The following discussion and analysis ("MD&A") should be read in conjunction with our Consolidated Financial Statements and Notes thereto contained in Item 8 herein. Management is of the opinion that inflation and changing prices, including foreign exchange fluctuations, will have little, if any, effect on our consolidated financial position or results of our operations.

Our critical accounting policies and estimates involve the use of complicated processes, assumptions, estimates and/or judgments in the preparation of our consolidated financial statements. An accounting estimate is an approximation made by management of a financial statement element, item or account in the consolidated financial statements. Accounting estimates in our historical consolidated financial statements measure the effects of past business transactions or events, or the present status of an asset or liability. The accounting estimates described below require us to make assumptions about matters that are uncertain at the time the estimate is made. Additionally, different estimates that we could have used or changes in an accounting estimate that are reasonably likely to occur could have a material impact on the presentation of our consolidated financial condition or results of operations. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments. These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Our significant accounting policies are discussed in Note 3 to our Consolidated Financial Statements included in Item 8 of this report. We have discussed the development and selection of our critical accounting policies and related disclosures with the Audit Committee of the Board of Directors and have identified the following critical accounting policies for the current fiscal year.

Principles of Consolidation

We consolidate entities when we have the ability to control the operating and financial decisions and policies of that entity and record the portion we do not own as minority interest. The determination of our ability to control or exert significant influence over an entity involves the use of judgment. We apply the equity method of accounting where we can exert significant influence over, but do not control, the policies and decisions of an entity. We use the cost method of accounting where we are unable to exert significant influence over the entity.

Change in Fiscal Year

On April 28, 2008, we changed our fiscal year to end on April 30th rather than the last Sunday in April. We previously ended our fiscal year on the last Sunday in April due to our previous relationship with IC-BH and Isle which used this year end. As a result, fiscal year 2009 began on April 28, 2008 and will end April 30, 2009. We believe this fiscal year creates more comparability to other companies in the casino industry. Fiscal year 2008 commenced on April 29, 2007 and ended on April 27, 2008. There are no factors, seasonal or otherwise, that would impact the comparability of information or trends

Equity Method of Accounting

Our previous investments in IC-BH, American Racing, RCI, Buena Vista Development and Route 66 Sunrise were accounted for using the equity method of accounting because the investment gave us the ability to exercise significant influence, but not control, over the investees. Significant influence is generally deemed to exist where we have an ownership interest in the investee of between 20% and 50%, although other factors such as the degree of ultimate control, representation on the investee's Board of Directors or similar oversight body are considered in determining whether the equity method of accounting is appropriate. We recorded our equity in the income or losses of our investees using the same reporting periods as presented, except we reported our equity in income or losses one month in arrears for RCI and American Racing (which had a calendar fiscal year), and one month in arrears for Buena Vista Development and Sunrise (which had a fiscal year end of March 31). Deferred tax assets or liabilities are recorded for allocated earnings or losses of our equity investments that were not currently reportable or deductible for federal income tax purposes.

We utilized the equity method of accounting for our 51% interest in Route 66 Casinos because the operating activities of the joint venture were controlled by the minority venturer. We were involved in legal proceedings with the minority venturer in Route 66 Casinos in which the minority venturer asserted that the operating agreement governing the venture was void and unenforceable. We assessed whether this circumstance indicated utilization of the cost method of accounting for this investment was appropriate and concluded that the equity method best reflected the underlying nature of our investment. The operating agreement provided that all material decisions of the joint venture were made by the members, including us, on a unanimous basis. We believed the operating agreement to be binding and enforceable on the venture and our joint venture partner and, therefore, we concluded that we had significant influence over the affairs of the venture.

Capitalized Development Costs

We capitalize certain third party legal, professional, and other miscellaneous fees directly related to the procurement, evaluation and establishment of contracts for development projects. Development costs are recorded on the cost basis and are amortized over the estimated economic term of the contract. We review each project on a quarterly basis to assess whether any changes to our estimates are appropriate. If accumulated costs of a specific project exceed the net realizable value of such project or the project is abandoned, the costs are charged to earnings.

We amortize capitalized development costs of Oceans Casino Cruises, Inc. ("SunCruz"), over the contractual two-year term of the management contract. Each month we recognize as expense a percentage of our capitalized development costs determined by dividing actual accrued costs incurred with the procurement of the contract divided over the life of the contract. We believe this method is appropriate because it provides income and expenses over the term of the contract. We receive a monthly management fee from SunCruz as well as reimbursement for any reasonable expenses incurred.

