SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarter Ended ~~June~~September 30, 2009 Commission File Number 001-13855

ILX RESORTS INCORPORATED

(Debtor and Debtor-In-Possession as of March 2, 2009)

(Exact name of registrant as specified in its charter)

ARIZONA		86-0564171
(State or other jurisdiction of		(IRS Employer Identification Number)
incorporation or organization)

2111 East Highland Avenue, Suite 200, Phoenix, Arizona 85016

(Address of principal executive offices)

Registrant's telephone number, including area code 602-957-2777

_____________________________________________

Former name, former address, and former fiscal year, if changed since last report.

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 x 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).~~Yes x No~~ o

Yes x 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.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company. o Yes x o No x

Indicate the number of shares outstanding of each of the Registrant’s classes of stock, as of the latest practicable date.

Class		Outstanding at ~~June~~September 30, 2009
Common Stock, without par value		3,635,877 shares

ITEM 1. FINANCIAL STATEMENTS

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-In-Possession as of March 2, 2009)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 31,			~~June~~September 30,
	2008			2009
ASSETS
Cash and cash equivalents	$	2,145,601		$	1,~~401~~553,~~188~~187
Notes receivable, net of allowance for uncollectible notes of $2,766,951 and $3,281,053, respectively		19,297,008			18,867,863
Notes receivable, net of allowance for uncollectible notes
Resort property held for Vacation Ownership Interest sales		23,997,073			23,137,630
of $2,766,951 and $3,492,672, respectively		19,297,008			18,945,057
Resort property held for Vacation Ownership Interest sales		23,997,073			22,782,762
Resort property under development		1,269,445			1,274,613
Land held for sale		586,681			~~595~~596,~~295~~765
Property and equipment, net		21,007,739			20,~~472~~283,~~571~~437
Income tax receivable		31,892			31,892
Deferred tax asset		1,978,332			2,~~409~~392,~~586~~834
Other assets		2,492,211			34,~~556~~236,~~538~~053
TOTAL ASSETS	$	72,805,982		$	7172,~~747~~096,~~176~~600
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Liabilities not subject to compromise:
Accounts payable	$	1,847,903		$	~~500~~523,~~453~~523
Accrued expenses and other liabilities		3,864,210			32,~~079~~987,~~313~~753
Notes payable		37,172,105			3433,~~235~~974,~~609~~563
Liabilities subject to compromise		-			45,~~656~~301,~~157~~192
TOTAL LIABILITIES		42,884,218			42,~~471~~787,~~532~~031
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
ILX Resorts Incorporated shareholders' equity:
Preferred stock, $10 par value; 10,000,000 shares authorized; 117,722 shares issued and outstanding; liquidation preference of $1,177,220		746,665			746,665
Preferred stock, $10 par value; 10,000,000 shares authorized;
Common stock, no par value; 30,000,000 shares authorized; 5,580,259 and 5,578,259 shares issued and outstanding		29,322,887			29,306,263
117,722 shares issued and outstanding; liquidation preference of $1,177,220		746,665			746,665
Common stock, no par value; 30,000,000 shares authorized;
5,580,259 and 5,578,259 shares issued and outstanding		29,322,887			29,306,263
Treasury stock, at cost, 1,942,382 shares		(10,005,915	)		(10,005,915	)
Additional paid-in capital		59,435			59,435
Deferred compensation		(91,503	)		(4827,~~732~~347	)
Retained earnings		7,908,805			7,~~261~~287,~~924~~052
Total ILX Resorts Incorporated shareholders' equity		27,940,374			27,~~319~~366,~~640~~153
Non controlling interest in subsidiary		1,981,390			1,~~956~~943,~~004~~416
TOTAL SHAREHOLDERS' EQUITY		29,921,764			29,~~275~~309,~~644~~569
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	72,805,982		$	7172,~~747~~096,~~176~~600

See notes to condensed consolidated financial statements.

