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Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o

(Do not check if smaller reporting company)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2009


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

For the transition period from to

Commission file number 333-113140

INN OF THE MOUNTAIN GODS RESORT AND CASINO

(Exact Name of Registrant as Specified in Its Charter)


Not Applicable (State or Other Jurisdiction of Incorporation or Organization)		75-3158926 (I.R.S. Employer Identification Number)

287 Carrizo Canyon Road Mescalero, New Mexico (Address of Principal Executive Offices)		88340 (Zip Code)

(505) 464-7000
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:


		Name of Each Exchange
Title of Each Class		on Which Registered
None		None

Securities registered under
Section 12(g) of the Act:

(Title of Class)
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not applicable

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Not applicable

References in this Annual Report on Form 10-K (this “Form 10-K” or this “Report”) to (a) the “Tribe” refers to the Mescalero Apache Tribe, a federally recognized Indian tribe, (b) “IMG Resort and Casino” refers to Inn of the Mountain Gods Resort and Casino, a business enterprise of the Tribe, (c) “Casino Apache” refers to Casino Apache, a business enterprise of the Tribe, (d) the “Inn” refers to Inn of the Mountain Gods, a business enterprise of the Tribe, (e) the “Travel Center” refers to Casino Apache Travel Center, a business enterprise of the Tribe and (f) “Ski Apache” refers to Ski Apache, a business enterprise of the Tribe. Each of Casino Apache, the Inn, the Travel Center and Ski Apache is a wholly-owned subsidiary of IMG Resort and Casino. References in this Form 10-K to “we,” “our,” “Resort,” “Company,” “IMGRC” and “us” refer to IMG Resort and Casino.

FORWARD-LOOKING STATEMENTS

This Form 10-K includes “forward-looking statements” within the meaning of the federal securities laws. Statements regarding our expected financial condition, results of operations, business, strategies and financing plans under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this Form 10-K are forward-looking statements. In addition, in those and other portions of this Form 10-K, the words “anticipate,” “expect,” “plan,” “intend,” “will,” “designed,” “estimate,” “adjust” and similar expressions, as they relate to us or our management, indicate forward-looking statements. These forward-looking statements may prove to be incorrect. Important factors that could cause actual results to differ materially from these forward-looking statements disclosed in this Form 10-K include, without limitation, risks relating to the following: (a) our levels of leverage and ability to meet our debt service obligations; (b) our financial performance; (c) restrictive covenants in our debt instruments; (d) realizing the benefits of our business plan and business strategies; (e) changes in gaming laws or regulations, including potential legalization of gaming in certain jurisdictions; (f) the impact of competition in our markets; (g) our ability to attract increasing numbers of customers; (h) general local, domestic and global economic conditions; and (i) other factors discussed under “Risk Factors” or elsewhere in this Form 10-K.

You are urged to consider these factors carefully in evaluating the forward-looking statements contained in this Form 10-K. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. The forward-looking statements included in this Form 10-K are made only as of the date of this Form 10-K. We do not intend, and undertake no obligation, to update these forward-looking statements.

Item 1. Business

Overview

IMG Resort and Casino

IMG Resort and Casino, established on April 2, 2003, is a wholly owned enterprise of the Tribe with the exclusive power to conduct and regulate gaming activities on the Tribe’s reservation. We operate New Mexico’s only all-season gaming destination resort on the Tribe’s 725 square mile reservation in south-central New Mexico. We are located in the forests of the Sacramento Mountains and our operations include: a full- service casino, the Travel Center, offering 17,000 square feet of gaming space including 476 slot machines and 11 table games as of April 30, 2009; and a resort hotel and casino on the banks of Lake Mescalero offering 38,000 square feet of gaming space including 888 slot machines and 34 table games as of April 30, 2009; the second largest ski resort in New Mexico; a championship golf course; big-game hunting and various other outdoor recreational activities. We are located approximately 120 miles north of El Paso, Texas and the Mexican border, approximately 200 miles south of Albuquerque, New Mexico and approximately 10 miles west of the resort town of Ruidoso. Ruidoso and its surrounding area offers tourists a variety of year-round activities, including skiing, golfing, hunting, boating, fishing, camping, swimming, horseback riding and cultural events. The neighboring town of Ruidoso Downs features the Ruidoso Downs Race Track and Casino, offering quarter horse and thoroughbred racing throughout the summer months and is home of the world’s richest quarter horse race, the All-American Futurity. White Sands National Monument, which attracts in excess of 500,000 visitors a year, is located approximately 60 miles away from our properties.

Our casinos and resort hotel are conveniently located off of a heavily traveled four-lane highway, U.S. Highway 70. According to the New Mexico State Highway and Transportation Department, approximately 5.9 million vehicles travel across U.S. Highway 70 each year. We are the only full-service casino operator within our primary market area,

encompassing southern New Mexico, including the cities of Ruidoso, Alamogordo, Las Cruces and Roswell and Western Texas, including the cities of El Paso, Lubbock and Odessa, and northern Mexico, including Ciudad Juárez.

Our Business Activities

IMG Resort and Casino was formed by the Tribe on April 2, 2003 to be the holding company for all of the Tribe’s gaming and resort enterprises. Prior to the formation of IMG Resort and Casino, the Tribe operated all of its gaming and resort activities through four separate tribal enterprises: Casino Apache, which owned and operated the Tribe’s original casino, Casino Apache, since the commencement of its operations in 1992; Ski Apache, which owned and operated the Tribe’s ski resort, since the commencement of its operations in 1964; Inn of the Mountain Gods, which owned and operated the Tribe’s resort hotel, the Inn of the Mountain Gods, since the commencement of its operations in 1975; and the Travel Center, which owned and operated the Tribe’s second gaming facility, Casino Apache Travel Center, since the commencement of its operations in April 2003. On April 2, 2003, each of the Tribe’s gaming and resort enterprises — the Travel Center, Casino Apache, Ski Apache and Inn of the Mountain Gods — were contributed to IMG Resort and Casino by the Tribe and are wholly-owned subsidiaries of IMG Resort and Casino.

Gaming

We currently operate two gaming facilities, the Travel Center and IMG Resort and Casino. The Travel Center, opened on May 21, 2003, is located directly on U.S. Highway 70 and is highly visible to drivers in both directions. As of April 30, 2009, the Travel Center featured 17,000 square feet of gaming space, 476 slot machines and 11 table games, including blackjack and roulette. IMG Resort and Casino opened on March 15, 2005 and is located two miles off of U.S. Highway 70, adjacent to the site of our old casino, Casino Apache. As of April 30, 2009, IMG Resort and Casino featured 38,000 square feet of gaming space, 888 slot machines and 34 table games, including craps, blackjack, roulette, three-card poker and “Let it Ride;” a 260-seat buffet restaurant; a gift shop and approximately 2,200 customer parking spaces.

Resort Amenities

The original Inn of the Mountain Gods opened in 1975 and quickly established its brand identity across New Mexico, West Texas and other parts of the region as a five-star, all-season resort destination which offered a wide range of amenities and recreational activities. The brand also benefited tremendously from the resort’s natural surroundings and the beauty of Mescalero which is situated in the Sacramento Mountains of New Mexico. These mountains provide a spectacular backdrop for the Inn’s18-hole championship golf course, which was designed by Ted Robinson, and create an ideal setting for enjoying skiing, horseback riding, big game hunting, fishing, water sports on Lake Mescalero and many other recreational opportunities made available by the Mescalero Apache Tribe.

The Tribe opened the new and expanded Inn of the Mountain Gods Resort & Casino in March 2005 and was able to build on the 30-year reputation of quality already established by the original facility. The new Inn has received the prestigious four diamond award from AAA four years in a row from 2006-2009 and has been recognized for excellence in convention & meetings facilities, as well as golf. A luxury hotel featuring 273-guest rooms, 40,000 sq. ft. of flexible meeting space, compliment a 38,000 sq ft casino which offers class III “Las Vegas-style gaming.”

Skiing

We have owned and operated Ski Apache since 1964. Ski Apache has 750-acres of ski area and is the second largest snow ski area (based upon acres of ski area) in the State of New Mexico. Our ski resort is located on U.S. Forest and Tribal land on the 12,003-foot Sierra Blanca Mountain, on the southern tip of the Rocky Mountains, approximately 20 miles from the site of the Resort. The number of annual skier visits ranges from 160,000 to 220,000 in a typical year with average snowfall. At April 30, 2009, Ski Apache featured:

	•		11 lifts providing the largest lift capacity in New Mexico (over 16,500 people per hour), which include a four-passenger gondola (the only one in New Mexico), two quad chair lifts, five triple chairs, one double chair lift and two surface lifts;

	•		a base elevation of 9,600 feet and a vertical drop of 1,900 feet;

	•		55 ski trails, of which 20 percent are beginner, 35 percent are intermediate and 45 percent are advanced, as well as Apache Bowl, an expert open bowl ski area;

	•		a Professional Ski Instructors of America Ski and Snowboarding School; and

	•		a sport shop with ski rental, offering top quality ski and snowboarding equipment.

Although Ski Apache typically averages over 15 feet of snowfall each year, Ski Apache features a multi-million dollar snowmaking system, which covers 1,000 feet of vertical drop, trails for all ability levels and the use of 8 of its 11 lifts.

Business Strategy —

For the past fiscal year, IMGRC’s management focused on cost-control, internal controls and guest service across each of the Tribe’s hospitality enterprises. Management developed a comprehensive action plan to address each of these areas. That plan was implemented to position the Company appropriately to react to national economic conditions that affected IMGRC throughout the year as well as adverse weather related events that the region experienced in the second half of the fiscal year. Management also continued to execute a proven business strategy that combined consistency in the delivery of quality in all products and services as well as the cross marketing of all the enterprises amenities. IMGRC also continued to benefit from refinement in the current corporate structure that reduces costs and improves efficiencies through centralized management in the areas of administration, accounting and finance, human resources, engineering and maintenance.

	•		The Inn of the Mountain Gods Resort & Casino — The Resort continues to be marketed and branded as the best all-season resort destination in the Southwest. The combination of premium quality facilities that are situated in the naturally beautiful mountains of Mescalero, distinguish the Inn from its competition within the region. To further refine the Inn’s brand, consistency in the delivery of quality in all services and amenities has been essential to attracting new guests as well as retaining existing ones. The Resort has used cross marketing opportunities with the enterprise’s other amenities to continue to increase hotel occupancy and attract new customers. The Resort continued to refine its reputation as a quality resort destination. From an operational perspective, containing costs and creating greater efficiencies in operations also contributed to the improvements in quality.

	•		Casino Apache Travel Center — Casino Apache has developed a very strong local’s customer base which fuels a year-round revenue stream. Additionally, because the facility is located right on Highway 70, revenues are further boosted by more than 8,000 vehicles passing by each day. Mid-week food and gaming promotions are also offered and showcased on the electronic reader board — the grill-type restaurant features larger portion sizes of high-quality food at very reasonable prices. A wide variety of slots is offered with a concentration in the lower denominations. In addition, management opened a dollar slot area to expand the gaming floor and removed all wide area participation games from the floor to reduce costs. The table games limits continue to offer lower limits to extend playtime for the guest.

	•		Ski Apache — In the prior year (2007-08 ski season), Ski Apache experienced the highest cash flow and operating margin ever generated by Ski Apache. Although the management team has implemented several programs over the course of the last two years improving the operational efficiency of Ski Apache, results for the 2008 — 2009 ski season were adversely affected by the lack of natural snowfall. Skier visits were substantially down as compared to its 5-year average and the intermittent natural snowfall resulted in the operation substantially discounting lift ticket prices throughout the ski season. As a result, of the combination of reduced skier visits and lower ticket prices, Ski Apache experienced a significant revenue decrease during this fiscal year. The management team continues to concentrate on service, maintenance and improved labor utilization to refine operational processes. The cross marketing of Ski Apache with casino operations has to date yielded marginal results but the cross-marketing has worked well with promoting hotel occupancy, restaurant covers, concert ticket sales and other non-gaming recreational activities.

	•		Championship Golf — The Ted Robinson-designed championship golf course serves as a critical amenity for the Inn of the Mountain Gods Resort. The golf course was originally opened in 1975 and has developed a reputation for providing a high-quality golf experience in a uniquely beautiful mountain setting. The golf course brand has also been enhanced by serving as the host location for the top two professional tournaments held in the State of New Mexico for the past four years. The Hotel Sales department has also been very successful using the golf course as a cross-marketing tool to attract the conventions and meetings industry.

•

Big Game Hunting — Mescalero Big Game Hunts has been nationally-recognized as one of the top bull elk operations in North America. Co-branding alliance with Christensen Arms, a premium firearms manufacturer, has expanded awareness and boosted recognition not only of the hunts but of the Inn of the Mountain Gods Resort. In particular, the Inn has successfully marketed the hunt program to attract customers from outside of our regional customer base; the hunts are a premium amenity that cannot be duplicated by any competitor within or near our market.

On February 13, 2009, the IMG Resort and Casino executed a consulting agreement, dated February 10, 2009 (“Consulting Agreement”) with a subsidiary of Warner Gaming, LLC (“Consultant”). The Consulting Agreement provides that the Consultant will, over the three-year term of the Consulting Agreement, evaluate and make recommendations with respect to the following operations at the IMG Resort and Casino: gaming operations and related marketing, non-gaming marketing programs, hotel and other operations, food and beverage operations, human resources and finance and accounting.

The Company, the Subsidiaries and the Consultant currently intend to replace the Consulting Agreement with a management agreement which will allow the Consultant to actively manage all aspects of the operations (the “Management Agreement”). The Consulting Agreement became effective February 13, 2009, and terminates on February 18, 2012, upon the approval by the National Indian Gaming Commission (the “NIGC”) of the Management Agreement, or upon the occurrence of certain other events as set forth in the Consulting Agreement. Unless and until the Management Agreement is approved by the NIGC, IMG Resort and Casino will continue to manage the day-to-day operations.

Gaming in New Mexico

Competition

Our primary market area encompasses southern New Mexico, including the cities of Ruidoso, Alamogordo, Las Cruces and Roswell, western Texas, including the cities of El Paso, Lubbock and Odessa and northern Mexico, including Ciudad Juárez. According to the U.S. Census Bureau and Desarrollo Economico de Ciudad Juárez/INEGI, as of July 2007, there were an estimated 1.9 million people in our primary market area.

Currently, we are the only full-service casino operator within our primary market area. We currently face competition in our primary market area from two racinos, Ruidoso Downs, 10 miles away in Ruidoso and Sunland Park Racetrack and Casino, 125 miles away in Sunland Park, New Mexico. Ruidoso Downs offers quarter horse and thoroughbred racing from May through September, as well as a 20,000 square foot casino featuring 300 slot machines and a buffet restaurant. Sunland Park offers quarter horse and thoroughbred racing from mid-November to early-April, a 36,000 square foot casino facility, 700 slot machines and five restaurants. Both of these facilities lack table games and lodging facilities. In addition, we compete with 11 other New Mexico Indian casinos and one racino located in and around Albuquerque and Santa Fe, New Mexico, which is outside of our primary market area plus a racino in Hobbs, NM, which is also outside our primary market area, but impacts our west Texas customers.

We also compete with other forms of legal gaming in New Mexico, Texas and Northern Mexico, including horse racing, Class II gaming, pari-mutuel wagering, the New Mexico State Lottery, the Texas State Lottery, as well as non-gaming leisure activities. We intend to expand our existing geographic market and increase the percentage of our overnight and larger spending customers who tend to live greater distances from us.

Mescalero Apache Tribe

Tribal Administration

The Tribe is a federally recognized Indian tribe located on a 750 square mile reservation in south-central New Mexico and has approximately 4,559 members. The Indian Reorganization Act of 1934 and subsequent federal legislation govern the relationship between the Tribe and the United States government. The Tribe operates under a constitution approved by the United States Secretary of the Interior on March 25, 1936, revised on January 12, 1965, and amended on May 31, 1985.

In accordance with its Constitution, the Tribe is governed by and enacts laws through ordinances and resolutions of the Mescalero Apache Tribal Council, or the Tribal Council, which is comprised of a President, Vice President and eight Council

Members, each of whom is elected by a majority vote of the eligible adult enrolled members of the Tribe. The President is a non-voting member of the Tribal Council and the Vice President only votes if necessary to break a tie. Each member of the Tribal Council serves a two-year term, with the terms of the voting members staggered so that each year four of those eight positions are up for election. The Tribal Council has the power, by ordinance, to establish the principles and policies governing the operation and control of all enterprises of the Tribe. The Tribal President has the power to contract for the Tribe upon authorization from the Tribal Council. The Tribal Executive Committee, or the Executive Committee, has responsibility for oversight of all business activities on behalf of the Tribal Council. The Executive Committee is comprised of the President and Vice President as well as a Secretary and Treasurer. The Secretary and Treasurer are appointed by the President from the present Tribal Council.

Tribal Court System

The Constitution and Tribal Code provides for the establishment of the tribal court known as the Mescalero Apache Tribal Court, or Tribal Court. The jurisdiction of the Tribal Court extends to all matters, criminal and civil, except where prohibited by the Constitution, laws or treaties of the United States of America, and except as this jurisdiction may be otherwise limited from time to time by ordinance of the Tribal Council. The criminal offenses over which the Tribal Court has jurisdiction may be embodied in a Code of Laws, adopted by ordinance of the Tribal Council, and subject to review by the Secretary of the Interior. The duties and procedures of the Tribal Court are determined by ordinance of the Tribal Council.

The Tribal Court consists of a chief judge and two associate judges, appointed by the President of the Tribe, with the concurrence of not less than a three-fourths majority vote of the whole membership of the Tribal Council. The Tribal Council also sits as a court of appeals whenever necessary and may hear appeals at any regular or special meeting. The tenure and salary of tribal judges is established by resolution of the Tribal Council.

A judge of the Tribal Court must be an Indian as defined in the Tribal Code, not less than thirty-five years or more than seventy years of age; and cannot have been convicted of a felony, or, within one year, of a misdemeanor. The Tribal Code defines an “Indian” as someone, who possesses at least one-quarter Indian blood, and is a member of any federally recognized tribe, nation, or band of Indians, or is an Eskimo, Aleut, or other Alaskan.

The Tribe has adopted its own rules of procedure and evidence, which are found in the Tribal Code. In determining cases, a tribal court judge relies on the applicable laws in the following order of precedence:

(a) Tribal Constitution, Tribal Code, ordinances, traditions and customs and (b) federal laws not in conflict with tribal laws and customs.

Mescalero Apache Tribal Gaming Commission

On August 20, 1999, the Tribe formed the Mescalero Apache Tribal Gaming Commission as a governmental subdivision of the Tribe. The Mescalero Apache Tribal Gaming Commission consists of 4 members, including a Chairman, Vice Chairman and Secretary-Treasurer and Commissioner. The Mescalero Apache Tribal Gaming Commission is vested with the authority to regulate all licenses and gaming activity conducted on tribal lands, including licensing persons, vendors, financial sources and contractors employed by the casino, ensuring compliance with internal control standards established by the National Indian Gaming Commission, or the NIGC, an independent agency within the U.S. Department of the Interior and establishing technical specifications for gaming devices. The Mescalero Apache Tribal Gaming Commission is responsible for carrying out the Tribe’s regulatory responsibilities under federal, state and tribal law and the 2001 Compact.

Government Regulation

General

We are subject to federal, state and tribal laws governing commercial relationships with Indians, Indian gaming and the management and financing of casinos owned by an Indian tribe. In addition, we are regulated by federal and state laws applicable to the gaming industry generally and to the distribution of gaming equipment. The following description of the regulatory environment in which Indian gaming takes place and in which we operate our casinos is only a summary and not a complete recitation of all applicable law. Moreover, this particular regulatory environment is more susceptible to changes in public policy considerations than others. We cannot predict how certain provisions will be interpreted from time to time or

whether they will remain intact. Changes in these laws could have a material adverse impact on our business and results of operations and our ability to meet our debt service obligations.

Tribal Law and Legal Systems

Applicability of Federal Law. Federally recognized Indian tribes are independent governments, subordinate to the United States, with sovereign powers, except as those powers may have been limited by treaty or by the U.S. Congress. The power of Indian tribes to enact their own laws to regulate gaming derives from the exercise of tribal sovereignty and is subject to federal law. Indian tribes maintain their own governmental systems and often their own judicial systems. Indian tribes have the right to tax persons and businesses operating on Indian lands, and also have the right to require licenses and to impose other forms of regulations and regulatory fees on persons and businesses operating on their lands.

Waiver of Sovereign Immunity; Jurisdiction; Exhaustion of Tribal Remedies. Indian tribes enjoy sovereign immunity from un-consented suit similar to that of the states and the United States. To sue an Indian tribe (or an enterprise, agency or instrumentality of an Indian tribe, such as us), the tribe must have effectively waived its sovereign immunity with respect to the matter in dispute. Further, in most commercial disputes with Indian tribes, the jurisdiction of the federal courts, which are courts of limited jurisdiction, may be difficult or impossible to obtain. A commercial dispute is unlikely to present a federal question, and courts have ruled that an Indian tribe as a party is not a citizen of any state for purposes of establishing diversity jurisdiction in the federal courts. The remedies available against an Indian tribe also depend, at least in part, on the rules of comity requiring initial exhaustion of remedies of tribal tribunals and, as to some judicial remedies, the tribe’s consent to jurisdictional provisions contained in the disputed agreements. Under U.S. Supreme Court case law, where a tribal court exists, the remedies in that forum first may have to be exhausted before any dispute arising on or involving the affected tribe’s reservation and to which the tribe, a tribal enterprise such as us or a tribal member is a party, can be properly heard by federal or state courts which would otherwise have jurisdiction. Generally, where a dispute as to the existence of jurisdiction in the tribal forum exists, the tribal court first may need to rule as to the limits of its own jurisdiction, subject to certain limited exceptions enumerated by the U.S. Supreme Court.

