UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

FOR THE QUARTERLY PERIOD ENDED ~~December~~March 31, ~~2009~~2010


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

FOR THE QUARTER 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)
Not Applicable		75-3158926
287 Carrizo Canyon Road Mescalero, New Mexico (Address of principal executive offices)		88340 (Zip Code)
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification Number)


287 Carrizo Canyon Road		88340
Mescalero, New Mexico		(Zip Code)
(Address of principal executive offices)

575-464-7777
(Registrant’s telephone number, including area code)

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer þ (Do not check if a smaller reporting company) Smaller reporting company o

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

INN OF THE MOUNTAIN GODS RESORT AND CASINO FORM 10-Q FOR THE QUARTER ENDED ~~DECEMBER~~MARCH 31, ~~2009~~2010 INDEX

	Pages
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2009 (unaudited)		3
Consolidated Balance Sheets as of September 30, 2009 (unaudited) and March 31, 2010 (unaudited)		3
Consolidated Income Statements for the Three Month Periods Ended December 31, 2008 (unaudited) and 2009 (unaudited)		4
Consolidated Income Statements for the Three Month Periods Ended March 31, 2009 (unaudited) and 2010 (unaudited)		4
Consolidated Statements of Cash Flows for the Three Month Periods Ended December 31, 2008 (unaudited) and 2009 (unaudited)		5
Consolidated Consolidated Income Statements for the Six Month Periods Ended March 31, 2009 (unaudited) and 2010 (unaudited)		4
Consolidated Statements of Cash Flows for the Six Month Periods Ended March 31, 2009 (unaudited) and 2010 (unaudited)		5
Notes to Consolidated Financial Statements (unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2628
Item 3. Quantitative and Qualitative Disclosures about Market Risk		3336
Item 4T. Controls and Procedures		3337
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		3337
Item 1A. Risk Factors		3337
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3337
Item 3. Defaults Upon Senior Securities.		3337
Item 4. Submission of Matters to a Vote of Security Holders		3337
Item 5. Other Information		3437
Item 6. Exhibits		3638
Signatures		3739
EX-31.1
EX-32.1
EX-31.1
EX-31.2
EX-32.1
EX-10.1
EX-31.1
EX-31.2
EX-32.1

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)

	As of September 30,			As of ~~December~~March 31,
	2009			~~2009~~2010
Current assets
Cash and cash equivalents	$	5,629,436		$	68,~~648~~581,~~067~~058
Accounts receivable, net of allowance for doubtful accounts		617,433			1491,~~149,023~~102
Inventories, net		862,251			~~903~~802,~~590~~262
Prepaid expenses and other assets		1,321,812			1914,~~342,754~~864
Total current assets		8,430,932			10,~~043~~789,~~434~~286
Non-current assets
Property, plant and equipment, net		189,066,385			~~187~~184,~~394~~756,~~995~~542
Other assets		51,000			51,000
Deferred financing cost		2,078,017			1,~~632~~187,~~727~~438
Total assets	$	199,626,334		$	~~199~~196,~~122~~784,~~156~~266
Liabilities and deficit
Current liabilities
Accounts payable	$	1,422,304		$	1,~~837~~103,~~623~~666
Accrued expenses		54,~~469~~604,~~293~~088			3,~~900~~598,~~366~~253
Accrued payroll and benefits		12,~~941~~806,~~522~~727			12,~~481~~546,~~612~~490
Accrued interest		22,386,667			2936,~~621~~700,~~603~~000
Advance deposits		413,046			~~240~~744,~~101~~406
Current portion of long-term debt		202,924,922			201,~~995~~149,~~343~~867
Total current liabilities		234,557,754			~~239~~245,~~076~~842,~~648~~682
Non-current liabilities
Long-term debt, net of current portion		395,634			~~338~~177,~~445~~402
Total liabilities		234,953,388			~~239~~246,~~415~~020,~~093~~084
Deficit
Contributed capital		(5,389,062	)		(716,389,062	)
Accumulated deficit		(29,937,992	)		(32,~~903~~846,~~875~~756	)
Total deficit		(35,327,054	)		(4049,~~292~~235,~~937~~818	)
Total liabilities and deficit	$	199,626,334		$	~~199~~196,~~122~~784,~~156~~266

The accompanying notes are an integral part of these statements.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(unaudited)

	Three months ended			Three months ended
	Three Months Ended			Three Months Ended			Six months Ended			Six months Ended
	December 31, 2008			December 31, 2009
	March 31, 2009			March 31, 2010			March 31, 2009			March 31, 2010
Revenues:
Gaming	$	1617,~~546~~610,~~046~~289		$	16,~~168~~763,~~109~~379		$	34,156,335		$	32,931,488
Hotel		2,~~600~~636,~~075~~886			2,~~175~~154,~~376~~970			5,236,961			4,330,345
Food and beverage		32,~~201~~509,~~745~~197			23,~~934~~435,~~841~~498			5,710,942			6,370,339
Recreation and other		4,~~002~~483,~~634~~343			47,~~398~~631,~~312~~769			8,485,977			12,030,081
Gross revenue		26,350,500			25,676,638
Gross Revenue		27,239,715			29,985,616			53,590,215			55,662,253
Less-promotional allowances		~~172~~217,~~511~~014			~~238~~200,~~881~~087			389,525			438,968
Net revenue		26,177,989			25,437,757
Net Revenue		27,022,701			29,785,529			53,200,690			55,223,285
Operating expenses
Operating Expenses
Gaming		65,~~619~~810,~~171~~229			5,~~373~~428,~~560~~057			12,429,400			10,801,617
Hotel		1,131,983			781,436
Hotel expenses		1,011,829			867,433			2,143,812			1,648,869
Food and beverage		32,~~556~~603,~~592~~021			3,~~223~~234,~~781~~404			6,159,613			6,458,185
Recreation and other		2,~~627~~665,~~022~~792			23,~~548~~033,~~161~~264			5,292,814			5,581,425
Marketing		12,~~796~~134,~~111~~579			2,~~344~~064,~~236~~170			3,930,690			4,408,407
General and administrative		54,~~183~~382,~~042~~827			4,~~554~~708,~~801~~278			9,565,917			9,263,076
Depreciation and amortization		3,023,656			3,042,632
Management fees (Note 9)		—			165,140			—			165,140
Insurance reimbursement (Note 11)		(3,677,047	)		(1,185,023	)
Depreciation and amortization		3,100,684			2,966,036			6,124,341			6,008,669
Storm costs (Note 11)		232,022			—
Insurance reimbursement (Note 11)		(495,637	)		(281,635)			(4,175,247	)		(1,466,658	)
Gain on disposal of assets		(2,563	)		—
Storm costs (Note 11)		28,136			1,329			260,157			1,329
Total operating expenses		2021,~~489~~241,~~989~~460			2022,~~683~~186,~~584~~476			41,731,497			42,870,059
Operating income		5,~~688~~781,~~000~~241			47,~~754~~599,~~173~~053			11,469,193			12,353,226
Other expense
Other income (Expense)
Interest expense, net		(6,533,294	)		(7,737,702	)
Interest Expense		(6,526,194	)		(7,563,395	)		(13,067,292	)		(15,303,357	)
Other income		303			17,646
Other income (expense)		14,972			21,461			23,079			41,367
Total other expense		(6,532,991	)		(7,720,056	)
Total other income (expense)		(6,511,222	)		(7,541,934	)		(13,044,213	)		(15,261,990	)
Net loss	$	(844,991	)	$	(2,965,883	)
Net income (loss)	$	(729,981	)	$	57,119		$	(1,575,020	)	$	(2,908,764	)

The accompanying notes are an integral part of these statements.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Three months ended			Three months ended
	Six months ended			Six months ended
	December 31, 2008			December 31, 2009
	March 31, 2009			March 31, 2010
Cash flows from operating activities:
Net loss	$	(~~844~~1,~~991~~575,020	)	$	(2,~~965~~908,~~883~~764	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		35,~~083~~725,~~484~~887			36,~~488~~008,~~950~~669
Changes in assets and liabilities:
Accounts receivable		~~341~~512,~~857~~383			~~(531~~126,~~590~~331	)
Tribal accounts receivable		~~143~~166,~~910~~750			—
Inventories		~~131~~146,~~083~~092			~~(41~~59,~~339~~989	)
Prepaid expenses		~~160~~470,~~905~~867			~~(20~~406,~~942~~948	)
Insurance reimbursement		(21,~~777~~100,~~047~~000	)		—
Other long-term assets		(4,160	)		—
Deferred financing cost		812,622			890,579
Accounts payable		803,927			415,319
Other long-term assets		(10,160	)		—
Accrued expenses, payroll and benefits		2,093,634			(2,028,837	)
Accounts payable		(1,868,523	)		(318,638	)
Accrued interest payable		(6,000,000	)		7,234,936
Accrued expenses, payroll and benefits		(96,281	)		(1,266,072	)
Deposits and advanced payments		(126,331	)		(172,945	)
Accrued interest payable		—			14,313,333
Net cash (used in) provided by operating activities		(2,993,729	)		5,377,669
Deposits and advanced payments		(222,677	)		331,360
Net cash provided by operating activities		5,161,940			17,643,735
Cash flows from investing activities:
Purchase of property, plant and equipment		(56,~~741~~954,~~923~~912	)		(1,~~372~~698,~~271~~826	)
Net cash used in investing activities		(56,~~741~~954,~~923~~912	)		(1,~~372~~698,~~271~~826	)
Cash flows from financing activities:
Principal payments on long-term debt		(~~909~~1,~~988~~902,635	)		(~~986~~1,~~767~~993,287	)
Distributions to Mescalero Apache Tribe		(24,~~001~~002,000	)		(211,000,000	)
Net cash used in financing activities		(25,~~910~~904,~~988~~635	)		(212,~~986~~993,~~767~~287	)
Net (decrease) increase in cash and cash equivalents		(117,~~646~~697,~~640~~607	)		12,~~018~~951,~~631~~622
Cash and cash equivalents, beginning of period		16,912,249			5,629,436
Cash and cash equivalents, end of period	$	59,~~265~~214,~~609~~642		$	68,~~648~~581,~~067~~058
Supplemental cash flow information:
Cash paid for interest	$	12,~~138~~255,~~528~~263		$	5999,~~737~~446
Non-cash investing and financing activities
Non-cash investing and financing activities:
Property, plant and equipment acquired through reduction in storm recovery receivable	$	3,253,273		$	1,185,023
Property, plant and equipment acquired through reduction in fire recovery receivable	$	3,075,247		$	1,466,658

The accompanying notes are an integral part of these statements.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

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

Change in Fiscal Year

On September 3, 2009, the Board of Directors (the “Board”) of IMG Resort and Casino resolved by unanimous consent to change the Company’s fiscal year, formerly ending April 30, to a fiscal year end, effective September 30, 2009. This change in fiscal year end makes the Company’s year- end coincide with the Mescalero Apache Tribe’s ~~Fiscal~~fiscal ~~Year~~year ~~End~~end.

This report contains unaudited three and six months consolidated statements of operations for the ~~period~~ period ended ~~December~~March 3031, ~~2009~~2010 and ~~2008~~2009; an unaudited consolidated statement of cash flows for the ~~three~~ six months ended ~~December~~March 31, ~~2009~~2010 and ~~2008~~2009, and includes unaudited consolidated balance sheet information as of September 30, 2009 and ~~December~~March 31, ~~2009~~2010.

Reporting Entity and Operations

The Inn of the Mountain Gods Resort and Casino and subsidiaries (“IMG Resort and Casino” or the “Company”), 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, 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, which owns the Tribe’s ski resort, Ski Apache Resort (“Ski Apache”); 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 and November 15, 2009,~~ interest payments on its 12% senior Notes due 2010 (the “Notes”) since November 15, 2008. This non-payment of interest constitutes an event of default under the Indenture governing the Notes.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The Company is currently in discussions with certain of its debtholders regarding these issues. As of ~~December~~March 31, ~~2009~~2010, the Company had negative working capital of approximately $~~229~~235.01 million and a a total deficit of approximately $4049.32 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 IMG Resort and Casino 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~~its debt service requirements and repayment obligations.

Reclassifications

Certain reclassifications have been made in the prior year’s consolidated 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~~recorded ~~amounts~~amount 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.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

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.

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 and Refinancing Costs

Debt issuance costs incurred in connection with the issuance of the ~~Resort~~Notes ~~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 $2.1 million as of September 30, 2009 and $1.62 million as of ~~December~~March 31, ~~2009~~2010. The Resort Project was a two-phase construction project with the first phase consisting of the construction of the Apache Travel Center in May 2003 at a cost of $16.0 million and the second phase consisting of the construction of the Resort in March 2005 at a cost of $171.3 million.