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-In-Possession as of March 2, 2009)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

2008

2009

2008

2009

REVENUES:

Sales of Vacation Ownership Interests

54,~~448~~936,~~207~~013

42,~~036~~994,~~248~~711

1015,~~721~~657,~~854~~867

710,~~093~~088,~~324~~035

Estimated uncollectible revenue

(~~238~~14,~~122~~765,160

)

(~~226~~168,~~917~~010

)

(~~469~~15,~~608~~234,768

)

(~~399~~567,~~077~~087

)

Resort operating revenue

5,~~368~~188,~~230~~714

4,~~950~~834,~~840~~042

1015,~~104~~292,~~115~~829

914,~~250~~084,~~256~~298

Interest and finance income

~~873~~522,~~181~~259

~~465~~470,~~328~~518

12,~~518~~040,~~612~~871

~~974~~1,~~677~~445,195

Total revenues

11(4,~~451~~118,~~496~~174

)

98,~~225~~131,~~499~~261

2117,~~874~~756,~~973~~799

1625,~~919~~050,~~180~~441

COST OF SALES AND OPERATING EXPENSES:

Cost of Vacation Ownership Interests sold

722,302

521,538

1,399,417

911,465

Cost of Vacation Ownership Interests (recovered) sold

(2,641,944

)

371,928

(1,242,527

)

1,283,393

Cost of resort operations

4,~~641~~589,~~677~~281

3,~~623~~680,~~151~~290

813,~~964~~553,~~718~~999

710,~~279~~959,~~609~~899

Sales and marketing

3,~~923~~626,~~322~~697

21,~~222~~800,~~554~~387

711,~~778~~404,~~068~~765

46,~~845~~645,~~196~~583

General and administrative

1,~~529~~694,~~785~~664

1,~~197~~121,~~725~~539

34,~~209~~904,~~700~~364

23,~~488~~610,~~806~~345

Depreciation and amortization

~~284~~274,~~072~~120

~~257~~256,~~182~~065

~~608~~882,~~455~~575

~~535~~791,~~492~~557

Total cost of sales and operating expenses

117,~~101~~542,~~158~~818

7,~~822~~230,~~150~~209

2129,~~960~~503,~~358~~176

1623,~~060~~290,~~568~~777

Timeshare and resort operating income (loss)

~~350~~(11,~~338~~660,992

)

1901,~~403,349~~052

(8511,~~385~~746,377

)

~~858~~1,~~612~~759,664

Income from land and other, net (including Related Party)

129,~~448~~115

96,~~995~~190

4655,~~178~~293

2329,~~322~~512

Total operating income (loss)

~~362~~(11,~~786~~651,877

)

1907,~~413,344~~242

(3911,~~207~~691,084

)

~~881~~1,~~934~~789,176

Interest expense

(~~643~~663,~~893~~184

)

(~~702~~706,~~702~~434

)

(1,~~309~~972,~~717~~901

)

(12,~~365~~072,~~953~~387

)

REORGANIZATION ITEMS:

Loss on disposal of facilities and other

(1218,~~043~~507

)

(~~403~~421,~~476~~983

)

Professional fees

(66153,~~025~~010

)

(~~216~~369,~~025~~035

)

Income (loss) before income taxes and noncontrolling interest in subsidiary

(~~281~~12,~~107~~315,061

)

~~632~~29,~~574~~291

(113,~~348~~663,~~924~~985

)

(1,~~103~~074,~~520~~229

)

Income tax benefit (expense)

~~107~~4,~~467~~960,508

(~~258~~16,~~132~~751

)

~~529~~5,~~364~~489,872

~~431~~414,~~253~~502

Net income (loss)

(~~173~~7,~~640~~354,553

)

~~374~~12,~~442~~540

(~~819~~8,~~560~~174,113

)

(~~672~~659,~~267~~727

)

Net loss attritutable to noncontrolling interest in subsidiary

1213,~~442~~050

12,~~754~~588

2538,~~515~~565

2537,~~386~~974

Net income (loss) attritutable to ILX Resorts Incorporated

(~~161~~7,~~198~~341,503

)

~~387~~25,~~196~~128

(~~794~~8,~~045~~135,548

)

(~~646~~621,~~881~~753

)

NET INCOME (LOSS) PER SHARE

Total Basic net income (loss) per share

(02.0501

)

~~0.10~~-

(02.2224

)

(0.18

)

Total Diluted net income (loss) per share

(02.0501

)

~~0.10~~-

(02.2224

)

(0.18

)

See notes to condensed consolidated financial statements.