The Indian Gaming Regulatory Act of 1988

Regulatory Authority. The operation of casinos and of all gaming on Indian land is subject to the Indian Gaming Regulatory Act of 1988 (the “IGRA”). IGRA is administered by the NIGC which exercises primary federal regulatory responsibility over Indian gaming. The NIGC has exclusive authority to issue regulations governing tribal gaming activities, approve tribal ordinances for regulating Class II and Class III gaming (as described below), approve management agreements for gaming facilities, and conduct investigations and generally monitor tribal gaming. The Bureau of Indian Affairs, or the BIA, which is a bureau of the Department of the Interior, retains certain responsibilities under IGRA (such as the approval of per capita distribution plans to tribal members and the approval of transfers of lands into trust status for gaming). The BIA also has responsibility to review and approve land leases and other agreements relating to Indian lands. Criminal enforcement is a shared responsibility of the U.S. Department of Justice, the state in which the Tribe is located and the Tribe, in accordance with federal law.

The NIGC is empowered to impose civil penalties for violations of IGRA. IGRA also provides for federal criminal penalties for illegal gaming on Indian land and for theft from Indian gaming facilities. The NIGC has adopted rules implementing certain provisions of IGRA. These rules govern, among other things, the submission and approval of tribal gaming ordinances or resolutions and require an Indian tribe to have the sole proprietary interest in and responsibility for the conduct of any gaming on its lands. Tribes are required to issue gaming licenses only under articulated standards, conduct or commission financial audits of their gaming enterprises, perform or commission background investigations for primary management officials and key employees and maintain facilities in a manner that adequately protects the environment and the public health and safety. These rules also set out review and reporting procedures for tribal licensing of gaming operation employees.

Classes of Gaming. IGRA classifies games that may be conducted on Indian lands into three categories. Class I gaming includes social games solely for prizes of minimal value or traditional forms of Indian gaming engaged in by individuals as part of, or in connection with, tribal ceremonies or celebrations. Class II gaming includes bingo, pull tabs, lotto, punch boards, non-banked card games, tip jars, instant bingo and other games similar to bingo, if those games are played at the same location as bingo is played. Class III gaming includes all other forms of gaming, such as slot machines, video casino games, banked table games and other commercial gaming, such as sports betting and pari-mutuel wagering.

Class III gaming is permitted on Indian lands if the conditions applicable to Class II gaming are met and, in addition, the gaming is conducted in conformity with the terms of a tribal-state compact, which is a written agreement between the tribal government and the government of the state within whose boundaries the tribe’s lands lie. IGRA requires Indian tribes to enter into tribal-state compacts in order to conduct Class III gaming.

Tribal-State Compacts. Tribal-state compacts may include provisions for the allocation of criminal and civil jurisdiction between the state and the Indian tribe necessary for the enforcement of these laws and regulations, taxation by the Indian tribe of the Class III gaming activity in amounts comparable to those amounts assessed by the state for comparable activities, remedies for breach, standards for the operation of the Class III gaming activity and maintenance of the gaming facility, including licensing and any other subjects that are directly related to the operation of gaming activities. While the terms of tribal-state compacts vary from state to state, compacts within one state tend to be substantially similar. Tribal-state compacts usually specify the types of permitted games, establish technical standards for video gaming machines, set maximum and minimum machine payout percentages, entitle the state to inspect casinos, require background investigations and licensing of casino employees and may require the tribe to pay a portion of the state’s expenses for establishing and maintaining regulatory agencies. Some tribal-state compacts are for set terms, while others are for indefinite duration.

Tribal Ordinances. Under IGRA, except to the extent otherwise provided in a tribal-state compact as described below, Indian tribal governments have primary regulatory authority over Class III gaming on land within a tribe’s jurisdiction. Therefore, a tribe’s gaming operations, and persons engaged in gaming activities, are guided by and subject to the provisions of that tribe’s ordinances and regulations regarding gaming.

IGRA requires that the NIGC review tribal gaming ordinances and authorizes the NIGC to approve these ordinances only if they meet requirements relating to:

	•		the ownership, security, personnel background, recordkeeping and auditing of a tribe’s gaming enterprises;

	•		the use of the revenues from that gaming; and

	•		the protection of the environment and the public health and safety.

Possible Changes in Federal Law. Several bills have been introduced in Congress that would amend IGRA. While there have been a number of technical amendments to the law, to date there have been no material changes to IGRA. Any amendment of IGRA could change the governmental structure and requirements within which we could conduct gaming, and may have an adverse effect on our business and results of operations or impose additional regulatory or operational burdens.

Employee and Labor Relations

As of April 30, 2009, we had 1,251 full-time team members, excluding approximately 201 additional seasonal team members during the ski season, which typically runs from Thanksgiving to Easter and then return to work at the hotel the other months. We have developed and implemented training programs for our hotel and resort team members and believe that we will be able to hire and train a sufficient number of employees for the operation of the Resort. Our team members are not covered by any collective bargaining agreements. We have good labor relations with our team members, over 39.9% of whom are tribal or tribal affiliates.

Item 1A. Risk Factors

RISK FACTORS

Several of the matters discussed in this Report contain forward-looking statements that involve risks and uncertainties. Factors associated with the forward-looking statements that could cause actual results to differ from those projected or forecasted in this Report are included in the statements below. In addition to other information contained in this Report, you should carefully consider the following cautionary statements and risk factors. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our

business, financial condition, and results of operations could suffer. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements.

Risks Relating to Our Business

The report of our Independent Registered Public Accounting Firm contains an explanatory paragraph expressing substantial doubt about our ability to continue as a “going concern.”

As described below, our failure to make a scheduled interest payment on our senior notes due 2010 constitutes an event of default and the notes could be declared immediately due and payable. If our senior notes are declared immediately due and payable, it would constitute a default under the terms of our furniture and equipment loan and the lenders thereunder could declare the outstanding loan to be immediately due and payable and may enforce their rights to the collateral securing the loan, although we have received temporary forbearance agreements from those lenders with respect to our failure to make the interest payment. We are currently in discussions with certain of our debtholders regarding these issues. As a result, the opinion of our independent registered public accounting firm has modified its opinion on our financial statements for fiscal year 2009 with a statement that substantial doubt exits regarding the Company’s ability to continue as a going concern.

We have a substantial amount of indebtedness, which could adversely affect our financial condition.

As of April 30, 2009, we had an aggregate of approximately $204.9 million of indebtedness outstanding, which includes $200.0 million of debt on the notes issued on November 3, 2003. This substantial indebtedness could have important consequences to you and significant effects on our business and future operations. For example, it could:

	•		make it more difficult for us to satisfy our debt service obligations;

	•		increase our vulnerability to general adverse economic and industry conditions or a downturn in our business;

	•		limit our ability to fund future working capital, capital expenditures and other general operating requirements;

	•		require us to dedicate a substantial portion of our cash flow from operations to service our outstanding indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general operating requirements;

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

	•		limit our ability to borrow additional funds.

Our indebtedness could result in a material adverse effect on our business, financial condition and results of operations. If we incur additional debt in the future, these adverse consequences could intensify.

Our failure to generate sufficient cash flow from our gaming and other resort operations could adversely affect our ability to meet our debt service obligations.

Our ability to make payments on and repay or refinance our debt will depend on our ability to generate cash flow from the operations of our gaming and other resort operations. Our ability to generate sufficient cash flow from operations to satisfy our obligations will depend on our future operating performance, which is subject to many economic, competitive, regulatory and other business factors that are beyond our control. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. For the following reasons, among others, these alternatives may not be available to us on reasonable terms or at all, or, if available, they may not be available in amounts adequate to enable us to satisfy our debt service obligations:

•

unlike non-governmental businesses, we are prohibited by law from generating cash through an offering of equity securities;

•

our ability to incur additional debt is limited by the covenants of the indenture governing the notes; and

•

the indenture governing the notes includes covenants which limit our ability to create liens on or sell our assets.

•

If our cash flow is insufficient and we are unable to raise additional capital, we may not be able meet our debt service obligations.

Our failure to make a scheduled interest payment on our senior notes due 2010 constitutes an event of default and the notes could be declared immediately due and payable.

If our senior notes are declared immediately due and payable, it would constitute a default under the terms of our furniture and equipment loan and the lenders thereunder could declare the outstanding loan to be immediately due and payable and may enforce their rights to the collateral securing the loan, which would have a material adverse effect on our business.

In 2004, we borrowed an aggregate of $15.0 million to finance the purchase of furniture and equipment for the Resort. As of April 30, 2009, we had $4.2 million outstanding under the loan. The loan is secured by substantially all of the gaming equipment and other furniture and equipment at the Resort. It would be a default under the loan if our senior notes were to be declared due and payable immediately, although we have received temporary forbearance agreements from those lenders with respect to our failure to make the interest payment. In addition, a default under the loan would exist if, among other things, (1) we or any of our subsidiaries becomes insolvent or makes an assignment for the benefit of creditors or (2) there has been a material adverse change in our financial condition or the financial condition of any of our subsidiaries since any funding under the loan. Upon the occurrence of a default under the loan, the lenders may declare the loan to be due and payable immediately and would be able to enforce their rights to the collateral securing the loan. Although the Company has received forbearance agreements with respect to the equipment loans, foreclosure on a material portion of the collateral securing the loan could significantly impair our ability to operate the Resort, which would have a material adverse effect on our business.

Restrictive covenants in the indenture governing the notes may limit our ability to expand our operations and capitalize on our business opportunities.

The indenture governing the notes includes covenants which limit our ability to borrow money, make investments, create liens, sell assets, engage in transactions with affiliates, engage in other businesses and engage in mergers or consolidations. These restrictive covenants may limit our ability to expand our operations and capitalize on business opportunities. If we are unable to expand our operation or otherwise capitalize on our business opportunities, our business, financial condition and results of operations could be materially adversely affected and we may not be able to meet our debt service obligations.

We may not be able to realize the benefits of our business strategy.

The Resort Project is part of our business strategy to develop an integrated resort, increase our market reach and realize operating benefits from business synergies. We may not be able to fully implement this strategy or may not fully realize these anticipated benefits. Implementation of our business strategy could be adversely affected by a number of factors beyond our control, including general or local economic conditions, increased competition or other changes in our industry. In particular, we may not be able to attract a sufficient number of guests, gaming customers and other visitors in order to achieve our performance goals. Furthermore, we may not be successful in our plan to promote our customers’ utilization of our various resort amenities, including our gaming, hotel, entertainment and other amenities as anticipated or to a degree that will allow us to achieve our performance goals. Additionally, our business strategy, intended to capitalize on the spending levels of our patrons, attract customers from new target markets and reduce seasonality, may not achieve its intended results. A failure to

effectively implement our business strategy could have a material adverse effect on our business, financial condition, results of operations and our ability to meet our debt service obligations.

Federal, state and Tribal laws and regulations, and our gaming compact, regulate our gaming operations and noncompliance with these laws and regulations by us or the Tribe, as well as changes in these laws and regulations (which are susceptible to changes in public policy) or future interpretations thereof, could have a material adverse effect on our ability to conduct gaming, and thus on our ability to meet our debt service obligations.

Federal, state and Tribal laws and regulations, and our gaming compact, regulate our gaming operations. For example, various regulatory bodies, including the NIGC, the Mescalero Apache Tribal Gaming Commission and the New Mexico Gaming Control Board have oversight of our gaming operations. In addition, Congress has regulatory authority over Indian affairs and can establish and change the terms upon which Indian tribes may conduct gaming. The operation of all gaming on Indian lands is subject to IGRA.

The legal and regulatory environment governing our activities, which involve gaming and commercial relations with Indian tribes, is susceptible to changes in public policy regarding these matters. For example, over the past several years, legislation has been introduced in Congress designed to address a myriad of perceived problems with IGRA, including proposed legislation repealing many of the provisions of IGRA and prohibiting the operation of gaming on Indian reservations in states where gaming is not otherwise allowed on a commercial basis. While none of the substantive proposed amendments to IGRA have proceeded out of committee hearings to a vote by either house of the U.S. Congress, we cannot predict the ramifications of future legislative acts. Changes in applicable laws or regulations, or a change in the interpretation of these laws or regulations or our gaming compact with the State of New Mexico could limit or materially affect the types of gaming, if any, that we may offer. Any restrictions with respect to gaming could have a material adverse effect on our business, financial condition, results of operations and our ability to meet our debt service obligations.

We compete with casinos, other forms of gaming and other resort properties. If we are not able to successfully compete, we will not be able to generate sufficient cash flow to meet our debt service obligations.

Currently, we compete with 15 tribal gaming casinos and non-tribal racinos operated within 200 miles of our location, one of which, Ruidoso Downs, is approximately 10 miles away from us in Ruidoso, and another, Sunland Park Racetrack and Casino, is approximately 125 miles away from us in Sunland Park, New Mexico. Ruidoso Downs offers quarter horse and thoroughbred racing from May through September, as well as a 20,000 square foot casino featuring approximately 300 slot machines and a buffet restaurant. Sunland Park offers quarter horse and thoroughbred racing from mid-November to early-April, a 36,000 square foot casino featuring approximately 700 slot machines and five restaurants. The other 11 tribal gaming casinos and one racino are located in and around Albuquerque and Santa Fe, New Mexico, all of which are outside of our primary market area. As well as a racino in Hobbs, NM, which is also outside our primary market area, but impacts our west Texas customers. We also compete with other forms of legal gaming in New Mexico, Texas and Northern Mexico, including horse racing, Class II gaming, pari-mutuel wagering, the New Mexico State Lottery, the Texas State Lottery, as well as non-gaming leisure activities. We intend to expand our existing geographic market and increase the percentage of our overnight and larger spending customers who tend to live greater distances from us. Many of our competitors in this expanded geographical market have substantially greater resources and name recognition than we do or are in a more convenient location, which is closer to a major population center or transportation hub. If we are unable to compete successfully, our business, financial condition and results of operations could be materially adversely affected and we may not be able to meet our debt service obligations.

We are highly dependent on our surrounding market area. As a result, we face greater risks than a geographically diverse company.

We rely primarily on drive-in customers living within our primary market area consisting of southern New Mexico, western Texas and northern Mexico for the majority of our revenues. We expect to increase our market reach, but if our marketing strategy is not successful, our primary customer base will continue to be a predominately local one. Therefore, we are subject to greater risks than more geographically diversified gaming or resort operations. Among others, the following conditions could have a material adverse effect on our results of operations:

•

a decline in the economies of our primary market area or a decline in the number of gaming customers from these areas for any reason;

	•		an increase in competition in our primary market area or the surrounding area;

	•		inaccessibility due to road construction or closures of primary access routes; and

	•		natural and other disasters in the surrounding area including forest fires and floods.

These factors may cause a disruption in our business and as a result have a material adverse effect on our business, financial condition, result of operations and our ability to meet our debt service obligations.

We may face difficulties in recruiting, training and retaining qualified employees.

During its fourth quarter of operations, IMG terminated its chief operating officer, its chief financial officer, director of marketing, and director of casino operations. In the interim IMG appointed Tim Maland as the Interim Chief Operating Officer as well as an interim Chief Financial Officer. In addition to the appointment of Mr. Maland, the Company appointed Scott R. Bean as the Company’s Interim Director of Marketing, effective March 18, 2009. On May 8, 2009, Mr. Maland resigned as interim Chief Operating Officer as a result of the conclusion of his employment arrangement. We have since hired a permanent chief operating officer, Elizabeth Foster-Anderson.

The operation of our resort requires us to continuously recruit and retain a substantial number of qualified professionals, employees, executives and managers with gaming, hospitality, management and financial reporting experience. There can be no assurances that we will be able to recruit, train and retain a sufficient number of qualified employees. A failure to be able to recruit and retain qualified personnel could result in management, operating and financial reporting difficulties or affect the experience and enjoyment of our patrons, either of which could have a material adverse effect on our business, financial condition, results of operations or ability to meet our debt service obligations.

The terms of four of the eight voting members of the Tribal Council expire each year and the terms of the Tribe’s President and Vice President expire every two years; changes in the Tribal Council or its policies could affect the Resort or other aspects of our business.

The Tribe is governed by a ten member Tribal Council, consisting of the President and Vice President of the Tribe and eight voting Tribal Council members. The President is a non-voting member of the Tribal Council and the Tribe’s Vice President only votes in the event of a tie in the voting of the eight voting members of the Tribal Council. Terms of all Tribal Council members (including the President and Vice President of the Tribe) are two years, with members elected on a staggered basis so that four Tribal Council members are elected each year. If there is a significant change in the composition of the Tribal Council, the new Tribal Council may not have the same agenda or goals as the current government, in particular with respect to the Resort. In addition, the Tribal Council acts by majority vote and with respect to any issue or policy, a change in views by one or more members could result in a change in the policy adopted by the Tribal Council. Changes in the Tribal Council or its policies could result in significant changes in our structure or operations or in the Resort, which could adversely affect our business plan or otherwise result in a material adverse effect in our business, financial condition, results of operations or ability to meet our debt service obligations.

Impact of Inflation

Absent changes in competitive and economic conditions or in specific prices affecting the industry, we do not expect that inflation will have a significant impact on our operations. Changes in specific prices, such as fuel and transportation prices, relative to the general rate of inflation may have a material adverse effect on the hotel and casino industry in general.

Energy and fuel price increases, such as the recent dramatic increases in gasoline prices, may adversely affect our costs of operations and our revenues.

IMGRC uses a significant amount of electricity, natural gas and other forms of energy. While no shortages of energy have been experienced, substantial increases in the cost of electricity in the United States would negatively affect our results of operations. In addition, energy and fuel price increases in cities that constitute a significant source of customers for IMGRC

could result in a decline in disposable income of potential customers, and lead our customers and potential customers to decide not to travel, either of which could result in a corresponding decrease in visitation to IMGRC, which would negatively impact our revenues. The extent of this impact is subject to the magnitude and duration of the energy and fuel price increases, which recently have been significant; however, this impact could be material.

Our insurance policy failed to cover all of the storm damage.

The severe flooding which occurred due to weather remnants of Hurricane Dolly caused a substantial amount of damage to Ski Apache. We have an insurance policy that provides for up to $5,000,000 in flood damage coverage with a $100,000 deductible. The insurance company has covered $5.0 million of our flood damage insurance claim however, we are bearing the costs of repairs and seeking alternative funding sources through FEMA for reimbursement of those costs in excess of $5.0 million.

The downturn in the economy may affect consumer spending on discretionary items such as travel and leisure, which could have a material adverse effect on our business, financial condition and results of operations.

Our results of operations may be materially affected by conditions in the global capital markets and the economy generally, both in the U.S. and elsewhere around the world. The stress experienced by global capital markets that began in the second half of calendar year 2008 continued and substantially increased during the third and fourth quarter of calendar year 2008. Recently, concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market and a declining real estate market in the U.S. have contributed to increased volatility and diminished expectations for the economy. A continued or protracted downturn in the economy could adversely impact consumer spending on discretionary items such as travel and leisure. Factors that could affect consumers’ willingness to spend money on non-essential leisure travel include general business conditions, levels of employment, energy costs, interest rates and tax rates, the availability of consumer credit and consumer confidence. A reduction in consumer spending could significantly reduce our profits. The occurrence of these events could have a material adverse effect on our business, financial condition and results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We do not currently, and will not, own the land on which our gaming and resort enterprises are located, including the IMG Resort and Casino, the Travel Center and a portion of Ski Apache. The U.S. government holds all of the land in trust for the benefit of the Tribe. The use of tribal land is provided to us rent-free. In addition, we have a special use permit from the United States Department of Agriculture, Forest Service for the operation of the remaining portion of Ski Apache. The special use permit expires on December 31, 2014.

Item 3. Legal Proceedings

Legal Proceedings

We are involved in litigation incurred in the normal course of business; however, we are not currently a party to any material pending claim or legal action.

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

Not applicable.

PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Resort has not issued or sold any equity securities.

