##### Table of Contents



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 JULY 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 Commission file number 333-113140
 INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
  Not Applicable
(State or other jurisdiction 
of incorporation or organization)
    
    75-3158926
(I.R.S. Employer
Identification Number)287 Carrizo Canyon Road 
Mescalero, New Mexico
(Address of principal executive offices)
    
    88340
(Zip Code)
 (505) 464-7000
 þ o
 o o þ
 o þ




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##### 



INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
 FORM 10-Q
 FOR THE QUARTER ENDED JULY 31, 2007
 INDEX
 PagesPART I. FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements:
    
    
    1Consolidated Balance Sheets as of April 30, 2007 and July 31, 2007 (unaudited)
    
    
    1Consolidated Statements of Operations for the Three Month Periods Ended July 31, 2006
(unaudited) and July 31, 2007 (unaudited)
    
    
    2Consolidated Statements of Cash Flows for the Three Month Periods Ended July 31, 2006
(unaudited) and July 31, 2007 (unaudited)
    
    
    3Notes to Consolidated Financial Statements (unaudited)
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    27Signatures
    
    
    29Exhibit 10.7Exhibit 31.1Exhibit 31.2Exhibit 32.1
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##### Table of Contents



PART I FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 
 INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 As of April 30,
    
    
    As of July 31,2007
    
    
    2007 (unaudited)Current AssetsCash and cash equivalents
    
    $
    16,929,630
    
    
    $
    13,137,608Accounts receivable, net of allowance for doubtful accounts
    
    
    539,368
    
    
    
    826,428Inventories
    
    
    766,658
    
    
    
    1,013,931Prepaid expenses and other assets
    
    
    594,478
    
    
    
    839,060Total current assets
    
    
    18,830,134
    
    
    
    15,817,027Non-Current AssetsProperty plant and equipment
    
    
    298,091,568
    
    
    
    298,472,422Accumulated Depreciation
    
    
    (87,565,430
    )
    
    
    (91,530,025
    )Property plant and equipment, net
    
    
    210,526,138
    
    
    
    206,942,397Other Assets
    
    
    112,500
    
    
    
    275,075Deferred financing costs
    
    
    6,070,653
    
    
    
    5,664,342Total Assets
    
    $
    235,539,425
    
    
    $
    228,698,841Liabilities and EquityCurrent LiabilitiesAccounts Payable
    
    $
    1,461,913
    
    
    $
    2,133,780Accrued expenses
    
    
    3,966,057
    
    
    
    3,615,323Accrued payroll and benefits
    
    
    2,218,879
    
    
    
    2,167,553Accrued interest
    
    
    11,200,000
    
    
    
    5,200,000Advanced deposits
    
    
    438,659
    
    
    
    1,203,043Current portion of long-term debt
    
    
    3,659,278
    
    
    
    3,785,225Total current liabilities
    
    
    22,944,786
    
    
    
    18,104,924Non-Current LiabilitiesLong-term debt, net of current portion
    
    
    208,174,124
    
    
    
    207,315,301Total liabilities
    
    
    231,118,910
    
    
    
    225,420,225Commitments and contingencies (note 9)EquityContributed Capital
    
    
    29,652,939
    
    
    
    27,651,938Accumulated deficit
    
    
    (25,232,424
    )
    
    
    (24,373,322
    )Total equity
    
    
    4,420,515
    
    
    
    3,278,616Total liabilities and equity
    
    $
    235,539,425
    
    
    $
    228,698,841
  1




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INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 Three Months Ended
    
    
    Three Months EndedJuly 31, 2006
    
    
    July 31, 2007Revenues:Gaming
    
    $
    20,702,932
    
    
    $
    22,000,709Hotel
    
    
    3,689,635
    
    
    
    4,121,358Food and Beverage
    
    
    3,449,483
    
    
    
    4,009,257Recreation and other
    
    
    4,673,607
    
    
    
    4,378,966Gross Revenue
    
    
    32,515,657
    
    
    
    34,510,290Less-Promotional Allowances
    
    
    334,465
    
    
    
    681,608Net Revenue
    
    
    32,181,192
    
    
    
    33,828,682Operating Expenses
Gaming
    
    
    7,513,149
    
    
    
    7,353,458Hotel expenses
    
    
    1,353,643
    
    
    
    1,226,922Food and beverage
    
    
    3,884,503
    
    
    
    3,881,886Recreation and other
    
    
    3,856,184
    
    
    
    3,749,389Marketing
    
    
    2,530,973
    
    
    
    2,211,712General and administrative
    
    
    1,559,366
    
    
    
    2,249,936Health Insurance  Medical
    
    
    530,986
    
    
    
    549,849Mescalero Apache 401K
    
    
    
    
    
    
    221,286Mescalero Apache Telecom
    
    
    64,536
    
    
    
    51,002Tribal Regulatory Fees
    
    
    600,000
    
    
    
    600,000Depreciation
    
    
    4,511,099
    
    
    
    4,235,364Loss on disposal of assets
    
    
    7,439
    
    
    
    63,847Total Operating Expenses
    
    
    26,411,878
    
    
    
    26,394,651Operating Income
    
    
    5,769,314
    
    
    
    7,434,031Other Income (Expense)Interest Income
    
    
    81,998
    
    
    
    47,942Interest Expense
    
    
    (6,688,173
    )
    
    
    (6,622,871
    )Other income (expense)
    
    
    (582
    )
    
    
    Total Other Income (expense)
    
    
    (6,606,757
    )
    
    
    (6,574,929
    )Net Income (Loss)
    
    $
    (837,443
    )
    
    $
    859,102
  2




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INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Three Months Ended
    