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-In-Possession as of March 2, 2009)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
	Nine months ended September 30,
	2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~819~~8,~~560~~174,113	)	$	(~~672~~659,~~267~~727	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on sale of property and equipment		~~972~~683			9,~~061~~106
Reorganization loss on disposal of facilities and other		-			~~403~~421,~~476~~983
Reorganization professional fees		-			~~216~~369,~~025~~035
Income tax benefit		(~~529~~5,~~364~~489,872	)		(~~431~~414,~~253~~502	)
Estimated uncollectible revenue		~~469~~15,~~608~~234,768			~~399~~567,~~077~~087
Depreciation and amortization		~~608~~882,~~455~~575			~~535~~791,~~492~~557
Amortization of deferred compensation		88132,~~739~~916			2647,~~147~~532
Change in assets and liabilities:
Decrease in notes receivable, net		534,722			30,068
Decrease (increase) in notes receivable, net		273,926			(215,136	)
(Increase) decrease in resort property held for Vacation Ownership Interest sales		(2,515,775	)		859,443
(Increase) decrease in resort property held for Vacation Ownership
Decrease (increase) in resort property under development		2,723,113			(5,168	)
Interest sales		(5,942,093	)		1,214,311
Increase in land held for sale		(1,170	)		(8,614	)
Decrease (increase) in resort property under development		3,390,420			(5,168	)
Increase in other assets		(504,304	)		(1,599,103	)
Increase in land held for sale		(1,170	)		(10,084	)
(Decrease) increase in accounts payable		(313,176	)		1,109,141
Increase in other assets		(195,038	)		(2,491,582	)
Increase (decrease) in accrued and other liabilities		204,018			(3,835	)
(Decrease) increase in accounts payable		(46,710	)		1,778,923
Increase (decrease) in accrued and other liabilities		182,945			(97,071	)
Decrease in deferred income taxes		(4,320	)		-
Decrease in income taxes payable		(44,232	)		-
Net cash (used in) provided by operating activities		(97,954	)		867,690
Net cash provided by operating activities		200,685			1,306,264
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(~~523~~877,~~459~~120	)		(89115,~~490~~019	)
Proceeds from sale of property and equipment		-			1,094
Assumption of First Piggy LLC membership interests		33,263			-
Net cash used in investing activities		(~~490~~843,~~196~~857	)		(88113,~~396~~925	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		69,~~542~~188,~~479~~944			~~616~~631,~~434~~352
Principal payments on notes payable		(58,~~675~~616,~~827~~693	)		(2,~~140~~416,~~141~~105	)
Principal payment on note payable to affiliate		(300,000	)		-
Preferred stock dividends		(46,788	)		-
Acquisition of treasury stock		(226,~~469~~953	)		-
Net cash provided by (used in) financing activities		~~517~~198,~~395~~510			(1,~~523~~784,~~707~~753	)
DECREASE IN CASH AND CASH EQUIVALENTS		(70444,~~755~~662	)		(~~744~~592,~~413~~414	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		3,332,922			2,145,601
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	32,~~262~~888,~~167~~260		$	1,~~401~~553,~~188~~187
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
SUPPLEMENTAL DISCLOSURE OF NONCASH
Deferred compensation resulting from unvested common stock issuance	$	9,840		$	-
INVESTING AND FINANCING ACTIVITIES:
Deferred compensation resulting from unvested common stock issuance	$	4,048		$	-
Common stock issued to repay portion of note payable to affiliate		300,000			-

See notes to condensed consolidated financial statements.

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-in-Possession as of March 2, 2009)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Chapter 11 Reorganization

On March 2, 2009 (the “Petition Date”), ILX Resorts Incorporated (“ILX” or the “Company”) and fifteen of its subsidiaries and limited liability companies (“the Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (“the Bankruptcy Code”) in the United States Bankruptcy Court for the District of Arizona (“the Bankruptcy Court”). The cases are being jointly administered under Case Number 2:09-BK-03594-RTB. The Company cannot provide any assurance as to what values, if any, will be ascribed in the bankruptcy proceedings to various pre-petition liabilities, common stock and other securities. Accordingly, caution should be exercised with respect to existing and future investments in any of these liabilities or securities. Trading of the Company’s common stock on the NYSE AMEX exchange was suspended on March 2, 2009 and the stock was subsequently delisted on March 13, 2009.