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 (“FASB”) issued Statement of Accounting Standards FASB ASC 360-10, Property, Plant and Equipment, (prior authoritative literature: SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets) (“FASB ASC 360-10 (SFAS No. 144)”) which established the approach to be used in the determination of impairment. Under the provisions of FASB ASC 360-10 (SFAS No. 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~~For the three months ended ~~December~~ March 31, ~~2008~~2009, IMG Resort and Casino ~~recorded~~has aincurred approximately ~~gain~~$28,136 onin ~~disposal of~~costs ~~assets~~associated ofwith ~~$2,563~~the ~~related~~storm torecovery ~~storm~~compared ~~damage.~~to ~~During~~$1,329 for the three months ended ~~December~~ March 31, ~~2009,~~2010. IMG Resort and Casino ~~recorded~~has ~~other~~incurred $260,157 ~~expenses~~in ofcosts $0associated ~~related~~with tothe storm ~~damage~~recovery for the six months ended March 31, 2009, compared to $1,329 for the six months ended March 31, 2010, which included payroll, supplies and immediate repairs. (See Note 11)

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

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 fair value of IMG Resort and Casino’s senior Notes were approximately $84.0 million at ~~December~~March 31, ~~2009,~~ 2010, versus $200.0 million recorded value, based on the most recent quoted market price. The Notes ~~are~~ are not heavily traded, and price quotes ranged from $4549.8875 to $4042.00 per $100 of principal amount during the three months ended ~~December~~ March 31, ~~2009~~2010.

Contributed Capital

Contributed capital represents contributions from the Tribe and consists of (i) cash to fund certain construction and development of the IMG Resort ~~Project~~and Casino, (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). For the three months ended ~~December~~March 31, ~~2009~~2010, IMG Resort and Casino distributed $211.0 million to the ~~Tribe~~ Tribe which is being held in a reserve account. The accumulated reserve is $1322.0 million as of ~~December~~ March 31, ~~2009~~ 2010.

Revenues

In accordance with gaming industry practice, ~~the~~we ~~Casino~~recognize ~~recognizes~~gaming ~~casino~~revenues ~~revenue~~ as the net win ~~from~~ from gaming activities, which is the difference between gaming wins and losses. Gaming revenues are ~~net~~ net of accruals for anticipated payouts of progressive slot jackpots and table games. ~~Such anticipated~~These anticipated jackpot payments are reflected as ~~accrued~~current ~~expenses~~liabilities inon ~~the~~our ~~accompanying consolidated~~ balance sheets. The total accrual for jackpots and progressives was approximately $150,000 and $7182,000 at September 30, 2009 and ~~December 30~~March 31, ~~2009~~2010, respectively. 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.

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 is recognized by IMG Resort and~~ Casino as a reduction from gross revenue. The total vouchers recognized by IMG Resort and Casino were approximately $172,511 and $238,881 for the three months ended December 31, 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 promotion dollars, 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 retail value of these player’s ~~club~~rebates ~~point~~is recognized by IMG Resort and Casino as a reduction from gross revenue. The total vouchers recognized by IMG Resort and Casino were approximately $217,014 and $200,087 for the three months ended March 31, 2009 and 2010, respectively. The total vouchers recognized by IMG Resort and Casino were approximately $389,525 and $438,968 for the six months ended March 31, 2009 and 2010, respectively. The Apache Spirit Club liability is included in accrued expenses and totaled $884,821 at September 30, 2009 and $~~805~~830,~~545~~606 at ~~December~~March 31, ~~2009~~2010.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Emerging Issues Task Force (“EITF”) FASB ASC 605-50, Revenue Recognition, Customer payments and Incentives (prior authoritative literature: FASB EITF Issue No. 00-14, Accounting for Certain Sales Incentives (“FASB ASC 605-50 (FAS Issue No. 00-14)”), 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~~We ~~Resort and Casino~~ adopted FASB ASC 605-50 (FAS Issue No. 00-14) on April 30, 2001. ~~IMG~~Our ~~Resort and Casino’s~~ accounting policy related to free or discounted food and beverage and other services already complies with FASB ASC 605-50 (FAS Issue No. 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~~we ~~Resort and Casino,~~ through ~~its~~ 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.

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

	The three months ended December 31,
	The three months ended March 31,
	2008		2009
	2009		2010
Rooms	$	1810,~~558~~795	$	165,~~823~~834
Food and beverage		~~143~~195,~~651~~520		~~208~~174,~~148~~531
	$	162,209	$	224,971
Total	$	206,315	$	180,365

Marketing

IMG Resort and Casino’s marketing costs to outside parties are expensed as incurred and for the three months ended ~~December~~March 31, ~~2008~~2009 and ~~2009~~2010 were $2.1 million and for the six months ended March 31, 2009 and 2010 were $3.89 million and $24.34 million, respectively.

Tribal Taxes

IMG Resort and Casino is subject to Mescalero Apache Tribal taxes which employs an alternative minimum tax system. Other than a portion of the operations at Ski Apache, ~~IMGRC~~IMG Resort and Casino’s operations are not subject to 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. Under the tribe’s alternative minimum tax system, ~~IMGRC~~IMG Resort and Casino is assessed the greater of a fixed rate of $200,000 or the amount collected from sales taxes on a per month basis. In prior periods the taxes collected were included in net revenue and tax payments included in expenses as opposed to being recorded as a liability and subsequent release of the liability. Currently, taxes are being collected and recorded as a liability on ~~IMGRC~~IMG Resort and Casino’s balance sheet and are no longer included in net revenue. Excess tax amounts due under the alternative minimum tax system are expensed in the month they are due. The tax payment is made at the beginning of the month in which the taxes are being collected. For the three months ended ~~December~~March 31, ~~2009~~2010, ~~IMGRC~~IMG Resort and Casino collected $~~444~~886,~~986~~246 in taxes, paid ~~the~~ the $~~600~~1,200,000 alternative minimum tax due, and recorded $~~155~~313,~~014~~754 in alternative minimum tax expense.

The following chart highlights IMG Resort and Casino’s tribal tax activity for the three months ended March 31, 2010.


	Three Months Ended
	March 31, 2010
Alternative minimum tax due	$	1,200,000
Total taxes collected		(886,246	)

Alternative minimum tax expensed	$	313,754

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The following chart highlights IMGRC’s tribal tax activity for the three months ended December 31, 2009.

	Three Months Ended
	December 31, 2009
Alternative minimum tax due	$	600,000
Total taxes collected		(444,986	)
Alternative minimum tax expensed	$	155,014

Classification of Departmental Costs

Gaming direct costs are comprised of all costs of the Resorts’ gaming operation, including labor costs ~~employed~~for ~~in gaming departments,~~ casino-based supply costs, ~~and~~certain ~~other direct operating costs of the casinos~~ (including costs in operating our player’s ~~club~~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 ~~head quarters,~~three months, including the salaries of corporate officers, accounting, finance, legal and other ~~professional~~ 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

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 FASB ASC 825-10 (SFAS 159) early must also adopt all of FASB ASC 825-10’s (SFAS 157) 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 April 2008, the FASB issued Staff Position FASB ASC 350, Intangible- Goodwill and Other, (Prior authoritative literature: FASB SFAS 142-3: Determination of the Useful Life of Intangible Assets, issued April 2008) (“FASB ASC 350 (FSP FAS 142-3)”). The FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB ASC 350 (SFAS No. 142), “Goodwill and Other Intangible Assets”. The intent of the FSP is to improve the consistency between the useful life of a recognized intangible asset under FASB ASC 350 (SFAS No. 142) and the period of expected cash flows used to measure the fair value of the asset under other accounting principles generally accepted in the United States of America. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company adopted FASB ASC 350 (SFAS No. 142) at the beginning of fiscal year 2010. The adoption did not have a significant effect on the Company’s financial statements.

In April 2009, the FASB issued FSP No. 107-1 and Accounting Principles Board Opinion No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP No.107-1”). FASB ASC 825-10 (FSP No. 107-1) extends the disclosure requirements of FASB ASC 825-10 (SFAS No. 107), “Disclosures about Fair Value of Financial Instruments”, to interim period financial statements, in addition to the existing requirements for annual periods and reiterates FASB ASC 825-10’s (SFAS No. 107) requirement to disclose the methods and significant assumptions used to estimate fair value. FASB ASC 825-10 (FSP No.107-1) if effective for interim and annual periods ending after June 15, 2009. The adoption of this statement did have a material impact on the Company’s consolidated financial position or results of operations.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

In April 2008, the FASB issued Staff Position FASB ASC 350, Intangible- Goodwill and Other, (Prior authoritative literature: FASB SFAS 142-3: Determination of the Useful Life of Intangible Assets, issued April 2008) (“FASB ASC 350 (FSP FAS 142-3)”). The FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB ASC 350 (SFAS No. 142), “Goodwill and Other Intangible Assets”. The intent of the FSP is to improve the consistency between the useful life of a recognized intangible asset under FASB ASC 350 (SFAS No. 142) and the period of expected cash flows used to measure the fair value of the asset under other accounting principles generally accepted in the United States of America. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The company adopted FASB ASC 350 (SFAS No. 142) at the beginning of fiscal year 2010. The adoption did not have a significant effect on the Company’s financial statements.

The FASB issued FASB FAS 855-10, Generally Accepted Accounting Principles (prior authoritative literature: FASB SFAS No. 165, Subsequent Events, issued May 2009) (“FASB ASC 105-10 (SFAS No. 165)”). FASB 105-10 (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. FASB 105-10 (SFAS No. 165) is effective for interim and annual fiscal periods ending after June 15, 2009. The Company is required to adopt FASB 105-10 (SFAS No. 165) in the first three months of fiscal 2010 and does not expect that adoption of FASB 105-10 (SFAS No. 165) will have a material impact on its consolidated financial statements.

The FASB issued FASB ASC 105-10, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (prior authoritative literature: FASB SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, issued June 2009) (“FASB ASC 106-10-65 (SFAS No. 168)”), 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. FASB ASC 106-10 (SFAS No. 168) is effective for fiscal years and interim periods ending after September 15, 2009. The adoption of FASB ASC 105-10 (SFAS 168) did not have a material impact on our consolidated financial statements.

In April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-16, Entertainment-Casinos (Topic 924): Accruals for Casino Jackpot Liabilities, a consensus of the FASB Emerging Issues Task Force. This guidance clarifies that an entity should not accrue jackpot liabilities (or portions thereof) before a jackpot is won if the entity can avoid paying that jackpot. Jackpots should be accrued and charged to revenue when an entity has the obligation to pay the jackpot. The guidance applies to both base and progressive jackpots. The guidance is effective for reporting periods beginning after December 15, 2010. Accordingly, we will adopt the new guidance in the first second quarter of 2011. The adoption of this new guidance is not expected to have a material impact on our condensed consolidated 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 $44,538 at September 30, 2009 and $96135,~~982~~995 at ~~December~~March 31, ~~2009~~2010.

NOTE 3—INVENTORIES

Inventories consist of the following as of:


	September 30, 2009		March 31, 2010
Food and beverage	$	237,361	$	235,211
Golf and pro shop		65,853		44,762
Gift shops, fuel and other		559,037		522,289

Inventories, net of reserves	$	862,251	$	802,262

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 3—INVENTORIES

Inventories consist of the following as of:

	September 30, 2009		December 31, 2009
Food and beverage	$	237,361	$	244,026
Golf and pro shop		65,853		50,654
Gift shops, fuel and other		559,037		608,910
Inventories, net of reserves	$	862,251	$	903,590

NOTE 4—PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment is summarized as follows:

	September 30, 2009			~~December~~March 31, ~~2009~~2010
Land	$	1,000,473		$	1,000,473
Buildings		210,005,387			216,396,686
Lifts and Snowmaking equipment		8,493,368			5,686,867
Non-gaming equipment, furniture and other		52,480,709			52,~~580~~579,~~605~~920
Gaming equipment		22,470,190			22,550,738
Leasehold and land improvements, lake and golf course		11,075,633			11,075,633
Subtotal		305,525,760			309,~~291~~290,~~002~~317
Less accumulated depreciation and amortization		(119,375,209	)		(~~122~~125,~~419~~385,~~554~~590	)
Property, plant and equipment, net		186,150,551			~~186~~183,~~871~~904,~~448~~727
Construction in progress		2,915,834			~~523~~851,~~547~~815
Net Property, plant and equipment	$	189,066,385		$	~~187~~184,~~394~~756,~~995~~542

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~~ 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~~ 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.

The Indenture governing the Notes (the “Indenture”) 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.

The Company ~~did~~has not ~~make~~made the scheduled $12.0 million interest payments on the Company’s Notes on ~~May 15,~~since ~~2009 and~~ November 15, ~~2009~~2008. Under the terms of the Indenture, the Company had a 30 day grace period with respect to each interest payment but did not make these payments. Failure to make the May 15, 2009, November 15, 2009 and May 15, 2010 interest payments on or before June 15, 2009 ~~and~~ , December 15, 2009 and June 15, 2010, respectively, constituted separate events 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 Notes could declare all of the Notes immediately due and payable.

Pursuant to the Indenture, we are obligated to pay penalty interest on overdue principal at the rate equal to 1% per annum in excess of the applicable interest rate on the Notes (12%), and to pay interest on overdue installments of interest payable on the Notes at the same rate. As of March 31, 2010 the interest accrued as a result was $1,897,205.