    
    Three Months EndedJuly 31, 2006
    
    
    July 31, 2007Cash flows from operating activitiesNet income (loss)
    
    $
    (837,443
    )
    
    $
    859,102Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation and amortization
    
    
    5,191,638
    
    
    
    4,641,675Changes in assets and liabilities:Loss on disposal of assets
    
    
    7,439
    
    
    
    63,847Accounts receivable, net of allowance
    
    
    (288,197
    )
    
    
    (287,060
    )Inventories
    
    
    111,913
    
    
    
    (247,273
    )Prepaid expenses
    
    
    (368,821
    )
    
    
    (244,582
    )Other long-term assets
    
    
    (7,997
    )
    
    
    (162,575
    )Accounts payable
    
    
    (636,364
    )
    
    
    671,867Accrued expenses, payroll and benefits
    
    
    1,187,496
    
    
    
    (402,060
    )Accrued interest payable
    
    
    (6,000,000
    )
    
    
    (6,000,000
    )Deposits and advance payments
    
    
    
    
    
    
    764,384Net cash used in operating activities
    
    
    (1,640,336
    )
    
    
    (342,675
    )Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    (40,781
    )
    
    
    (426,050
    )Net cash used in investing activities
    
    
    (40,781
    )
    
    
    (426,050
    )Cash flows from financing activities:Restricted cash for construction payments and interest reserve
    
    
    (55,997
    )
    
    
    Principal (payments) on long-term debt, net
    
    
    (816,267
    )
    
    
    (1,022,296
    )Distributions to Mescalero Apache Tribe
    
    
    (1,244,847
    )
    
    
    (2,001,001
    )Net cash used in financing activities
    
    
    (2,117,111
    )
    
    
    (3,023,297
    )Net decrease in cash and cash equivalents
    
    
    (3,798,228
    )
    
    
    (3,792,022
    )Cash and cash equivalents, beginning of period
    
    
    16,768,372
    
    
    
    16,929,630Cash and cash equivalents, end of period
    
    $
    12,970,144
    
    
    $
    13,137,608Supplemental cash flow information:Cash paid for interest
    
    $
    12,688,173
    
    
    $
    12,216,560Non-cash investing and financing activities:Property, plant and equipment acquired through capital lease
    
    $
    983,940
    
    
    $
    289,420
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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
 Reporting Entity and Operations
 IMG Resort and Casino Tribe Resort Casino Apache Enterprise Travel Center Travel Center Casino Ski Apache Ski Apache Resort Inn Inn Hotel
 Inn of the Mountain Gods Casino IGRA
 SEC
 Principles of Consolidation
  Reclassifications
  Use of Estimates
  4




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##### Table of Contents



Cash and Cash Equivalents
  Accounts Receivable
  Inventories
  Property, Plant and Equipment
   Non-gaming equipment, furniture and other
    
    3  15 yearsGaming equipment
    
    5  7 yearsLeasehold and land improvements, lake and golf course
    
    5  30 yearsBuildings, lifts and snowmaking equipment
    
    10  39 years
 Deferred Financing Costs
  Impairment of Long Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets SFAS 144
 Fair Value of Financial Instruments
  Contributed Capital
 5




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Revenues
   Promotional Allowances
   EITF Accounting for Certain Sales Incentives Accounting for Points and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and
Offers for Preproducts, or Services to be delivered in the futur
  Quarter Ended July. 31,2006
    
    
    2007Rooms
    
    $
    182,733
    
    
    $
    122,543Food and beverage
    
    
    162,857
    
    
    
    242,670Other
    
    
    2,730
    
    
    
    14,225$
    348,320
    
    
    $
    379,438
 Marketing
  Tribal Taxes
  6




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Classification of Departmental Costs
  Income Taxes
  New Accounting Pronouncements
 Fair Value
Measurements
  NOTE 2ALLOWANCE FOR DOUBTFUL ACCOUNTS
  7




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NOTE 3INVENTORIES
  April 30, 2007
    
    
    July 31, 2007Food and beverage
    
    $
    260,503
    
    
    $
    288,829Golf and pro shop
    
    
    74,760
    
    
    
    182,702Gift shops, fuel and other
    
    
    431,395
    
    
    
    542,400Inventories
    
    $
    766,658
    
    
    $
    1,013,931
 NOTE 4PROPERTY, PLANT AND EQUIPMENT, NET
  April 30, 2007
    
    
    July 31, 2007Land
    
    $
    538,894
    
    
    $
    538,894Buildings,
    
    
    209,507,247
    
    
    
    209,507,247Lifts and Snowmaking equipment
    
    
    8,421,750
    
    
    
    8,421,750Non-gaming equipment, furniture and other
    
    
    50,659,100
    
    
    
    50,950,184Gaming equipment
    
    
    20,864,152
    
    
    
    20,818,956Leasehold and land improvements, lake and golf course
    
    
    8,072,925
    
    
    
    8,072,925Subtotal
    
    $
    298,064,068
    
    
    $
    298,309,956Less accumulated depreciation and amortization
    
    
    (87,565,430
    )
    
    
    (91,530,025
    )Property, plant and equipment, net
    
    
    210,498,638
    
    
    
    206,779,931Construction in progress (CIP)
    
    
    27,500
    
    
    
    162,466Net Property, plant and equipment
    
    $
    210,526,138
    
    
    $
    206,942,397
 NOTE 5LONG-TERM DEBT
 Notes
    8




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April 30, 2007
    
    
    July 31, 2007Senior Notes, bearing interest at a fixed rate of 12%, maturing in 2010
    