Item 6. Selected Financial Data

SELECTED HISTORICAL FINANCIAL AND OTHER DATA

The selected financial data set forth below for each of the five fiscal years ended April 30, 2005, 2006, 2007, 2008 and 2009 have been derived from our audited financial statements. You should read the following financial data in conjunction with the section in this Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with our financial statements and the related notes included in this Form 10-K beginning on page F-1. Our financial statements for the years ended April 30, 2005, 2006, 2007, 2008 and 2009 were audited by BDO Seidman LLP, an independent registered public accounting firm, and are included in this Form 10-K. (dollars are in thousands)


	Fiscal Year Ended April 30,
	2005			2006			2007			2008			2009
Statements of Income Data:
Revenues:
Gaming	$	64,254		$	76,476		$	76,473		$	77,537		$	74,383
Rooms		1,168			10,860			13,472			13,475			12,667
Food and beverage		6,369			12,260			13,939			14,953			13,161
Recreation and other		23,013			16,621			23,223			20,577			17,179

Gross revenues		94,804			116,217			127,107			126,542			117,390
Less: promotional allowances		1,770			2,766			2,255			2,105			882

Net revenues		93,034			113,451			124,852			124,437			116,508


Operating expenses:
Gaming		25,765			27,179			26,376			26,647			26,249
Rooms		651			5,181			4,658			4,434			4,758
Food and beverage		7,274			15,729			14,215			15,348			13,547
Recreation and other		15,435			12,379			13,862			14,908			11,881
Marketing		2,868			8,920			8,816			10,005			8,344
General and administrative		6,973			15,713			11,192			11,390			13,252
Shared Service-Related Parties		5,544			5,104			5,207			5,571			5,824
Pre-opening costs and expenses		8,324			—			—			—			—
Depreciation and amortization		7,270			17,779			18,170			16,061			12,162
Insurance reimbursement		—			—			—			—			(5,406	)
Storm costs		—			—			—			—			377
Loss on disposal of assets		—			—			7			64			294

Total operating expenses		80,104			107,984			102,503			104,428			91,282


Income from operations		12,930			5,467			22,349			20,009			25,226
Interest Income (expense), net of amounts capitalized		(10,887	)		(26,398	)		(26,362	)		(26,230	)		(26,115	)
Other non-operating income		97			(337	)		48			47			31

Net income (loss)	$	2,140		$	(21,268	)	$	(3,965	)	$	(6,174	)	$	(858	)


	Fiscal Year Ended April 30,
Other Financial Data:	2005			2006			2007			2008			2009
EBITDA (1)	$	20,297		$	22,909		$	40,567		$	36,117		$	37,419
Capital expenditures		88,661			14,769			472			1,298			9,358
Cash provided by (used in) operating activities		(3,135	)		(1,528	)		10,583			11,297			8,728
Cash provided by (used in) financing activities		95,183			25,218			(8,906	)		(11,953	)		(11,610	)
Ratio of Earnings to Fixed Charges (2)		—			—			—			1.3x			—

Property Data (as of end of period except win per day data) (unaudited)
Gross slot win per day	$	147		$	129		$	131		$	134		$	131
Table game win per day		646			513			595			601			576
Number of slot machines		1,503			1,510			1,501			1,462			1,423
Number of table games		56			47			46			42			45
Number of hotel rooms		273			273			273			273			273
Number of restaurant seats		803			803			803			803			803
Gaming square footage		55,000			55,000			55,000			55,000			55,000
Balance Sheet Data:
Cash and cash equivalents	$	13,718		$	16,768		$	16,930		$	14,975		$	7,557
Total assets		293,694			273,360			235,539			217,944			205,097
Total debt and capital lease obligations		201,528			211,530			208,174			204,639			200,991
Total equity (deficit)		58,143			31,365			4,421			(9,757	)		(18,618	)


(1)		We define EBITDA as earnings before interest, taxes, depreciation and amortization. We are instrumentalities of a sovereign Indian nation and are not subject to federal or state income tax. Below is a quantitative reconciliation of EBITDA to the most directly comparable GAAP financial performance measure, which is net income:


	Fiscal Year Ended April 30,
	2005		2006			2007			2008			2009
Net income (loss)	$	2,140	$	(21,268	)	$	(3,965	)	$	(6,174	)	$	(858	)
Interest expense (income), net		10,887		26,398			26,362			26,230			26,115
Depreciation and amortization		7,270		17,779			18,170			16,061			12,162


EBITDA	$	20,297	$	22,909		$	40,567		$	36,117		$	37,419

We caution you that amounts presented in accordance with our definition of EBITDA may not be comparable to similar measures disclosed by other issuers because not all issuers and analysts calculate EBITDA in the same manner. EBITDA is presented in this Form 10-K because management believes it is a useful supplement to income from operations and cash provided by operating activities in understanding cash flows available for debt service, capital expenditures and Tribal distributions. Accordingly, our management utilizes EBITDA along with net income, income from operations and other GAAP measures in evaluating our operations and performance. EBITDA should not be considered as an alternative measure of our net income, income from operations, cash flow or liquidity. EBITDA is not a measurement of financial performance or liquidity in accordance with GAAP. Although we believe EBITDA enhances your understanding of our financial condition and results of operations, this non-GAAP financial measure, when viewed individually, is not necessarily a better indicator of any trend as compared to GAAP financial measures (e.g., income from operations, net revenues, cash provided by operating activities) conventionally computed in accordance with GAAP.

(2) Ratio of earnings to fixed charges

“Earnings” consist of income (loss) from continuing operations including amortization of capitalized interest, before extraordinary items, and fixed charges. “Fixed charges” consist of interest expense, capitalized expenses related to indebtedness, the portion of operating lease expense that represents interest and any preference security dividend requirements of consolidated subsidiaries. The table in Exhibit 12.1 sets forth our calculation of ratio of earnings to fixed charges for the periods indicated.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has incurred significant losses and did not generate sufficient cash to make the May 15, 2009 interest payment on its 12% senior notes due 2010. This non-payment of interest constitutes an event of default under the indenture governing the senior notes. As of April 30, 2009, the Company had negative working capital of approximately $214 million and a total deficit of approximately $18.7 million. The event of default, along with the Company’s history of recurring losses, negative working capital and limited access to capital, has raised substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We did not make the scheduled $12.0 million interest payment on our senior notes due 2010 scheduled to be made on May 15, 2009. Our failure to make the interest payment on or before June 15, 2009 constitutes an event of default under the indenture governing the senior notes and the trustee or holders of at least 25% of the outstanding principal amount of the notes could declare all of the notes immediately due and payable. Pursuant to the indenture, we are obligated to pay interest on overdue installments of interest payable on the senior notes at a rate equal to 13% per annum (1% per annum in excess of the then applicable annual interest rate on the senior notes). The Tribe has engaged financial advisors to assist the Company with the evaluation and implementation of financial and strategic alternatives. If our senior notes are declared immediately due and payable, it would constitute a default under the terms of our furniture and equipment loan and the lenders thereunder could declare the outstanding loan to be immediately due and payable and may enforce their rights to the collateral securing the loan, which would have a material adverse effect on our business. We are currently in discussions with certain of our debtholders regarding these issues, although we have received temporary forbearance agreements from those lenders with respect to our failure to make the interest payment.

Historically, IMG Resort and Casino has not generated sufficient cash flow from operations to satisfy our capital requirements and relied upon debt financing arrangements to satisfy such requirements. The current cash flows and capital resources may be insufficient to meet both short and long term debt obligations and commitments, and IMG Resort and Casino may be forced to reduce or delay activities and capital expenditures if IMG Resort and Casino is unable to refinance its debt. In the event that IMG Resort and Casino is unable to refinance or restructure its debt, IMG Resort and Casino will be left without sufficient liquidity and IMG Resort and Casino will not be able to meet the debt service requirements and repayment obligations.

We believe that our ability to fund our operations, make planned capital expenditures, and make scheduled payments depends on our future operating performance and success in seeking to increase operating efficiencies and reduce operating expenses, which are subject to economic, financial, business and other conditions, some of which are beyond our control.

Additionally, our ability to incur additional indebtedness is limited under the terms of the indenture governing the Notes. If our expected operating performance or success in increasing operating efficiencies and reducing operating expenses does not meet management expectations, we may need to arrange for additional sources of funding in the form of permitted borrowings under our indenture or contributions from the Tribe, which sources of funding cannot be assured.

Summary of Past Year’s Activities

The challenges for IMGRC were significant this year. However, during the year, there were a number of accomplishments and significant changes were made during the fourth quarter of fiscal 2009 that we believe will prepare the Company for the future. Winter tourism at the IMRGC and in the regional in general was adversely affected by the lack of

natural snowfall in the second half of the fiscal year. Management made several operational adjustments to make the best of economic conditions that resulted. A summary of the most notable activities from the past year are highlighted below:

Inn of the Mountain Gods Resort & Casino

•

Marketing and Slot Operational Programs

	•		Enhancing Guest Loyalty Program — The Apache Spirit Club is the guest loyalty program that offers incremental value to the guest for gaming & non-gaming spending. The program is a tiered guest loyalty program in which customers earn points for gaming activity. Points accumulated from gaming activity can be redeemed for all goods and services offered by any of IMGRC’s hospitality enterprises as well as for cash back — the program also offers a 5% discount in all non-gaming outlets. Current efforts are focused on compiling customer spending data resort-wide in order to provide offers and incentives that match the guest’s interests and further maximize revenue per guest.

	•		Ongoing Direct Marketing Efforts — Direct marketing efforts continue to be refined using greater segmentation to more closely align reinvestment in the player with their earning potential. The scope of offers was also expanded to reach a broader mix of customers to stimulate repeat visitation during off-peak periods. The number of levels for casino offers increased from five tiers to seven tiers to provide more balanced customer reinvestment.

	•		Aggressive Special Events, Promotions & Concert Schedule — These programs are staged weekly to drive visitation and gaming activity during slower periods and to introduce new clientele to the Resort.

	•		Refinements in Game Mix — Management continues to make refinements in game mix by reducing wide-area progressive games in favor of participation games with lower hold percentages and smaller participation payment to the machine manufactures.

•

Boosting Room Occupancy

	•		Leisure Marketing — Increases in occupancy from the leisure market segment has been achieved through direct marketing to established guests and prospects, as well as by broad-based advertising at strategic times.

	•		Daily Yield Management — A broad range of rates is utilized with adjustments being made to the available rate on a daily basis in small increments of $10-$20. Emphasis has been placed on driving occupancy with modest year-over-year increases in the average rate.

	•		Group Sales — The group sales staff expanded efforts to increase market share as well as improve the capture rate of select groups with greater spending profiles by cross marketing the enterprise’s other recreational activities.

•

Enhancing Guest Satisfaction

	•		Apache Academy Training — All employees were required to attend different classes of mandatory training covering all major aspects of customer service, leadership, culture, and service.

	•		Anonymous Shoppers Program — An anonymous shopping company was continued to provide detailed accounts of an individual customer’s experience in all areas of the operations; the data collected was utilized for training and developing operational improvements.

	•		Ongoing Guest Satisfaction Program — A seven-point survey instrument continues to be used to measure satisfaction in all areas of the Resort and on a broad range of issues.

Casino Apache

•

Improving Consistency in Products & Services

	•		The Director of Operations for the Casino Apache Travel Center has, through the onsite monitoring of day-to-day business, been able to enhance service and streamline operation.

	•		Slot Mix Refresh — The Slot Management team has eliminated all wide-area progressive games and replaced them with participation games to reduce operational costs.

	•		Table Games Training — Dealer and supervisory personnel in table games were required to undergo training, auditions and academic testing on game rules and protection measures.

•

Promotional & Marketing Programs

	•		Seniors Program — Mondays are dedicated to values reserved just for seniors — food and beverage and gaming offers reward players for repeat visitation and rated play — cash promotions for slot and table games play compensate players for extended play time.

	•		Steak & Shrimp Special — This special meal is $7.77 when you earn 10 points from gaming activity or $12.95 without points. It currently is the 5^th best selling item on the menu and is available Tuesday through Friday.

	•		Tobacco Products — Discount tobacco product distribution was relocated into the main retail sales area inside the Casino Apache Travel Center. This provided for an opportunity for more casino floor space and greater convenience for the customers purchasing the discounted tobacco products. Discount pricing is also offered on premium brand tobacco products to attract repeat visitation to the facility and build loyalty.

Ski Apache

•

Natural Snowfall & Operations

	•		During last year’s ski season, the mountain received below average natural snowfall. This lack of snow discouraged the skier market and drove skier visits down. Therefore, management was forced to operate the ski facility without the average level of revenue; adjustments were made not only to variable costs, but to fixed costs as well to ensure that a profit could be generated.

	•		Operational Improvements — Labor hours were scheduled to more closely coincide with historical fluctuations in business levels through weekly labor forecasting and daily approvals of hours worked. Service was improved through training and constant reviews by management in all areas of the operations. The Director of Ski Operations continued to reorganize the personal at the Ski facility to better utilize the skills and talents of the current Ski Apache team members.

	•		Lift Maintenance — The management team has done a superior job in the area of lift maintenance — not only is the work ahead of schedule but the level of detail in documentation was significantly improved above industry standards.

IMGRC Championship Golf

•

Event Marketing to Refine the Brand

•

Marquis Golf Tournaments — For the past four years, the IMGRC Championship Golf course has been the host location for the two largest and most prestigious tournaments in the State of New Mexico: the Adams Golf Pro Tour Series and the New Mexico Open. These events attract full fields of PGA professionals and also garner regional media coverage in newspaper and radio.

•

Green Fee Pricing

•

Management implemented a strategy of increases in the green fee pricing structure for this fiscal year. The increased pricing structure and a late opening of the course because of weather conditions caused the golf course to incur a substantial decrease in the number of rounds played throughout the fiscal year. The increase in the green fee did however result in an increase in overall green fee revenue in a year-over-year comparison. This strategy did however result in a decrease in the number of golfers; which decrease subsequently adversely affected the revenue in the categories of cart rental and retail sales for the golf course.

Mescalero Big Game Hunts

•

Continuation of Key Brand Alliance

•

Christensen Firearms Manufacturing — This company is a manufacturer of premium firearms for big game hunting and brings a camera crew once per year to film an actual bull elk hunt out in the field. The coverage also includes footage of the Inn and the other hospitality enterprises. All of this footage is then edited together to create a 30-minute television program for ESPN or the Outdoor Life network; which the show airs multiple times during the year.

Significant Challenges and Accomplishments

The challenges faced by IMGRC over the past year were significant. However, the list of accomplishments over the past fiscal year is extensive and involves each of the individual hospitality enterprises:

	•		Bond Payments — We currently have outstanding $200.0 million aggregate principal amount of 12% Senior Notes due 2010 (the “Senior Notes”). During the first quarter of fiscal 2010, IMGRC failed to make its interest payment due May 15, 2009. Failure to make such payment constitutes an event of default under the indenture governing the Senior Notes (the “Indenture”). Upon the occurrence of an event of default under the Indenture, the trustee under the Indenture or holders of at least 25% of the outstanding principal amount of the Senior Notes may declare all of the Senior Notes to be due and payable immediately. Pursuant to the Indenture, we are obligated to pay interest on overdue installments of interest payable on the Senior Notes at a rate equal to 13% per annum (1% per annum in excess of the then applicable annual interest rate on the Senior Notes). The Tribe has engaged financial advisors to assist the Company with the evaluation and implementation of financial and strategic alternatives.

	•		Flood Damage. — In late July 2008, the remnants of Hurricane Dolly brought torrential rain and caused significant flash flood damage at Ski Apache and the Inn of the Mountain Gods Championship Golf Course, damaging buildings, land, and equipment.

	•		Fire Impairment Ski Apache — On November 7, 2008, Ski Apache experienced a fire. The fire was confined to a single metal building used largely for maintenance and repair parts for ski operations related equipment. The replacement cost for damage to the building, its contents, other large equipment and vehicles affected were adequately insured to cover the replacement costs. Despite this fire and flood event, Ski Apache opened on time for the season on November 26, 2008. These events did not have a materially adverse effect on the results of operations of IMGRC.

	•		Lack of Natural Snowfall for Ski Apache — As with the previous year Ski Apache had been adversely impacted by the decline in snow fall levels. This effected both gross revenues and profitably for Ski Apache for the fiscal year. Solid preparations by the ski management team, overall financial management and the continued development of snow making capabilities of the ski operations are critical to the financial success of the Company. The challenges experienced by Ski Apache and the reduced tourism due to the lack of snow affected the entire IMGRC enterprise.

	•		Changes in the Management Team — The Management team has experienced a number of changes over the course of the fiscal year. The Chief Operating Officer, Chief Financial Officer, Casino Operations Director and Marketing Director were released in March of 2009. A number of these changes caused operational challenges for the Company and continue to affect all areas of the enterprise. On June 1, 2009, IMGRC hired a new Chief Operating Officer and is in process of interviewing candidates to replace other key positions. On July 10, 2009, Pamela Gallegos resigned her position as Interim-Chief Financial Officer.

	•		Labor Cost — Further efforts to contain costs were implemented during fourth quarter. These efforts included a temporary reduction in salary levels, reduced hours, and a reduction in benefits. This resulted in a significant reduction in year-over-year payroll costs during that period. During the first quarter of Fiscal 2010, salary levels and hours were returned to prior levels.

	•		Other Cost Containment Efforts- The IMGRC is also implementing a number of other initiatives to reduce operating expenses, including marketing efficiencies, reducing hours of operations in some outlets, and working with all business partners and service providers to increase cost-effectiveness.

	•		Warner Gaming — In February 2009, Bill Warner of Warner Gaming was brought on as a consultant in assessing and recommending improvements to operations, including a detailed review of the Company’s cost structure to identify areas of potential cost savings and an in-depth review of operations to determine how to enhance revenues and profitability. As described above, the Company has recently approved many of Warner Gaming’s recommendations. Warner Gaming, LLC provides high level expertise in the operation of casino properties. Warner Gaming has assembled a core team of industry professionals with expertise in all areas of casino and resort operations.

	•		AAA Four Diamond Award — The Inn received its 4th consecutive four diamond award during fiscal year 2009. Only 3% of resorts nation-wide achieve this distinction; only 8 resorts in New Mexico also received this award.

	•		Meetings & Conventions Magazine — This key industry publication awarded the Inn the prestigious Gold Tee award for excellence in meetings and golf facilities. This recognition also comes from a premium target customer market that represents an accelerated revenue growth opportunity for the Inn.

	•		El Paso Magazine — This regional publication originates in the Inn’s top customer market and identified IMGRC as the top getaway destination in the region for El Paso residents.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the recorded amount of assets and liabilities at the date of the financial statements and revenues and expenses during the period. Significant accounting policies employed by us, including the use of estimates and assumptions, are presented in the notes to our consolidated financial statements included elsewhere in this Form 10-K. Our management bases its estimates on its historical experience, together with other relevant factors, in order to form the basis for making judgments that will affect the carrying value of assets and liabilities. On an ongoing basis, management evaluates its estimates and makes changes to carrying values as deemed necessary and appropriate. Actual results could differ from those estimates.

Revenue Recognition. In accordance with gaming industry practice, we recognize gaming revenues as the net win from gaming activities, which is the difference between gaming wins and losses. Gaming revenues are net of accruals for anticipated payouts of progressive slot jackpots and table games. These anticipated jackpot payments are reflected as current liabilities on our balance sheets. Net slot win represents all amounts played in the slot machines reduced by the winnings paid out. Table games net win represents the difference between table game wins and losses. The table games historical win percentage is reasonably predictable over time, but may vary considerably during shorter periods. Revenues from food, beverage, rooms, recreation, retail and other are recognized at the time the related service or sale is completed. Player reward redemptions for food and beverage, hotel rooms and other items are included in gross revenue at full retail value.

Promotional Allowances. IMG Resort and Casino periodically rewards rooms and other promotions, including Apache Spirit Club points and gift certificates, to its customers. The retail value of these player rebates are recognized by IMG Resort and Casino as a reduction from gross revenue. The total vouchers recognized by IMG Resort and Casino were approximately $2,255,000, $2,105,000 and $827,000 for the years ended April 30, 2007, 2008 and 2009, respectively.

The Casino’s Apache Spirit Club allows customers to earn “points” based on the volume of their gaming activity. These points are redeemable for certain services or merchandise. Points are accrued based upon their historical redemption rate multiplied by the cash value or the cost of providing the applicable rewards services. The player’s club point’s liability is included in accrued expenses and totaled $1,046,957 at April 30, 2008 and $1,153,398 at April 30, 2009.

Emerging Issues Task Force (“EITF”) Issue No. 00-14, Accounting for Certain Sales Incentives, requires that discounts which result in a reduction in or refund of the selling price of a product or service in a single exchange transaction be recorded as a reduction of revenues. We adopted EITF 00-14 on April 30, 2001. Our accounting policy related to free or discounted food and beverage and other services already complies with EITF 00-14, and those free or discounted services are generally deducted from gross revenues as “promotional allowances.” In January 2001, the EITF reached a consensus on certain issues related to Issue No. 00-22, Accounting for “Points” and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Reproduces, or Services to be delivered in the future. Effective January 1, 2001, we, through our wholly-owned subsidiaries adopted EITF 00-22, which requires that cash or equivalent amounts provided or returned to customers as part of a transaction not be shown as an expense, but instead as an offset to the related revenue.

Classification of Departmental Costs. Gaming direct costs are comprised of all costs of the Resorts’ gaming operation, including labor costs for casino-based supply costs, certain (including costs in operating our players’ clubs) and other direct operating costs of the casinos. Food and beverage direct costs are comprised of all costs of the Resorts’ food and beverage operations, including labor costs for personnel employed by the Resorts’ restaurants and food and beverage, supply costs for all food and beverages served in the casinos or sold in the Resorts’ restaurants and other food outlets and other expenses including other direct operating expenses related to these activities. General and administrative direct costs are comprised of administrative expenses at our headquarters, including the salaries of corporate officers, accounting, finance, legal and other professional expense and occupancy costs and other indirect costs not included in the direct costs of our operating departments.

Deferred Financing Costs. Debt issuance costs incurred in connection with the issuance of IMG Resort and Casino financing were capitalized and are being amortized using the straight-line method over the stated maturity of the debt, which approximates the effective interest method. Unamortized deferred financing costs totaled approximately $2.8 million as of April 30, 2009.

Impairment of Long-Lived Assets

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. In August 2001, the Financial Accounting Standards Board issued Statement of Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), which established the approach to be used in the determination of impairment.

Under the provisions of SFAS 144, a long-lived asset to be abandoned is disposed of when it ceases to be used. If an entity commits to a plan to abandon a long-lived asset before the end of its previously estimated useful life, depreciation estimates shall be revised to reflect the use of the asset over its shortened useful life.

During the year ended April 30, 2009, we recorded a loss on disposal of assets of $293,896 including, $46,118 related to storm damage and $234,350 related to fire damage to a building at Ski Apache.

Results of Operations

Fiscal Year Ended April 30, 2009 Compared to the Fiscal Year Ended April 30, 2008

Net Revenues. Net revenues decreased $7.9 million, or 0.6%, to $116.5 million for the fiscal year ended April 30, 2009 from $124.4 million for the fiscal year ended April 30, 2008. Gaming revenues decreased $3.1 million, down 4.0% from the comparable period; food and beverage revenues decreased $1.8 million, or 12.0%, over the comparable period; and hotel revenues decreased $0.8 million over that of a year ago.

Gaming. Gaming revenues decreased $3.1 million, or 4.0%, to $74.4 million for fiscal year ended April 30, 2009 from $77.5 million for the fiscal year ended April 30, 2008. Slot revenues decreased to $64.0 million for the fiscal year ended April 30, 2009 from $66.7 million for the fiscal year ended April 30, 2008. Gross slot win per unit, per day was $132 for the fiscal year ended April 30, 2009 compared to $134 for the fiscal year ended April 30, 2008. Table games revenue decreased $0.4 million to $10.4 million for the fiscal year ended April 30, 2009 from $10.8 million for the fiscal year ended April 30, 2008.