The Tribe has engaged a financial advisor, and negotiations between the Mescalero Apache Tribal Council and holders of the Notes continue. 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. Due to the events of default, the Notes have been classified as current in the accompanying consolidated balance sheet.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~Pursuant~~On toJune 15, ~~the Indenture~~2004, weIMG ~~are~~Resort ~~obligated~~and toCasino ~~pay~~entered ~~penalty~~into ~~interest~~a on$15.0 million ~~overdue~~fixed ~~principal~~credit atfacility ~~the~~with an ~~rate~~equipment ~~equal~~finance tocompany. 1%The ~~per~~fixed ~~annum~~credit infacility ~~excess~~is offully ~~the~~amortizable ~~applicable~~over ~~interest~~five ~~rate~~years onand ~~the~~bears fixed ~~Notes~~interest ~~(12%),~~rates ~~and~~ranging from 7.55% to ~~pay interest~~8.18%. onProceeds ~~overdue~~from ~~installments~~the ofloan ~~interest~~were ~~payable~~used onto ~~the~~fund furniture, ~~Notes~~fixtures atand ~~the~~equipment ~~same~~for ~~rate~~the Resort. As of ~~December 31~~September 30, 2009 ~~the~~and ~~interest~~March 31, ~~accrued~~2010, as$2.5 million aand ~~result was~~ $10.7 million,~~335~~ respectively,~~000~~ remained outstanding on this facility.

~~The~~Long-term ~~Tribe~~debt ~~has~~at ~~engaged a financial advisor~~September 30, ~~and~~2009 ~~is in discussions with bondholders related to restructuring the Notes. If the Notes are declared immediately due~~ and ~~payable~~March 31, it2010 ~~would~~is ~~constitute a~~summarized 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. Due to the events of default, the Notes have been classified as ~~current in the accompanying consolidated balance sheet.~~follows:

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. As of September 30, 2009 and December 31, 2009, $2.5 million and $1.6 million, respectively, remained outstanding on this facility.


	September 30, 2009			March 31, 2010
Senior Notes, bearing interest at a fixed rate of 12%, maturing in 2010	$	200,000,000		$	200,000,000
Bureau of Indian Affairs (“BIA”), unsecured notes payable with payments of $27,100 per month, including interest at 8.5%, maturing in 2011		560,554			418,563
Capital Equipment Loans with Key Equipment, Five (5) year term, 7.65% interest		2,519,922			726,953
Xerox (3) year term,		240,080			181,753

Total		203,320,556			201,327,269
Less current portion		(202,924,922	)		(201,149,867	)

Long-term portion	$	395,634		$	177,402

~~Long~~The maturities of long-term debt atas ~~September 30,~~of ~~2009 and December~~March 31, ~~2009~~2010 isare ~~summarized~~ as follows:

	September 30, 2009			December 31, 2009
2010	$	200,900,497
Senior Notes, bearing interest at a fixed rate of 12%, maturing in 2010	$	200,000,000		$	200,000,000
2011		426,772
Bureau of Indian Affairs, unsecured notes payable with payments of $27,100 per month, including interest at 8.5%, maturing in 2011		560,554			490,628
	$	201,327,269
Capital Equipment Loans with Key Equipment, Five (5) year term, 7.65% interest		2,519,922			1,631,995
Xerox (3) year term,		240,080			211,165
Total		203,320,556			202,333,788
Less current portion		(202,924,922	)		(201,995,343	)
Long-term portion	$	395,634		$	338,445

The maturities of long-term debt as of December 31, 2009 are as follows:

2010	$	201,995,343
2011		338,445
	$	202,333,788

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 (the “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 (the “State”) entered into a Tribal-State Compact (the “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 month and an annual regulatory fee of $100,000 paid in quarterly installments of $25,000 on the first day of each calendar month. As of September 30, 2009 and March 31, 2010, the amount payable to the State was $1,546,113 and $1,150,636, respectively, for regulatory fees.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

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 month and an annual regulatory fee of $100,000 paid in quarterly installments of $25,000 on the first day of each calendar month. As of September 30, 2009 and December 31, 2009, the amount payable to the State was $1,546,113 and $1,162,156, 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 (see Note 10), 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.

On May 1, 2009, the Tribe suspended the 4% matching contribution as a cost saving measure. The total amount of match made by IMG Resort and Casino was $~~214~~215,~~300~~311 for the three months ended March ~~December~~ 31, ~~2008~~2009 and $0 for the three months ended ~~December~~March 31, 2010. The total amount of match made by IMG Resort and Casino was $429,611 for the six months ended March 31, 2009 and $0 for the six months ended March 31, 2010. 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 period ended ~~December~~March 31, ~~2009~~2010.

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 $~~864~~958,~~230~~923 and $~~694~~721,~~197~~698 for the three months ended ~~December~~March 31, ~~2008~~2009 and 2010, respectively. The total amounts reimbursed to the Tribe were approximately $1,823,153 and $1,415,895 for the six months ended March 31, 2009 and 2010, respectively.

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~~are not expected to materially affect the IMG Resort ~~and~~ and Casino’s financial position or the results of its operations.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

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 fees for the three months ended ~~December~~March 31, ~~2008~~2009 and ~~December~~March 3031, ~~2009~~2010 were $0 and $14,919, respectively. Occupancy fees for the six months ended March 31, 2009 were $29,317 and $1429,~~191~~110 ~~respectively~~for the six months ended March 31, 2010.

Employment Agreements

The Board for IMG has discontinued the practice of employment agreements for the Company.

Consulting Agreement and Management Agreement

On January 6, 2010, Inn of the Mountain Gods Resort and Casino (the “Registrant”), a tribal enterprise wholly-owned by the ~~Mescalero Apache~~ Tribe ~~(the “Tribe”)~~, a federally-recognized Indian tribe, along with the Registrant’s tribally-chartered subsidiaries, Casino Apache Travel Center and Ski Apache (collectively, the “Tribal Parties”), entered into a management agreement (the “Management Agreement”) with WG-IMG, LLC (the “Manager”), a Nevada limited liability company. The majority owner of the Manager, William W. Warner, and the Tribe each signed a joinder to the Management Agreement. The Management Agreement became effective following approval by the National Indian Gaming Commission (“NIGC”) in a letter dated January 19, 2010.

The Management Agreement grants the Manager the exclusive right and obligation to manage, operate and maintain the casino and other businesses of the Registrant and its subsidiaries and to train the Tribe in the operation and maintenance thereof during the term of the Management Agreement. ~~The~~ The Manager has a duty to physically maintain the facilities, operate the facilities consistent ~~with~~ with “4-star/4-diamond” hospitality standards, pay bills and expenses, advertise and provide security. The Manager may enter into contracts on behalf of the Registrant or its subsidiaries provided that it receives approval in advance for contracts with a value, or potential exposure, in excess of $50,000 from the management board of the Registrant, as selected by the Tribe (the “Management Board”). The Manager is entitled to receive a management fee for its services under the Management Agreement. This management fee is calculated based on the earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the businesses of the Registrant, but shall be no less than $60,000 per month.

The term of the Management Agreement is five years from the date the NIGC approved the Management Agreement. The Tribal Parties may terminate the Management Agreement if, among other things, the Manager breaches the Management Agreement, including a change of ownership of the Manager. After two years, the Registrant may terminate the Management Agreement by paying the Manager an amount equal to the discounted value of the future fees the Manager was entitled to receive under the Management Agreement. The Manager may terminate the Management Agreement if, among other things, a Tribal Party fails to pay any amount due to the Manager, if a Tribal Party breaches the Management Agreement, or if the Manager does not receive its minimal monthly fee for three consecutive months. The Manager also has the right to terminate the Management Agreement within 60 days of a legally required suspension of gaming operations.

The foregoing description of the Management Agreement is not complete and is subject to and qualified in its entirety by reference to the Management Agreement, a copy of which is attached as Exhibit 33.1 ~~and~~to isthe ~~incorporated~~Company’s ~~herein~~Form by10-Q ~~reference~~filed with the Securities and Exchange Commission on February 16, 2010.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

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 Tribe provides certain shared services which it administers for all of its enterprises. IMG Resort and Casino uses Mescalero Apache Telecommunications for some of its telecommunications related services. IMG Resort and Casino paid Mescalero Apache Telecommunications approximately $3249,~~191~~963 and $4944,~~992~~462 for the three months ended ~~December~~March 31, ~~2008~~2009 and 2010, respectively. IMG Resort and Casino paid Mescalero Apache Telecommunications approximately $99,955 and $76,833 for the six months ended March 31, 2009 and 2010, respectively.

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~~promissory ~~Note~~note dated September 1, 1982, in favor of the Department of Interior, Bureau of Indian Affairs (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~~ 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~~ 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 provides employee benefits to the IMG Resort and Casino, which reimburses the Tribe for all costs and expenses associated with this health and dental insurance. IMG Resort and Casino paid the Tribe $~~864~~958,~~230~~923 and $~~694~~721,~~197~~698 for the three months ended ~~December~~March 31, ~~2008~~2009 and ~~2009~~2010, respectively. The total amounts reimbursed to the Tribe were approximately $1,823,153 and $1,415,895 for the six months ended March 31, 2009 and 2010, respectively.

NOTE 11—INSURANCE RECOVERIES

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. 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 $54.07 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.

For the three months ended December 31, 2009, IMG Resort and Casino has incurred approximately $0 in costs associated with the storm recovery compared to $232,022 for the three months ended December 31, 2008, which includes payroll, supplies and immediate repairs.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

For the three months ended March 31, 2009, IMG Resort and Casino has incurred approximately $28,136 in costs associated with the storm recovery compared to $1,329 for the three months ended March 31, 2010. IMG Resort and Casino has incurred $260,157 in costs associated with the storm recovery for the six months ended March 31, 2009, compared to $1,329 for the six months ended March 31, 2010, which included payroll, supplies and immediate repairs.

On September 4, 2008, IMG Resort and Casino’s insurance carrier agreed to provide at least $1.1 million of coverage for the damage that occurred as a result of the flooding. Additionally, FEMA 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. Any further proceeds will be used to replace damaged equipment, building and land and will be capitalized to property and equipment.

On the morning of 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 ~~IMGRC~~IMG Resort and Casino carries an insurance policy with a $100,000 deductible on all property losses. The actual insured value of the maintenance building is $1,012,492. The contents have an insured value of $62,312. The replacement costs for the damaged building, its contents, other large equipment, and vehicles affected should be adequately insured to cover the replacement costs and/or actual cash value after the deductible is met.

During the quarter ended ~~December~~March 31, ~~2009~~2010 IMG Resort and Casino received $1,~~185~~461,~~023~~658 in insurance reimbursement for the damage that occurred at Ski Apache, which was dispensed to a third party for expenses related to the damage.

NOTE 12 — OPERATING SEGMENTS

The IMG Resort and Casino has four operating segments and a consolidating segment: Gaming at the IMG Resort and Casino, 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. Due to the change in fiscal year, 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.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

SELECTED OPERATING SEGMENT FINANCIAL INFORMATION
(unaudited, in thousands)

	Gaming		Gaming
	IMG		Travel Ctr		Ski			Non Gaming		Non Segment			Consolidated
Three months ended December 31, 2008
Three months ended March 31, 2009
Net Revenue	$	910,~~829~~651	$	67,~~705~~098	$	~~397~~524		$	76,~~638~~583	$	12,~~609~~167		$	2627,~~178~~023
Operating Income (Loss)		68,~~756~~229		5,~~168~~665		65(49	)		~~961~~1,520		(79,~~262~~584	)		5,~~688~~781
Depreciation Expense		—		—		—			—		3,~~024~~101			3,~~024~~101
Interest Expense		—		—		—			—		(6,~~533~~526	)		(6,~~533~~526	)
Interest Income and Other		—		—		—			—		815			815
Three months ended December 31, 2009
Three months ended March 31, 2010
Net Revenue	$	910,~~865~~231	$	6,~~240~~454	$	~~397~~1,029		$	6,~~927~~669	$	25,~~009~~403		$	2529,~~438~~786
Operating Income (Loss)		78,~~691~~081		5,~~062~~281		36367			1,~~126~~254		(97,~~161~~384	)		47,~~754~~599
Depreciation Expense		—		—		—			—		32,~~043~~966			32,~~043~~966
Interest Expense		—		—		—			—		(7,~~738~~563	)		(7,~~738~~563	)
Interest Income and Other		—		—		—			—		1821			1821
Six months ended March 31, 2009
Net Revenue	$	20,217	$	13,803	$	921		$	14,221	$	4,039		$	53,201
Operating Income (Loss)		14,985		10,833		17			2,481		(16,847	)		11,469
Depreciation Expense		—		—		—			—		6,124			6,124
Interest Expense		—		—		—			—		(13,067	)		(13,067	)
Interest Income and Other		—		—		—			—		23			23
Six months ended March 31, 2010
Net Revenue	$	20,096	$	12,693	$	1,426		$	13,596	$	7,412		$	55,223
Operating Income (Loss)		15,771		10,342		403			2,380		(16,543	)		12,353
Depreciation Expense		—		—		—			—		6,009			6,009
Interest Expense		—		—		—			—		(15,303	)		(15,303	)
Interest Income and Other		—		—		—			—		41			41

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. The following consolidating information is presented as of September 30, 2009 and ~~December~~March 31, ~~2009~~ 2010 and for the three months ended ~~December~~March 31, ~~2008~~2009 and ~~2009~~2010.