    $
    200,000,000
    
    
    $
    200,000,000Bureau of Indian Affairs, unsecured notes payable with payments of $27,100
per month, including interest at 8.5%, maturing in 2011
    
    
    1,163,568
    
    
    
    1,106,611Capital Equipment Loans with Key Equipment. Five (5) year term, 7.65% interest
    
    
    10,283,169
    
    
    
    9,544,875Short-Term Notes, up to 8% imputed interest
    
    
    386,665
    
    
    
    449,040211,833,402
    
    
    
    211,100,526Less current portion
    
    
    (3,659,278
    )
    
    
    (3,785,225
    )Long-term portion
    
    $
    208,174,124
    
    
    $
    207,315,301
  2008
    
    
    2,9272009
    
    
    3,5342010
    
    
    203,8172011
    
    
    7222012
    
    
    101$
    211,101
  NOTE 6GAMING REVENUE SHARING AND REGULATORY FEES
 Commission
 9




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NOTE 7  PENSION PLAN
   NOTE 8RISK MANAGEMENT
    10




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##### Table of Contents



NOTE 9  COMMITMENTS AND CONTINGENCIES
 Legal Matters
  Occupancy Fee
  Construction Agreement
  Employment Agreements
   Aircraft Air Charter Agreement
   NOTE 10RELATED-PARTY TRANSACTIONS
 11




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Shared Services and Cost Allocations
  Employee Benefits Cost Allocations
   NOTE 11OPERATING SEGMENTS
    12




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##### Table of Contents



SELECTED OPERATING SEGMENT FINANCIAL INFORMATION
 $(000s)IMG
    
    Travel Ctr
    
    Ski
    
    Non Gaming
    
    Non Segment
    
    ConsolidatedThree Months ended:July 31, 2007Net Revenue
    
    $
    13,509
    
    
    $
    8,441
    
    
    $
    14
    
    
    $
    12,153
    
    
    $
    (288
    )
    
    $
    33,829Operating Income (Loss)
    
    
    10,593
    
    
    
    6,779
    
    
    
    (112
    )
    
    
    3,480
    
    
    
    (13,306
    )
    
    
    7,434Depreciation Expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,235
    
    
    
    4,235Interest Expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,434
    )
    
    
    (7,434
    )Interest Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48
    
    
    
    48July 31, 2006Net Revenue
    
    $
    12,567
    
    
    $
    8,143
    
    
    $
    3
    
    
    $
    11,814
    
    
    $
    (346
    )
    
    $
    32,181Operating Income (Loss)
    
    
    9,371
    
    
    
    6,524
    
    
    
    (787
    )
    
    
    2,712
    
    
    
    (12,051
    )
    
    
    5,769Depreciation Expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    193
    
    
    
    4,318
    
    
    
    4,511Interest Expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,688
    )
    
    
    (6,688
    )Interest Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82
    
    
    
    82
 NOTE 12CONSOLIDATING INFORMATION
 wholly-owned Guarantors
   13




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INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
As of July 31, 2007
(unaudited)
 GuarantorIMGRC
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash and cash equivalents
    
    $
    8,204,427
    
    
    $
    4,933,181
    
    
    $
    
    
    
    $
    13,137,608Accounts receivable
    
    
    4,230
    
    
    
    822,198
    
    
    
    
    
    
    
    826,428Inventories
    
    
    293,931
    
    
    
    720,000
    
    
    
    
    
    
    
    1,013,931Prepaid expenses
    
    
    839,060
    
    
    
    
    
    
    
    
    
    
    
    839,060Total current assets
    
    
    9,341,648
    
    
    
    6,475,379
    
    
    
    
    
    
    
    15,817,027Fixed Assets
    
    
    
    
    
    
    298,472,422
    
    
    
    
    
    
    
    298,472,422Depreciation
    
    
    
    
    
    
    (91,530,025
    )
    
    
    
    
    
    
    (91,530,025
    )Net fixed assets
    
    
    
    
    
    
    206,942,397
    
    
    
    
    
    
    
    206,942,397Non-Current AssetsOther Assets
    
    
    100,000
    
    
    
    175,075
    
    
    
    
    
    
    
    275,075Deferred financing costs
    
    
    5,664,342
    
    
    
    
    
    
    
    
    
    
    
    5,664,342Advances to Subsidiaries
    
    
    93,759,358
    
    
    
    9,009,539
    
    
    
    (102,768,897
    )
    
    
    Investment in Subsidiaries
    
    
    125,613,752
    
    
    
    
    
    
    
    (125,613,752
    )
    
    
    Total Assets
    
    $
    234,479,100
    
    
    $
    222,602,390
    
    
    $
    (228,382,649
    )
    
    $
    228,698,841Accounts Payable and other short term liabilities
    
    $
    2,133,780
    
    
    $
    
    
    
    $
    
    
    
    $
    2,133,780Accrued expenses
    
    
    2,695,698
    
    
    
    919,625
    
    
    
    
    
    
    
    3,615,323Accrued payroll
    
    
    2,167,553
    
    
    
    
    
    
    
    
    
    
    
    2,167,553Accrued interest
    
    
    5,200,000
    
    
    
    
    
    
    
    
    
    
    
    5,200,000Advanced deposits
    
    
    
    
    
    
    1,203,043
    
    
    
    
    
    
    
    1,203,043Current portion of long-term debt
    
    
    3,547,283
    
    
    
    237,942
    
    
    
    
    
    
    
    3,785,225Total current liabilities
    
    
    15,744,314
    
    
    
    2,360,610
    
    
    
    
    
    
    
    18,104,924Non-Current LiabilitiesAdvances from subsidiaries
    
    
    9,009,539
    
    
    
    93,759,358
    
    
    