Hotel. Hotel revenues decreased $0.8 million, or 6.0%, to $12.7 million for fiscal year ended April 30, 2009 from $13.5 million for the fiscal year ended April 30, 2008. Occupancy rates averaged 72% for the fiscal year ended April 30, 2009 and 74% for the fiscal year ended April 30, 2008, average daily rate was $175 as compared to $169 for the fiscal year ended April 30, 2008 and revenue per available room was $126.

Food and Beverage. Food and beverage revenues decreased $1.8 million, or 12.0%, to $13.2 million for the fiscal year ended April 30, 2009 from $15.0 million for the fiscal year ended April 30, 2008 due to a decrease in covers.

Recreation and Other. Recreation and other revenues decreased $3.4 million, or 17.0% to $17.2 million for the April 30, 2009 compared to $20.6 million for the April 30, 2008. The decrease is attributable to a decrease in the sale of fuel as well as a decrease in lift revenue.

Promotional Allowances. Promotional allowances were $0.9 million for the fiscal year ended April 30, 2009 compared to $2.1 million for the fiscal year ended April 30, 2008, a decrease of $1.2 million due to a refined marketing plan which is a tiered direct marking plan as opposed to a mass marketing plan.

Total Operating Expenses. Total operating expenses decreased $13.1 million to $91.3 million for the fiscal year ended April 30, 2009 from $104.4 million for the fiscal year ended April 30, 2008. The decrease in total operating expense was due to decreases in food and beverage, recreation and marketing expenses as well as the insurance reimbursement of $5.4 million.

Gaming. Gaming expenses decreased $0.4 million to $26.2 million for the fiscal year ended April 30, 2009 from $26.6 million for the fiscal year ended April 30, 2008 due to a decrease in revenue sharing fees associated with a decrease in revenue as well as a decrease in wages. Gaming expenses as a percentage of gaming revenues increased 1.0%, from 35.3% for the fiscal year ended April 30, 2009 compared to 34.3% for the fiscal year ended April 30, 2008.

Hotel. Hotel expenses increased to $4.8 million for the fiscal year ended April 30, 2009 from $4.4 million for the fiscal year ended April 30, 2008 due an increase in salaries and benefits. Hotel expenses represented 37.6% of hotel revenue for the fiscal year ended April 2009 as compared to 32.9% of hotel revenue for the fiscal year ended April 30, 2008.

Food and Beverage. Food and beverage expenses decreased $1.8 million, or 12%, to $13.5 million for the fiscal year ended April 30, 2009 from $15.3 million for the fiscal year ended April 30, 2008. Food and beverage expenses as a percent of food and beverage revenues remained flat at 102% for the fiscal years ended April 30, 2009 and 2008. Cost of Goods Sold as a percent of revenue decreased 2% from 2009 to 2008 and wages increased $0.02 million or 6.2% as a percent of revenue from 2008.

Recreation and Other. Recreation and other costs decreased $3.0 million, or 20.0% to $11.9 million for the fiscal year ended April 30, 2009 from $14.9 million for the fiscal year ended April 30, 2008 due to decrease in salaries and benefits as well as a decrease in cost of goods sold associated with fuel.

Marketing and Advertising. Marketing and advertising costs decreased $1.7 million or 17.0% to $8.3 million for the fiscal year ended April 30, 2009 from $10.0 million for the fiscal year ended April 30, 2008 due to a decrease in expenses associated with the cancellation of the air charter program.

General and Administrative. General and administrative expenses increased $1.9 million, or 16%, to $13.2 million for the fiscal year ended April 30, 2009 from $11.4 million for the fiscal year ended April 30, 2008 due to an increase in benefits, salaries, and other operating expenses.

Health Insurance. Health insurance expenses increased $0.3 million to $2.4 million for the year ended April 30, 2009 from $2.1 million for the year ended April 30, 2008.

Mescalero Apache 401(K). Mescalero Apache 401(K) expenses remained flat at $0.9 million for the year ended April 30, 2009 and 2008 due to a cease in the match contribution made by IMGRC.

Mescalero Apache Telecom. Mescalero Apache Telecom expenses remained flat at $0.2 million for the years ended April 30, 2009 and 2008.

Tribal Regulatory Fees. Tribal regulatory fees remained flat at $2.4 million for the year ended April 30, 2009 and 2008.

Depreciation. Depreciation decreased $3.9 million to $12.2 million for the fiscal year ended April 30, 2009 from $16.1 million for the fiscal year ended April 30, 2008 due to fully depreciated assets.

Insurance Reimbursement. Insurance reimbursement for the year ended April 30, 2009 was $5.4 million and is the gain recorded from the reconstruction of storm damaged, leasehold improvements, buildings and equipment that were fully depreciated at the time of the storm. This amount included $5.0 million from insurance and $394,983 from FEMA.

Storm Costs. Storm costs were $0.4 million for the year ended April 30, 2009. Storm costs were expenses related to the cost of repairing the damages as a result of severe flooding from heavy rainfall from the remnants of Hurricane Dolly on July 27, 2008. Total damage was approximately $5.9 million, which included the previously mentioned storm cost, loss on disposal of assets and fixed assets replacements.

Loss on disposal of assets. During the year ended April 30, 2009, we recorded a loss on disposal of assets of $293,896 including, $46,118 related to storm damage and $234,350 related to fire damage to a building at Ski Apache.

Income from Operations. Income from operations increased $5.2 million, or 26%, to $25.2 million for the fiscal year ended April 30, 2009 from $20.0 million for the fiscal year ended April 30, 2008, as a result of a credit in the insurance reimbursement.

Other Income (Expenses). Other non-operating expenses decreased $0.2 million to $26.2 million for the fiscal year ended April 30, 2009 from $26.4 million for the fiscal year ended April 30, 2008. Other income (expenses) is comprised of interest income and other income minus interest expense and other expenses.

Fiscal Year Ended April 30, 2008 Compared to Fiscal Year Ended April 30, 2007

Net Revenues. Net revenues decreased $0.5 million, or (0.4)%, to $124.4 million for the fiscal year ended April 30, 2008 from $124.9 million for the fiscal year ended April 30, 2007. Gaming revenues increased $1.0 million, up 1.3% over the comparable period; food and beverage revenues increased $1.1 million, or 7.3%, over the comparable period; and hotel revenues increased $0.03 million over that of a year ago.

Gaming. Gaming revenues increased $1.0 million, or 1.3%, to $77.5 million for fiscal year ended April 30, 2008 from $76.5 million for the fiscal year ended April 30, 2007. Slot revenues increased to $72.0 million for the fiscal year ended April 30, 2008 from $71.6 million for the fiscal year ended April 30, 2007. Gross slot win per unit, per day was $134 for the fiscal year ended April 30, 2008 compared to $131 for the fiscal year ended April 30, 2007. Table games revenue remained flat at $10.8 million for the fiscal years ended April 30, 2008 and 2007.

Hotel. Hotel revenues remained flat at $13.5 million for the fiscal years ended April 30, 2008 and 2007. Occupancy rates averaged 74% over the fiscal years ended April 30, 2008 and 2007, average daily rate was $169 as compared to $175 for the fiscal year ended April 30, 2007 and revenue per available room was $126.

Food and Beverage. Food and beverage revenues increased $1.1 million, or 7.3%, to $15.0 million for the fiscal year ended April 30, 2008 from $13.9 million for the fiscal year ended April 30, 2007 due to an increase in covers.

Recreation and Other. Recreation and other revenues decreased $2.6 million, or (11.2)% to $20.6 million for the April 30, 2008 compared to $23.2 million for the April 30, 2007. The decrease is attributable to the low snowfall experienced this season at Ski Apache resort consequently decreasing revenue as contrasted to 2007 when we had average snowfall.

Promotional Allowances. Promotional allowances were $2.1 million for the fiscal year ended April 30, 2008 compared to $2.3 million for the fiscal year ended April 30, 2007, a decrease of $0.2 million due to a refined marketing plan. This plan expends more in direct player rewards and less in broad based promotion more proportionately to their level of play and de-

emphasizes broad based promotional activity, which tends to concentrate returned values to a very limited numbers of patrons.

Total Operating Expenses. Total operating expenses increased $1.9 million to $104.4 million for the fiscal year ended April 30, 2008 from $102.5 million for the fiscal year ended April 30, 2007. As a percentage of revenues, operating expenses increased by 1.8% of revenue for the fiscal year ended April 30, 2008. The increase in total operating expense was due to increased salaries and wages, air charter services, and cost of goods sold.

Gaming. Gaming expenses increased $0.2 million to $26.6 million for the fiscal year ended April 30, 2008 from $26.4 million for the fiscal year ended April 30, 2007 due to an increase in revenue sharing fees associated with increased gaming revenue. Gaming expenses as a percentage of gaming revenues decreased 0.2%, from 34.3% for the fiscal year ended April 30, 2008 compared to 34.5% for the fiscal year ended April 30, 2007.

Hotel. Hotel expenses decreased to $4.4 million for the fiscal year ended April 30, 2008 from $4.7 million for the fiscal year ended April 30, 2007 due to cost containment by management in the areas of labor and supplies expense. Hotel expenses represented 32.6% of hotel revenue for the fiscal year ended April 2008 as compared to 34.8% of hotel revenue for the fiscal year ended April 30, 2007.

Food and Beverage. Food and beverage expenses increased $1.1 million, or 8%, to $15.3 million for the fiscal year ended April 30, 2008 from $14.2 million for the fiscal year ended April 30, 2007 due to an increase in salaries and wages and cost of goods sold related to increased revenue. Food and beverage expenses as a percent of food and beverage revenues remained flat at (102%) for the fiscal years ended April 30, 2008 and 2007. Cost of Goods Sold as a percent of revenue increased 2% from 2007 to 2008 and wages increased $0.3 million or 1.3% as a percent of revenue from 2007.

Recreation and Other. Recreation and other costs increased $1.0 million, or 7.2% to $14.9 million for the fiscal year ended April 30, 2008 from $13.9 million for the fiscal year ended April 30, 2007 due to increases in salaries and wages, repairs and maintenance and cost of goods sold.

Marketing and Advertising. Marketing and advertising costs increased $1.2 million, or 13.6% to $10.0 million for the fiscal year ended April 30, 2008 from $8.8 million for the fiscal year ended April 30, 2007 due to additions to sales staff, air charter advertising, and air charter operations.

General and Administrative. General and administrative expenses increased $0.2 million, or 1.8%, to $11.4 million for the fiscal year ended April 30, 2008 from $11.2 million for the fiscal year ended April 30, 2007 to increase costs associated with Sarbanes-Oxley compliance.

Health Insurance. Health insurance expenses decreased $0.2 million to $2.1 million for the year ended April 30, 2008 from $2.3 million for the year ended April 30, 2007 as the number of enrolled employees decreased.

Mescalero Apache 401(K). Mescalero Apache 401(K) expenses increased $0.6 million to $0.9 million for year ended April 30, 2008, from $0.3 million for year ended April 30, 2007 because the 401(K) plan began on January 1, 2007. The year ended April 30, 2007 contains four months of the 401(K) plan, as compared to the year ended April 30, 2008, which included twelve months.

Mescalero Apache Telecom. Mescalero Apache Telecom expenses remained flat at $0.2 million for the years ended April 30, 2008 and 2007.

Tribal Regulatory Fees. Tribal regulatory fees remained flat at $2.4 million for the year ended April 30, 2008 and 2007.

Depreciation. Depreciation decreased $2.1 million to $16.1 million for the fiscal year ended April 30, 2008 from $18.2 million for the fiscal year ended April 30, 2007 due to fully depreciated assets.

Income from Operations. Income from Operations decreased $2.3 million, or 10.3%, to $20.0 million for the fiscal year ended April 30, 2008 from $22.3 million for the fiscal year ended April 30, 2007, as a result of a decrease in the natural snowfall experienced this season at Ski Apache and increased costs associated with the Air Charter service.

Other Income (Expenses). Other non-operating expenses decreased $0.1 million to $26.2 million for the fiscal year ended April 30, 2008 from $26.3 million for the fiscal year ended April 30, 2007.

Other income (expenses) is comprised of interest income and other income minus interest expense and other expenses.

Liquidity and Capital Resources

As of April 30, 2009 and April 30, 2008, we had cash and cash equivalents of $7.6 million and $15.0 million, respectively. Our principal sources of liquidity for the fiscal year ended April 30, 2009 were cash from operating activities of $8.7 million, offset by approximately $4.5 million used in investing and $11.6 million used in financing activities.

Trends in our operating cash flows follow trends in our operating income, excluding gains and losses from investing activities, since our business is primarily cash-based. Cash provided in operating activities was $8.7 million, a $2.6 million decrease from the previous year as a result of a decrease in operating income, net of insurance reimbursements of $5.4 million and depreciation and amortization expenses.

Cash used in investing activities for the fiscal year ended April 30, 2009 was $4.5 million, primarily due to capital expenditures of $3.1 million in snowmaking equipment, $1.0 in gaming equipment and $0.7 million in furniture, fixtures and equipment and other.

Cash used by financing activities for the fiscal year ended April 30, 2009 was $11.6 million due to distributions to the Tribe of $8.0 million for government service payments, and capital equipment loan principal payments of $3.6 million. We intend to continue to make distributions to the Tribe subject to the restrictions set forth in the indenture.

On January 30, 2009, Standard & Poor’s Ratings Services revised its outlook on Inn of the Mountain Gods Resort and Casino (IMG) to stable from negative. The stable outlook reflects S&P’s expectation that IMG will generate steady revenue with the potential for mid-single-digit growth in the next few quarters, and that management will continue to hold, if not improve, margins in line with recent performance. Rating upside potential is currently unlikely and would necessitate several more quarters of revenue improvement to gain comfort that growth trends are sustainable. If growth trends reverse (possibly related to pressure from a weakening economy), leading to a deterioration of credit measures, the outlook could be revised to negative.

On May 18, 2009, Standard and Poor’s Ratings Services lowered its issuer credit rating for Inn of the Mountain Gods Resort and Casino (IMG) to ‘D’ from ‘CCC’, as well as lowered the issue-level rating on IMG’s $200 million 12% senior unsecured notes due Nov. 15, 2010 to ‘D’ from ‘CCC’. The rationale behind the decrease in the ratings is was due to IMG not making its $12 million interest payment on its senior note scheduled for May 15, 2009, as described below.

Description of Indebtedness

The Notes

On November 3, 2003, we issued $200.0 million senior notes, with fixed interest payable at a rate of 12% per annum. Interest on the notes is payable semi-annually on May 15 and November 15. The notes mature on November 15, 2010. As of April 30, 2009 accrued interest payable on the Notes was $11.2 million.

The Notes rank senior in right of payment to all of our future indebtedness or other obligations that are, by their terms, expressly subordinated in right of payment to the notes. In addition, the Notes rank equal in right of payment to all of our existing and future senior unsecured indebtedness and other obligations that are not, by their terms, expressly subordinated in right of payment to the notes. Each of our wholly-owned subsidiaries are guarantors of the Notes.

Incurrence of Additional Indebtedness

In general, we are restricted in connection with the issuance of the Senior Notes and the related Indenture, that we would not incur any indebtedness if and to the extent the indebtedness would appear as a liability upon our balance sheet prepared in accordance with GAAP; provided however, we may incur indebtedness if certain financial ratios meet certain criteria. Furthermore, we agreed that we would not incur any indebtedness that is contractually subordinated in right of payment to our other indebtedness unless such indebtedness is also contractually subordinated in right of payment to the Senior Notes. Our ability to create liens (other than certain permitted liens) upon any of our property or assets, or any proceeds, income or profits therefrom, or assign or convey any right to receive income therefrom are restricted unless payments due under the Indenture and the Senior Notes are secured on an equal and ratable basis with (or, in the case of subordinated indebtedness, senior thereto, with the same relative priority that the Senior Notes shall have with respect to such subordinated indebtedness) the obligation so secured until such time as such obligations are no longer secured by a lien. Accordingly, our ability to incur additional debt financing is severely limited.

General Indebtedness

The Tribe, for the benefit of the Inn of the Mountain Gods, a wholly-owned subsidiary of IMG Resort and Casino, executed a promissory note dated September 1, 1982, which we refer to as the BIA Note in favor of the Department of Interior, Bureau of Indian Affairs in the amount of approximately $3.5 million. The BIA Note accrues interest at the rate of 8.5% per annum payable annually from the date of the BIA Note until paid in full on September 1, 2011. As of April 30, 2009, there is approximately $0.7 million outstanding on the BIA Note.

Credit Facility

On June 15, 2004, we entered into a $15.0 million fixed credit facility with an equipment finance company. The fixed rate loan is fully amortizable over five years. Proceeds from the interest rate loan were used to fund furniture, fixtures and equipment for the Resort. As of April 30, 2009, approximately $4.2 million remains outstanding.

As discussed above, we did not make the scheduled $12.0 million interest payment on our senior notes due 2010 scheduled to be made on May 15, 2009. If our senior notes are declared immediately due and payable, it would constitute a default under the terms of our furniture and equipment loan and the lenders thereunder could declare the outstanding loan to be immediately due and payable and may enforce their rights to the collateral securing the loan, which would have a material adverse effect on our business. Although the furniture and equipment loans are not technically in default, the Company entered into forbearance agreements with its lenders whereby the lenders agreed to forebear existing rights and remedies in the event of default.

Off-Balance Sheet Arrangements

As of April 30, 2009, we have no off-balance sheet arrangements that affect our financial condition, liquidity and results of operation. We have certain contractual obligations including long-term debt, operating leases and employment contracts.

Tabular Disclosure of Contractual Obligations

The following table sets forth, as of April 30, 2009, our scheduled principal, interest and other contractual annual cash obligations due by us for each of the periods indicated below (Dollars in thousands):


	Payments due by Period
			Less						More
			Than		1-3		3-5		Than
Contractual Obligations	Total		1 Year		Years		Years		5 Years
Long-Term Debt Obligations	$	204,922	$	203,931	$	991	$	—	$	—
Interest (a)		26,298		26,253		45		—		—

Total	$	231,220	$	230,184	$	1,036	$	—	$	—


(a)		The Senior Notes bear interest at 12% per year, payable on May 15 and November 15 of each year until maturity on November 15, 2010. As a result of the default of the Senior Notes and pursuant to the Indenture, we have classified the senior Notes as current and we are obligated to pay interest on overdue installments at 13% per annum.

A special use permit was obtained from the United States Department of Agriculture Forest Service for Ski Apache’s use of 80 acres of land in Lincoln National Forest. The permit is dated April 23, 1985, and has a term of 30 years with a yearly fee based on revenue and gross fixed assets. Occupancy fee for the years ended April 30, 2007, 2008 and 2009 totaled approximately $92,000, $55,650 and $22,672 respectively.

Regulation and Taxes

We are subject to extensive regulation by the Mescalero Apache Tribal Gaming Commission, the National Indian Gaming Commission, the NIGC, and, to a lesser extent, the New Mexico Gaming Control Board. Changes in applicable laws or regulations could have a significant impact on our operations. We are unincorporated Tribal business enterprises, directly or indirectly owned by the Tribe, a federally recognized Indian tribe, and are located on reservation land held in trust by the United States of America; therefore, we were not subject to federal or state income taxes for the years ended April 30, 2009 or 2008, nor is it anticipated we will be subject to such taxes for the foreseeable future. Various efforts have been made in the U.S. Congress over the past several years to enact legislation that would subject the income of tribal business entities, such as us, to federal income tax. Although no such legislation has been enacted, similar legislation could be passed in the future. A change in our non-taxable status could have a material adverse effect on our cash flows from operations.

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157 Fair Value Measurements (“SFAS 157”). SFAS 157 provides a new single authoritative definition of fair value and provides enhanced guidance for measuring the fair value of assets and liabilities and requires additional disclosures related to the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. SFAS 157 was effective for the Company as of May 1, 2008 and the adoption of this standard did not have a material effect on IMG Resort and Casino’s financial statements.

In February 2008, the FASB issued Staff Position (FSP) FAS 157-2, Effective Date of FASB Statement No. 157, which defers the implementation for the non-recurring nonfinancial assets and liabilities from fiscal years beginning after November 15, 2007 to fiscal years beginning after November 15, 2008. The provisions of SFAS No. 157-2 will be applied prospectively.

Retrospective application is not allowed. Companies may adopt SFAS 159 as of the beginning of a fiscal year that begins on or before November 15, 2007 if the choice to adopt early is made after SFAS 159 has been issued and within 120 days of the beginning of the fiscal year of adoption and the entity has not issued GAAP financial statements for any interim period of the fiscal year that includes the early adoption date. Companies are permitted to elect fair-value measurement for any eligible item within SFAS 159’s scope at the date they initially adopt SFAS 159. The adjustment to reflect the difference between the fair value and the current carrying amount of the assets and liabilities for which a company elects fair-value measurement is reported as a cumulative-effect adjustment to the opening balance of retained earnings upon adoption. Companies that adopt SFAS 159 early must also adopt all of SFAS 157’s requirements at the early adoption date. The adoption of this standard did not have a material effect on IMG Resort and Casino’s financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. SFAS No. 165 is effective for interim and annual fiscal periods ending after June 15, 2009. The Company is required to adopt SFAS No. 165 in the first quarter of fiscal 2010 and does not expect that adoption of SFAS No. 165 will have a material impact on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, “the FASB Accounting Codification and the Hierarchy of Generally Accepted Accounting Principles”, Replaces SFAS No. 162, establishes the sources of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. On the effective date for financial statements issued for interim and annual periods ending after September 15, 2009, the Codification will supersede all then-existing non-SEC accounting and reporting standards. SFAS No. 168 became on July 1, 2009. The Company does not expect the adoption of SFAS No. 162 to have a material effect on its results of operations and financial position.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our short term variable rate debt. As of April 30, 2009, we had no variable rate debt outstanding.

Management has and will continue to limit our exposure to interest rate risk by maintaining a conservative ratio of fixed rate, long-term debt to total debt such that variable rate exposure is kept at an acceptable level and fixing certain long-term variable rate debt through the use of interest rate swaps or interest rate caps with appropriately matching maturities.