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES CONSOLIDATING BALANCE SHEET As of ~~December~~March 31, ~~2009~~2010 (unaudited)

				Wholly-owned
	IMGRC			Guarantors			Eliminations			Consolidated
Cash and cash equivalents	$	14,~~890~~176,~~254~~463		$	4,~~757~~404,~~813~~595		$	—		$	68,~~648~~581,~~067~~058
Accounts receivable		~~705~~111,~~349~~921			~~443~~379,~~674~~181			—			1491,~~149,023~~102
Inventories		~~222~~203,~~724~~549			~~680~~598,~~866~~713			—			~~903~~802,~~590~~262
Prepaid expenses		1914,~~342,754~~864			—			—			1914,~~342,754~~864
Total current assets		45,~~161~~406,~~081~~797			5,~~882~~382,~~353~~489			—			10,~~043~~789,~~434~~286
Property, plant and equipment, net		—			~~187~~184,~~394~~756,~~995~~542			—			~~187~~184,~~394~~756,~~995~~542
Other assets		51,000			—			—			51,000
Deferred financing costs		1,~~632~~187,~~727~~438			—			—			1,~~632~~187,~~727~~438
Advances to subsidiaries		118,~~869~~347,~~171~~274			312,~~588~~557,~~793~~969			(1520,~~457~~905,~~964~~243	)		—
Investment in subsidiaries		~~182~~191,~~645~~614,~~696~~872			—			(~~182~~191,~~645~~614,~~696~~872	)		—
Total Assets	$	~~200~~206,~~359~~607,~~675~~381		$	~~196~~202,~~866~~697,~~141~~000		$	(~~198~~212,~~103~~520,~~660~~115	)	$	~~199~~196,~~122~~784,~~156~~266
Accounts payable	$	1,~~837~~103,~~623~~666		$	—		$	—		$	1,~~837~~103,~~623~~666
Accrued expenses		2,~~279~~026,~~821~~368			1,~~620~~571,~~545~~885			—			3,~~900~~598,~~366~~253
Accrued payroll and benefits		12,~~481~~546,~~612~~490			—			—			12,~~481~~546,~~612~~490
Accrued interest		2936,~~621~~700,~~603~~000			—			—			2936,~~621~~700,~~603~~000
Advance deposits		—			~~240~~744,~~101~~406			—			~~240~~744,~~101~~406
Current portion of long-term debt		~~201~~200,~~753~~851,~~752~~629			~~241~~298,~~591~~238			—			201,~~995~~149,~~343~~867
Total current liabilities		~~236~~243,~~974~~228,~~411~~153			2,~~102~~614,~~237~~529			—			~~239~~245,~~076~~842,~~648~~682
Non current liabilities:
Advances from subsidiaries		312,~~588~~557,~~793~~969			118,~~869~~347,~~171~~274			(1520,~~457~~905,~~964~~243	)		—
Long-term debt, net of current portion		8957,~~408~~077			~~249~~120,~~037~~325			—			~~338~~177,~~445~~402
Total liabilities		~~240~~255,~~652~~843,~~612~~199			1411,~~220~~082,~~445~~128			(1520,~~457~~905,~~964~~243	)		~~239~~246,~~415~~020,~~093~~084
Contributed capital		(716,389,062	)		(6,012,897	)		6,012,897			(716,389,062	)
Retained earnings (deficit)		(32,~~903~~846,~~875~~756	)		~~188~~197,~~658~~627,~~593~~769			(~~188~~197,~~658~~627,~~593~~769	)		(32,~~903~~846,~~875~~756	)
Total equity (deficit)		(4049,~~292~~235,~~937~~818	)		~~182~~191,~~645~~614,~~696~~872			(~~182~~191,~~645~~614,~~696~~872	)		(4049,~~292~~235,~~937~~818	)
Total liabilities and equity (deficit)	$	~~200~~206,~~359~~607,~~675~~381		$	~~196~~202,~~866~~697,~~141~~000		$	(~~198~~212,~~103~~520,~~660~~115	)	$	~~199~~196,~~122~~784,~~156~~266

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES CONSOLIDATING STATEMENT OF OPERATIONS For the Three Months Ended ~~December~~March 31, ~~2009~~2010 (unaudited)

				Guarantor
	IMGRC			Subsidiaries			Eliminations			Consolidated
Revenues:
Gaming	$	—		$	16,~~168~~763,~~109~~379		$	—		$	16,~~168~~763,~~109~~379
Hotel		—			2,~~175~~154,~~376~~970			—			2,~~175~~154,~~376~~970
Food and beverage		—			23,~~934~~435,~~841~~498			—			23,~~934~~435,~~841~~498
Recreation and other		—			47,~~398~~631,~~312~~769			—			47,~~398~~631,~~312~~769
Gross revenue		—			2529,~~676~~985,~~638~~616			—			2529,~~676~~985,~~638~~616
Less-promotional allowances		1918,~~643~~631			~~219~~181,~~238~~456			—			~~238~~200,~~881~~087
Net revenue		(1918,~~643~~631	)		2529,~~457~~804,~~400~~160			—			2529,~~437~~785,~~757~~529
Operating expenses
Gaming		—			5,~~373~~428,~~560~~057			—			5,~~373~~428,~~560~~057
Hotel		—			~~781~~867,~~436~~433			—			~~781~~867,~~436~~433
Food and beverage		—			3,~~223~~234,~~781~~404			—			3,~~223~~234,~~781~~404
Recreation and other		—			23,~~548~~033,~~161~~264			—			23,~~548~~033,~~161~~264
Marketing		—			2,~~344~~064,~~236~~170			—			2,~~344~~064,~~236~~170
General and administrative		—			4,~~554~~708,~~801~~278			—			4,~~554~~708,~~801~~278
Depreciation and amortization		—			3,042,632			—			3,042,632
Management fees (Note 9)		165,140			—			—			165,140
Insurance reimbursement (Note 11)		(1,185,023	)		—			—			(1,185,023	)
Depreciation and amortization		—			2,966,036			—			2,966,036
Total operating expenses		(1,185,023	)		21,868,607			—			20,683,584
Storm costs (Note 11)		1,329			—			—			1,329
Operating income		1,165,380			3,588,793			—			4,754,173
Insurance reimbursement (Note 11)		—			(281,635	)		—			(281,635	)
Total operating expenses		166,469			22,020,007			—			22,186,476
Operating income (loss)		(185,100	)		7,784,153			—			7,599,053
Other income (expense)
Interest expense		(7,~~737~~563,~~702~~395	)		—			—			(7,~~737~~563,~~702~~395	)
Income from subsidiaries		37,~~588~~784,~~793~~153			—			(37,~~588~~784,~~793~~153	)		—
Other income		1721,~~646~~461			—			—			1721,~~646~~461
Total other expense		(4,131,263	)		—			(3,588,793	)		(7,720,056	)
Total other income (expense)		242,219			—			(7,784,153	)		(7,541,934	)
Net income (loss)	$	(257,~~965,883~~119	)	$	37,~~588~~784,~~793~~153		$	(37,~~588~~784,~~793~~153	)	$	(257,~~965,883~~119	)

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES CONSOLIDATING STATEMENT OF ~~CASH FLOWS~~OPERATIONS For the ~~Three~~Six Months Ended ~~December~~March 31, ~~2009~~2010 (unaudited)

				Guarantor
	IMGRC			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Revenues:
Net income (loss)	$	(2,965,883	)	$	3,588,793		$	(3,588,793	)	$	(2,965,883	)
Gaming	$	—		$	32,931,488		$	—		$	32,931,488
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Hotel		—			4,330,345			—			4,330,345
Depreciation and amortization		445,290			3,043,660			—			3,488,950
Food and beverage		—			6,370,339			—			6,370,339
Changes in assets and liabilities:
Recreation and other		—			12,030,081			—			12,030,081
Accounts receivable		(717,654	)		186,064			—			(531,590	)
Gross revenue		—			55,662,253			—			55,662,253
Inventories		1,097			(42,436	)		—			(41,339	)
Less-promotional allowances		38,274			400,694			—			438,968
Prepaid expenses		(20,942	)		—			—			(20,942	)
Net revenue		(38,274	)		55,261,559			—			55,223,285
Accounts payable		415,319			—			—			415,319
Operating expenses
Accrued expenses, payroll and benefits		(1,766,473	)		(262,364	)		—			(2,028,837	)
Gaming		—			10,801,617			—			10,801,617
Accrued interest		7,234,936			—			—			7,234,936
Hotel		—			1,648,869			—			1,648,869
Deposits and advance payments		—			(172,945	)		—			(172,945	)
Food and beverage		—			6,458,185			—			6,458,185
Net cash provided by (used in) operating activities		2,625,690			6,340,772			(3,588,793	)		5,377,669
Recreation and other		—			5,581,425			—			5,581,425
Cash flows from investing activities:
Marketing		—			4,408,407			—			4,408,407
Purchase of property, plant and equipment		—			(1,372,271	)		—			(1,372,271	)
General and administrative		—			9,263,076			—			9,263,076
Investment in subsidiaries		(3,588,793	)		—			3,588,793			—
Management fees (Note 9)		165,140			—			—			165,140
Net cash provided by (used by) investing activities		(3,588,793	)		(1,372,271	)		3,588,793			(1,372,271	)
Depreciation and amortization		—			6,008,669			—			6,008,669
Cash flows from financing activities:
Storm costs (Note 11)		1,329			—			—			1,329
Advances to (from) affiliates		3,797,949			(3,797,949	)		—			—
Insurance reimbursement (Note 11)		—			(1,466,658	)		—			(1,466,658	)
Principal payments on debt		(916,842	)		(69,925	)		—			(986,767	)
Total operating expenses		166,469			42,703,590			—			42,870,059
Distributions to Mescalero Apache Tribe		(2,000,000	)		—			—			(2,000,000	)
Operating income (loss)		(204,743	)		12,557,969			—			12,353,226
Net cash provided by (used in) financing activities		881,107			(3,867,874	)		—			(2,986,767	)
Other income (expense)
Net increase in cash and cash equivalents		(81,996	)		1,100,627			—			1,018,631
Interest expense		(15,303,357	)		—			—			(15,303,357	)
Cash and cash equivalents, beginning of period		1,972,250			3,657,186			—			5,629,436
Income from subsidiaries		12,557,969			—			(12,557,969	)		—
Cash and cash equivalents, end of period	$	1,890,254		$	4,757,813		$	—		$	6,648,067
Other income		41,367			—			—			41,367
Total other expense		(2,704,021	)		—			(12,557,969	)		(15,261,990	)
Net income (loss)	$	(2,908,764	)	$	12,557,969		$	(12,557,969	)	$	(2,908,764	)

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES CONSOLIDATING ~~BALANCE~~STATEMENT ~~SHEETS~~OF CASH FLOWS AsFor ofthe ~~September~~Six Months Ended March 3031, ~~2009~~2010 (unaudited)

				Wholly-owned
				Guarantor
	IMGRC			~~Guarantors~~Subsidiaries			Eliminations			Consolidated
Cash and cash equivalents	$	1,972,250		$	3,657,186		$	—		$	5,629,436
Cash flows from operating activities:
Accounts receivable		(12,305	)		629,738			—			617,433
Net income (loss)	$	(2,908,764	)	$	12,557,969		$	(12,557,969	)	$	(2,908,764	)
Inventories		223,821			638,430			—			862,251
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Prepaid expenses		1,321,812			—			—			1,321,812
Depreciation and amortization		—			6,008,669			—			6,008,669
Total current assets		3,505,578			4,925,354			—			8,430,932
Changes in assets and liabilities:
Property, plant and equipment, net		—			189,066,385			—			189,066,385
Accounts receivable		(124,226	)		250,557			—			126,331
Other assets		51,000			—			—			51,000
Inventories		20,272			39,717			—			59,989
Deferred financing costs		2,078,017			—			—			2,078,017
Prepaid expenses		406,948			—			—			406,948
Advances to subsidiaries		26,423,434			14,345,107			(40,768,541	)		—
Deferred financing costs		890,579			—			—			890,579
Investment in subsidiaries		179,056,903			—			(179,056,903	)		—
Accounts payable		(318,638	)		—			—			(318,638	)
Total Assets	$	211,114,932		$	208,336,846		$	(219,825,444	)	$	199,626,334
Accrued expenses, payroll and benefits		(955,048	)		(311,024	)		—			(1,266,072	)
Accounts payable	$	1,422,304		$	—		$	—		$	1,422,304
Accrued interest		14,313,333			—			—			14,313,333
Accrued expenses		3,586,384			1,882,909			—			5,469,293
Deposits and advance payments		—			331,360			—			331,360
Accrued payroll and benefits		1,941,522			—			—			1,941,522
Net cash provided by (used in) operating activities		11,324,456			18,877,248			(12,557,969	)		17,643,735
Accrued interest		22,386,667			—			—			22,386,667
Cash flows from investing activities:
Advance deposits		—			413,046			—			413,046
Purchase of property, plant and equipment		—			(1,698,826	)		—			(1,698,826	)
Current portion of long-term debt		202,630,139			294,783			—			202,924,922
Investment in subsidiaries		(12,557,969	)		—			12,557,969			—
Total current liabilities		231,967,016			2,590,738			—			234,557,754
Net cash provided by (used by) investing activities		(12,557,969	)		(1,698,826	)		12,557,969			(1,698,826	)
Non current liabilities:
Cash flows from financing activities:
Advances from subsidiaries		14,345,107			26,423,434			(40,768,541	)		—
Advances to (from) affiliates		16,289,022			(16,289,022	)		—			—
Long-term debt, net of current portion		129,863			265,771			—			395,634
Principal payments on debt		(1,851,296	)		(141,991	)		—			(1,993,287	)
Total liabilities		246,441,986			29,279,943			(40,768,541	)		234,953,388
Distributions to Mescalero Apache Tribe		(11,000,000	)		—			—			(11,000,000	)
Contributed capital		(5,389,062	)		(6,012,897	)		6,012,897			(5,389,062	)
Net cash provided by (used in) financing activities		3,437,726			(16,431,013	)		—			(12,993,287	)
Retained earnings (deficit)		(29,937,992	)		185,069,800			(185,069,800	)		(29,937,992	)
Net increase in cash and cash equivalents		2,204,213			747,409			—			2,951,622
Total equity (deficit)		(35,327,054	)		179,056,903			(179,056,903	)		(35,327,054	)
Cash and cash equivalents, beginning of period		1,972,250			3,657,186			—			5,629,436
Total liabilities and equity (deficit)	$	211,114,932		$	208,336,846		$	(219,825,444	)	$	199,626,334
Cash and cash equivalents, end of period	$	4,176,463		$	4,404,595		$	—		$	8,581,058