    (102,768,897
    )
    
    
    Long-term debt, net of current portion
    
    
    206,446,631
    
    
    
    868,670
    
    
    
    
    
    
    
    207,315,301Total liabilities
    
    
    231,200,484
    
    
    
    96,988,638
    
    
    
    (102,768,897
    )
    
    
    225,420,225Contributed Capital
    
    
    27,651,938
    
    
    
    (6,012,897
    )
    
    
    6,012,897
    
    
    
    27,651,938Retained earnings (deficit)
    
    
    (24,373,322
    )
    
    
    131,626,649
    
    
    
    (131,626,649
    )
    
    
    (24,373,322
    )Total equity
    
    
    3,278,616
    
    
    
    125,613,752
    
    
    
    (125,613,752
    )
    
    
    3,278,616Total liabilities and equity
    
    $
    234,479,100
    
    
    $
    222,602,390
    
    
    $
    (228,382,649
    )
    
    $
    228,698,841
 14




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INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Quarter Ended July 31, 2007
(Unaudited)
 GuarantorIMGRC
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenues:Gaming
    
    $
    
    
    
    $
    22,000,709
    
    
    $
    
    
    
    $
    22,000,709Hotel
    
    
    
    
    
    
    4,121,358
    
    
    
    
    
    
    
    4,121,358Food and Beverage
    
    
    
    
    
    
    4,009,257
    
    
    
    
    
    
    
    4,009,257Recreation and other
    
    
    
    
    
    
    4,378,966
    
    
    
    
    
    
    
    4,378,966Gross Revenue
    
    
    
    
    
    
    34,510,290
    
    
    
    
    
    
    
    34,510,290Less-Promotional Allowances
    
    
    295
    
    
    
    681,313
    
    
    
    
    
    
    
    681,608Net Revenue
    
    
    (295
    )
    
    
    33,828,977
    
    
    
    
    
    
    
    33,828,682Operating ExpensesGaming
    
    
    
    
    
    
    7,353,458
    
    
    
    
    
    
    
    7,353,458Hotel expenses
    
    
    
    
    
    
    1,226,922
    
    
    
    
    
    
    
    1,226,922Food and beverage
    
    
    
    
    
    
    3,881,886
    
    
    
    
    
    
    
    3,881,886Recreation and other
    
    
    
    
    
    
    3,749,389
    
    
    
    
    
    
    
    3,749,389Marketing
    
    
    
    
    
    
    2,211,712
    
    
    
    
    
    
    
    2,211,712General and administrative
    
    
    1,511,366
    
    
    
    738,570
    
    
    
    
    
    
    
    2,249,936Health Insurance  Medical
    
    
    
    
    
    
    549,849
    
    
    
    
    
    
    
    549,849401K
    
    
    
    
    
    
    221,286
    
    
    
    
    
    
    
    221,286Mescalero Apache Telecom
    
    
    
    
    
    
    51,002
    
    
    
    
    
    
    
    51,002Tribal Regulatory Fees
    
    
    
    
    
    
    600,000
    
    
    
    
    
    
    
    600,000Depreciation and amortization
    
    
    
    
    
    
    4,235,364
    
    
    
    
    
    
    
    4,235,364Loss on disposal of assets
    
    
    63,847
    
    
    
    
    
    
    
    
    
    
    
    63,847Total Operating Expenses
    
    
    1,575,213
    
    
    
    24,819,438
    
    
    
    
    
    
    
    26,394,651Operating Income (Loss)
    
    
    (1,575,508
    )
    
    
    9,009,539
    
    
    
    
    
    
    
    7,434,031Other Income (Expense)Interest Income
    
    
    47,942
    
    
    
    
    
    
    
    
    
    
    
    47,942Interest Expense
    
    
    (6,622,871
    )
    
    
    
    
    
    
    
    
    
    
    (6,622,871
    )Income from subsidiaries
    
    
    9,009,539
    
    
    
    
    
    
    
    (9,009,539
    )
    
    
    Total Other Income (expense)
    
    
    2,434,610
    
    
    
    
    
    
    
    (9,009,539
    )
    
    
    (6,574,929
    )Net Income
    
    $
    859,102
    
    
    $
    9,009,539
    
    
    $
    (9,009,539
    )
    
    $
    859,102
 15




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##### Table of Contents



INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Quarter Ended July 31, 2007
(unaudited)
 GuarantorIMGRC
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net income
    
    $
    859,102
    
    
    $
    9,009,539
    
    
    $
    (9,009,539
    )
    
    $
    859,102Adjustments to reconcile net income to net cash providedby (used in) operating activities:Depreciation and amortization
    
    
    406,311
    
    
    
    4,235,364
    
    
    
    
    
    
    
    4,641,675Gain (loss) on disposal of equipment
    
    
    
    
    
    
    63,847
    
    
    
    
    
    
    
    63,847Changes in assets and liabilities:Accounts receivable, net of allowance
    
    
    (4,230
    )
    
    
    (282,830
    )
    
    
    
    
    
    
    (287,060
    )Inventories
    
    
    (151,743
    )
    
    
    (95,530
    )
    
    
    
    
    
    
    (247,273
    )Prepaid expenses
    
    
    (244,582
    )
    
    
    
    
    
    
    
    
    
    
    (244,582
    )Other long term assets
    
    
    (50,000
    )
    
    
    (112,575
    )
    
    
    
    
    
    
    (162,575
    )Accounts payable
    
    
    671,867
    
    
    
    
    
    
    
    
    
    
    
    671,867Accrued expenses, payroll and benefits
    
    
    (611,975
    )
    
    
    209,915
    
    
    
    
    
    
    