Goodwill and Other Intangibles

In connection with our acquisition of the Colorado Grande casino on April 25, 2005, we have goodwill with an indefinite useful life of $5.5 million. Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" ("SFAS No. 142"), requires that goodwill and intangible assets with indefinite useful lives be tested for impairment annually, or more frequently if an event occurs or circumstances change that may reduce the fair value of our goodwill below its carrying value. We completed an impairment test as required under SFAS No. 142 in the fourth quarter of fiscal year 2009 and determined that the goodwill was not impaired. For properties with goodwill with indefinite lives, this test requires the comparison of the implied fair value of each property to its carrying value. The implied fair value includes estimates of future cash flows that are based on reasonable and supportable assumptions and represent our best estimates of the cash flows expected to result from the use of the assets and their eventual disposition. Changes in estimates or application of alternative assumptions and definitions could produce significantly different results.

Asset and Investment Impairments

We apply the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," and Accounting Principles Board Opinion ("APB") No. 18, "The Equity Method of Accounting for Investments in Common Stock," to account for asset and investment impairments. Under these standards, we evaluate an asset or investment for impairment when events or circumstances indicate that its carrying value may not be recovered. These events include market declines that are believed to be other than temporary, changes in the manner in which we intend to use a long-lived asset, decisions to sell an asset or investment and adverse changes in the legal or business environment such as adverse actions by regulators. When an event occurs, we evaluate the recoverability of our carrying value based on either (i) the long-lived asset's ability to generate future cash flows on an undiscounted basis or (ii) the fair value of our investment in unconsolidated affiliates. If an impairment is indicated or if we decide to exit or sell a long-lived asset or group of assets, we adjust the carrying value of these assets downward, if necessary, to their estimated fair value, less costs to sell. Our fair value estimates are generally based on market data obtained through the sales process or an analysis of expected discounted cash flows. The magnitude of any impairments are impacted by a number of factors, including the nature of the assets to be sold and our established time frame for completing the sales, among other factors. We also reclassify the asset or assets as either held-for-sale or as discontinued operations, depending on, among other criteria, whether we will have any continuing involvement in the cash flows of those assets after they are sold. Based upon this policy, we reduced our investment in Horizon Casino Vicksburg by $1.2 million as of April 30, 2009, and in fiscal year 2008, we reduced our investment in Sunrise Land & Minerals Corporation ("Sunrise") by $100,000, reduced a note receivable and related accrued interest from Big City Capital by $2.3 million and wrote-off $1.9 million of notes receivable, related accrued interest and our equity investment in the La Jolla gaming development project as of April 27, 2008.

Allowance for Doubtful Accounts

We establish provisions for losses on accounts and notes receivable if we determine that we will not collect all or part of the outstanding balance. We regularly review collectibility and establish or adjust our allowance as necessary using the specific identification method. We make advances to Indian tribes and other third parties under executed promissory notes for project costs related to the development of gaming and entertainment properties. Due diligence is conducted by our management with the assistance of legal counsel prior to entering into arrangements with Indian tribes and other third parties to provide financing in connection with their efforts to secure and develop the properties. Repayment terms are largely dependent upon the operating performance of each opportunity for which the funds have been loaned. Interest income is not accrued until it is reasonably assured that the project will be completed and that there will be sufficient profits from the facility to cover the interest to be earned under the respective note. If projected cash flows are not sufficient to recover amounts due, the note is evaluated in accordance with SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," to determine the appropriate discount to be recorded on the note for it to be considered a performing loan. If the note is performing, interest is recorded using the effective interest method based on the value of the discounted note balance. See Note 6 to our Consolidated Financial Statements.

We review on a quarterly basis each of our notes receivable to evaluate whether the collection of such note receivable is still probable. In our analysis, we review the economic feasibility and the current financial, legislative and development status of the project. If our analysis indicates that the project is no longer economically feasible then the note receivable would be written down to its estimated fair value.

Revenue Recognition

We record revenues from management fees, interest on notes receivable and royalties on the accrual basis as earned. The dates on which payments are collected may vary depending upon the term of the contracts or note receivable agreements. Interest income related to notes receivable is recorded when earned and its collectibility is reasonably certain.

The retail value of food and beverage and other services furnished to guests without charge is included in gross revenue and deducted as promotional allowances. Net revenues do not include the retail amount of food, beverage and other items provided gratuitously to customers. The Company records the redemption of coupons and points for cash as a reduction of revenue. These amounts are included in promotional allowances in the accompanying consolidated statements of operations. The estimated cost of providing such complimentary services that is included in casino expense in the accompanying consolidated statements of operations was as follows:

                                                      Fiscal Year Ended
                                             April 30, 2009       April 27, 2008
     Food and beverage                      $        595,499     $        652,705
     Other                                             5,994                8,616
     Total cost of complimentary services   $        601,493     $        661,321

Accrued Jackpot Liability

We accrue jackpot liability as games are played under a matching concept of coin-in.