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES CONSOLIDATING ~~STATEMENT~~BALANCE ~~OF OPERATIONS~~SHEETS ~~For~~As ~~the~~of ~~Three Months Ended December~~September 3130, ~~2008~~2009 (unaudited)

				Guarantor
				Wholly-owned
	IMGRC			~~Subsidiaries~~Guarantors			Eliminations			Consolidated	~~Consolidated~~
Revenues:
Cash and cash equivalents	$	1,972,250		$	3,657,186		$	—			$	5,629,436
Gaming	$	—		$	16,546,046		$	—			$	16,546,046
Accounts receivable		(12,305	)		629,738			—				617,433
Hotel		—			2,600,075			—				2,600,075
Inventories		223,821			638,430			—				862,251
Food and beverage		—			3,201,745			—				3,201,745
Prepaid expenses		1,321,812			—			—				1,321,812
Recreation and other		—			4,002,634			—				4,002,634
Total current assets		3,505,578			4,925,354			—				8,430,932
Gross revenue		—			26,350,500			—				26,350,500
Property, plant and equipment, net		—			189,066,385			—				189,066,385
Less-promotional allowances		12,543			159,968			—				172,511
Other assets		51,000			—			—				51,000
Net revenue		(12,543	)		26,190,532			—				26,177,989
Deferred financing costs		2,078,017			—			—				2,078,017
Operating Expenses
Advances to subsidiaries		26,423,434			14,345,107			(40,768,541	)			—
Gaming		—			6,619,171			—				6,619,171
Investment in subsidiaries		179,056,903			—			(179,056,903	)			—
Hotel		—			1,131,983			—				1,131,983
Total Assets	$	211,114,932		$	208,336,846		$	(219,825,444	)		$	199,626,334
Food and beverage		—			3,556,592			—				3,556,592
Accounts payable	$	1,422,304		$	—		$	—			$	1,422,304
Recreation and other		—			2,627,022			—				2,627,022
Accrued expenses		2,721,179			1,882,909			—				4,604,088
Marketing		—			1,796,111			—				1,796,111
Accrued payroll and benefits		2,806,727			—			—				2,806,727
General and administrative		900,056			4,282,986			—				5,183,042
Accrued interest		22,386,667			—			—				22,386,667
Depreciation and amortization		—			3,023,656			—				3,023,656
Advance deposits		—			413,046			—				413,046
Insurance reimbursement on storm loss (Note 11)		—			(3,677,047	)		—				(3,677,047	)
Current portion of long-term debt		202,630,139			294,783			—				202,924,922
Storm costs (Note 11)		—			232,022			—				232,022
Total current liabilities		231,967,016			2,590,738			—				234,557,754
Loss on disposal of assets		—			(2,563	)		—				(2,563	)
Non current liabilities:
Total operating expenses		900,056			19,589,933			—				20,489,989
Advances from subsidiaries		14,345,107			26,423,434			(40,768,541	)			—
Operating income (loss)		(912,599	)		6,600,599			—				5,688,000
Long-term debt, net of current portion		129,863			265,771			—				395,634
Other income (expense)
Total liabilities		246,441,986			29,279,943			(40,768,541	)			234,953,388
Interest expense, net		(6,533,294	)		—			—				(6,533,294	)
Contributed capital		(5,389,062	)		(6,012,897	)		6,012,897				(5,389,062	)
Income from subsidiaries		6,600,599			—			(6,600,599	)			—
Retained earnings (deficit)		(29,937,992	)		185,069,800			(185,069,800	)			(29,937,992	)
Other income		303			—			—				303
Total equity (deficit)		(35,327,054	)		179,056,903			(179,056,903	)			(35,327,054	)
Total other income (expense)		67,608			—			(6,600,599	)			(6,532,991	)
Total liabilities and equity (deficit)	$	211,114,932		$	208,336,846		$	(219,825,444	)		$	199,626,334
Net income (loss)	$	(844,991	)	$	6,600,599		$	(6,600,599	)		$	(844,991	)

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES CONSOLIDATING STATEMENT OF ~~CASH FLOWS~~OPERATIONS For the Three Months Ended ~~December~~March 31, ~~2008~~2009 (unaudited)

				Guarantor
	IMGRC			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Revenues:
Net income (loss)	$	(844,991	)	$	6,600,599		$	(6,600,599	)	$	(844,991	)
Gaming	$	—		$	17,610,289		$	—		$	17,610,289
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Hotel		—			2,636,886			—			2,636,886
Depreciation and amortization		406,311			2,677,173			—			3,083,484
Food and beverage		—			2,509,197			—			2,509,197
Changes in assets and liabilities:
Recreation and other		—			4,483,343			—			4,483,343
Accounts receivable		2,567			339,290			—			341,857
Gross revenue		—			27,239,715			—			27,239,715
Tribal accounts receivable		143,910			—			—			143,910
Less-promotional allowances		6,939			210,075			—			217,014
Inventories		3,928			127,155			—			131,083
Net revenue		(6,939	)		27,029,640			—			27,022,701
Prepaid expenses		160,905			—			—			160,905
Operating expenses
Insurance reimbursement		(2,777,047	)		—			—			(2,777,047	)
Gaming		—			5,810,229			—			5,810,229
Other long term assets		(43,110	)		38,950			—			(4,160	)
Hotel		—			1,011,829			—			1,011,829
Accounts payable		803,927			—			—			803,927
Food and beverage		—			2,603,021			—			2,603,021
Accrued expenses, payroll and benefits		2,537,988			(444,354	)		—			2,093,634
Recreation and other		—			2,665,792			—			2,665,792
Accrued interest payable		(6,000,000	)		—			—			(6,000,000	)
Marketing		—			2,134,579			—			2,134,579
Deposits and advance payments		—			(126,331	)		—			(126,331	)
General and administrative		—			4,382,827			—			4,382,827
Net cash provided by (used in) operating activities		(5,605,612	)		9,212,482			(6,600,599	)		(2,993,729	)
Depreciation and amortization		—			3,100,684			—			3,100,684
Cash flows from investing activities:
Insurance reimbursement on storm loss		(495,637	)		—			—			(495,637	)
Purchase of property, plant and equipment		—			(5,741,923	)		—			(5,741,923	)
Storm costs		28,136			—			—			28,136
Investment in subsidiaries		(6,600,599	)		—			6,600,599			—
Total operating expenses		(467,501	)		21,708,961			—			21,241,460
Net cash used by investing activities		(6,600,599	)		(5,741,923	)		6,600,599			(5,741,923	)
Operating income		460,562			5,320,679			—			5,781,241
Cash flows from financing activities:
Other income (expense)
Advances to (from) affiliates		12,218,320			(12,218,320	)		—			—
Interest expense		(6,526,194	)		—			—			(6,526,194	)
Principal payments on debt		(9,577,136	)		8,667,148			—			(909,988	)
Income from subsidiaries		5,320,679			—			(5,320,679	)		—
Distributions to Mescalero Apache Tribe		(2,001,000	)		—			—			(2,001,000	)
Other income		14,972			—			—			14,972
Net cash provided by (used in) financing activities		640,184			(3,551,171	)		—			(2,910,988	)
Total other expense		(1,190,543	)		—			(5,320,679	)		(6,511,222	)
Net increase (decrease) in cash and cash equivalents		(11,566,027	)		(80,612	)		—			(11,646,640	)
Net income (loss)	$	(729,981	)	$	5,320,679		$	(5,320,679	)	$	(729,981	)
Cash and cash equivalents, beginning of period		12,782,806			4,129,443			—			16,912,249
Cash and cash equivalents, end of period	$	1,216,779		$	4,048,831		$	—		$	5,265,609

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Six Months Ended March 31, 2009
(unaudited)


				Guarantor
	IMGRC			Subsidiaries		Eliminations			Consolidated
Revenues:
Gaming	$	—		$	34,156,335	$	—		$	34,156,335
Hotel		—			5,236,961		—			5,236,961
Food and beverage		—			5,710,942		—			5,710,942
Recreation and other		—			8,485,977		—			8,485,977

Gross revenue		—			53,590,215		—			53,590,215
Less-promotional allowances		19,482			370,043		—			389,525

Net revenue		(19,482	)		53,220,172		—			53,200,690

Operating expenses
Gaming		—			12,429,400		—			12,429,400
Hotel		—			2,143,812		—			2,143,812
Food and beverage		—			6,159,613		—			6,159,613
Recreation and other		—			5,292,814		—			5,292,814
Marketing		—			3,930,690		—			3,930,690
General and administrative		—			9,565,917		—			9,565,917
Depreciation and amortization		—			6,124,341		—			6,124,341
Insurance reimbursement on storm loss		(4,175,247	)		—		—			(4,175,247	)
Storm costs		260,157			—		—			260,157


Total operating expenses		(3,915,090	)		45,646,587		—			41,731,497


Operating income		(3,895,608	)		7,573,585		—			11,469,193

Other income (expense)
Interest expense		(13,067,292	)		—		—			(13,067,292	)
Income from subsidiaries		7,573,585			—		(7,573,585	)		—
Other income		23,079			—		—			23,079

Total other expense		(5,470,608	)		—		(7,573,585	)		(13,044,213	)


Net income (loss)	$	(1,575,020	)	$	7,573,585	$	(7,573,585	)	$	(1,575,020	)

INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended March 31, 2009
(unaudited)


				Guarantor
	IMGRC			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	(1,575,020	)	$	7,573,585		$	(7,573,585	)	$	(1,575,020	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		—			5,725,887			—			5,725,887
Changes in assets and liabilities:
Accounts receivable		6,720			505,663			—			512,383
Tribal accounts receivable		166,750			—			—			166,750
Inventories		(1,998	)		148,090			—			146,092
Prepaid expenses		470,867			—			—			470,867
Insurance reimbursement		1,100,000			—			—			1,100,000
Other long term assets		(99,110	)		88,950			—			(10,160	)
Deferred financing cost		812,622			—			—			812,622
Accounts payable		(1,868,523	)		—			—			(1,868,523	)
Accrued expenses, payroll and benefits		465,684			(561,965	)		—			(96,281	)
Deposits and advance payments		—			(222,677	)		—			(222,677	)

Net cash provided by (used in) operating activities		(522,008	)		13,257,533			(7,573,585	)		5,161,940


Cash flows from investing activities:
Purchase of property, plant and equipment		—			(6,954,912	)		—			(6,954,912	)
Investment in subsidiaries		(7,573,585	)		—			7,573,585			—

Net cash provided by (used by) investing activities		(7,573,585	)		(6,954,912	)		7,573,585			(6,954,912	)


Cash flows from financing activities:
Advances to (from) affiliates		7,525,305			(7,525,305	)		—			—
Principal payments on debt		(1,764,824	)		(137,808	)		—			(1,902,635	)
Distributions to Mescalero Apache Tribe		(4,002,000	)		—			—			(4,002,000	)

Net cash provided by (used in) financing activities		1,758,481			(7,663,113	)		—			(5,904,632	)


Net increase (decrease) in cash and cash equivalents		(6,337,111	)		(1,360,493	)		—			(7,697,607	)
Cash and cash equivalents, beginning of period		12,782,806			4,129,443			—			16,912,249

Cash and cash equivalents, end of period	$	6,445,695		$	2,768,950		$	—		$	9,214,645

FORWARD—LOOKING STATEMENTS

This Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding our expected financial condition, results of operations, business, strategies and financing plans under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q are forward-looking statements. In addition, in those and other portions of this Form 10-Q, 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-Q 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; and (h) general local, domestic and global economic conditions

You are urged to consider these factors carefully in evaluating the forward-looking statements contained in this Form 10-Q. 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-Q are made only as of the date of this Form 10-Q. We do not intend, and undertake no obligation, to update these forward-looking statements.

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

Reference in this Quarterly report on Form 10-Q (this “Form 10-Q” or this “Report”) to (a) the “Tribe” refers to the Mescalero Apache Tribe, a federally recognized Indian tribe, (b) “IMG Resort and Casino” or” “the Company” refers to Inn of the Mountain Gods Resort and Casino, a business enterprise of the Tribe, (c) “Resort” refers to the Inn of the Mountain Gods Resort and Casino, (d) “Casino Apache” refers to Casino Apache, a business enterprise of the Tribe, (e) the “Inn” refers to Inn of the Mountain Gods, a business enterprise of the Tribe, (f) the “Travel Center” refers to Casino Apache Travel Center, a business enterprise of the Tribe and (g) “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. Reference in this Form 10-Q to “we,” “our,” and “us” refer to IMG Resort and Casino.