    (402,060
    )Deposits and advanced payments
    
    
    
    
    
    
    764,384
    
    
    
    
    
    
    
    764,384Interest Payable
    
    
    (6,000,000
    )
    
    
    
    
    
    
    
    
    
    
    (6,00,000
    )Net cash provided by (used in) operating activities
    
    
    (5,125,250
    )
    
    
    13,792,114
    
    
    
    (9,009,539
    )
    
    
    (342,675
    )Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    
    
    
    
    (426,050
    )
    
    
    
    
    
    
    (426,050
    )Investment in subsidiaries
    
    
    (9,009,539
    )
    
    
    
    
    
    
    9,009,539
    
    
    
    Net cash used by investing activities
    
    
    (9,009,539
    )
    
    
    (426,050
    )
    
    
    9,009,539
    
    
    
    (426,050
    )Cash flows from financing activities:Advances to (from) affiliates
    
    
    12,496,846
    
    
    
    (12,496,846
    )
    
    
    
    
    
    
    Principal payments on long-term debt, net
    
    
    (965,340
    )
    
    
    (56,956
    )
    
    
    
    
    
    
    (1,022,296
    )Distributions to Mescalero Apache Tribe
    
    
    (2,001,001
    )
    
    
    
    
    
    
    
    
    
    
    (2,001,001
    )Net cash used by (provided by) financing activities
    
    
    9,530,505
    
    
    
    (12,553,802
    )
    
    
    
    
    
    
    (3,023,297
    )Net (decrease) increase in cash and cash equivalents
    
    
    (4,604,284
    )
    
    
    812,262
    
    
    
    
    
    
    
    (3,792,022
    )Cash and cash equivalents, beginning of period
    
    
    12,808,711
    
    
    
    4,120,919
    
    
    
    
    
    
    
    16,929,630Cash and cash equivalents, end of period
    
    $
    8,204,427
    
    
    $
    4,933,181
    
    
    $
    
    
    
    $
    13,137,608
 16




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##### Table of Contents



INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
As of April 30, 2007
 GuarantorIMGRC
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash and cash equivalents
    
    $
    12,808,711
    
    
    $
    4,120,919
    
    
    $
    
    
    
    $
    16,929,630Accounts receivable
    
    
    
    
    
    
    539,368
    
    
    
    
    
    
    
    539,368Inventories
    
    
    142,188
    
    
    
    624,470
    
    
    
    
    
    
    
    766,658Prepaid expenses
    
    
    594,478
    
    
    
    
    
    
    
    
    
    
    
    594,478Total current assets
    
    
    13,545,377
    
    
    
    5,284,757
    
    
    
    
    
    
    
    18,830,134Fixed Assets
    
    
    
    
    
    
    298,091,568
    
    
    
    
    
    
    
    298,091,568Depreciation
    
    
    
    
    
    
    (87,565,430
    )
    
    
    
    
    
    
    (87,565,430
    )Net fixed assets
    
    
    
    
    
    
    210,526,138
    
    
    
    
    
    
    
    210,526,138Non-Current AssetsOther Assets
    
    
    50,000
    
    
    
    62,500
    
    
    
    
    
    
    
    112,500Deferred financing costs
    
    
    6,070,653
    
    
    
    
    
    
    
    
    
    
    
    6,070,653Advances to Subsidiaries
    
    
    125,272,243
    
    
    
    28,314,998
    
    
    
    (153,587,241
    )
    
    
    Investment in Subsidiaries
    
    
    116,604,213
    
    
    
    
    
    
    
    (116,604,213
    )
    
    
    Total Assets
    
    $
    261,542,486
    
    
    $
    244,188,393
    
    
    $
    (270,191,454
    )
    
    $
    235,539,425Accounts Payable and other short term liabilities
    
    $
    1,461,913
    
    
    $
    
    
    
    $
    
    
    
    $
    1,461,913Accrued expenses, including payroll and benefits
    
    
    5,475,226
    
    
    
    709,710
    
    
    
    
    
    
    
    6,184,936Accrued interest
    
    
    11,200,000
    
    
    
    
    
    
    
    
    
    
    
    11,200,000Advanced deposits
    
    
    
    
    
    
    438,659
    
    
    
    
    
    
    
    438,659Current portion of long-term debt
    
    
    3,426,322
    
    
    
    232,956
    
    
    
    
    
    
    
    3,659,278Total current liabilities
    
    
    21,563,461
    
    
    
    1,381,325
    
    
    
    
    
    
    
    22,944,786Non-Current LiabilitiesAdvances from subsidiaries
    
    
    28,314,998
    
    
    
    125,272,243
    
    
    
    (153,587,241
    )
    
    
    Long-term debt, net of current portion
    
    
    207,243,512
    
    
    
    930,612
    
    
    
    
    
    
    
    208,174,124Total liabilities
    
    
    257,121,971
    
    
    
    127,584,180
    
    
    
    (153,587,241
    )
    
    
    231,118,910Contributed Capital
    
    
    29,652,939
    
    
    
    (6,012,897
    )
    
    
    6,012,897
    
    
    
    29,652,939Retained earnings (deficit)
    
    
    (25,232,424
    )
    
    
    122,617,110
    
    
    
    (122,617,110
    )
    
    
    (25,232,424
    )Total equity
    
    
    4,420,515
    
    
    
    116,604,213
    
    
    
    (116,604,213
    )
    
    
    4,420,515Total liabilities and equity
    
    $
    261,542,486
    
    
    $
    244,188,393
    
    
    $
    (270,191,454
    )
    
    $
    235,539,425
 17




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##### Table of Contents



INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
For the Quarter Ended July 31, 2006
 GuarantorIMGRC
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedRevenues:Gaming
    