As of April 30, 2009, we held no derivative instruments.

Item 8. Financial Statements and Supplementary Data

The financial statements required pursuant to this item are included in Part IV of this report and begin on page F-1. The supplementary financial information required by this item is included in “Item 6. Selected Financial Data.”

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Interim-Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(c) of the Securities Exchange Act of 1934) as of the end of the period covered by this Report, have concluded that as of the date, our disclosure controls and procedures were effective.

As of April 30, 2009, the Company evaluated the effectiveness and design and operation of its disclosure controls and procedures. The Company’s disclosure controls and procedures are the controls and other procedures that the Company designed to ensure that it records, processes, summarizes, and reports in a timely manner the information that it must disclose in reports that the Company files with or submits to the Securities and Exchange Commission. Liz Foster-Anderson, the principal executive officer of the Company, and principal financial officer, reviewed and participated in this evaluation. Based on this evaluation, the Company made the determination that its disclosure controls were effective.

Report of Management on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Internal control over financial reporting is the process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

There are inherent limitations in the effectiveness of internal control over financial reporting, including the possibility that misstatements may not be prevented or detected. Accordingly, even effective internal controls over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Furthermore, the effectiveness of internal controls can change as circumstances change.

Management has evaluated the effectiveness of internal control over financial reporting as of April 30, 2009, using criteria described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on management’s assessment, management concluded that the Company’s internal control over financial reporting was effective as of April 30, 2009.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

During the Company’s fourth fiscal quarter ended April 30, 2009 and since the date of the evaluation noted above, there have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect those controls.

Item 9B. Other Information

None.

PART III.

Item 10. Directors, Executive Officers and Corporate Governance

The Tribe has established IMG Resort and Casino as an unincorporated enterprise of the Tribe to operate its gaming, hotel, resort and ski businesses. IMG Resort and Casino is governed by a Management Board comprised of between seven to nine members, including: the four members of the Executive Committee of the Tribe (including the President of the Tribe who serves as Chairperson, as well as the Vice President, Secretary and Treasurer of the Tribe); the Chief Operating Officer of IMG Resort and Casino, and at least one, and up to three, independent members. The Management Board designates officers to administer the economic and business affairs of IMG Resort and Casino.

The following are our current officers and members of the Management Board of IMG Resort and Casino:


Name	Age		Position
Dr. Carleton Naiche-Palmer		62	Management Board Member (Chairperson), President of the Tribe
Jackie Blaylock		50	Management Board Member, Vice President of the Tribe
Hazel Botella-Spottedbird		52	Management Board Member, Treasurer of the Tribe
Gregory Mendez		49	Management Board Member Secretary of the Tribe
Manuel Lujan, Jr.		80	Management Board Member
R. Miles Ledgerwood		54	Management Board Member, Audit Committee Chair
Elizabeth Foster-Anderson		44	Chief Operating Officer of IMG Resort and Casino, Management Board Member and Interim-Chief Financial Officer of IMG Resort and Casino

Mrs. Botella-Spottedbird is related to the following members of the Board: Jackie D. Blaylock, Sr. (cousin) and Carleton Naiche-Palmer (cousin).

The Management Board met a total of 21 times during the fiscal year ended April 30, 2009. All members of the Management Board attended more than 90% of the time.

Dr. Carleton Naiche-Palmer serves as Chairman of the Management Board of the Inn of the Mountain Gods Resort and Casino and President of the Mescalero Apache Tribe beginning January 11, 2009. Mr. Naiche-Palmer’s term as President of the Mescalero Apache Tribe, Chairman of the Tribal Council and Executive Committee expires in January 2010. Prior to his election as President of the Tribe, Mr. Naiche-Palmer was self employed as owner of a legal firm on the Mescalero Apache Reservation. Mr. Naiche-Palmer lived in Albuquerque, NM for 27 years where he was employed by several organizations over that span of time. These organizations include: All Indian Pueblo Council, National Indian Council on Aging, American Indian Business and Technologies and Sandia National Laboratories. Mr. Naiche-Palmer holds a Bachelor of Business degree, a Master of Business degree and a Ph. D in Social and Economic Development.

Jackie Blaylock is the incoming Vice President elect of the Mescalero Apache Tribe with the term January 2009 through January 2010. Prior to his election, Mr. Blaylock has served in many different capacities with the Mescalero Apache Tribe the last 30 years. Mr. Blaylock has been the Utility Director for the tribe the last 5 years. Mr. Blaylock is currently serving on the Board of Directors for the Otero County Electric Cooper as Board Member and Secretary the last 5 years. Mr. Blaylock also currently serves on the Tribal Advisory Committee for the Indian Health Service construction services division as chairman.

Hazel Botella-Spottedbird was elected to the Tribal Council in November 2008. She took office in January 2009. She was appointed as the Treasurer of the Mescalero Apache Tribal Council and by reason of such appointment, she was appointed to the Management Board of the Inn of the Mountain Gods. On the Management Board, she was elected Treasurer of the Management Board. Mrs. Botella-Spottedbird has been employed by the Inn of the Mountain Gods since June of 2005 where she is the Accounts Receivable Coordinator. Previously she was the Director of the Mescalero Substance Abuse Program for the period of 1996-2004. Mrs. Botella-Spottedbird is 52 years of age. She completed high school in 1977. She attended the International Business College for computer and accounting courses from 1989-1990. Ms. Botella Spotted-Bird is also a member of the Audit Committee of the Management Board.

Gregory Mendez is a member of the Tribal Council. He served on the Tribal Council two different times. He was on the Council 2000-2003 and under his current term has been on the Council since 2006. Mr. Mendez is an employee of the BIA as a Range Land Specialist, which he has held for 20 years. Mr. Mendez is 49 year s of age. He has a bachelor degree from New Mexico State University. He served in the United States Marine Corps. He has held the following positions on the Tribal Council: A) Treasurer -2003 and B) Secretary 2009 forward.

Manuel Lujan Jr. has served as an independent member of the Management Board of IMG Resort and Casino since January 2005. Mr. Lujan also currently serves as the Chairman of the board of directors of Laguna Construction Company, which is owned by the Pueblo of Laguna in New Mexico. Mr. Lujan served as U.S. Congressman representing the State of New Mexico from January 1969 to January 1989 and as Secretary of the Interior under the Bush Administration from 1989 to

1993. Since 1993, Mr. Lujan has served as a lobbyist in Washington, D.C. through his company Manuel Lujan Associates, a consulting firm dealing with matters involving federal agencies.

R. Miles Ledgerwood has served as a member of the Management Board of IMG Resort and Casino since March 2005. Mr. Ledgerwood has also served as President and CEO of Alamogordo Federal Savings and Loan Association since 1983. Mr. Ledgerwood also currently serves as a member of the Board of Directors of Alamogordo Financial Corporation, Alamogordo Federal Savings and Loan Association and Space Age City Service Corporation. Mr. Ledgerwood is the Chairman of the IMG Resort and Casino Audit Committee.

Elizabeth Foster-Anderson has been the Chief Operating Officer and Interim Chief Financial Officer of the Inn of the Mountain Gods Resort and Casino and a member of the Management Board of the IMG Resort and Casino since June 2009. Ms. Foster-Anderson was the CEO/General Manager of the Shooting Star Casino Hotel and Event Center from 2002-2008. Ms. Foster-Anderson holds gaming licenses from Minnesota and Oregon and is certified in Internal Audit IIA. Ms. Foster- Anderson has been published in Woman of White Earth Nation Book in 1994 as well as being named by Global Gaming as 1 of 25 Gaming Professionals.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics applicable to all of our employees, including our Chief Executive Officer, Chief Financial Officer, and all other senior financial executives, and to our directors when acting in their capacity as directors. Our Code of Business Conduct and Ethics is designed to set the standards of business conduct and ethics and to help directors and employees resolve ethical issues. The purpose of our Code of Business Conduct and Ethics is to ensure to the greatest possible extent that our business is conducted in a consistently legal and ethical manner. Employees may submit concerns or complaints regarding audit, accounting, internal controls or other ethical issues on a confidential basis by means of a toll-free telephone call or an anonymous email. We investigate all concerns and complaints. Copies of our Code of Business Conduct and Ethics are available to investors upon written request. Any such request should be sent by mail to Inn of the Mountain Gods Resort and Casino, 287 Carrizo Canyon Road, Mescalero, New Mexico 88340, Attn: Chief Operating Officer or should be made by telephone by calling (505) 464-7000.

We intend to disclose on our website amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics that apply to our Chief Executive Officer, Chief Financial Officer, and persons performing similar functions and amendments to, or waivers from, any provision which relates to any element of our Code of Business Conduct and Ethics described in Item 406(b) of Regulation S-K.

Committees of the Board

Audit Committee. On behalf of the Management Board, the Audit Committee is responsible for providing an independent, objective review of our auditing, accounting and financial reporting process, public reports and disclosures, and system of internal controls regarding financial accounting. Currently, R. Miles Ledgerwood serves as the Audit Committee financial expert. The Management Board has determined that Mr. Ledgerwood is independent.

Compensation Committee. All members of our Management Board performed the responsibilities of the compensation committee, and participated in deliberations and made decisions concerning executive officer compensation during the course of regular board meetings or board activities conducted through unanimous consent board resolutions in lieu of meetings. Executive officers did not deliberate and vote on matters relating to their compensation as our executive officer. None of the members of the Management Board during the fiscal year ended April 30, 2009 served on the compensation committee of an entity whose executive officers served on the Management Board of the Company, and no executive officer of the Company during fiscal year 2009 served on the compensation committee or board of any company that employed any member of the Management Board.

Disclosure Committee. The Disclosure Committee was established in February 2009 and met a total of three times during the fiscal year ended April 30, 2009. There are currently five members of the Disclosure Committee. There is no compensation for being on this committee.

Item 11. Executive Compensation

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Objectives

The Company’s success depends on the expertise, talent, experience and long-term commitment of the Company’s employees, especially its executive officers. The Company’s compensation plan is intended to achieve the following objectives:

	•		To attract, retain, motivate and reward key employees to drive the successful implementation of the Company’s current and long-term financial and operating goals;

	•		To establish appropriate incentives for management and employees that are consistent with the Company’s culture and values; and

	•		To provide an annual compensation program that rewards both Company and individual performance with the proper balance between salary, and performance-based incentives.

Our named executive officers consist of our Chief Operating Officer (our COO) and our Chief Financial Officer (our CFO). Compensation of officers is established after a review of data for executives in similar positions in comparable companies, mostly companies in the hospitality and gaming fields. When reviewing individual compensation levels, the Company considers individual and corporate performance, levels of responsibility, and competitive pay practices. These factors vary from individual to individual and other subjective features are also considered such as the individual’s experience.

Roles in Establishing Executive Officers Compensation

Our executive officers compensation is set by our entire Management Board and not by a compensation committee. To the extent that an executive officer is a member of the Management Board, they recuse themselves from discussion or do not participate in compensation decisions that relate to them. The Management Board relies on input from the COO in connection with the CFO’s position and compensation. The Management Board determines the COO’s position and compensation without the input of any other executive officer. The amount of compensation for each named executive officer reflects their superior management experience and continued high level of performance over a long period of time. Currently, none of our executive officers are entitled to any cash compensation or bonuses above and beyond their base salary.

Elements of Compensation

Base Annual Compensation. The Company believes that the base salary levels of the Company’s executive officers are reasonably related to the base salary levels of executive officers of comparable companies in the gaming and hospitality fields and the geographical region in which the Company is located. The base salary levels were not objectively determined with a formula but instead reflect levels that the Company concluded were appropriate based upon our general experience. The Company believes that the current base salary levels of the Company’s executive officers take into account the unique talents and experience of our executive officers. Base salaries are adjusted annually for cost of living adjustments. Base salaries are reviewed at the end of the contract period and increases in base salary takes into account such factors as individual past performance, changes in responsibilities, and changes in pay levels of companies deemed comparable to us.

Severance Benefits. We believe that companies should provide reasonable severance benefits to its executive officers when leaving the Company due to a change in control or without cause. The amount of each executive’s severance is determined by the terms of each of their respective employment agreements.

Other Compensation. Our executive officers are entitled to participate on the same basis as all other employees of IMGRC in all general employee benefit plans and programs. However, our executive officers do not receive any other compensation nor are they entitled to any bonus compensation as part of their employment with the Company.

Retirement Benefits. The executive officers may elect to participate in retirement plan benefits of our 401(K) plan generally available to all of our full time employees. The Company does not make any 401(K) contributions on behalf of the executive officers.

Pension Benefits. The Company does not have a benefit pension plan.

Deferred Compensation. The Company has neither a non-qualified defined contribution plan nor any other non-qualified deferred compensation plans.

Compensation Committee Report

The Management Board has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the Board’s review and discussions with management, recommends that the Compensation Discussion and Analysis be included in the Company’s annual report on Form 10-K for the year end April 30, 2009.

Report Submitted by:

THE MANAGEMENT BOARD
Dr. Carleton Naiche-Palmer, Chairman
Jackie Blaylock
Hazel Spottedbird
Gregory Mendez
Manuel Lujan, Jr.
R. Miles Ledgerwood
Elizabeth Foster-Anderson

Summary Compensation Table

The following table sets forth, as to the Chief Operating Officer and Chief Financial Officer during fiscal year 2009 (referred to as the named executive officers); information concerning all compensation paid for services to us in all capacities for the year ended April 30, 2009 indicated below.


							All Other
							Compensation		Total
Name and Principal Position(1)	Year		Salary ($)		Bonus ($)		($)		($)
Tim Maland ⁽²⁾		2009		27,500		—		—		27,500
Interim Chief Operating Officer and Chief Financial Officer

Doug Lentz ⁽³⁾		2009		231,632		—		—		231,632
Former — Chief Operating Officer

Dan McCue ⁽⁴⁾		2009		121,722		—		34,230		155,951
Former — Chief Financial Officer

Pamela Gallegos ⁽⁵⁾		2009		184,408		—		—		184,408
Former Interim-Chief Financial Officer

Brian Parrish ⁽⁶⁾		2009		86,414		—		365,768		452,183
Former Chief Operating Officer


(1)		All of our officers receiving compensation in excess of $100,000 during the last fiscal year are listed above. No other officers other than the COO and CFO receive compensation in excess of $100,000.

(2)		Mr. Maland was our Interim-Chief Operating Officer and Interim Chief Financial Officer from March 18 thru May 8, 2009.

(3)		Mr. Lentz was our Chief Operating Officer from June 1, 2008 thru March 18, 2009.

(4)		Mr. McCue was our Chief Financial Officer from September 1, 2008 thru March 18, 2009.

(5)		Ms. Gallegos served as the Company’s Casino Controller from December 2006 through July 31, 2007 and as the Director of Finance as of August 7, 2008. In addition, Ms. Gallegos temporarily served as the Company’s interim Chief Financial Officer from August 29, 2007 until September 2, 2008. On August 30, 2008, Ms. Gallegos was appointed the interim Chief Financial Officer. Ms. Gallegos left the Company on July 10, 2009.

(6)		Mr. Parrish was our Chief Operating Officer during fiscal year 2008. However, Mr. Parrish resigned from such position effective as of May 30, 2008.

DIRECTOR COMPENSATION


									Change in
									Pension
									Value and
									Non-qualified
							Non-Equity		Deferred
	Fees Earned or Paid						Incentive Plan		Compensation		All Other
	in Cash		Stock Awards		Option Awards		Compensation		Earnings		Compensation
Name	($)		($)		($)		($)		($)		($)
Dr. Carleton Naiche-Palmer		4,200		—		—		—		—		—
Jackie Blaylock		4,200		—		—		—		—		—
Hazel Spottedbird		1,200		—		—		—		—		—
Gregory Mendez		1,400		—		—		—		—		—
Manual Lujan Jr		17,905		—		—		—		—		—
Miles Ledgerwood		12,023		—		—		—		—		—
Alfred LaPaz		3,000		—		—		—		—		—
Raymond Kirgan		2,800		—		—		—		—		—

Compensation of the Management Board and Audit Committee

Members of the Management Board who are officers of the Resort but are not Tribal members do not receive any additional compensation or fees for attending Management Board or Audit Committee meetings. Tribal members serving on the Management Board and Audit Committee receive $200 per meeting. Independent members serving on the Management Board and Audit Committee receive $500 per meeting and an additional $1,000 per quarter.

Employment Agreements

Elizabeth Foster-Anderson. The employment contract for Elizabeth Foster-Anderson is still being negotiated.

Other Post-Employment Compensation

Pamela Gallegos. The Inn of the Mountain Gods Resort and Casino (the Company) entered into an agreement with Ms. Pamela Gallegos on August 1, 2008 whereby Ms. Gallegos agreed to serve as Director of Finance of the Company from

August 7, 2008 through July 31, 2010 and the Company agreed to pay Ms. Gallegos an annual base salary of $176,000. Ms. Gallegos may participate in all employee benefit plans and programs. The agreement also provides that Ms. Gallegos may receive one month of severance for every three full months of employment with the Company up to twelve months total. Ms. Gallegos left the Company as of July 10, 2009. Final resolution regarding Ms. Gallegos’ severance payment, if any, is currently pending. A copy of Ms. Gallegos’ employment agreement is filed as Exhibit 10.4 to this Annual Report on Form 10-K.

Douglas Lentz. The Inn of the Mountain Gods Resort and Casino (the Company) entered into an agreement with Mr. Douglas Lentz on June 2, 2009 whereby Mr. Lentz was to serve as the Chief Operating Officer of the Company for a term of three (3) years from June 1, 2008 until May 31, 2011. Mr. Lentz’ base salary was set at $275,000 per year and he was entitled to participate in all general employee benefit plans and programs. After six months of employment, Mr. Lentz was entitled to receive his then-current monthly base salary and benefits for six months should his services be terminated whether by the Company or voluntarily. Mr. Lentz left the Company on March 18, 2009. At this time he has made no demand for severance or other post-termination compensation demands.

Daniel McCue. On September 2, 2008, the Inn of the Mountain Gods Resort and Casino (the “Company”) and Mr. Daniel McCue (“Mr. McCue”) entered into an agreement whereby the Company hired Mr. McCue as the Chief Financial Officer of the Company, effective as of September 1, 2008, pursuant to an Executive Employment Agreement (the “McCue Employment Agreement”), a copy of which was filed on Form 8-K on September 4, 2008. Mr. McCue left the Company on March 18, 2009.

Brian Parrish. Brian Parrish elected to resign from his position as Chief Operating Officer and Management Board member of the Inn of the Mountain Gods Resort and Casino effective May 30, 2008. He made the announcement on April 2, 2008. Mr. Parrish also resigned as a member of the Disclosure Committee. From June 1, 2008 through June 30, 2008 Mr. Parrish served as a consultant to the Company on an as needed basis. He received severance payments in accordance with Section 3.3 of his Employment Agreement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

None.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transaction Approval Policy

The Board recognizes that related party transactions can present conflicts of interest and questions as to whether the transactions are in the best interests of the Company. Accordingly, effective as of July 18, 2009, the Management Board adopted a written policy for the review, approval and ratification of transactions with related persons. For the purposes of the policy, a “related party transaction” is a transaction or relationship involving a member of the Management Board, executive officer or their immediate family members that is reportable under the SEC’s rules regarding such transactions. The policy requires for the Audit Committee to review and approve all related party transactions, other than transactions involving amounts less than $100,000 in aggregate. As the policy was not adopted until after the end of the fiscal year, only transactions on a going-forward basis will be reviewed and approved pursuant to the policy.

Distributions to the Tribe with Other Payments

Distributions to the Tribe were $8.0 million in government service payments. We make distributions to the Tribe under the terms of an annual Tribal budget resolution passed at the discretion of the Tribal Council. We intend to continue to make distributions to the Tribe subject to the restrictions set forth in the indenture, which generally provide we can make no distributions unless we meet certain debt leverage tests, other than the following: (a) $5.0 million in aggregate at any one time, (b) $8.0 million a year for government services and (c) amounts to fund a resolution of the Tribe’s dispute with the State of New Mexico regarding the 1997 Compact. IMG Resort and Casino’s reduced government service distribution to the Tribe in 2007 was due to its reduced cash on hand as a result of its not meeting its debt service from operations.

Tribal Taxes

The Tribal Code provides for the imposition of a gross receipts tax on the sale of food, beverages, retail sales and services and the rental of rooms on the Mescalero Reservation. The rate of the tax is comparable to the cumulative state and local sales or use tax imposed on identical transactions taking place outside the reservation and within the State of New Mexico. This tax applies to sales at our current operations and will apply to sales on future operations. IMG Resort and Casino collects and remits the gross receipts tax to the Tribe on a monthly basis.

The Tribal Code also provides for the collection of an excise tax on gasoline sold at retail on the Mescalero Reservation. The rate of the tax is equivalent to the same tax imposed by the State of New Mexico on identical transactions taking place outside the reservation and within the State of New Mexico. IMG Resort and Casino collects and remits the excise tax to the Tribe on a monthly basis.

The Tribal Code also provides for the imposition of a special assessment school tax on the resort enterprises to provide a source of funds to service debt incurred to construct the Tribe’s K-12 School. The rate of the tax, for each month, is equal to the difference between $200,000 and all taxes imposed on or collected by and remitted by the resort enterprises to the Tribe for that month. If the total taxes imposed on us by the Tribe for any month is greater than $200,000, then the special assessment tax for that month is zero.

IMG Resort and Casino has recorded and paid $2.4 million for the years ended April 30, 2007, 2008 and 2009.

Shared Services and Cost Allocations

In connection with the issuance of the original notes, IMG Resort and Casino and the Tribe entered into a service and cost allocation agreement, which provides that the Tribe or its enterprises will continue to provide IMG Resort and Casino and its resort enterprises the following services in accordance with past practice: (i) insurance; (ii) telecommunications; (iii) propane; and (iv) gaming regulation, and that IMG Resort and Casino and its resort enterprises will pay, on behalf of the Tribe, for (a) revenue sharing and regulatory fee obligations required under the 2001 Compact or any new compact, (b) federal regulatory fees required by IGRA, (c) an amount equal to the monthly payments required under the BIA Note (See Note 5) and (d) amounts for certain other miscellaneous liabilities. IMG Resort and Casino reimburses the Tribe for its direct costs as billed by the third party.