Income Taxes

Income taxes are accounted for in accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use of an asset and liability approach for financial accounting and reporting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We record current income taxes based on our current taxable income, and we provide for deferred income taxes to reflect estimated future tax payments and receipts. We account for tax credits under the flow-through method, which reduces the provision for income taxes in the year the tax credits first become available. Deferred tax assets are reduced by a valuation allowance when, based on our estimates, it is more likely than not that a portion of those assets will not be realized in a future period. The estimates utilized in recognition of deferred tax assets are subject to revision, either up or down, in future periods based on new facts or circumstances.

Accrued Litigation Liability

We assess our exposure to loss contingencies including legal matters. If the potential loss is justified to be probable and estimable, we will provide for the exposure. If the actual loss from a contingency differs from management's estimate, operating results could be impacted. As of April 30, 2009, we did not record any accrued litigation liability.

Restatement

As discussed in Item 9A, the Company did not maintain effective control over financial reporting as it relates to its tax provision as of April 27, 2008. To mitigate the material weakness, management has engaged a tax expert to assist in preparation and review of the Company's tax provision during 2009. As a result of the new control in place, management identified an error in prior year tax provision; accordingly, the following items in the previously reported consolidated financial statements are restated.

Consolidated Statement of Operations:

                                         Year ended April 27, 2008
                                Originally
                                 Reported         Adjustment     As Restated

Deferred tax benefit           $ (1,885,726 )   $  1,000,000     $   (885,726 )
Net income                       23,707,802       (1,000,000 )     22,707,802
Earnings per share - basic             1.83            (0.08 )           1.75
Earnings per share - diluted           1.83            (0.08 )           1.75

Consolidating Balance Sheet:

                                      April 27, 2008
                       Originally
                        Reported        Adjustment      As Restated

Deferred tax assets   $  1,885,726     $ (1,000,000 )   $    885,726
Retained earnings       29,401,890       (1,000,000 )     28,401,890

All footnotes, where applicable, have been adjusted to confirm to this restatement.

We were formed in 1977 and since 1994, have primarily been a gaming company involved in financing, developing, owning and operating gaming projects. Our gaming facility operations are located in the United States of America ("U.S."), specifically in the states of Colorado and Florida. On April 25, 2005, we acquired the Colorado Grande Casino from IC-BH. Our business strategy will continue to focus on gaming projects but with a greater emphasis on owning and operating gaming establishments. If we are successful, both our future revenues and costs and our profitability can be expected to increase. Our net revenues were $5.9 million, and $6.7 million for fiscal years 2009 and 2008, respectively.

We held investments in various unconsolidated affiliates which were accounted for using the equity method of accounting. Our principal equity method investees were gaming facilities.. As of April 30, 2009, we have no unconsolidated affiliates. Our net ownership interest, investments in and our earnings from unconsolidated affiliates are as follows (see Note 5 to our Consolidated Financial Statements):

                                                                                                                         Earnings (Loss)
                                         Net Ownership Interest                          Investment                     Fiscal Years Ended
                                  April 30,                 April 27,            April 30,         April 27,        April 30,        April 27,
Unconsolidated affiliates:          2009                       2008                2009               2008             2009            2008
                                               (Percent)
Isle of Capri - Black Hawk,
L.L.C. (1)                                   -                          -     $             -     $          -     $          -     $ 4,860,613
American Racing and
Entertainment, L.L.C. (2)                    -                          -                   -                -                -        (840,368 )
Buena Vista Development
Company, L.L.C. (3)                          -                         40                   -          154,969           (7,863 )       (16,200 )
Sunrise Land and Mineral
Corporation (4)                              -                          -                   -                -                -          51,401
Restaurant Connections
International, Inc. (5)                      -                         34                 - -                -                -               -
Total investments in
unconsolidated affiliates                                                     $             -     $    154,969

Total earnings (loss) from
unconsolidated affiliates                                                                                          $     (7,863 )   $ 4,055,446

(1) Separate financial statements for this entity are included herein. On January 27, 2008, we sold our ownership interest in IC-BH to the ISLE.

(2) On June 14, 2007, we sold our ownership interest to two of our partners.

(3) Effective November 25, 2008, we sold our interest for $16 million cash and a $4 million receivable to our partner and related parties.

(4) This asset was sold as of January 8, 2008 to our partner.

(5) Investment in RCI was reduced to zero in fiscal year 2000. This asset was held for sale as of April 27, 2008. We increased our ownership from 34% to 56% effective May 16, 2008. This asset was sold July 31, 2008.