On September 3, 2009, the Board of IMG Resort and Casino resolved by unanimous consent to ~~change~~ change the Company’s fiscal year, formerly ending April 30, to a fiscal year ending September 30. ~~This~~ This change in fiscal year makes the Company’s year-end coincide with the Tribe’s fiscal year end. ~~This~~ This quarterly report covers the three month period ended ~~December~~March 31, ~~2009~~2010.

The accompanying consolidated financial statements have been prepared assuming that the ~~Company~~ Company will continue as a going concern, which contemplates the realization of assets and the ~~liquidation~~ 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 and November 15, 2009~~ interest ~~payments~~ payments on its 12% senior ~~Notes~~notes due 2010 (the “Notes”) since November 15, 2008. These non-payments of interest constituted events of default under the Indenture governing the ~~senior~~ Notes. As of September 30, 2009, the Company had negative working capital of $226 million and a total deficit of approximately $35.3 million. As of ~~December~~ March 31, ~~2009~~2010, the Company had negative working capital of approximately $~~229~~235.01 million and a total deficit of approximately $4049.32 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~~have not ~~make~~made the scheduled $12.0 million interest payments on ~~our~~the ~~senior~~ Notes ~~due 2010~~ ~~scheduled~~since toNovember ~~be made on May~~ 15, ~~2009 and November 15, 2009~~2008. Our failure to make the interest payments on or before June 15, 2009 and December 15, 2009 constituted separate events 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 principal~~

2628

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 principal at the rate equal to 1% per annum in excess of the applicable interest rate on the Notes (12%), and to pay interest on overdue installments of interest payable on the Notes at the same rate. The Tribe has engaged financial advisors, and isnegotiations inbetween ~~discussions~~the ~~with~~Mescalero ~~bondholders~~Apache ~~related~~Tribal ~~to restructuring~~Council and holders of the Notes continue. If the Notes are declared immediately due and payable, it would ~~constitute~~ constitute a default under the terms of our furniture and equipment loan and the lenders thereunder ~~could~~ 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.

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

We are undergoing a comprehensive review of our operations to determine ways to improve revenues, reduce operating and non-operating expenses and limit our uses of cash. We expect to realize the benefits of certain of these measures immediately, while the benefit of others will not be realized until future periods. However, we can give no assurance that the expected benefits will be realized in the amount or at the times we anticipate, or at all.

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.

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 borrowings under our Indenture or contributions from the Tribe, which sources of funding cannot be assured.

Overview

We are an unincorporated business enterprise of the Tribe. The Tribe formed IMG Resort and Casino to operate its resort enterprises, comprised of, the Inn, Casino Apache Travel Center and Ski Apache, each of which is an unincorporated Tribal business enterprise wholly-owned by IMG Resort and Casino. The combined activities of these enterprises comprise our operations. Our four primary areas of operation are:

Gaming. Our gaming activities are authorized by the Indian Gaming Regulatory Act of 1988, or (“IGRA”), our gaming compact with the State of New Mexico and a Tribal gaming ordinance. As of ~~December~~March 31, ~~2009~~2010, we had 55,000-square feet of combined gaming space featuring 1,~~280~~259 slot machines and 3734 table games between our facilities at the Resort, opened in March 2005, and Casino Apache Travel Center (the “Travel Center Casino”), opened in May 2003.

Food and Beverage. The Resort features: Wendell’s, a 116-seat casual and fine dining restaurant; Gathering of Nations Buffet, a 260-seat buffet style restaurant; a 72-seat sports bar; an 80-seat night club featuring live entertainment, dancing and DJ music; Wendell’s Lounge, a “piano” lounge featuring an oversized fireplace; and the Apache Summit BBQ, an 88-seat casual restaurant in the golf clubhouse. Casino Apache Travel Center features Smokey B’s, a 130-seat casual dining restaurant and one sports bar. Ski Apache operates one main restaurant and five satellite food and beverage outlets.

Hotel. On March 15, 2005, we opened the Resort which features 273 luxury hotel rooms. The hotel varies between four and eight stories in height, depending upon the location along the hotel corridor, and allows for easy traveling distance to and from the casino and events center. Our over-sized deluxe guest rooms are either 480 square feet or 610 square feet and our suites are 1,200 square feet (with the ability to connect to a 480 square foot deluxe guest room, providing a total of 1,680 square feet in that configuration). In-room amenities include high-speed Internet access, coffee makers, ironing boards and irons, mini-bars, toiletries, free and pay-per-view movies and

2729

other standard and premium channels. All rooms feature a balcony view of Lake Mescalero, Sierra Blanca Mountain or the forest-lined golf course. The hotel also features an indoor swimming pool and fitness center, steam and sauna facilities for both men and women and a family locker area.

Recreation and Other. Our all-season recreational operations include, Ski Apache with 11 ski lifts covering 55 trails over 750 acres and is the second largest in New Mexico, an 18-hole championship golf course, seasonal big-game hunts, a shooting range, horseback riding, boating and fishing. Our ski resort is typically open from Thanksgiving until Easter, while our golf course generally operates from April through November. Our retail outlets include a gift shop, golf and pro shop, ski shop, a 2,500-square foot convenience store, a fuel station with 12 gasoline and eight diesel pumping stations and laundry and shower facilities.

Market Conditions and Outlook. The strength of the economy in our target market is the primary determinant of our customer volume and revenue. Gaming and other leisure activities we offer represent discretionary expenditures and participation in such activities may decline during economic downturns, during which consumers generally earn less disposable income. These and other uncertainties have and could continue to adversely affect our results of operations.

Uncertain economic conditions in our target markets continue to affect our customers’ spending levels. Travel and travel-related expenditures have been particularly affected as businesses and consumers have altered their spending patterns which have led to decreases in visitor volumes and customer spending. In addition, reductions in discretionary consumer spending have resulted in lower spend per visit and lower hotel occupancy rates, which has adversely affected our revenues. We believe we will continue to experience challenges in these areas until the consumer confidence and discretionary spending increases.

During periods of economic difficulty such as the current period, our revenues may decrease while some of our costs remain fixed or even increase, resulting in decreased earnings and cash flow. However, in response to these challenges, we have increasingly focused on managing costs and continue to review all areas of operations for efficiencies. In particular, we have implemented several steps intended to control variable costs to attempt to match expected customer volumes. We continually manage staffing levels for all our operations and have reduced our salaried management positions. In addition, we suspended Company contributions to our 401(k) plan and restructured our benefit plans, rescinded cost of living increases for employees in 2008 and matching 401(k) plan contributions.

Revenue Drivers. Our primary revenue driver is the strength of the economy in our target markets. One of our primary target markets is western Texas and eastern New Mexico, where oil and gas is the predominant industry. As oil and gas prices have decreased in recent periods, we have experienced challenges in attracting customers from these areas.

Our revenues are also impacted by weather and our direct marketing activities. In recent years, snowfall was scarce and ski revenue was depressed during those years. However, we experienced strong snowfall during the winter of 2009-2010, which increased revenue at Ski Apache through increased customer volume and spending. We have also recently implemented several new direct marketing strategies. We believe these efforts have resulted in increased customer volumes in the first quarter of 2010. As we continue to sharpen our understanding of our customer base, we anticipate improved results from our marketing activities.

Expense Drivers. Salaries and employee costs represent our primary expenses. We typically experience our highest customer volumes during the summer and winter months. We monitor our staffing levels and overtime activity on a weekly basis to attempt to match our staffing levels to expected customer volume.

Other significant variable expenses consist of food and beverage and marketing costs. These expenses are driven primarily by fluctuations in customer volume and spend as well as prices in underlying commodities and services. We recently commenced a review of our vendor contracts to attempt to improve pricing, service, and flexibility.

Critical Accounting Policies

The preparation of 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 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-Q. 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~~We ~~Resort and Casino~~ periodically ~~rewards~~reward rooms and other promotions, including Apache Spirit Club points and gift certificates, to ~~its~~our customers. The retail value of these player rebates are recognized by ~~IMG~~us ~~Resort and Casino~~ as a reduction from gross revenue.

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.

Emerging Issues Task Force (“EITF”) FASB ASC 605-50, Revenue Recognition, Customer payments and Incentives (prior authoritative literature: FASB ~~EIFT~~EITF Issue ~~No. 00-14 Emerging Issues Task~~ ~~Force Issue~~ No. 00-14:, Accounting for Certain Sales Incentives )(“FASB ASC 605-50 (FAS Issue No. 00-14)”), 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~~FASB ASC 605-50 (FAS Issue No. 00-14) on April 30, 2001. Our accounting policy related to free or discounted food and beverage and other services already complies with ~~EITF~~FASB ASC 605-50 (FAS Issue No. 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~~our ~~Resorts’~~ gaming ~~operation~~operations, including labor costs for casino-based supply costs, certain (including costs in operating our players’

2830

clubs) and other direct operating costs of the casinos. Food and beverage direct costs are comprised of all costs of ~~the~~our ~~Resorts’~~ food and beverage operations, including labor costs for ~~personnel~~ personnel employed by ~~the~~our ~~Resorts’~~ restaurants and food and beverage, supply costs for all food and beverages served in the casinos or sold in ~~the~~our ~~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 three months, 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 and Refinancing Costs. Debt issuance costs incurred in connection with the issuance of the ~~Resort~~Notes ~~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 $2.1 million as of September 30, 2009 and $1.62 million as of ~~December~~March 31, ~~2009~~2010.

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 FASB ASC 360-10~~-35~~, Property, Plant and Equipment, (prior authoritative literature SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets) (“FASB ASC 360-10 (SFAS No. 144)”), which established the approach to be used in the determination of impairment.

Under the provisions of FASB ASC 360-10~~-35,~~ ~~Property, Plant and Equipment,~~ (~~prior authoritative literature~~ SFAS No. ~~144,~~ ~~Accounting for the Impairment or Disposal of Long-Lived Assets~~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.

Results of Operations

Three months Ended ~~December~~March 31, 2009 Compared to Three months Ended ~~December~~March 31, ~~2008~~2010.

Net Revenues. Net revenues ~~decreased~~increased $02.8 million, or 210%, to $2530.40 million for the three months ended ~~December~~March 31, ~~2009~~2010 from $2627.2 million for the three months ended ~~December~~March 31, ~~2008~~2009 primarily due to a increase ~~decrease~~ in ~~certain~~Recreation ~~areas~~and ofOther ~~our~~revenues ~~business~~and ~~caused~~Food byand aBeverage ~~decline~~revenues inresulting ~~the~~from ~~economy~~an ~~and~~increase ~~leisure~~in ~~and business~~customer ~~travel~~volume ~~discretionary~~and ~~spending~~spend ofat our ~~guests~~Ski Apache recreation facilities. ~~Gaming~~For ~~net~~the ~~revenues~~period ~~decreased~~of ~~$0.4 million from~~January ~~the~~through ~~comparable~~March 2010, ~~prior~~these ~~period;~~increases ~~food~~were ~~and~~due ~~beverage~~to ~~revenues~~an increase ~~decreased~~in ~~$0.3 million,~~natural orsnowfall ~~9%,~~and ~~from the~~our ~~comparable~~ability ~~prior~~to ~~period;~~commence ~~hotel~~operations at ~~revenues~~Ski ~~decreased~~Apache ~~$0.4 million~~earlier ~~from~~compared ato ~~year~~the ~~ago~~previous year. These ~~Recreation and~~increases ~~other~~were ~~revenue~~offset ~~for~~by ~~the~~decreases ~~2009~~in ~~period~~Gaming ~~increased~~revenues ~~$0.4 million,~~and orHotel ~~10%,~~revenues ~~from~~due ~~December 31, 2008.~~to ~~Promotional~~a ~~allowances~~decrease ~~remained~~in ~~flat~~leisure atand ~~$0.2~~business ~~million~~travel ~~for~~and ~~the three~~discretionary spending ~~months~~by ~~ended~~our ~~December 31~~guests, ~~2008~~caused ~~and~~by ~~2009~~the general decline in the economy.

Gaming. Net gaming revenues decreased $0.38 million to $16.28 million for the three months ended ~~December~~March 31, ~~2009~~2010 from $1617.56 million for the three months ended ~~December~~March 31, ~~2008~~2009 due to a decrease in leisure and business travel and discretionary spending by our guests. We believe this is due to the general decline in the economy. Slot revenues decreased to $15.03 million for the three months ended ~~December~~March 31, ~~2009~~2010 from $1516.10 million for the three months ended ~~December~~March 31, ~~2008~~2009 a decrease of $0.17 million. ~~Gross~~Slot ~~slot~~ win per unit, per day ~~was~~ was $~~127~~135 for the three months ended ~~December~~March 31, ~~2009~~2010 compared to $~~114~~129 for the three months ended March ~~December~~ 31, ~~2008~~2009; the weighted average number of machines declined to 1,~~280~~259 for the three months ~~ended~~ ~~December~~ended March 31, ~~2009~~2010 from 1,~~438~~375 for the three months ended ~~December~~ March 31, ~~2008~~2009 due to certain machines becoming obsolete. Table games revenue decreased $0.32 million to $12.70 million for the three months ended ~~December~~March 31, ~~2009~~2010 from $2.02 million for the three months ended ~~December~~March 31, ~~2008~~2009. Daily Net Win per Table for the three months ended ~~December~~March 31, 2010 ~~2009~~ was $~~483~~638 as compared to $~~528~~545 for the same period a year ago, a 913% ~~decrease~~ increase.