Employee Benefits Cost Allocations

In connection with the issuance of the original notes, IMG Resort and Casino and the Tribe entered into an employee benefits cost allocation agreement, which provides that the Tribe will continue to provide IMG Resort and Casino and its resort enterprises with certain employee benefits in accordance with past practice, including group health benefits, worker’s compensation insurance, disability insurance, unemployment benefits and pension benefits. IMG reimburses the Tribe for its employees’ direct costs for coverage as billed by the third party.

The Tribe sponsors a federally-compliant 401(k) savings plan, which covers substantially all employees who work for IMG Resort and Casino and have attained 18 years of age. This plan became effective January 1, 2007. IMG Resort and Casino matches employee contribution up to 4%. Employees become eligible on the first day of the first quarter following the date of hire. The total amount of match made by IMG Resort and Casino was $850,924 for the year ending April 30, 2009. The IRS sets the maximum allowed each year for qualified 401(k) plans. The maximum the IRS allows for an employee deferral amount for 2008 and 2009 for an employee, who is under 50 years old, is $15,500, and for an employee who is over 50 years old, is $20,500.

The Tribe provides employee benefits to IMG Resort and Casino, which reimburses the Tribe for all costs and expenses associated with this insurance. IMG Resort and Casino paid the Tribe approximately $3.3 million, $3.3 million, $3.4 million for the fiscal years ended April 30, 2007, 2008 and 2009.

IMG Resort and Casino does not receive revenues from the use by our customers of the ATM machines provided at our business locations. Pursuant to agreements with third party ATM providers, the Tribe receives a portion of the transaction fees paid by ATM users. The Tribe will continue to receive payments related to the ATM services provided in our new facilities under similar arrangements, and we will receive no revenue from these services, for the remaining of the current contract which expires January 28, 2012.

Management Board Independence

The Tribe has established IMG Resort and Casino as an unincorporated enterprise of the Tribe to operate its gaming, hotel, resort and ski businesses. As such, the IMG Resort and Casino is governed by a Management Board comprised of between seven to nine members, including: the four members of the Executive Committee of the Tribe (including the President of the Tribe who serves as Chairperson, as well as the Vice President, Secretary and Treasurer of the Tribe); the Chief Operating Officer of IMG Resort and Casino, and at least one, and up to three, independent members. Currently, the Tribe has designated two individuals, Mr. Lujan Jr. and Mr. Ledgerwood, to serve as the independent members of the Management Board.

Item 14. Principal Accounting Fees and Services

Before our principal accountant is engaged by us to render audit or non-audit services, where required by the rules and regulations promulgated by the Securities and Exchange Commission, such engagement is approved by the Audit Committee.

The following table sets forth the aggregate fees for professional service provided to IMG Resort and Casino for fiscal 2008 and 2009 by BDO Seidman, LLP:


	Year Ended April 30,				Percentage of Services
	2008		2009		2008			2009
Audit Fees	$	370,000	$	370,000		88	%		87	%
Tax Fees		—		—		0	%		0	%
MICS Audit Fees and other		49,100		56,000		12	%		13	%


Total Fees	$	419,100	$	426,000		100	%		100	%

“Audit Fees” billed during fiscal 2008 and 2009 were for professional services rendered for the audit of our financial statements quarterly reviews and services rendered in connection with regulatory filings for those fiscal years. “MICS Audit Fees” consists of fees related to agreed upon procedures applied to minimum internal control standards.

The Audit Committee has adopted a policy for the pre-approval of all audit and non-audit services to be performed for IMG Resort and Casino by its independent auditor. The Audit Committee has considered the role of BDO Seidman, LLP in providing audit and MICS services to IMG Resort and Casino and has concluded that such services are compatible role as IMG Resort and Casino’s independent auditor.

Item 15. Exhibits, Financial Statement Schedules


(a)		(1	)	FINANCIAL STATEMENTS — See Index to Consolidated Financial Statements of this Annual Report on Form 10-K.

		(2	)	FINANCIAL STATEMENT SCHEDULES — All financial statement schedules have been omitted because they are not applicable or are not required, or because the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.

		(3	)	EXHIBITS — See Exhibit Index of this Annual Report on Form 10-K.

(b)	None.

(c)	See Exhibit Index of this Annual Report on Form 10-K.

Each person whose signature appears below constitutes and appoints Elizabeth Foster-Anderson, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Dr. Carleton Naiche-Palmer Dr. Carleton Naiche-Palmer	Chief Executive Officer Management Board Member (Chairperson)	August 12, 2009

/s/ Jackie Blaylock Jackie Blaylock	Vice Chairman, Management Board Management Board Member	August 12, 2009

/s/ Hazel Spottedbird-Botella Hazel Spottedbird-Botella	Treasurer, Board Member Management Board Member	August 12, 2009

/s/ R. Miles Ledgerwood R. Miles Ledgerwood	Chairman, Audit Committee Management Board Member	August 12, 2009

/s/ Elizabeth Foster-Anderson Elizabeth Foster-Anderson	Chief Operating Officer Interim-Chief Financial Officer (Principal Financial Officer)	August 12, 2009

Report of Independent Registered Public Accounting Firm

Management Board
Inn of the Mountain Gods Resort and Casino and subsidiaries
Mescalero, New Mexico

We have audited the accompanying consolidated balance sheets of Inn of the Mountain Gods Resort and Casino and subsidiaries (the “Company”), unincorporated enterprises of the Mescalero Apache Tribe, as of April 30, 2008 and 2009, and the related statements of operations, changes in equity, and cash flows for each of the three years in the period ended April 30, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, including assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Inn of the Mountain Gods Resort and Casino and subsidiaries as of April 30, 2008 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses, negative cash flows, has negative working capital, accumulated deficits, and negative equity which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inn of the Mountain Gods Resort and Casino and subsidiaries are unincorporated enterprises of the Mescalero Apache Tribe and are not separate legal entities, These financial statements reflect the financial position of the Inn of the Mountain Gods Resort and Casino and subsidiaries and the results of their operation and their cash flows and do not purport to represent the financial position and activity of the Mescalero Apache Tribe as a whole.

/s/ BDO Seidman, LLP
Los Angeles, California
August 12, 2009

F-1

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
As of April 30,


	2008			2009
Current assets
Cash and cash equivalents	$	14,975,093		$	7,556,735
Accounts receivable, net of allowance for doubtful accounts		567,236			380,936
Inventories		1,040,086			789,564
Prepaid expenses and other assets		855,754			449,368

Total current assets		17,438,169			9,176,603
Non-current assets
Property plant and equipment		299,344,711			307,605,269
Accumulated depreciation		(103,333,993	)		(114,666,272	)

Property plant and equipment, net		196,010,718			192,938,997
Other assets		50,000			161,000
Deferred financing cost		4,445,409			2,820,165

Total assets	$	217,944,296		$	205,096,765


Liabilites and Deficit
Current liabilities
Accounts payable	$	2,093,653		$	2,122,703
Accrued expenses		3,298,719			3,744,079
Accrued payroll and benefits		2,578,145			1,378,300
Accrued interest		11,200,000			11,200,000
Advance deposits		357,648			347,995
Current portion of long-term debt		3,534,414			203,931,091

Total current liabilities		23,062,579			222,724,168
Non-current liabilities
Long-term debt, net of current portion		204,639,002			990,786

Total liabilities		227,701,581			223,714,954

Deficit
Contributed capital		21,648,939			13,644,939
Accumulated deficit		(31,406,224	)		(32,263,128	)

Total deficit		(9,757,285	)		(18,618,189	)

Total liabilities and deficit	$	217,944,296		$	205,096,765

The accompanying notes are an integral part of these statements.

F-2

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended April 30,


	2007			2008			2009
Revenues:
Gaming	$	76,473,428		$	77,536,827		$	74,383,388
Hotel		13,471,771			13,475,019			12,666,778
Food and beverage		13,939,008			14,953,253			13,161,233
Recreation and other		23,222,308			20,576,831			17,178,247

Gross revenue		127,106,515			126,541,930			117,389,646

Less-promotional allowances		2,254,707			2,105,256			881,666

Net revenue		124,851,808			124,436,674			116,507,980


Operating Expenses
Gaming		26,376,378			26,646,532			26,249,451
Hotel expenses		4,657,790			4,434,224			4,757,635
Food and beverage		14,215,130			15,348,515			13,546,888
Recreation and other		13,861,765			14,908,202			11,880,845
Marketing		8,815,853			10,004,622			8,343,783
General and administrative		11,192,172			11,389,837			13,252,082
Health insurance – Medical		2,291,743			2,117,140			2,382,845
Mescalero Apache 401 K		315,404			856,565			850,924
Mescalero Apache Telecom		199,573			197,040			190,538
Tribal Taxes		2,400,000			2,400,000			2,400,000
Depreciation and amortization		18,169,528			16,061,087			12,162,079
Insurance reimbursement (Note 11)		—			—			(5,406,380	)
Storm costs (Note 11)		—			—			376,700
Loss on disposal of assets		7,439			63,847			293,896

Total Operating Expenses		102,502,775			104,427,611			91,281,286


Operating Income		22,349,033			20,009,063			25,226,694


Other Income
Interest income		286,823			189,391			41,795
Interest (expense)		(26,648,687	)		(26,419,780	)		(26,156,329	)
Other Income		48,076			47,526			30,936

Total Other Expense		(26,313,788	)		(26,182,863	)		(26,083,598	)


Net Loss	$	(3,964,755	)	$	(6,173,800	)	$	(856,904	)

The accompanying notes are an integral part of these statements.

F-3

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
For Years Ending April 30,


	Year Ended			Year Ended			Year Ended
	2007			2008			2009
Cash flows from operating activities:
Net loss	$	(3,964,755	)	$	(6,173,800	)	$	(856,904	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		20,417,794			17,664,576			13,761,455
Insurance reimbursement (paid directly to contractor)		—			—			(4,467,324	)
Loss on disposal of assets		7,439			63,857			293,896
Changes in assets and liabilities:
Accounts receivable		26,052			(27,868	)		186,300
Inventories		43,131			(273,428	)		250,522
Prepaid expenses		(221,704	)		(261,276	)		406,386
Other long-term assets		(70,497	)		62,500			(111,000	)
Accounts payable		(1,144,757	)		631,740			29,050
Accrued expenses, payroll and benefits		(4,575,408	)		(308,072	)		(754,485	)
Deposits and advanced payments		66,189			(81,011	)		(9,653	)

Net cash provided by operating activities		10,583,484			11,297,218			8,728,243


Cash flows from investing activities:
Purchase of property, plant and equipment		(472,204	)		(1,298,349	)		(4,536,436	)
Construction accounts payable		(1,044,426	)		—			—

Net cash used in investing activities		(1,516,630	)		(1,298,349	)		(4,536,436	)


Cash flows from financing activities:
Cash held for construction payments		18,171,534			—			—
Principal payments on long-term debt		(4,096,973	)		(3,949,406	)		(3,606,165	)
Distributions to Mescalero Apache Tribe		(22,980,157	)		(8,004,000	)		(8,004,000	)

Net cash used in financing activities		(8,905,596	)		(11,953,406	)		(11,610,165	)


Net increase (decrease) in cash and cash equivalents		161,258			(1,954,537	)		(7,418,358	)
Cash and cash equivalents, beginning of year		16,768,372			16,929,630			14,975,093

Cash and cash equivalents, end of year	$	16,929,630		$	14,975,093		$	7,556,735


Supplemental cash flow information:
Cash paid for interest	$	25,023,443		$	24,794,536		$	24,531,085


Non-cash investing and financing activities:
Property, plant and equipment acquired through capital lease	$	1,149,897		$	289,420		$	354,624

The accompanying notes are an integral part of these statements.

F-5

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reporting Entity and Operations

The Inn of the Mountain Gods Resort and Casino and subsidiaries (“IMG Resort and Casino”), an unincorporated enterprise of the Mescalero Apache Tribe (the “Tribe”), was established April 30, 2003 by the Tribe and manages and owns all resort, hotel and gaming enterprises of the Tribe including the Inn of the Mountain Gods Resort and Casino (the “Resort”), a gaming, hotel and resort complex opened on March 15, 2005, and its wholly-owned subsidiaries, each of which is an unincorporated enterprise of the Tribe: Casino Apache (the “Casino Apache Enterprise”), which owned and operated the Tribe’s former casino, Casino Apache, closed in February 2005; Casino Apache Travel Center (the “Travel Center”), which owns the Tribe’s second casino facility opened in May 2003 (the “Travel Center Casino”); Ski Apache (the “Ski Apache”), which owns the Tribe’s ski resort, Ski Apache (the “Ski Apache Resort”); and Inn of the Mountain Gods (the “Inn”), which owned the Tribe’s former resort hotel, Inn of the Mountain Gods (the “Inn Hotel”). The Tribe is the sole owner of IMG Resort and Casino. IMG Resort and Casino is a separate legal entity from the Tribe and is managed by a separate management board.

The Resort, which opened for commercial business on March 15, 2005, is located on tribal land in Mescalero, New Mexico and consists of a casino (the “Inn of the Mountain Gods Casino”) offering Class III gaming as defined by the Indian Gaming Regulatory Act (“IGRA”) and a 273 luxury room resort hotel. The Travel Center Casino, which opened for business on May 22, 2003, also offers Class III gaming as defined by IGRA, on tribal land in Mescalero. Ski Apache operates the Ski Apache Resort, a ski resort located within the Tribe’s reservation in Mescalero and on the U.S. Forest Service land.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the IMG Resort and Casino and its wholly-owned subsidiaries. All significant intercompany accounts have been eliminated in consolidation. These consolidated financial statements present only the consolidated financial position, results of operations and cash flows of the IMG Resort and Casino and subsidiaries and are not intended to present fairly the financial position of the Tribe and the results of its operations and cash flows.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has incurred significant losses and did not generate sufficient cash to make the May 15, 2009 interest payment on its 12% senior notes due 2010. This non-payment of interest constitutes an event of default under the indenture governing the senior notes. The Company is currently in discussions with certain of its debtholders regarding these issues. As of April 30, 2009, the Company had negative working capital of approximately $214 million and a total deficit of approximately $18.7 million. The event of default, along with the Company’s history of recurring losses, negative working capital and limited access to capital, has raised substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Historically, IMG Resort and Casino has not generated sufficient cash flow from operations to satisfy its capital requirements and relied upon debt financing arrangements to satisfy such requirements. The current cash flows and capital resources may force to reduce or delay activities and capital expenditures if IMG Resort and Casino is unable to refinance its debt. In the event that IMG Resort and Casino is unable to refinance or restructure its debt, IMG Resort and Casino will be left without sufficient liquidity and IMG Resort and Casino will not be able to meet the debt service requirements and repayment obligations.

F-6

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

The Tribe has been exploring the potential to refinance the Notes. If the refinancing transaction fails to close on or before the maturity date of the outstanding Notes, the existing noteholders have certain rights under the Notes. If the existing noteholders pursue those rights upon the collateral securing the Notes; our financial viability may be materially and adversely impacted, and we may be forced to: (1) negotiate with the noteholders regarding the restructuring of the Notes; (2) sell some or all of the assets to satisfy our obligations under the Notes; or (3) pursue other alternatives available through formal proceedings, any of which would cause the business to suffer.

Reclassifications

Certain reclassifications have been made in the prior years’ financial statements to conform to the current presentation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates included in the accompanying financial statements relate to the liability associated with the unredeemed Apache Spirit Club points, the estimated lives of depreciable assets, the determination of bad debt, inventory reserves, asset impairment and the capitalization of construction bond interest costs. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash includes cash on hand for change drawers and in the vault for daily casino activities and cash on deposit with financial institutions in demand accounts, savings accounts and short-term certificates of deposit. For purposes of the statement of cash flows all cash accounts that are not subject to withdrawal restrictions or penalties and all highly liquid debt instruments purchased with an original maturity of nine months or less are considered to be cash equivalents.

Accounts Receivable

Accounts receivable consists primarily of hotel and other non-gaming receivables. IMG Resort and Casino maintains an allowance for doubtful accounts which is based on management’s estimate of the amount expected to be uncollectible considering historical experience and the information management obtains regarding the creditworthiness of the non-gaming customer. The collectability of these receivables could be affected by future business or economic trends.

Inventories

Inventories consist of food and beverage items, fuel, retail merchandise in the golf and pro shop, ski shop, gift shops and other miscellaneous items, parts and supplies. All inventories are stated at the lower of cost or market using the first-in, first-out method.

Property, Plant and Equipment

Property, plant and equipment are presented at historical cost, less accumulated depreciation and amortization. Expenditures for additions, improvements and replacements are capitalized while maintenance and repairs, which do not improve or extend the service lives of the respective assets, are expensed as incurred. Interest incurred during the construction period is capitalized at the borrowing rate for the related loan and is amortized over the life of the related asset. Equipment sold, or otherwise disposed of, is removed from the accounts with gains or losses on disposal recorded in the statements of income.

F-7

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

Depreciation and amortization is provided over the estimated service lives of the respective assets, using the straight-line method based on the following useful lives:


Non —gaming equipment, furniture and other		3 — 15 years
Gaming equipment		5 — 7 years
Leasehold and land improvements, lake and golf course		5 — 30 years
Buildings, lifts and snowmaking equipment		10 — 39 years

Deferred Financing Costs

Debt issuance costs incurred in connection with the issuance of the Resort Project financing were capitalized and are being amortized to interest expense using the straight-line method over the stated maturity of the debt, which approximates the effective interest method. Unamortized deferred financing costs totaled $4,445,409 and $2,820,165 as of April 30, 2008 and, 2009, respectively. The amortization related to this deferred financing cost was $1,625,244 for the years ended April 30, 2007, 2008 and 2009. Should the Senior Notes be refinanced, any remaining unamortized deferred financing costs will be written off.

Impairment of Long Lived Assets

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. In August 2001, the Financial Accounting Standards Board issued Statement of Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), which established the approach to be used in the determination of impairment.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, bank financing facilities and capital lease obligations approximate fair value. The IMG Resort and Casino’s senior notes were approximately $25.0 million at April 30, 2009, versus $200.0 million recorded value, based on the most recent quoted market price. The notes are not heavily traded, and price quotes ranged from $88.00 to $7.00 during the fiscal year 2009.

Contributed Capital

Contributed capital represents contributions from the Tribe and consists of (i) cash to fund certain construction and development of the Resort Project, (ii) forgiveness of debt from the Inn to the Tribe and (iii) allocated costs related to the Mescalero Apache Tribe Defined Benefit Plan (see Note 7).

F-8

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

Revenues

In accordance with gaming industry practice, the Casino recognizes casino revenue as the net win from gaming activities, which is the difference between gaming wins and losses. Gaming revenues are net of accruals for anticipated payouts of progressive slot jackpots and table games. Such anticipated jackpot payments are reflected as accrued expenses in the accompanying consolidated balance sheets. The total accrual for jackpots and progressives was $250,448 and $271,060 at April 30, 2008 and 2009, respectively.

Revenues from food and beverage, rooms, recreation and other are recognized at the time the related service or sale is completed. Revenues include the retail value of food and beverages and other items which are provided to customers on a reward basis.

Promotional Allowances

IMG Resort and Casino periodically rewards rooms and other promotions, including Apache Spirit Club points and gift certificates, to its customers. The retail value of these player rebates are recognized by IMG Resort and Casino as a reduction from gross revenue. The total vouchers recognized by IMG Resort and Casino were approximately $2,255,000, $2,105,000 and $882,000 for the years ended April 30, 2007, 2008 and 2009, respectively.

The Casino’s Apache Spirit Club allows customers to earn “points” based on the volume of their gaming activity. These points are redeemable for certain complimentary services or merchandise. Points are accrued based upon their historical redemption rate multiplied by the cash value or the cost of providing the applicable complimentary services. The player’s club point’s liability is included in accrued expenses and totaled $1,046,957 at April 30, 2008 and $1,153,398 at April 30, 2009.

Emerging Issues Task Force (“EITF”) Issue No. 00-14, Accounting for Certain Sales Incentives requires that discounts which result in a reduction in or refund of the selling price of a product or service in a single exchange transaction be recorded as a reduction of revenues. IMG Resort and Casino adopted EITF 00-14 on April 30, 2001. IMG Resort and Casino’s accounting policy related to free or discounted food and beverage and other services already complies with EITF 00-14, and those free or discounted services are generally deducted from gross revenues as “promotional allowances.” In January 2001, the EITF reached a consensus on certain issues related to Issue No. 00-22, Accounting for “Points” and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Reproduces, or Services to be delivered in the future. Effective January 1, 2001, IMG Resort and Casino, through its wholly-owned subsidiaries adopted EITF 00-22, which requires that cash or equivalent amounts provided or returned to customers as part of a transaction not be shown as an expense, but instead as an offset to the related revenue.

The estimated cost of providing such complimentary allowances, as they relate to the all operations, was included in casino expenses as follows:


	Year Ended April 30,
	2007		2008		2009
Rooms	$	1,085,932	$	1,597,405	$	144,089
Food and beverage		681,735		1,105,412		658,088
Other		10,671		21,645		(20	)


	$	1,778,338	$	2,724,462	$	802,157

F-9

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

Marketing

IMG Resort and Casino’s marketing costs to outside parties are expensed as incurred and for the years ended April 30, 2007, 2008 and 2009 were $8.8 million, $10.0 million and $8.3 million, respectively.

