Mortgage Notes in the equity clawback transaction.

(19)

Reflects the impact in computing pro forma earnings per share for the portion of common shares issued in connection with our December 2004 initial public offering for which a portion of the proceeds received therefrom were used to repay a portion of the redemption of the Venetian Macau floating rate senior secured notes.

(20)

Reflects the utilization of $121.4 million from cash on hand to redeem $120.0 million in Venetian Macau floating rate senior secured notes and pay $1.4 million of accrued interest, and the write-off of $4.4 million of unamortized deferred offering costs in connection with the redemption of the Venetian Macau floating rate senior secured notes.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements, and the notes thereto and other financial information included in this prospectus. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “—Disclosure Regarding Forward-Looking Statements.”

General

We own and operate the Venetian Casino Resort and the Sands Expo and Convention Center in Las Vegas, Nevada, and the Sands Macao Casino in Macau, a special Administrative Region of the People’s Republic of China. We are also developing two additional casino resorts: the Palazzo Casino Resort, which will be adjacent to and connected with the Venetian Casino Resort, and the Venetian Macao Casino Resort in Macau.

We currently offer hotel, gaming, dining, entertainment, retail, and spa and other amenities at the Venetian Casino Resort and convention and trade show space at the Sands Expo Center in Las Vegas and gaming, dining and VIP suites at the Sands Macao. Approximately 56.3% of our gross revenues in 2004 were derived from gaming and 24.8% of our gross revenues in 2004 were derived from hotel rooms. Approximately 42.7% of our gross revenues at the Venetian Casino Resort in the first three months of 2005 were derived from gaming and 38.5% was derived from hotel rooms. The percentage of gaming revenue for the Venetian Casino Resort is one of the lowest on the Las Vegas Strip, which refers to the area of Las Vegas where most of the major resort hotels are located, because of our emphasis on the group convention and trade show business and the resulting higher occupancy and room rates during mid-week periods. From its opening through December 31, 2004 and for the first three months of 2005, 95.6% and 94.5%, respectively of the Sands Macao’s gross revenue was derived from gaming activities with the remainder primarily derived from food and beverage.

Las Vegas has continued to experience an upward trend in total visitation, convention, and trade show attendees, as well as gaming win, hotel occupancy and hotel average daily room rates. In particular, Las Vegas has experienced an increase in visitors arriving by air. The population in the southwest area of the United States, including Las Vegas, has also grown. The population of Clark County has doubled in the last fourteen years, from approximately 770,280 in 1990 to approximately 1,715,337 in 2004. The Venetian Casino Resort/Sands Expo Center complex has benefited from these trends along with low interest rates since 2003.

The Macau gaming market has continued to benefit from a combination of macroeconomic and demographic drivers and government-sponsored infrastructure and visitation programs in China, Macau’s key feeder market. The Chinese economy has grown at a compounded annual growth rate of 8.95% between 1993 and 2004, which has resulted in significant growth in wealth throughout the country, especially in the country’s expanding middle class. In addition, domestic travel within China, including its Special Administrative Regions, continues to grow substantially as the country continues to liberalize its travel laws. For example, Chinese visitation to Macau has grown from approximately 245,300 visitors in 1994 to 9.5 million visitors in 2004.

Las Vegas Projects

We completed an addition to the Venetian Casino Resort during the second quarter of 2003, which we refer to as the Phase IA addition. The Phase IA addition opened for business on June 26, 2003. The Phase IA addition included the 1,013-room Venezia hotel tower on top of the Venetian Casino Resort’s existing parking garage, an approximately 1,000-parking space expansion to the existing parking garage and approximately 150,000 square feet of additional meeting and conference space as an expansion of our Congress Center meeting and conference facility. The total construction cost of the Phase IA addition was approximately $275.0 million, excluding $9.0 million to expand the Venetian Casino Resort’s heating, ventilation and air conditioning facility (the “HVAC plant”) to accommodate the Phase IA addition.

We have begun extensive design and planning work for, and have completed demolition and commenced excavation on the site of, the Palazzo Casino Resort. As of March 31, 2005, we had paid approximately $253.7 million in design, development and construction costs for the Palazzo Casino Resort and the Phase II mall. The Palazzo Casino Resort is expected to open during the second quarter of 2007 and is expected to cost us approximately $1.6 billion, (exclusive of land) of which the Phase II mall is expected to cost us approximately $280.0 million (exclusive of certain incentive payments to executives made in July 2004). In addition, we expect tenants will make significant additional capital expenditures to build out stores and restaurants in the Palazzo Casino Resort. On August 20, 2004, Las Vegas Sands Opco and Venetian Casino Resort, LLC entered into a $1.010 billion senior secured credit facility to, among other things, finance the Palazzo Casino Resort construction costs, and on September 30, 2004, our subsidiaries entered into a $250.0 million construction loan to fund a portion of the Phase II mall construction costs. The senior secured credit facility was amended on February 22, 2005 in order to enhance our financial flexibility. We intend to fund the development and construction of the Palazzo Casino Resort at its current budget of $1.6 billion (exclusive of land and certain incentives) with a combination of the remaining $308.3 million of net proceeds from the sale of The Grand Canal Shops mall, cash on hand and operating cash flow, $359.2 million remaining proceeds from the amended and restated senior secured credit facility, including the $200.0 million delayed draw Term B loan, $250.0 million of proceeds from the Phase II mall construction loan and other debt financings.

Macau Projects

We own and operate the Sands Macao Casino, a Las Vegas-style casino in Macau. We opened the main portion of the Sands Macao on May 18, 2004 and opened the remainder of the Sands Macao, including 42 additional table games, four restaur