Hotel. Hotel revenue for the three months ended ~~December~~March 31, ~~2009~~2010 decreased $0.4 million to $2.2 million from $2.6 million from the three months ended ~~December~~March 31, ~~2008~~2009 due to a decrease in leisure and business travel and discretionary spending by our guests. Occupancy rates averaged 6976%, an increase of 1513%, for the three months ended ~~December~~March 31, ~~2009~~2010, the average daily rate decreased to $~~150~~136, for the three months ended ~~December~~March 31, ~~2009~~2010; as compared to $~~173~~166 for the same period a year ago. Revenue per available room ~~remained~~decreased ~~flat~~to at $103 for the three months ended ~~December~~ March 31, ~~2008~~2010 ~~and~~from $104 for the three months ended March 31, 2009.

29 Food and Beverage. Food and Beverage revenues increased $0.9 million, or 36%, to $3.4 million for the three months ended March 31, 2010 from $2.5 million for the three months ended March 31, 2009 primarily due to an increase in customer volume and spend at our Ski Apache recreation facilities. For the period of January through March 2010, these increases were due to an increase in natural snowfall and our ability to commence operations at Ski Apache earlier compared to the previous year. In addition, Food and Beverage revenues increased as a result of higher customer volumes at IMG Resort and Casino.

~~Food~~Recreation and ~~Beverage~~Other. ~~Food~~Recreation and ~~beverage~~Other revenues ~~decreased~~increased $0.3.1 million, or 969%, to $27.~~9 million~~6 million for the three months ended ~~December~~March 31, ~~2009~~2010 ~~from~~compared to $34.25 million for the three months ended ~~December~~ March 31, ~~2008~~2009 due to aan ~~decrease~~increase in ~~covers~~customer ~~and~~volume ~~decline~~at inour ~~group~~Ski ~~business~~Apache ~~sales~~recreation facilities for the three months ended March 31, 2010, compared to the same period in 2009.

~~Recreation~~Promotional ~~and Other~~Allowances. ~~Recreation~~Promotional ~~and~~Allowances ~~other~~were ~~revenues increased~~ $0.42 million, ~~or 10% to $4.4 million~~ for the three months ended ~~December~~ March 31, ~~2009~~2010 compared to $4.0 .2 million for the three months ended ~~December~~March 31, ~~2008 due to an increase in ski revenue associated with new snow making equipment and an increase in natural snowfall for the~~ 2009~~-2010 ski season~~.

~~Promotional~~Total Operating ~~Allowances~~Expenses. ~~Promotional~~Total ~~allowances~~operating ~~were~~expenses increased $1.0 million to $22.2 million for the three months ended ~~December~~ March 31, ~~2009~~2010 ~~compared~~from to $021.2 million for the three months ended ~~December~~March 31, ~~2008~~2009 due primarily to an increase in costs associated with refinancing the Notes and sales costs due to increases in Recreation and Other revenues, specifically U.S. Forest sales permit fees and Food and Beverage cost of sales at Ski Apache, compared to the same period last year. In addition, for the three months ended March 31, 2009, we received insurance proceeds in the amount of $0.3 million.

~~Total Operating Expenses~~Gaming. ~~Total~~Gaming ~~operating~~ expenses ~~increased~~decreased $0.24 million, toor ~~$20.~~7 ~~million~~%, for the three months ended ~~December~~March 31, 2010 ~~2009~~to $5.4 million from $~~20.~~5.8 million for the three months ended ~~December~~March 31, ~~2008~~ 2009 due to ~~decreases~~a decrease in ~~various~~head ~~divisions~~count, ~~throughout~~wages, ~~the organization~~benefits, assupplies ~~well~~and asregulatory ~~credit~~fees ~~to expense~~ associated with ~~the~~a ~~fire~~decrease ~~damage~~in ~~experienced at Ski Apache~~gaming revenue.

~~Gaming~~Hotel. ~~Gaming~~Hotel expenses decreased $10.21 million, orto ~~19%,~~$0.9 million for the three months ended ~~December~~March 31, ~~2009~~2010 ~~to $5.4 million~~ from $61.60 million for the three months ended ~~December~~ March 31, ~~2008~~2009, ~~due~~resulting tofrom a decrease in ~~head~~cost of ~~count~~sales, salaries, wages, benefits, ~~supplies~~ and ~~regulatory~~supplies ~~fees associated with a decrease in gaming revenue~~expense.

~~Hotel~~Food and Beverage. ~~Hotel~~Food and beverage expenses ~~decreased~~increased $0.36 million, or 23%, to $03.82 million for the three months ended ~~December~~ March 31, ~~2009~~2010 from $12.16 million for the three months ended ~~December~~March 31, 2009 ~~2008,~~due ~~resulting~~to ~~from~~an ~~a decrease~~increase in ~~salaries,~~customer ~~wages,~~volume ~~benefits~~ and ~~supplies~~spend ~~expense. Hotel is running~~ at aour ~~64% profit for~~Ski ~~the~~Apache ~~three~~recreation ~~months ended December 31, 2009 up 8% from the comparable prior 2008 period~~facilities.

~~Food~~Recreation and ~~Beverage~~Other. ~~Food~~Recreation and ~~beverage~~Other ~~expenses~~costs ~~decreased~~increased $0.43 million, or 11%, to $3.~~2 million~~0 million for the three months ended ~~December~~March 31, ~~2009~~2010 from $32.67 million for the three months ended ~~December~~ March 31, ~~2008~~2009 due to aan ~~decrease~~increase in ~~head~~customer ~~count~~volume ~~resulting~~and inspend aat ~~reduction~~our ~~of salaries, wages and benefits,~~Ski asApache ~~well~~recreation ~~as an employee meal cost program~~facilities.

~~Recreation and Other~~Marketing. ~~Recreation~~Marketing ~~and other~~ costs ~~decreased~~remained ~~$0.1 million,~~flat orat ~~4% to~~ $2.51 million for the three months ended ~~December~~March 31, 2010 and 2009 ~~from~~due ~~$2.6 million~~to ~~for~~an ~~the~~increase ~~three~~in ~~months~~direct ~~ended~~marketing ~~December~~costs associated with gaming and hotel offers. 31However, ~~2008~~the ~~due~~increase towas aoffset ~~decrease~~by inmarketing ~~cost~~programs ofthat ~~goods~~were ~~sold~~discontinued in the ~~areas~~first quarter of ~~gas~~2009 ~~and~~as ~~diesel~~a cost saving measure and ~~merchandise~~were reinstated in April 2009.

~~Marketing~~General and Administrative. ~~Marketing~~General ~~costs~~and administrative expenses increased $0.53 million to $24.37 million for the three months ~~ended~~ ~~December~~ended March 31, ~~2009~~2010 from $14.84 million for the three months ended ~~December~~March 31, ~~2008~~2009 due to an increase in ~~direct~~Ski ~~marketing~~licensing costs ~~associated~~which ~~with~~are ~~gaming~~based ~~and~~on ~~hotel~~Recreation ~~offers.~~and Other ~~Marketing~~revenues ~~programs~~increases, ~~were discontinued~~increases in ~~the~~bond ~~first~~financing ~~quarter~~costs ofand savings ~~2008~~resulting asfrom a ~~cost~~decrease ~~saving~~in ~~measure~~salaries, ~~and~~wages, ~~were~~benefits ~~reinstated in March~~and ~~2009~~supplies expense.

~~General~~Management ~~and Administrative~~Fees. ~~General~~Since January ~~and~~20, ~~administrative~~2010, ~~expenses~~following ~~decreased~~approval ~~$0.6 million,~~by orthe National Indian ~~12%,~~Gaming toCommission ~~$4.6 million~~of ~~for~~our ~~the~~management ~~three~~agreement ~~months~~with ~~ended~~Warner ~~December 31~~Gaming, ~~2009~~these ~~from~~expenses $5include management fees paid under our management agreement.~~2 million~~ These expenses were $165,140 for the three months ended ~~December~~ March 31, ~~2008~~2010. Before ~~due~~January to20, a2010 ~~decrease~~fees inpaid under ~~salaries,~~our ~~wages,~~management ~~benefits~~agreement ~~and~~with ~~outside~~Warner ~~services, offset~~Gaming bywere ~~legal~~accounted ~~and~~for as consulting fees ~~related~~in General toAdministrative ~~the bond restructuring~~Expenses.

Depreciation. Depreciation ~~remained~~decreased ~~flat~~$0.1 million atto $3.0 million for the three months ended ~~December~~ March 31, ~~2009~~2010 ~~and~~from ~~2008~~$3.1 million for the three months ended March 31, 2009 due to ~~fully~~our ~~depreciated~~property and equipment assets being fully depreciated.

~~Storm~~Insurance Reimbursement. ~~Costs~~Insurance reimbursements in the first three months of calendar 2009 reflected a recovery of approximately $0.3 ~~Storm~~million, ~~costs~~compared ~~were~~to $0.3 million for the three months ended ~~December~~ March 31, 2010. ~~2009~~In late July 2008, the remnants of Hurricane Dolly brought torrential rain and ~~$232~~caused significant flash flood damage at Ski Apache and the Inn of the Mountain Gods Championship Golf Course,~~022~~ damaging buildings, land, and equipment. 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 $4.7 million of coverage for the ~~three~~damage ~~months~~that ~~ended~~occurred ~~December 31~~as a result of the flooding. Additionally, ~~2008~~FEMA had deemed the area a Federal Disaster area and has assured financial assistance of at least the deductible on our insurance policy.

~~Income~~Storm ~~from Operations~~Costs. ~~Income~~Storm ~~from~~costs ~~operations~~were ~~decreased~~ $~~0.9 million~~1,329 ~~or 16%, to $4.8 million~~ for the three months ended ~~December~~March 31, ~~2009~~2010 ~~from~~and $~~5.7 million~~28,136 for the three months ended ~~December~~ March 31, ~~2008 due to an insurance recovery of $3~~2009.~~6 million in 2008.~~

30 Income from Operations. Income from operations increased $1.8 million, or 31%, to $7.6 million for the three months ended March 31, 2010 from $5.8 million for the three months ended March 31, 2009.

Other Income (Expenses). Other non-operating expenses were $7.75 million for the three months ended ~~December~~March 31, ~~2009~~2010 and $6.5 million for the three months ended ~~December~~March 31, ~~2008~~2009. Other income (expenses) is comprised primarily of interest income and interest expense along with other expenses.

Six months Ended March 31, 2009 Compared to Six months Ended March 31, 2010.

Net Revenues. Net revenues increased $2.0 million, or 4%, to $55.2 million for the six months ended March 31, 2010 from $53.2 million for the six months ended March 31, 2009 due primarily to an increase in Recreation and Other revenues and Food and Beverage revenues resulting from an increase in customer volume and spend at our Ski Apache recreation facilities. For the six months ended March 31, 2010, these increases were due to an increase in natural snowfall and our ability to commence operations at Ski Apache earlier compared to the previous year. These increases were offset by decreases in Gaming revenues and Hotel revenues due to a decrease in leisure and business travel and discretionary spending by our guests, caused by the general decline in the economy.

Gaming. Net gaming revenues decreased $1.3 million to $32.9 million for the six months ended March 31, 2010 from $34.2 million for the six months ended March 31, 2009 due to a decrease in leisure and business travel and discretionary spending by our guests. We believe this is due to the general decline in the economy. Slot revenues decreased to $30.3 million for the six months ended March 31, 2010 from $31.1 million for the six months ended March 31, 2009 a decrease of $0.8 million. Slot win per unit, per day was $131 for the six months ended March 31, 2010 compared to $122 for the six months ended March 31, 2009; the weighted average number of machines declined to 1,269 for the six months ended March 31, 2010 from 1,406 for the six months ended March 31, 2009 due to certain machines becoming obsolete. Table games revenue decreased $0.6 million to $3.6 million for the six months ended March 31, 2010 from $4.2 million for the six months ended March 31, 2009. Daily Net Win per Table for the six months ended March 31, 2010 was $556 as compared to $537 for the same period a year ago, a 4% decrease.

Hotel. Hotel revenue for the six months ended March 31, 2010 decreased $0.9 million to $4.3 million from $5.2 million from the six months ended March 31, 2009 due to a decrease in leisure and business travel and discretionary spending by our guests. Occupancy rates averaged 72%, an increase of 18%, for the six months ended March 31, 2010, the average daily rate decreased to $143, for the six months ended March 31, 2010; as compared to $169 for the same period a year ago. Revenue per available room decreased to $103 for the six months ended March 31, 2010 from $104 for the six months ended March 31, 2009.

Food and Beverage. Food and Beverage revenues increased $0.7 million, or 12%, to $6.4 million for the six months ended March 31, 2010 from $5.7 million for the six months ended March 31, 2009 primarily due to an increase in customer volume and spend at our Ski Apache recreation facilities. For the six months ended March 31, 2010, these increases were due to an increase in natural snowfall and our ability to commence operations at Ski Apache earlier compared to the previous year. In addition, Food and Beverage revenues increased as a result of higher customer volumes at IMG Resort and Casino.