Tribal Taxes

IMG Resort and Casino is subject to Tribal taxes as long as its enterprises are not subject to New Mexico State Gross Receipts Tax. IMG Resort and Casino operations, other than a portion of the operations at Ski Apache, are not subject to the New Mexico State Gross Receipts Tax. A Tribal tax charge of 10.75% of room revenue, 6.75% of food and beverage revenue, and 6.5% of other revenue is charged at non-Ski Apache outlets. There is also a Tribal excise tax that equals the difference between a fixed rate of $200,000 per month and the total of the non-Ski Apache taxes collected, should the taxes collected be less than $200,000 per month. The related tax ordinances are unclear as to what happens when the amount collected from sales is greater than $200,000 per month. Additionally, the taxes collected are included in net revenue and tax payments are included in expenses as opposed to being recorded as a liability and subsequent release of the liability. The tax payment is made at the beginning of the month of the same month that the taxes are being collected. IMG Resort and Casino has recorded and paid the Tribe $2.4 million for the years ended April 30, 2007, 2008 and 2009. The amount of taxes collected from sales materially approximates the amount paid to the Tribe each month.

Classification of Departmental Costs

Gaming direct costs are comprised of all costs of the Resorts’ gaming operation, including labor costs employed in gaming departments, casino-based supply costs and other direct operating costs of the casinos (including costs in operating our player’s club). Food and beverage direct costs are comprised of all costs of the Resorts’ food and beverage operations, including labor costs for personnel employed by the Resorts’ restaurants and food and beverage, supply costs for all food and beverages served in the casinos or sold in the Resorts’ restaurants and other food outlets and other expenses including other direct operating expenses related to these activities. General and administrative direct costs are comprised of administrative expenses at our headquarters, including the salaries of corporate officers, accounting, finance, legal and other professional expense and occupancy, facilities, utility costs and other indirect costs not included in the direct costs of our operating departments.

Income Taxes

As unincorporated enterprises of the Tribe, IMG Resort and Casino and its subsidiaries are exempt from federal and state income taxes.

New Accounting Pronouncements

F-10

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). SFAS 159 provides that companies may elect to measure specified financial instruments and warranty and insurance contracts at fair value on a contract-by-contract basis, with changes in fair value recognized in earnings each reporting period. The election, called the “fair value option,” will enable some companies to reduce the variability in reported earnings caused by measuring related assets and liabilities differently. Companies may elect fair-value measurement when an eligible asset or liability is initially recognized or when an event, such as a business combination, triggers a new basis of accounting for that asset or liability. The election is irrevocable for every contract chosen to be measured at fair value and must be applied to an entire contract, not to only specified risks, specific cash flows, or portions of that contract. SFAS 159 is effective as of the beginning of a company’s first fiscal year that begins after November 15, 2007. Retrospective application is not allowed. Companies may adopt SFAS 159 as of the beginning of a fiscal year that begins on or before November 15, 2007 if the choice to adopt early is made after SFAS 159 has been issued and within 120 days of the beginning of the fiscal year of adoption and the entity has not issued GAAP financial statements for any interim period of the fiscal year that includes the early adoption date. Companies are permitted to elect fair-value measurement for any eligible item within SFAS 159’s scope at the date they initially adopt SFAS 159. The adjustment to reflect the difference between the fair value and the current carrying amount of the assets and liabilities for which a company elects fair-value measurement is reported as a cumulative-effect adjustment to the opening balance of retained earnings upon adoption. Companies that adopt SFAS 159 early must also adopt all of SFAS 157’s requirements at the early adoption date. The adoption of this standard did not have a material effect on IMG Resort and Casino’s financial statements.

NOTE 2 — ALLOWANCE FOR DOUBTFUL ACCOUNTS

IMG Resort and Casino maintains an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments, which results in bad debt expense. IMG Resort and Casino determines the adequacy of this allowance by periodically evaluating individual non-gaming customer receivables and considering its non-gaming customers financial condition, credit history and current economic conditions. If the financial condition of non-gaming customers were to deteriorate, resulting in an impairment of their ability to make payments, IMG Resort and Casino may increase the allowance.

The allowance for doubtful accounts was $19,513 as of April 30, 2008 and $37,104 as of April 30, 2009.

F-11

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

NOTE 3 — INVENTORIES

Inventories consist of the following at April 30, 2008 and 2009:


	April 30, 2008		April 30, 2009
Food and beverage	$	219,709	$	240,183
Golf and pro shop		113,058		60,962
Gift shops, fuel and other		707,319		488,419

Inventories	$	1,040,086	$	789,564

NOTE 4 — PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment is summarized as follows at April 30, 2008 and 2009:


	April 30, 2008			April 30, 2009
Land	$	538,894		$	1,000,473
Buildings		209,507,247			212,103,949
Lifts and Snowmaking equipment		8,421,750			6,394,805
Non-gaming equipment, furniture and other		51,819,539			52,513,112
Gaming equipment		20,869,501			21,807,497
Leasehold and land improvements, lake and golf course		8,072,925			11,075,633

Subtotal		299,229,856			304,895,469
Less accumulated depreciation and amortization		(103,333,993	)		(114,666,272	)

Property, plant and equipment, net		195,895,863			190,229,197
Construction in progress (CIP)		114,855			2,709,800

Net Property, plant and equipment	$	196,010,718		$	192,938,997

For the year ended April 30, 2009 IMG Resort and Casino recorded approximately $4.8 million of fixed assets as a result of the insurance reimbursement (see note 11).

NOTE 5 — LONG-TERM DEBT

On November 3, 2003, IMG Resort and Casino issued $200.0 million of its 12% Senior Notes (the “Notes”). The Notes bear interest at 12% per year, payable on May 15 and November 15 of each year, beginning on May 15, 2004. The Notes will mature on November 15, 2010. The Notes may be redeemed at any time on or after November 15, 2007 at fixed redemption prices plus accrued and unpaid interest, if any. If a change in control occurs, holders of the Notes will have the right to require the repurchase of their Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any. The Notes are guaranteed by all of IMG Resort and Casino’s subsidiaries.

F-12

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

The indenture governing the Notes contains covenants that limit, among other things, IMG Resort and Casino and the guarantors’ ability to pay dividends and make distributions to the Tribe; make investments; incur additional debt; create liens; sell equity interests in subsidiaries; enter into transactions with affiliates; enter into sale and leaseback transactions; engage in other businesses; transfer or sell assets; and merge or consolidate with or into other entities. IMG Resort and Casino was in compliance with all covenants required in the Notes as of April 30, 2009.

The Company did not make the scheduled $12.0 million interest payment on the Company’s Notes on May 15, 2009. Under the terms of the indenture governing the Notes (the “Indenture”), the Company had a 30 day grace period with respect to the interest payment but did not make this payment. Failure to make the interest payment on or before June 15, 2009 constitutes an event of default under the Indenture. Upon the occurrence of an event of default, the trustee or holders of at least 25% of the outstanding principal amount of the Senior Notes could declare all of the Senior Notes immediately due and payable. Pursuant to the indenture, we are obligated to pay interest on overdue installments of interest payable on the Senior Notes at a rate equal to 13% per annum (1% per annum in excess of the then applicable annual interest rate on the Senior Notes). The Tribe has engaged a financial advisor, to begin discussions with bondholders related to restructuring the Senior Notes. If the Notes are declared immediately due and payable, it would constitute a default under the terms of the Company’s furniture and equipment loan and the lenders thereunder could declare the outstanding loan to be immediately due and payable. Although the furniture and equipment loans are not technically in default, the Company entered into forbearance agreements with its lenders whereby the lenders agreed to forebear existing rights and remedies in the event of default. (See below). Due to the event of default, the Notes have been classified as current in the accompanying consolidated balance sheet.

On June 15, 2004, IMG Resort and Casino entered into a $15.0 million fixed credit facility with an equipment finance company. The fixed credit facility is fully amortizable over five years and bears fixed interest rates ranging from 7.55% to 8.18%. Proceeds from the loan were used to fund furniture, fixtures and equipment for the Resort. Although the furniture and equipment loans are not technically in default, the Company entered into forbearance agreements with its lenders whereby the lenders agreed to forebear existing rights and remedies in the event of default. As of April 30, 2008 and January 31, 2009, $7.2 million and $4.8 million, respectively, remained outstanding on this facility.

Long-term debt at April 30, 2008 and 2009 is summarized as follows:


	April 30, 2008			April 30, 2009
Senior Notes, bearing interest at a fixed rates of 12%, maturing in 2010	$	200,000,000		$	200,000,000
Bureau of Indian Affairs, unsecured notes payable with payments of $27,100 per month, including interest at 8.5%, maturing in 2011		929,904			673,505
Capital Equipment Loans,Three (3)to Five (5) year terms, interest ranging from 7.55% to 9.9%		7,243,512			4,248,372

		208,173,416			204,921,877
Less current portion		(3,534,414	)		(203,931,091	)

Long-term portion	$	204,639,002		$	990,786


The maturities of long-term debt as of April 30, 2009 are as follows (in thousands):

2010				$	203,931
2011					848
2012					143

				$	204,922

F-13

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

NOTE 6 — GAMING REVENUE SHARING AND REGULATORY FEES

The Tribe regulates IMG Resort and Casino’s gaming activities through the Mescalero Apache Tribe Gaming Regulatory Commission, an agency of the Tribe (“Commission”). The Commission reports directly to the Tribal Council of the Tribe. A regulatory fee is paid to the Tribe as reimbursement for the cost of regulating the gaming activities. IMG Resort and Casino also pays a federal regulatory fee. All tribal and federal regulatory fees due and payable have been properly accrued.

On June 1, 2004 the Tribe and the State of New Mexico (“State”) entered into a Tribal-State Compact (“Compact”) to govern gaming on the Mescalero Apache Reservation. The terms of the Compact subject the Casino to various regulatory fees and revenues sharing payable to the State.

On June 22, 2004, the Department of the Interior approved the 2001 Compact. The 2001 Compact provides for a revenue sharing amount equal to 8% of “net win” from gaming machines, payable no later than 25 days after the last day of each calendar quarter and an annual regulatory fee of $100,000, paid in quarterly installments of $25,000 on the first day of each calendar quarter. As of April 30, 2008 and April 30, 2009, the amount payable to the State was $423,540 and $392,817, respectively, for regulatory fees.

NOTE 7 — EMPLOYEE BENEFITS

In connection with the issuance of the original notes, IMG Resort and Casino and the Tribe entered into an employee benefits cost allocation agreement, which provides that the Tribe will continue to provide IMG Resort and Casino and its resort enterprises with certain employee benefits in accordance with past practice, including group health benefits, worker’s compensation insurance, disability insurance, unemployment benefits and pension benefits. IMG Resort and Casino reimburses the Tribe for its employees’ direct costs for coverage as billed by the third party.

The Tribe sponsors a federally-compliant 401(k) savings plan, which covers substantially all employees who work for IMG Resort and Casino and have attained 18 years of age. This plan became effective January 1, 2007. IMG Resort and Casino matches employee contribution up to 4%. Employees become eligible on the first day of the first quarter following the date of hire. The total amount of match made by IMG Resort and Casino was $315,404, $856,565 and $850,924 for the years ending April 30, 2007, 2008 and 2009. The IRS sets the maximum allowed each year for qualified 401(k) plans. The maximum the IRS allows for an employee deferral amount for 2008 and 2009 for an employee, who is under 50 years old, is $15,500, and for an employee who is over 50 years old, is $20,500.

NOTE 8 — RISK MANAGEMENT

IMG Resort and Casino manages the exposure to the risk of most losses through various commercial insurance policies. There have been no reductions in insurance coverage. Settlement amounts have not exceeded insurance coverage for the year ended April 30, 2009. (See Note 11)

The Tribe is self-insured for employee health and accident insurance. IMG Resort and Casino’s employees are covered by the Tribe’s policy and remit amounts to the Tribe for their share of the self-insurance costs.

The total amounts reimbursed to the Tribe were approximately $3,273,162, $3,369,825 and $3,548,342 for 2007, 2008 and 2009, respectively.

F-14

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

The Tribe maintains worker’s compensation insurance coverage under a retrospective rated policy whereby premiums and catastrophic cases are accrued based on the loss experience of the Tribe and its various enterprises. The IMG Resort and Casino’s employees are covered under this plan. Under this policy, premiums may be adjusted at the end of the coverage period based on loss experience for the coverage period. Management of the Tribe and the IMG Resort and Casino have monitored their claims and loss experiences. Workers compensation insurance coverage, combined with the Tribe and IMG Resort and Casino’s causality and liability claims, have been below projected levels and properly accrued for.

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Legal Matters

The IMG Resort and Casino and the Resorts are involved in various legal actions incident to their operations that, in the opinion of management, will not materially affect the IMG Resort and Casino’s financial position or the results of its operations.

Occupancy Fee

A special use permit was obtained from the United States Department of Agriculture Forest Service for Ski Apache’s use of 80 acres of land in Lincoln National Forest. The permit is dated April 23, 1985, and has a term of 30 years with an annual occupancy fee based on revenue and gross fixed assets. Occupancy fee for the years ended April 30, 2007, 2008 and 2009 totaled approximately $92,000, $55,650 and $22,672 respective1y.

Employment Agreements

The Inn of the Mountain Gods Resort and Casino (the Company) entered into an agreement with Ms. Pamela Gallegos on August 1, 2008 whereby Ms. Gallegos agreed to serve as Director of Finance of the Company from August 7, 2008 through July 31, 2010 and the Company agreed to pay Ms. Gallegos an annual base salary of $176,000. Ms. Gallegos may participate in all employee benefit plans and programs. The agreement also provides that Ms. Gallegos may receive one month of severance for every three full months of employment with the Company up to twelve months total. Ms. Gallegos left the Company as of July 10, 2009. A copy of Ms. Gallegos’ employment agreement is filed as Exhibit 10.4 to this Annual Report on Form 10-K.

Consulting Agreement

F-15

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

NOTE 10 — RELATED-PARTY TRANSACTIONS

The Tribe operates other entities and enterprises in various industries, including telecommunication, timber and forest products, gas and convenience store; in addition, the Tribe has a housing authority, school and nursing facility. Financial results of the Tribe and its other enterprises and entities are not included in these consolidated financial statements.

The IMG Resort and Casino uses Mescalero Apache Telecommunications for some of its telecommunications related services. The IMG Resort and Casino paid Mescalero Apache Telecommunications approximately $200,000, $197,000 and $191,000 for the years ended April 30, 2007, 2008 and 2009, respectively, for such services.

Shared Services and Cost Allocations

Employee Benefits Cost Allocations

The Tribe provides employee benefits to the IMG Resort and Casino, which reimburses the Tribe for all costs and expenses associated with this insurance. IMG Resort and Casino paid the Tribe approximately $3.3 million, $3.3 million and $3.5 million for the fiscal years ended April 30, 2007, 2008 and 2009, respectively.

NOTE 11—STORM RECOVERY

In late July 2008, the remnants of Hurricane Dolly brought torrential rain and caused significant flash flood damage at Ski Apache and the Inn of the Mountain Gods Championship Golf Course, damaging buildings, land, and equipment. Damage was estimated at approximately $5.9 million. A majority of assets that were damaged or destroyed were fully or nearly fully depreciated.

IMG Resort and Casino’s insurance carrier agreed to provide approximately $5.0 million of coverage for the damage that occurred as a result of the flooding. Additionally, FEMA had deemed the area a Federal Disaster area and has assured financial assistance of at least the deductible on our insurance policy, which is $100,000. As of April 30, 2009, $5.4 million was received from the insurance carrier and FEMA. There are additional losses over $5.0 million that are being submitted to FEMA for reimbursement based on the limits placed on us by the insurance company, but those reimbursements cannot be guaranteed. Any further proceeds will be used to replace damaged equipment and buildings and make land improvements and will be capitalized to property and equipment.

F-16

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

For the year ended April 30, 2009, IMG Resort and Casino has incurred approximately $0.4 million in costs associated with the storm recovery, which includes payroll, supplies and immediate repairs. For the year ended April 30, 2009 IMG Resort and Casino recorded approximately $4.8 million of fixed assets as a result of the insurance reimbursement.

NOTE 12 — OPERATING SEGMENTS

The IMG Resort and Casino has four operating segments and a consolidating segment: Gaming at the IMG, Gaming at the Travel Center, Ski, and all other non-gaming. The Gaming segments include the activities of the two casinos. The Ski segment includes Ski lifts and Ski school at Ski Apache. The Non-Gaming segment includes the hotel, hunts, golf, food and beverage, banquets, conferences, retail shops, convenience store and truck stop fuel sales.

As a result of realigning its operations, the resulting reporting of the segments has changed. The Company has restated prior year’s segment information to be consistent with the current reporting and operating structure in place today. Assets and liabilities have been consolidated under the non-segment group, and as a result, depreciation and interest expenses are not broken out separately by segment, which is consistent with the internal decision makers’ information requirements.

These operating segments represent distinct business activities, which are managed separately from a profit and loss perspective, but jointly from a balance sheet perspective.

F-17

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2007, 2008 and 2009

SELECTED OPERATING SEGMENT FINANCIAL INFORMATION
$(000s)


	Gaming		Gaming
	IMG		Travel Ctr		Ski		Non Gaming		Non Segment			Consolidated
Year ended:
April 30, 2007
Net Revenue	$	46,312	$	30,086	$	1,332	$	40,662	$	6,460		$	124,852
Operating Income (Loss)		36,767		24,357		377		10,234		(49,386	)		22,349
Depreciation Expense		—		—		776		—		17,394			18,170
Interest Expense		—		—		—		—		(26,649	)		(26,649	)
Interest Income and Other		—		—		—		—		287			287

Year ended:
April 30, 2008
Net Revenue	$	46,644	$	30,175	$	1,088	$	41,621	$	4,909		$	124,437
Operating Income (Loss)		36,232		24,205		25		10,236		(50,689	)		20,009
Depreciation Expense		—		—		—		—		16,061			16,061
Interest Expense		—		—		—		—		(26,420	)		(26,420	)
Interest Income and Other		—		—		—		—		189			189

Year ended:
April 30, 2009
Net Revenue	$	44,281	$	29,843	$	923	$	37,673	$	3,788		$	116,508
Operating Income (Loss)		33,514		23,668		5		9,296		(41,256	)		25,227
Depreciation Expense		—		—		—		—		12,162			12,162
Interest Expense		—		—		—		—		(26,156	)		(26,156	)
Interest Income and Other		—		—		—		—		73			73

NOTE 13 — CONSOLIDATING INFORMATION

In connection with IMG Resort and Casino’s issuance in November 2003 of the Notes, IMG Resort and Casino’s subsidiaries, Casino Apache, the Inn, the Travel Center and Ski Apache (“wholly-owned Guarantors”) have, jointly and severally, fully and unconditionally guaranteed the Notes. These guarantees were secured only until the completion of the Resort and thereafter unsecured.

Pursuant to Rule 3-10 of Regulation S-X, the following consolidating information is for IMG Resort and Casino and the wholly owned Guarantors of the Notes. This consolidating financial information has been prepared from the books and records maintained by IMG Resort and Casino and the wholly-owned Guarantors. The consolidating financial information may not necessarily be indicative of results of operations or financial position had the wholly-owned Guarantors operated as independent entities. The separate financial statements of the wholly-owned Guarantors are not presented because management has determined they would not be material to investors.