    $
    
    
    
    $
    20,702,932
    
    
    $
    
    
    
    $
    20,702,932Hotel
    
    
    
    
    
    
    3,689,635
    
    
    
    
    
    
    
    3,689,635Food and Beverage
    
    
    
    
    
    
    3,449,483
    
    
    
    
    
    
    
    3,449,483Recreation and other
    
    
    12,693
    
    
    
    4,660,914
    
    
    
    
    
    
    
    4,673,607Gross Revenue
    
    
    12,693
    
    
    
    32,502,964
    
    
    
    
    
    
    
    32,515,657Less-Promotional Allowances
    
    
    43
    
    
    
    334,422
    
    
    
    
    
    
    
    334,465Net Revenue
    
    
    12,650
    
    
    
    32,168,542
    
    
    
    
    
    
    
    32,181,192Operating ExpensesGaming
    
    
    75,569
    
    
    
    7,437,580
    
    
    
    
    
    
    
    7,513,149Hotel expenses
    
    
    
    
    
    
    1,353,643
    
    
    
    
    
    
    
    1,353,643Food and beverage
    
    
    
    
    
    
    3,884,503
    
    
    
    
    
    
    
    3,884,503Recreation and other
    
    
    
    
    
    
    3,856,184
    
    
    
    
    
    
    
    3,856,184Marketing
    
    
    
    
    
    
    2,530,973
    
    
    
    
    
    
    
    2,530,973General and administrative
    
    
    612,521
    
    
    
    946,845
    
    
    
    
    
    
    
    1,559,366Health Insurance  Medical
    
    
    
    
    
    
    530,986
    
    
    
    
    
    
    
    530,986Mescalero Apache Telecom
    
    
    
    
    
    
    64,536
    
    
    
    
    
    
    
    64,536Tribal Regulatory Fees
    
    
    
    
    
    
    600,000
    
    
    
    
    
    
    
    600,000Depreciation and amortization
    
    
    
    
    
    
    4,511,099
    
    
    
    
    
    
    
    4,511,099Loss on disposal of assets
    
    
    
    
    
    
    7,439
    
    
    
    
    
    
    
    7,439Total Operating Expenses
    
    
    688,990
    
    
    
    25,723,788
    
    
    
    
    
    
    
    26,411,878Operating Income (Loss)
    
    
    (675,440
    )
    
    
    6,444,754
    
    
    
    
    
    
    
    5,769,314Other Income (Expense)Interest Income
    
    
    81,998
    
    
    
    
    
    
    
    
    
    
    
    81,998Interest Expense
    
    
    (6,688,173
    )
    
    
    
    
    
    
    
    
    
    
    (6,688,173
    )Income from subsidiaries
    
    
    7,389,654
    
    
    
    
    
    
    
    (7,389,654
    )
    
    
    Other income (expense)
    
    
    (582
    )
    
    
    
    
    
    
    
    
    
    
    (582
    )Total Other Income (expense)
    
    
    782,897
    
    
    
    
    
    
    
    (7,389,654
    )
    
    
    (6,606,757
    )Net Income (Loss)
    
    $
    107,457
    
    
    $
    6,444,754
    
    
    $
    (7,389,654
    )
    
    $
    (837,443
    )
 18




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##### Table of Contents



INN OF THE MOUNTAIN GODS RESORT AND CASINO AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Quarter Ended July 31, 2006
 GuarantorIMGRC
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedCash flows from operating activities:Net income
    
    $
    (107,457
    )
    
    $
    6,444,754
    
    
    $
    (7,389,654
    )
    
    $
    (837,443
    )Adjustments to reconcile net income to net cash providedby (used in) operating activities:Depreciation and amortization
    
    
    (406,063
    )
    
    
    5,597,701
    
    
    
    
    
    
    
    5,191,638Loss on disposal fixed assets
    
    
    
    
    
    
    7,439
    
    
    
    
    
    
    
    7,439Changes in assets and liabilities:Accounts receivable, net of allowance
    
    
    (137,314
    )
    
    
    (150,883
    )
    
    
    
    
    
    
    (288,197
    )Inventories
    
    
    
    
    
    
    111,913
    
    
    
    
    
    
    
    111,913Prepaid expenses
    
    
    334,660
    
    
    
    (703,481
    )
    
    
    
    
    
    
    (368,821
    )Other long term assets
    
    
    
    
    
    
    (7,997
    )
    
    
    
    
    
    
    (7,997
    )Accounts payable
    
    
    (636,364
    )
    
    
    
    
    
    
    
    
    
    
    (636,364
    )Accrued expenses, payroll and benefits
    
    
    
    
    
    
    1,187,496
    
    
    
    
    
    
    
    1,187,496Deposits and advance payments
    
    
    (6,000,000
    )
    
    
    
    
    
    
    
    
    
    
    (6,000,000
    )Net cash provided by (used in) operating activities
    
    
    (6,737,624
    )
    
    
    12,486,942
    
    
    
    (7,389,654
    )
    
    
    (1,640,336
    )Cash flows from investing activities:Purchase of property, plant and equipment
    
    
    
    
    
    
    (40,781
    )
    
    
    
    
    
    
    (40,781
    )Investment in subsidiaries
    
    
    930,342
    
    
    
    
    
    
    
    (930,342
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    930,342
    
    
    
    (40,781
    )
    
    
    (930,342
    )
    
    
    (40,781
    )Cash flows from financing activities:Cash restricted for construction payments
    
    
    (55,997
    )
    
    
    
    
    
    
    
    
    
    
    (55,997
    )Advances to (from) affiliates
    
    
    2,688,757
    
    
    