We also hold investments in various development projects that we consolidate. Our net ownership interest and capitalized development costs in development projects are as follows (see Note 5 to the Consolidated Financial Statements):

                                       Net Ownership Interest                Capitalized Development Costs
                                 April 30,              April 27,            April 30,            April 27,
Development Projects:              2009                   2008                 2009                  2008
                                              (Percent)
Gold Mountain Development,
L.L.C. (1)                              100                       100     $     3,437,932       $    3,437,932
NG Washington, LLC (2)                  100                         -             617,071                    -
Nevada Gold Vicksburg, LLC
(3)                                     100                       100                   -            2,191,899
Other (4)                                                                         128,953              215,663
Total investments-
development projects                                                      $     4,183,956       $    5,845,494

(1) Acquisition and development costs incurred for 270 acres of real property in the vicinity of Black Hawk, Colorado.

(2) Refundable deposits and license costs incurred for three mini-casinos in Washington State.

(3) Deposit and acquisition costs related to acquisition of Horizon Casino/Hotel in Vicksburg, Mississippi.

(4) Development costs incurred for other development projects.

The following table sets forth our consolidated results of operations for the fiscal years ended April 30, 2009 and April 27, 2008:

                                                                     Fiscal Years Ended
                                                                April 30,         April 27,
                                                                   2009             2008
                                                                                 (Restated)
Revenues:
Casino                                                         $  5,356,885     $   6,636,652
Food and beverage                                                 1,395,130         1,414,423
Other                                                                49,366           101,203
Management fees                                                     493,382            40,174
Gross revenues                                                    7,294,763         8,192,452
Less promotional allowances                                      (1,426,511 )      (1,459,539 )
Net revenues                                                      5,868,252         6,732,913
Operating expenses:
Casino                                                            1,750,014         1,935,791
Food and beverage                                                   614,779           674,961
Marketing and administrative                                      2,485,881         2,900,887
Facility                                                            362,009           377,608
Corporate expense                                                 4,366,670         5,001,190
Legal expenses                                                      403,694           871,428
Depreciation and amortization                                       627,618           743,783
Write-off of notes receviable related to gaming projects                  -         4,026,893
Impairment of equity investment                                           -           308,350
Write-off of project development cost                             1,215,383                 -
Other                                                               145,018            67,439
Total operating expenses                                         11,971,066        16,908,330
Operating loss                                                   (6,102,814 )     (10,175,417 )
Non-operating income (expenses):
Earnings (loss) from unconsolidated affiliates                       (7,863 )       4,055,446
Gain on sale of equity investees and assets                         403,388        40,715,552
Interest income                                                     975,490         2,007,898
Interest expense                                                 (1,307,296 )      (3,864,552 )
Amortization of loan issue costs                                   (128,266 )        (764,329 )
Loss on extinguishment of debt                                            -          (203,160 )
Income (loss) before income tax expense (benefit)                (6,167,361 )      31,771,438
Income tax expense (benefit)
Current                                                          (2,265,155 )       9,949,362
Deferred and change in valuation allowance                          285,930          (885,726 )
Total income tax expense (benefit)                               (1,979,225 )       9,063,636

Net income (loss)                                              $ (4,188,136 )   $  22,707,802

Per share information:
Net income (loss) per common share - basic                     $      (0.32 )   $        1.75
Net income (loss) per common share - diluted                   $      (0.32 )   $        1.75

Basic weighted average number of shares outstanding              12,939,130        12,939,130
Diluted weighted average number of shares outstanding            12,939,130        12,945,151

Comparison of Fiscal Years Ended April 30, 2009 and April 27, 2008

Net revenues. Net revenues for fiscal year 2009 decreased 12.8%, or $ .9 million, to $5.9 million compared to fiscal year 2008. Net casino revenues from Colorado decreased $1.3 million due to Colorado implementing a smoking ban effective January 1, 2008, the addition of a new casino in our market as of June, 2008, and the general economic downturn. In November, 2008, a bet limit initiative which allows $100 gaming limits, craps, roulette and 24 hour gaming was passed by Colorado voters followed by Cripple Creek voters on December 16, 2008. The approval of the bet limit initiative by local voters required the Colorado regulatory agencies to write rules and regulations pertaining to the changes. As a result, implementation of the bet limit initiative did not occur until July 2, 2009. The reduction in Colorado was offset by an increase in management fees of $.5 million compared to the prior year.

Total operating expenses. Total operating expenses for fiscal year 2009 decreased 29.2%, or $5.0 million, to $12.0 million compared to fiscal year 2008. Operating expenses, excluding write-offs and impairments, decreased $1.8 million due to our continued efforts to reduce staffing and expenses. Operating expenses at our Colorado Grande Casino decreased $0.7 million, or 11.5%, due to our continued efforts to reduce staffing, marketing, and other expenses due to . . .