F-18

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
As of April 30, 2009


				Guarantor
	IMGRC			Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	4,520,213		$	3,036,522		$	—		$	7,556,735
Accounts receivable		113,195			267,741			—			380,936
Inventories		184,766			604,798			—			789,564
Prepaid expenses		449,368			—			—			449,368

Total current assets		5,267,542			3,909,061			—			9,176,603
Fixed Assets		—			307,605,269						307,605,269
Accumulated depreciation		—			(114,666,272	)		—			(114,666,272	)

Net fixed assets		—			192,938,997			—			192,938,997
Non-Current
Other assests		161,000			—						161,000
Deferred financing costs		2,820,165			—			—			2,820,165
Advances to subsidiaries		50,198,590			19,999,016			(70,197,606	)		—
Investment in subsidiaries		164,711,796			—			(164,711,796	)		—

Total Assets	$	223,159,093		$	216,847,074		$	(234,909,402	)	$	205,096,765


Accounts payable	$	2,122,703		$	—		$	—		$	2,122,703
Accrued expenses		2,828,891			915,188			—			3,744,079
Accrued payroll and benefits		1,378,300			—			—			1,378,300
Accrued interest		11,200,000			—			—			11,200,000
Advanced deposits		—			347,995			—			347,995
Current portion of long-term debt		203,655,133			275,958			—			203,931,091

Total current liabilities		221,185,027			1,539,141			—			222,724,168
Non-Current Liabilities
Advances from subsidiaries		19,999,016			50,198,590			(70,197,606	)		—
Long-term debt, net of current portion		593,239			397,547			—			990,786

Total liabilities		241,777,282			52,135,278			(70,197,606	)		223,714,954
Contributed Capital		13,644,939			(6,012,897	)		6,012,897			13,644,939
Retained Earnings (accumulated deficit)		(32,263,128	)		170,724,693			(170,724,693	)		(32,263,128	)

Total equity (deficit)		(18,618,189	)		164,711,796			(164,711,796	)		(18,618,189	)

Total liabilities and equity (deficit)	$	223,159,093		$	216,847,074		$	(234,909,402	)	$	205,096,765

F-19

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Year Ended April 30, 2009


				Guarantor
	IMGRC			Subsidiaries		Eliminations			Consolidated
Revenues:
Gaming	$	—		$	74,383,388	$	—		$	74,383,388
Hotel		—			12,666,778		—			12,666,778
Food and beverage		—			13,161,233		—			13,161,233
Recreation and other		275,008			16,903,239		—			17,178,247

Gross revenue		275,008			117,114,638		—			117,389,646
Less -promotional allowances		77,010			804,656		—			881,666

Net revenue		197,998			116,309,982		—			116,507,980

Operating Expenses
Gaming		—			26,249,451		—			26,249,451
Hotel		—			4,757,635		—			4,757,635
Food and beverage		—			13,546,888		—			13,546,888
Recreation and other		—			11,880,845		—			11,880,845
Marketing		—			8,343,783		—			8,343,783
General and administrative		—			13,252,082		—			13,252,082
Health Insurance — Medical		—			2,382,845		—			2,382,845
Mescalero Apache- 401K		—			850,924		—			850,924
Mescalero Apache Telecom		—			190,538		—			190,538
Tribal Taxes		—			2,400,000		—			2,400,000
Depreciation and amortization		—			12,162,079		—			12,162,079
Insurance reimbursement (Note 11)		(5,406,380	)		—		—			(5,406,380	)
Storm Costs (Note 11)		376,700			—		—			376,700
Loss on disposal of assets		—			293,896		—			293,896

Total Operating Expenses		(5,029,680	)		96,310,966		—			91,281,286


Operating Income		5,227,678			19,999,016		—			25,226,694

Other Income (Expense)
Interest income		41,795			—		—			41,795
Interest (expense)		(26,156,329	)		—		—			(26,156,329	)
Income from subsidiaries		19,999,016			—		(19,999,016	)		—
Other income		30,936			—		—			30,936

Total other income (expense)		(6,084,582	)		—		(19,999,016	)		(26,083,598	)


Net Income (Loss)	$	(856,904	)	$	19,999,016	$	(19,999,016	)	$	(856,904	)

F-20

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended April 30, 2009


				Guarantor
	IMGRC			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(856,904	)	$	19,999,016		$	(19,999,016	)	$	(856,904	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,625,244			12,136,211			—			13,761,455
Insurance reimbursement (paid directly to contractor)		(4,467,324	)		—						(4,467,324	)
Loss on disposal of fixed assets		—			293,896			—			293,896
Changes in assets and liabilities:
Accounts receivable		(94,749	)		281,049			—			186,300
Inventories		31,824			218,698			—			250,522
Prepaid expenses		233,036			173,350			—			406,386
Other long term assets		(161,000	)		50,000			—			(111,000	)
Accounts payable		29,050			—			—			29,050
Accrued expenses, payroll and benefits		(820,793	)		66,308			—			(754,485	)
Deposits and advance payments		—			(9,653	)		—			(9,653	)

Net cash provided by (used in) operating activities		(4,481,616	)		33,208,875			(19,999,016	)		8,728,243


Cash flows from investing activities:
Purchase of property, plant and equipment		—			(4,536,436	)		—			(4,536,436	)
Investment in subsidiaries		(19,999,016	)		—			19,999,016			—

Net cash provided by(used by) investing activities		(19,999,016	)		(4,536,436	)		19,999,016			(4,536,436	)


Cash flows from financing activities:
Advances to (from) affiliates		29,271,215			(29,271,215	)		—			—
Principal payments on debt		(3,349,764	)		(256,401	)		—			(3,606,165	)
Distributions to Mescalero Apache Tribe		(8,004,000	)		—			—			(8,004,000	)

Net cash provided by (used in) financing activities		17,917,451			(29,527,616	)		—			(11,610,165	)


Net decrease in cash and cash equivalents		(6,563,181	)		(855,177	)		—			(7,418,358	)
Cash and cash equivalents, beginning of period		11,083,394			3,891,699			—			14,975,093

Cash and cash equivalents, end of period	$	4,520,213		$	3,036,522		$	—		$	7,556,735

F-21

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
As of April 30, 2008


				Wholly-owned
	IMGRC			Guarantors			Eliminations			Consolidated
Cash and cash equivalents	$	11,083,394		$	3,891,699		$	—		$	14,975,093
Accounts receivable		18,446			548,790			—			567,236
Inventories		216,590			823,496			—			1,040,086
Prepaid expenses		682,404			173,350			—			855,754

Total current assets		12,000,834			5,437,335			—			17,438,169
Fixed Assets		—			299,344,711			—			299,344,711
Depreciation		—			(103,333,993	)		—			(103,333,993	)

Net fixed assets		—			196,010,718			—			196,010,718
Non Current Assets
Other Assets		—			50,000			—			50,000
Deferred financing costs		4,445,409			—			—			4,445,409
Advances to Subsidiaries		60,244,217			5,595,376			(65,839,593	)		—
Investment in Subsidiaries		144,712,780			—			(144,712,780	)		—

Total Assets	$	221,403,240		$	207,093,429		$	(210,552,373	)	$	217,944,296


Accounts Payable and other short term liabilities	$	2,093,653		$	—		$	—		$	2,093,653
Accrued expenses		2,449,839			848,880			—			3,298,719
Accrued payroll and benefits		2,578,145			—			—			2,578,145
Accrued interest		11,200,000			—			—			11,200,000
Advanced deposits		—			357,648			—			357,648
Current portion of long-term debt		3,280,867			253,547			—			3,534,414

Total current liabilities		21,602,504			1,460,075			—			23,062,579
Non Current Liabilities:

Advances from subsidiaries		5,595,376			60,244,217			(65,839,593	)		—
Long-term debt, net of current portion		203,962,645			676,357			—			204,639,002

Total liabilities		231,160,525			62,380,649			(65,839,593	)		227,701,581

Contributed Capital		21,648,939			(6,012,897	)		6,012,897			21,648,939
Retained earnings (deficit)		(31,406,224	)		150,725,677			(150,725,677	)		(31,406,224	)

Total equity (deficit)		(9,757,285	)		144,712,780			(144,712,780	)		(9,757,285	)

Total liabilities and equity (deficit)	$	221,403,240		$	207,093,429		$	(210,552,373	)	$	217,944,296

F-22

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Year Ended April 30, 2008


				Guarantor
	IMGRC			Subsidiaries		Eliminations			Consolidated
Revenues:
Gaming	$	—		$	77,536,827	$	—		$	77,536,827
Hotel		—			13,475,019		—			13,475,019
Food and beverage		—			14,953,253		—			14,953,253
Recreation and other		—			20,576,831		—			20,576,831

Gross revenue		—			126,541,930		—			126,541,930
Less -promotional allowances		44,849			2,060,407		—			2,105,256

Net revenue		(44,849	)		124,481,523		—			124,436,674

Operating Expenses
Gaming		—			26,646,532		—			26,646,532
Hotel		—			4,434,224		—			4,434,224
Food and beverage		—			15,348,515		—			15,348,515
Recreation and other		—			14,908,202		—			14,908,202
Marketing		—			10,004,622		—			10,004,622
General and administrative		7,990,808			3,399,029		—			11,389,837
Health Insurance — Medical		—			2,117,140		—			2,117,140
Mescalero Apache- 401K		—			856,565		—			856,565
Mescalero Apache Telecom		—			197,040		—			197,040
Tribal Taxes		—			2,400,000		—			2,400,000
Depreciation and amortization		—			16,061,087		—			16,061,087
Loss on disposal of assets		63,847			—		—			63,847

Total Operating Expenses		8,054,655			96,372,956		—			104,427,611

Operating Income (loss)		(8,099,504	)		28,108,567		—			20,009,063

Other Income (expense)
Interest income		189,391			—		—			189,391
Interest		(26,419,780	)		—		—			(26,419,780	)
Income from subsidiaries		28,108,567			—		(28,108,567	)		—
Other income		47,526			—		—			47,526

Total other income (expense)		1,925,704			—		(28,108,567	)		(26,182,863	)

Net income (loss)	$	(6,173,800	)	$	28,108,567	$	(28,108,567	)	$	(6,173,800	)

F-23

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended April 30, 2008


				Guarantor
	IMGRC			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(6,173,800	)	$	28,108,567		$	(28,108,567	)	$	(6,173,800	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,625,244			16,039,332			—			17,664,576
Loss on disposal of fixed assets		—			63,857			—			63,857
Changes in assets and liabilities:
Accounts receivable		(18,446	)		(9,422	)		—			(27,868	)
Tribal accounts receivable		—			—			—			—
Inventories		(74,402	)		(199,026	)		—			(273,428	)
Prepaid expenses		(87,926	)		(173,350	)		—			(261,276	)
Other long term assets		50,000			12,500			—			62,500
Accounts payable		631,740			—			—			631,740
Accrued expenses, payroll and benefits		(447,242	)		139,170			—			(308,072	)
Interest payable		—			—			—			—
Deposits and advance payments		—			(81,011	)		—			(81,011	)

Net cash provided by (used in) operating activities		(4,494,832	)		43,900,617			(28,108,567	)		11,297,218


Cash flows from investing activities:
Purchase of property, plant and equipment		—			(1,298,349	)		—			(1,298,349	)
Investment in subsidiaries		28,108,567			—			(28,108,567	)		—

Net cash used in investing activities		28,108,567			(1,298,349	)		(28,108,567	)		(1,298,349	)


Cash flows from financing activities:
Advances to (from) affiliates		42,597,824			(42,597,824	)		—			—
Principal payments on debt		(3,715,742	)		(233,664	)		—			(3,949,406	)
Distributions to Mescalero Apache Tribe		(8,004,000	)		—			—			(8,004,000	)

Net cash provided by (used in) financing activities		30,878,082			(42,831,488	)		—			(11,953,406	)


Net decrease in cash and cash equivalents		(1,725,317	)		(229,220	)		—			(1,954,537	)
Cash and cash equivalents, beginning of period		12,808,711			4,120,919			—			16,929,630

Cash and cash equivalents, end of period	$	11,083,394		$	3,891,699		$	—		$	14,975,093

F-24

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
As of April 30, 2007


				Guarantor
	IMGRC			Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	12,808,711		$	4,120,919		$	—		$	16,929,630
Accounts receivable, net		—			539,368			—			539,368
Inventories		142,188			624,470			—			766,658
Prepaid expenses		594,478			—			—			594,478

Total current assets		13,545,377			5,284,757			—			18,830,134
Fixed assets		—			298,091,568			—			298,091,568
Accumulated depreciation		—			(87,565,430	)		—			(87,565,430	)

Net fixed assets		—			210,526,138			—			210,526,138
Non-current assets
Other assets		50,000			62,500			—			112,500
Deferred financing costs		6,070,653			—			—			6,070,653
Advances to subsidiaries		127,127,006			30,169,761			(157,296,767	)		—
Investment in subsidiaries		116,604,213			—			(116,604,213	)		—


Total assets	$	263,397,249		$	246,043,156		$	(273,900,980	)	$	235,539,425


Accounts payable and other short term liabilities	$	1,461,913		$	—		$	—		$	1,461,913
Accrued expenses		3,256,347			709,710			—			3,966,057
Accrued payroll and benefits		2,218,879			—			—			2,218,879
Accrued interest		11,200,000			—			—			11,200,000
Advanced deposits		—			438,659			—			438,659
Current portion of long-term debt		3,426,322			232,956			—			3,659,278

Total current liabilities		21,563,461			1,381,325			—			22,944,786
Non-current liabilities
Advances from subsidiaries		30,169,761			127,127,006			(157,296,767	)		—
Long-term debt, net of current portion		207,243,512			930,612			—			208,174,124

Total liabilities		258,976,734			129,438,943			(157,296,767	)		231,118,910
Contributed capital		29,652,939			(6,012,897	)		6,012,897			29,652,939
Retained earnings (accumulated deficit)		(25,232,424	)		122,617,110			(122,617,110	)		(25,232,424	)

Total equity		4,420,515			116,604,213			(116,604,213	)		4,420,515


Total liabilities and equity	$	263,397,249		$	246,043,156		$	(273,900,980	)	$	235,539,425

F-25

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Year Ended April 30, 2007


				Guarantor
	IMGRC			Subsidiaries		Eliminations			Consolidated
Revenues:
Gaming	$	—		$	76,473,428	$	—		$	76,473,428
Hotel		—			13,471,771		—			13,471,771
Food and beverage		—			13,939,008		—			13,939,008
Recreation and other		16,257			23,206,051		—			23,222,308

Gross revenue		16,257			127,090,258		—			127,106,515
Less-promotional allowances		3,974			2,250,733		—			2,254,707

Net revenue		12,283			124,839,525		—			124,851,808
Operating expenses
Gaming		75,569			26,300,809		—			26,376,378
Hotel expenses		—			4,657,790		—			4,657,790
Food and beverage		—			14,215,130		—			14,215,130
Recreation and other		—			13,861,765		—			13,861,765
Marketing		—			8,815,853		—			8,815,853
General and administrative		7,757,442			3,434,730		—			11,192,172
Health insurance — medical		—			2,291,743		—			2,291,743
401K		—			315,404		—			315,404
Mescalero Apache Telecom		—			199,573		—			199,573
Tribal Regulatory Fees		—			2,400,000		—			2,400,000
Depreciation and amortization		—			18,169,528		—			18,169,528
Loss on disposal of assets		—			7,439		—			7,439

Total operating expenses		7,833,011			94,669,764		—			102,502,775

Operating income (loss)		(7,820,728	)		30,169,761		—			22,349,033

Other income (expense)
Interest income		286,823			—		—			286,823
Interest expense		(26,648,687	)		—		—			(26,648,687	)
Income from subsidiaries		30,169,761			—		(30,169,761	)		—
Other income		48,076			—		—			48,076

Total other Income (expense)		3,855,973			—		(30,169,761	)		(26,313,788	)


Net income (loss)	$	(3,964,755	)	$	30,169,761	$	(30,169,761	)	$	(3,964,755	)

F-26

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended April 30, 2007


				Guarantor
	IMGRC			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(3,964,755	)	$	30,169,761		$	(30,169,761	)	$	(3,964,755	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,625,244			18,792,550			—			20,417,794
Loss on disposal of assets		—			7,439			—			7,439
Changes in assets and liabilities:
Restricted cash and cash equivalents		—			—			—			—
Accounts receivable, net of allowance		4,421			21,631			—			26,052
Inventories		(142,188	)		185,319			—			43,131
Prepaid expenses		(259,818	)		38,114			—			(221,704	)
Other long term assets		—			(70,497	)		—			(70,497	)
Accounts payable		(1,144,757	)		—			—			(1,144,757	)
Accrued expenses, payroll and benefits		(5,616,324	)		1,040,916			—			(4,575,408	)
Deposits and advance payments		—			66,189			—			66,189


Net cash provided by (used in) operating activities		(9,498,177	)		50,251,442			(30,169,761	)		10,583,484
Cash flows from investing activities:
Purchase of property, plant and equipment		—			(472,204	)		—			(472,204	)
Construction accounts payable		—			(1,044,426	)		—			(1,044,426	)
Investment in subsidiaries		(41,412,095	)		—			41,412,095			—

Net cash used by investing activities		(41,412,095	)		(1,516,630	)		41,412,095			(1,516,630	)
Cash flows from financing activities:
Cash held from construction payments		18,171,534			—			—			18,171,534
Advances to (from) affiliates		57,710,310			(46,467,976	)		(11,242,334	)		—
Principal payments on long-term debt, net		(293,933	)		(3,803,040	)		—			(4,096,973	)
Distributions to Mescalero Apache Tribe		(22,980,157	)		—			—			(22,980,157	)


Net cash used in (provided by) financing activities		52,607,754			(50,271,016	)		(11,242,334	)		(8,905,596	)


Net (decrease) increase in cash and cash equivalents		1,697,482			(1,536,224	)		—			161,258
Cash and cash equivalents, beginning of period		11,111,229			5,657,143			—			16,768,372


Cash and cash equivalents, end of period	$	12,808,711		$	4,120,919		$	—		$	16,929,630

F-27

INDEX TO EXHIBITS


Exhibit No.		Description
3.1*		Mescalero Apache Tribe Resolutions 03-05, 03-28 and 03-29 establishing and governing the Inn of the Mountain Gods Resort and Casino adopted and approved April 2, 2003, June 15, 2003 and June 15, 2003, respectively.

3.2*		Charter of the Management Board of IMG Resort and Casino.

4.1*		Indenture, dated as of November 3, 2003, among the Mescalero Apache Tribe, Inn of the Mountain Gods Resort and Casino, Casino Apache, Inn of the Mountain Gods, Casino Apache Travel Center, Ski Apache and U.S. Bank National Association, as Trustee, relating to the 12% Senior Notes due 2010 of the Inn of the Mountain Gods Resort and Casino.

4.2*		Form of 12% Senior Note Due 2010 of the Inn of the Mountain Gods Resort and Casino.

4.3*		Registration Rights Agreement, dated as of November 3, 2003, among the Mescalero Apache Tribe, Inn of the Mountain Gods Resort and Casino, Casino Apache, Inn of the Mountain Gods, Casino Apache Travel Center, Ski Apache and Citigroup Global Markets Inc, as the Initial Purchaser.

10.1*		Second Amended Design/Build Construction Contract, by and among Inn of the Mountain Gods Resort and Casino, Centex/Worth Group, LLC, as Design/Builder, and Rider Hunt Levett & Bailey, as Construction Manager, dated as of September 6, 2003, and Change Order No. 9 thereto, dated October 24, 2003.

10.2*		Cash Collateral and Disbursement Agreement, dated as of November 3, 2003, among Inn of the Mountain Gods Resort and Casino, Casino Apache, Inn of the Mountain Gods, Casino Apache Travel Center, Ski Apache, U.S. Bank National Association, as Disbursement Agent, Professional Associates Construction Services, Inc., as Independent Construction Consultant and U.S. Bank National Association, as Trustee.

10.3*		Ski Apache Special Use Permit received from the United States Department of Agriculture, Forest Service dated April 23, 1985.

10.4***		Employment Agreement between the Mescalero Apache Tribe and Pamela Gallegos (filed herewith).

10.5**		2001 Compact between the Mescalero Apache Tribe and the State of New Mexico, entered into June 1, 2005.

12.1		Statement of Calculation of Ratio of Earnings to Fixed Charges (filed herewith).

14.1**		Code of Business Conduct and Ethics of Inn of the Mountain Gods Resort and Casino.

14.2**		Code of Ethics for Principal Executive Officer and Senior Financial Officer.

21.1*		Subsidiaries of the Registrant.

24.1		Power of Attorney (Included with Signature Page).

31.1		Certification of Principal Executive Officer and Interim-Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of Principal Executive Officer and Interim-Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).


*		Incorporated by reference to IMG Resort and Casino’s Registration Statement on Form S-4 filed with the SEC on February 27, 2005 (SEC File No. 333-113140).

**		Incorporated by reference to IMG Resort and Casino’s Annual Report on Form 10-K filed with the SEC on July 29, 2005.

***		Incorporated by reference to IMG Resort and Casino’s Annual Report on Form 10-K filed with the SEC on July 24, 2008.


		Page
Report of Independent Registered Public Accounting Firm		F-1
Audited Financial Statements:
Consolidated Balance Sheets as of April 30, 2008 and 2009		F-2
Consolidated Statements of Operations for the Years ended April 30, 2007, 2008 and 2009		F-3
Consolidated Statements of Changes in Equity for the Years ended April 30, 2007, 2008 and 2009		F-4
Consolidated Statements of Cash Flows for the Years ended April 30, 2007, 2008 and 2009		F-5
Notes to Consolidated Financial Statements		F-6


Item 1. Business			4
Item 1A. Risk Factors			10
Item 1B. Unresolved Staff Comments			15
Item 2. Properties			15
Item 3. Legal Proceedings			15
Item 4. Submission of Matters to a Vote of Security Holders			15
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			16
Item 6. Selected Financial Data			16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation Operations			18
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			30
Item 8. Financial Statements and Supplementary Data Disclosure			30
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure			30
Item 9A. Controls and Procedures			30
Item 9B. Other Information			31
PART III
Item 10. Directors, Executive Officers and Corporate Governance			31
Item 11. Executive Compensation			34
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			37
Item 13. Certain Relationships and Related Transactions, and Director Independence			37
Item 14. Principal Accounting Fees and Services			39
PART IV
Item 15. Exhibits, Financial Statement Schedules			39

SIGNATURES			40
INDEX TO EXHIBITS
EX-12.1
EX-31.1
EX-32.1


	Contributed						Total
	Capital			Deficit			Equity
Balances, April 30, 2006	$	52,633,096		$	(21,267,669	)	$	31,365,427

Distributions to Mescalero Apache Tribe:
Capital Distribution/Operating Transfers		(22,980,157	)		—			(22,980,157	)
Net loss		—			(3,964,755	)		(3,964,755	)

Balances, April 30, 2007		29,652,939			(25,232,424	)		4,420,515

Distributions to Mescalero Apache Tribe:
Capital Distribution/Operating Transfers		(8,004,000	)		—			(8,004,000	)
Net loss		—			(6,173,800	)		(6,173,800	)

Balances, April 30, 2008		21,648,939			(31,406,224	)		(9,757,285	)

Distributions to Mescalero Apache Tribe:
Capital Distribution/Operating Transfers		(8,004,000	)		—			(8,004,000	)
Net Loss		—			(856,904	)		(856,904	)

Balances, April 30, 2009	$	13,644,939		$	(32,263,128	)	$	(18,618,189	)


	Fiscal Year Ended
	April 30,
	2005			2006			2007			2008			2009
Earnings:
Earnings before Fixed Charges	$	2,140		$	(21,268	)	$	(3,965	)	$	(6,174	)	$	(858	)

Fixed Charges
Interest Expense (Inc Amortization of Debt Costs)		11,544			26,841			26,649			26,420			26,156
Less Capitalized Interest		14,300			—			—			—			—
Estimated Interest within Rental Expenses		45			26			—			—			—

Total Fixed Charges		25,889			26,867			26,649			26,420			26,156

Amortization of Capitalized Interest		—			699			699			703			813
Less Capitalized Interest		(14,300	)		—			—			—

Total		(14,300	)		699			699			703			813

Total Earnings		13,729			6,298			23,383			33,297			26,111


Fixed Charges		25,889			26,867			26,649			26,420			26,156

Ratio of Earnings to Fixed Charges		—			—			—			1.3	x		—

1.		I have reviewed this Annual Report on Form 10-K of Inn of the Mountain Gods Resort and Casino;

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

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

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

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

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

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

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

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


/s/ Elizabeth Foster-Anderson

By:		Elizabeth Foster-Anderson
Title:		Principal Executive Officer and Interim-Principal Financial Officer

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

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



Dated: August 12, 2009	By:	/s/ Elizabeth Foster-Anderson
		Elizabeth Foster-Anderson
		Principal Executive Officer and Interim-Principal Financial Officer