Recreation and Other. Recreation and Other revenues increased $3.5 million, or 41% to $12.0 million for the six months ended March 31, 2010 compared to $8.5 million for the six months ended March 31, 2009 due to an increase in customer volume at our Ski Apache recreation facilities for the six months ended March 31, 2010, compared to the six months ended March 31, 2009.

Promotional Allowances. Promotional Allowances remained flat at $0.4 million for the six months ended March 31, 2010 and 2009.

Total Operating Expenses. Total operating expenses increased $1.2 million to $42.9 million for the six months ended March 31, 2010 from $41.7 million for the six months ended March 31, 2009 due primarily to an increase in costs associated with refinancing the Notes and sales costs due to increases in Recreation and Other revenues, specifically U.S. Forest sales permit fees and Food and Beverage cost of sales at Ski Apache, compared to the prior comparable period. In addition, for the six months ended March 31, 2009, we received insurance proceeds in the amount of $1.5 million.

Gaming. Gaming expenses decreased $1.6 million, or 13%, for the six months ended March 31, 2010 to $10.8 million from $12.4 million for the six months ended March 31, 2009 due to a decrease in head count, wages, benefits, supplies and regulatory fees associated with a decrease in gaming revenue.

Hotel. Hotel expenses decreased $0.4 million to $1.7 million for the six months ended March 31, 2010 from $2.1 million for the six months ended March 31, 2009, resulting from a decrease in cost of sales, salaries, wages, benefits and other expense.

Food and Beverage. Food and beverage expenses increased $0.3 million, or 5%, to $6.5 million for the six months ended March 31, 2010 from $6.2 million for the six months ended March 31, 2009 due to an increase in customer volume and spend at our Ski Apache recreation facilities.

Recreation and Other. Recreation and Other costs increased $0.3 million, or 6% to $5.6 million for the six months ended March 31, 2010 from $5.3 million for the six months ended March 31, 2009 due to an increase in customer volume and spend at our Ski Apache recreation facilities.

Marketing. Marketing costs increased $0.5 million to $4.4 million for the six months ended March 31, 2010 from $3.9 million for the six months ended March 31, 2009 due to an increase in direct marketing costs associated with gaming and hotel offers. However, the increase was offset by marketing programs that were discontinued in the first quarter of 2009 as a cost saving measure and were reinstated in April 2009.

General and Administrative. General and administrative expenses decreased $0.3 million to $9.3 million for the six months ended March 31, 2010 from $9.6 million for the six months ended March 31, 2009 due to decreases in salaries, wages, benefits and outside services, offset by an increase in legal and consulting fees related to the bond restructuring negotiations.

Management Fees. Since January 20, 2010, following approval by the National Indian Gaming Commission of our management agreement with Warner Gaming, these expenses include management fees paid under our management agreement. These expenses were $165,140 for the three months ended March 31, 2010. Before January 20, 2010 fees paid under our management agreement with Warner Gaming were accounted for as consulting fees in General Administrative Expenses.

Insurance Reimbursement. Insurance reimbursements in the six months ended March 31, 2009 reflected a recovery of approximately $4.2 million, compared to $1.5 million for the six months ended March 31, 2010. 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. 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 $4.7 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.

Depreciation. Depreciation decreased $0.1 million to $6.0 million for the six months ended March 31, 2010 from $6.1 million for the quarter ended March 31, 2009 due to our property and equipment assets being fully depreciated.

Storm Costs. Storm costs were $1,329 for the six months ended March 31, 2010 and $260,157 for the six months ended March 31, 2009.

Income from Operations. Income from operations increased $0.9 million, or 10%, to $12.4 million for the six months ended March 31, 2010 from $11.5 million for the six months ended March 31, 2009.

Other Income (Expenses). Other non-operating expenses were $15.3 million for the six months ended March 31, 2010 and $13.0 million for the six months ended March 31, 2009. Other income (expenses) is comprised primarily of interest income and interest expense along with other expenses.

Liquidity and Capital Resources

As of September 30, 2009 and ~~December~~March 31, ~~2009~~2010, we had cash and cash equivalents of $5.6 million and $68.6 million, respectively. Our principal source of liquidity for the ~~three~~six months ended ~~December~~ March 31, ~~2009~~2010 was cash provided by operating activities of $517.36 million primarily due to not making the November 15, 2009 $12.0 million required interest payment as well as the increase in ~~operating~~ operating income due to cost savings ~~measurement~~measures and new marketing strategies to ~~slow~~improve ~~the growth of declining~~ revenues.

Cash used in investing activities for the ~~three~~six months ended ~~December~~March 31, ~~2009~~2010 was $1.4 7 million which consisted of capital expenditures in the form of purchases of gaming equipment, non-gaming equipment and the re-building of the maintenance building destroyed in a fire.

~~Cash used in financing activities for the three months ended December 31, 2009 was $3.0~~34 ~~million, which primarily consisted of $2.0 million in distributions to the Tribe and $1.0 million in principal payments on our capital equipment loan.~~

Cash used in financing activities for the six months ended March 31, 2010 was $13.0 million, which primarily consisted of $11.0 million in distributions to the Tribe and $2.0 million in principal payments on our capital equipment loan.

Our ability to fund our operations, make planned capital expenditures, and make scheduled payments depends on our ability to refinance our long-term debt, as well as 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.

We currently have outstanding $200.0 million aggregate principal amount of 12% Senior Notes due 2010 ~~(the “Senior Notes”)~~. We ~~did~~have not ~~make~~made the scheduled $12.0 million interest payments on ~~our senior~~the Notes since ~~due~~November ~~2010 scheduled to be made on May~~ 15, ~~2009 and November 15, 2009~~2008.

Additionally, our ability to incur additional indebtedness is limited under the terms of the Indenture governing the ~~Senior~~ 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.

Description of Indebtedness

The Senior 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 ~~December~~March 31, ~~2009~~2010 accrued interest payable on the ~~Senior~~ Notes was $2936.67 million.

The Senior 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 ~~Senior~~ 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 ~~Senior~~ Notes.

We ~~did~~have not ~~make~~made the scheduled $12.0 million interest payments on ~~our~~the ~~senior~~ Notes ~~due~~since ~~2010 scheduled~~November ~~to be made on May~~ 15, ~~2009 and November 15, 2009~~2008. Our failure to make the interest payments on or before June 15, 2009 and December 15, 2009 constituted separate events of default under the Indenture governing the ~~senior~~ Notes and the trustee or holders of at least 25% of the ~~outstanding~~ outstanding principal amount of the Notes could declare all of the Notes immediately due and payable.

~~Table~~ The Tribe has engaged financial advisors, and negotiations between the Mescalero Apache Tribal Council and holders of ~~Contents~~the Notes continue. 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 and may enforce their rights to the collateral securing the loan, which would have a material adverse effect on our business. Due to the events of default, the Notes have been classified as current in the accompanying consolidated balance sheet.

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 ~~December~~March 31, ~~2009~~ 2010, there iswas approximately $0.54 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 March ~~December~~ 31, ~~2009~~2010, approximately $10.67 million remains outstanding.

As discussed above, we ~~did~~have not ~~make~~made the scheduled $12.0 million interest payments on ~~our senior~~the Notes since ~~due~~November ~~2010 scheduled to be made on May~~ 15, ~~2009 and November 15, 2009~~2008. If ~~our~~the ~~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.

Pursuant to the Indenture, we are obligated to pay penalty interest on overdue principal at the rate equal to 1% per annum in excess of the applicable interest rate on the Notes (12%), and to pay interest on overdue installments of interest payable on the Notes at the same rate. As of December 31, 2009 the interest accrued as a result was $1,335,000.

The Tribe has engaged financial advisors, and is in discussions with bondholders related to restructuring the 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 and may enforce their rights to the collateral securing the loan, which would have a material adverse effect on our business. Due to the events of default, the Notes have been classified as current in the accompanying consolidated balance sheet.

Credit Rating

On August 14, 2009, Moody’s Investor Service lowered IMG Resort and Casino probability of default rating to ‘Ca/LD’ from ‘Ca’. The ‘Ca/LD’ probability of default rating recognizes a payment default under the $200 million 12% Senior Notes due November 2010. The last rating action by Moody’s Investor Service was on March 20, 2009, at which time they lowered IMG Resort and Casino’s rating from ‘Caa2’ to ‘Ca’.

On May 18, 2009, Standard and Poor’s Ratings Services lowered its issuer credit rating for IMG Resort and Casino to ‘D’ from ‘CCC’. Asand ~~well as~~ lowered ~~the~~its issue-level rating on IMG Resort and Casino’s $200 million 12% ~~senior~~Senior ~~unsecured~~ Notes due November 15, 2010 to ‘D’ from ‘CCC”. The rationale behind the decrease in the ratings was due to IMG Resort and Casino not making its ~~$12 million~~ interest payment onunder ~~its~~the ~~senior~~Notes ~~note~~ scheduled for May 15, 2009, as described above.

Off-Balance Sheet Arrangements

As of ~~December~~March 31, ~~2009~~2010, we ~~have~~had 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.~~

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 periods ended ~~December~~March 31, ~~2008~~2010 or 2009, 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.

Item 3. 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. As of ~~December~~March 31, ~~2009~~2010, we we had no variable rate debt outstanding.

As of ~~December~~March 31, ~~2009~~2010, we held no derivative instruments.

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures.

Our Chief Executive Officer and 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.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) that occurred during the period covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

See “Notes to Consolidated Financial Statements (unaudited) — Note 9 — Commitments and Contingencies — Legal Matters”.

Item 1A. Risk Factors.

There were no material changes during the three months ended ~~December~~March 31, ~~2009~~2010 to our risk factors disclosed in our Annual Report on Form 10-QT for the year ended September 30, 2009.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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

Not applicable.

Item 5. Other Information.

On November 9, 2009, the Mescalero Apache Tribe (the “Tribe”) elected Mark Chino to serve as President of the Tribe and Sandra Platero to serve as Vice President of the Tribe, Kenny Blazer, Pamela Cordova, Gregory Mendez and Randy Bell to serve as Members of the Tribal Council, effective as of January 8, 2010None. ~~Peter D. Kazhe was appointed to serve on the Tribal council and as of~~ January 25, 2010 was approved by the Tribal council. As a result of the elections and the appointment all will serve as members of the Inn of the Mountain Gods Resort and Casino’s (the “Company”) Management Board (the “Board”). As a result of Mr. Chino’s election as the President of the Tribe he will also serve as the Chairman of the Board and Chief Executive Officer of the Company. Mr. Chino will serve in these positions for a minimum of two years.

~~Listed below are member of the IMG Resort and Casino’s management.~~37

Chair President Mark R. Chino Vice Chair Vice President Sandra Platero Secretary Greg Mendez Treasurer Frederick Chino, Sr. Member Hazel Botella-Spottedbird Member Pamela Cordova Member Oliver Enjady Member Randy Bell Member Kenny Blazer Member Peter D. Kazhe Member Manuel Lujan, Jr. Member Miles Ledgerwood Member Liz Foster-Anderson, COO Member Ben Martinez, CFO

Mark Chino was elected President of the Mescalero Apache Tribe on November 3, 2009. President Chino was inaugurated and began his term on January 8, 2010. The President received his Bachelor of Sciences from New Mexico State University. President Chino held various law enforcement positions with the Bureau of Indian Affairs before retiring in 2004. He was previously elected and served two continuous terms as President of the Mescalero Apache Tribe, from 2004 to 2008.

President Chino holds no outside directorships. As President of the Tribe, he will serve as the Chief Executive Officer (CEO) for the Inn of the Mountain Gods Resort and Casino. President Chino served as CEO during his past terms as President of the Tribe. The President was elected to a two (2) year term which will expire in January of

2012. President Chino is 55 years of age.

For the three months ended December 31, 2009 IMG Resort and Casino made distributions to the Tribe of $2.0 million. Since December 31, 2009, IMG Resort and Casino has made distributions to the Tribe of $4.0 million. The accumulated reserve is $17.0 million as of February 16, 2010. These funds are being held in a bank account and have not been expended.

Item 6. Exhibits.

Exhibit No.		Description
10.1		Amended and Restated Management Agreement among the Inn of the Mountain Gods Resort and Casino, Casino Apache Travel Center, Ski Apache and WG-IMG, LLC dated as of January 6, 2010. Approved by NIGC January 19, 2010.
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

	INN OF THE MOUNTAIN GODS RESORT AND CASINO
Date: February 16, 2010	By	/s/ Liz Foster Anderson
Date: May 25, 2010	By	/s/ Elizabeth Foster-Anderson
		Name:	~~Liz~~Elizabeth Foster -Anderson
		Its:	Chief Operating Officer (Principal Executive Officer)

Date: February 16, 2010	By	/s/ Ben Martinez
Date: May 25, 2010	By	/s/ Ben Martinez
		Name:	Ben Martinez
		Its:	Chief Financial Officer (Principal Financial Officer)

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INDEX TO EXHIBITS

Exhibit No.		Description
10.1		Amended and Restated Management Agreement among the Inn of the Mountain Gods Resort and Casino, Casino Apache Travel Center, Ski Apache and WG-IMG, LLC dated as of January 6, 2010. Approved by NIGC January 19, 2010.
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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