    (11,008,753
    )
    
    
    8,319,996
    
    
    
    Principal payments on long-term debt, net
    
    
    (684,017
    )
    
    
    (132,250
    )
    
    
    
    
    
    
    (816,267
    )Distributions to Mescalero Apache Tribe
    
    
    (1,244,847
    )
    
    
    
    
    
    
    
    
    
    
    (1,244,847
    )Net cash (used in) provided by financing activities
    
    
    703,896
    
    
    
    (11,141,003
    )
    
    
    8,319,996
    
    
    
    (2,117,111
    )Net (decrease) increase in cash and cash equivalents
    
    
    (5,103,386
    )
    
    
    1,305,158
    
    
    
    
    
    
    
    (3,798,228
    )Cash and cash equivalents, beginning of period
    
    
    11,111,229
    
    
    
    5,657,143
    
    
    
    
    
    
    
    16,768,372Cash and cash equivalents, end of period
    
    $
    6,007,843
    
    
    $
    6,962,301
    
    
    $
    
    
    
    $
    12,970,144
 19




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##### Table of Contents



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 refers to Inn of the Mountain Gods Resort and Casino, a business enterprise of the
Tribe, (c) Casino Apache refers to Casino Apache, a business enterprise of the Tribe, (d) the
Inn refers to Inn of the Mountain Gods, a business enterprise of the Tribe, (e) the Travel
Center refers to Casino Apache Travel Center, a business enterprise of the Tribe and (f) Ski
Apache refers to Ski Apache, a business enterprise of the Tribe. Each of Casino Apache, the Inn,
the Travel Center and Ski Apache is a wholly-owned subsidiary of IMG Resort and Casino. Reference
in this Form 10-Q to we, our, and us refer to IMG Resort and Casino.
 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.
 Overview
  Gaming Travel Center Casino
 Food and Beverage
 Rooms
 20




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##### Table of Contents



Recreation and Other
 Critical Accounting Policies
  Revenue Recognition
 Promotional Allowances
  EITF Accounting for Certain Sales Incentives 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 futur
 Classification of Departmental Costs
 21




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##### Table of Contents



Deferred Financing Costs
 Results of Operations
 Quarter Ended July 31, 2007 Compared to Quarter Ended July 31, 2006.
 Net Revenues
 Gaming
 Food and Beverage
 Hotel
 Recreation and Other
 Promotional Allowances
 Total Operating Expenses
 Gaming
 Food and Beverage
 Hotel
 Recreation and Other
 22




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##### Table of Contents



Marketing
 General and Administrative.
 Health Insurance
 Mescalero Apache 401K
 Mescalero Apache Telecom
 Tribal Regulatory Fees
 Depreciation
 Income from Operations
 Other Income (Expenses)
 Liquidity and Capital Resources
       23




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##### Table of Contents



Description of Indebtedness
 The Notes
  
    
    an interest reserve account, which was funded at the time the notes were sold with
approximately $36.4 million, which, together with interest earned thereon, was used to make
the first three (3) interest payments on the notes. As of July 31, 2007, the balance in the
interest reserve account was $0;
    
    a construction disbursement account, which was funded at the time the Notes were sold
with approximately $94.3 million and was used to fund completion of the Resort. As of July
31, 2007, the balance in the construction disbursement account was $0.0;
    
    a construction reserve account, which was funded at the time the Notes were sold
approximately $53.6 million and was to be used to (i) fund contingencies related to the
construction of the Resort and (ii) fund a resolution relating to a disagreement over the
Tribes prior gaming compact. As of July 31, 2007, the balance in the construction reserve
account was $0; and
    
    a construction retainage account. As of July 31, 2007, the balance the construction
retainage accounts was $0.
   Incurrence of Additional Indebtedness
  General Indebtedness
  Credit Facility
  Credit Rating
 24




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##### Table of Contents



Off-Balance Sheet Arrangements
  Regulation and Taxes
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    
 Item 4. Controls and Procedures.
 Disclosure Controls and Procedures
  25




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##### Table of Contents



PART II OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  26




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##### Table of Contents



Item 6. Exhibits.
 Exhibit No.
    
    Description3.1*
    
    Mescalero Apache Tribe Resolutions 03-05, 03-28 and 03-29 establishing and governing the Inn of the
Mountain Gods Resort and Casino adopted and approved April 2, 2003, July 15, 2003 and July 15, 2003,
respectively.3.2*
    
    Charter of the Management Board of Inn of the Mountain Gods Resort and Casino.4.1*
    
    Indenture, dated as of November 3, 2003, among the Mescalero Apache Tribe, Inn of the Mountain Gods
Resort and Casino, Casino Apache, Inn of the Mountain Gods, Casino Apache Travel Center, Ski Apache
and U.S. Bank National Association, as Trustee, relating to the 12% Senior Notes due 2010 of the Inn
of the Mountain Gods Resort and Casino.4.2*
    
    Form of 12% Senior Note Due 2010 of the Inn of the Mountain Gods Resort and Casino.4.3*
    
    Registration Rights Agreement, dated as of November 3, 2003, among the Mescalero Apache Tribe, Inn of
the Mountain Gods Resort and Casino, Casino Apache, Inn of the Mountain Gods, Casino Apache Travel
Center, Ski Apache and Citigroup Global Markets Inc, as the Initial Purchaser.10.1*
    
    Second Amended Design/Build Construction Contract, by and among Inn of the Mountain Gods Resort and
Casino, Centex/WorthGroup, LLC, as Design/Builder, and Rider Hunt Levett & Bailey, as Construction
Manager, dated as of September 6, 2003, and Change Order No. 9 thereto, dated January 24, 2003.10.2*
    
    Cash Collateral and Disbursement Agreement, dated as of November 3, 2003, among Inn of the Mountain
Gods Resort and Casino, Casino Apache, Inn of the Mountain Gods, Casino Apache Travel Center, Ski
Apache, U.S. Bank National Association, as Disbursement Agent, Professional Associates Construction
Services, Inc., as Independent Construction Consultant and U.S. Bank National Association, as Trustee.10.3*
    
    Ski Apache Special Use Permit received from the United States Department of Agriculture, Forest
Service dated April 23, 1985.10.4***
    
    Employment Agreement and amended Exhibit A to Employment Agreement dated November 10, 2006 between the
Mescalero Apache Tribe and Brian Parrish.10.5****
    
    Employment Agreement dated July 25, 2007 between the Mescalero Apache Tribe and Karen Braswell.10.6**
    
    2001 Compact between the Mescalero Apache Tribe and the State of New Mexico, entered into June 1, 2004.10.7
    
    Air Charter Agreement dated
July 10, 2007 between the Mescalero Apache Tribe and Vision Airline, Inc.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.
 
 *
    
    Incorporated by reference to Inn of the Mountain Gods Resort and Casinos Registration Statement on Form S-4 filed with the SEC on
February 27, 2004 (SEC File No. 333-113140).**
    
    Incorporated by reference to Inn of the Mountain Gods Resort and Casinos Annual Report on Form 10-K filed with the SEC on July 29, 2004.***
    
    Incorporated by reference to Inn of the Mountain Gods Resort and Casinos Annual Report on Form 10-K filed with the SEC on July 27, 2007. 27




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##### Table of Contents



****
    
    Incorporated by reference to Inn of the Mountain Gods Resort
and Casinos Current Report on Form 8-K filed with the SEC on September 5,
2007. 28




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##### Table of Contents



SIGNATURES
  INN OF THE MOUNTAIN GODS RESORT AND CASINODate: September 14, 2007
    By
    /s/ Brian D. ParrishName:
    Brian D. ParrishIts:        Chief Operating Officer (Principal Executive Officer)Date: September 14, 2007
    By
    /s/ Pamela GallegosName:
    Pamela GallegosIts:       Interim Chief Financial Officer (Principal Financial Officer) 29




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit No.
    
    Description3.1*
    
    Mescalero Apache Tribe Resolutions 03-05, 03-28 and 03-29 establishing and governing the Inn of the
Mountain Gods Resort and Casino adopted and approved April 2, 2003, July 15, 2003 and July 15, 2003,
respectively.3.2*
    
    Charter of the Management Board of Inn of the Mountain Gods Resort and Casino.4.1*
    
    Indenture, dated as of November 3, 2003, among the Mescalero Apache Tribe, Inn of the Mountain Gods
Resort and Casino, Casino Apache, Inn of the Mountain Gods, Casino Apache Travel Center, Ski Apache
and U.S. Bank National Association, as Trustee, relating to the 12% Senior Notes due 2010 of the Inn
of the Mountain Gods Resort and Casino.4.2*
    
    Form of 12% Senior Note Due 2010 of the Inn of the Mountain Gods Resort and Casino.4.3*
    
    Registration Rights Agreement, dated as of November 3, 2003, among the Mescalero Apache Tribe, Inn of
the Mountain Gods Resort and Casino, Casino Apache, Inn of the Mountain Gods, Casino Apache Travel
Center, Ski Apache and Citigroup Global Markets Inc, as the Initial Purchaser.10.1*
    
    Second Amended Design/Build Construction Contract, by and among Inn of the Mountain Gods Resort and
Casino, Centex/WorthGroup, LLC, as Design/Builder, and Rider Hunt Levett & Bailey, as Construction
Manager, dated as of September 6, 2003, and Change Order No. 9 thereto, dated January 24, 2003.10.2*
    
    Cash Collateral and Disbursement Agreement, dated as of November 3, 2003, among Inn of the Mountain
Gods Resort and Casino, Casino Apache, Inn of the Mountain Gods, Casino Apache Travel Center, Ski
Apache, U.S. Bank National Association, as Disbursement Agent, Professional Associates Construction
Services, Inc., as Independent Construction Consultant and U.S. Bank National Association, as Trustee.10.3*
    
    Ski Apache Special Use Permit received from the United States Department of Agriculture, Forest
Service dated April 23, 1985.10.4***
    
    Employment Agreement and amended Exhibit A to Employment Agreement dated November 10, 2006 between the
Mescalero Apache Tribe and Brian Parrish.10.5****
    
    Employment Agreement dated July 25, 2007 between the Mescalero Apache Tribe and Karen Braswell.10.6**
    
    2001 Compact between the Mescalero Apache Tribe and the State of New Mexico, entered into June 1, 2004.10.7
    
    Air Charter Agreement dated July 10, 2007 between Mescalero Apache Tribe and Vision Airline, Inc.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.
 
 *
    
    Incorporated by reference to Inn of the Mountain Gods Resort and Casinos Registration Statement on Form S-4 filed with the SEC on
February 27, 2004 (SEC File No. 333-113140).**
    
    Incorporated by reference to Inn of the Mountain Gods Resort and Casinos Annual Report on Form 10-K filed with the SEC on July 29, 2004.***
    
    Incorporated by reference to Inn of the Mountain Gods Resort and Casinos Annual Report on Form 10-K filed with the SEC on July 27, 2007. 30




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****
    
    Incorporated by reference to Inn of the Mountain Gods Resort
and Casinos Current Report on Form 8-K filed with the SEC on September 5,
2007. 31