Reporting Requirements

As a result of its bankruptcy filing, the Company is periodically required to file various documents with and provide certain information to, the Bankruptcy Court, including statements of financial affairs, schedules of assets and liabilities and monthly operating reports in forms prescribed by federal bankruptcy law, as well as certain financial information on an unconsolidated basis. Such materials ~~will~~are be prepared according to requirements of federal bankruptcy law. While they accurately provide then-current information required under federal bankruptcy law, they are nonetheless unconsolidated, unaudited and are prepared in a format different from that used in the Company’s consolidated financial statements filed under the securities laws. Accordingly, the Company believes that the substance and format do not allow meaningful comparison with its regular publicly disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing a basis for an investment decision relating to the Company’s securities, or for comparison with other financial information filed with the Securities and Exchange Commission.

Reasons for Bankruptcy

The Debtor’s Chapter 11 filings were due to recent economic conditions and unanticipated reductions in credit facilities caused by instability in the credit markets.

Motions

The Bankruptcy Court has approved various motions for relief designed to allow the Company to continue normal operations. The Bankruptcy Court’s orders authorize the Debtors, among other things, in their discretion to: a) pay certain pre-petition and post-petition employee wages, salaries and benefits and other employee obligations, b) pay vendors in the ordinary course for goods and services received from and after the Petition Date, c) continue maintenance of existing bank accounts and existing cash management systems, and d) use certain cash collateral through ~~August~~November 3130, 2009.

Under the Bankruptcy Code, the Company may assume or reject certain unexpired leases subject to the Bankruptcy Court’s approval and certain other conditions. As of the filing date of this report, the Debtors have filed motions to reject seven operating leases; all of which have been granted. Various other filings have been made with respect to utilities, third party servicing firms, professional firm engagements and contract approvals.

Notifications

Shortly after the Petition Date, the Debtors began notifying all known current or potential creditors of the Chapter 11 filing. The Debtors’ Chapter 11 filing automatically enjoined, or stayed, the continuation of any judicial or administrative proceeding or other actions against the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date. Vendors are being paid for goods and services provided after the Petition Date in the ordinary course of business. AThe ~~September 15,~~deadline ~~2009 bar date has been established~~ for the filing of proofs of claims against the Debtors was September 15, 2009.

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-in-Possession as of March 2, 2009)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Proofs of Claim

As permitted under the bankruptcy process, certain of the Debtors’ creditors filed proofs of claim with the Bankruptcy Court. The total amount of the claims that were filed far exceed the Company’s estimate of ultimate liability. The Debtors believe some of these claims are invalid because they are duplicative, have been amended or superseded by later filed claims, are based on contingencies that have not occurred, or are inaccurate or not valid. Differences in amounts between claims filed by creditors and liabilities shown in our records are being investigated and will be resolved in connection with our claims resolution process. There can be no assurances at this time that the Company will not continue to record adjustments related to the ultimate amount of claims allowed.

Executory Contracts and Determination of Allowed Claims

Under the Bankruptcy Code, the Debtors may assume or reject certain executory contracts and unexpired leases. Claims may arise as a result of rejecting any executory contract or unexpired lease. As mentioned above, the Debtors have rejected seven operating leases. The condensed consolidated financial statements do not include the effects of any claims from the rejection of these as the Company cannot estimate the amount that will be allowed by the Bankruptcy Court.

Plan of Reorganization

The Debtors have the exclusive right for 120 days after the Petition Date to file a plan of reorganization and an additional 60 days to obtain necessary acceptances of the plan. Due to ongoing discussions with the Company’s primary lender, a motion to extend exclusivity for an additional 45 days was filed and approved in June 2009. A second motion to extend exclusivity ~~for~~was angranted, ~~additional 90~~the ~~days~~Debtors ~~was~~ filed ina ~~July~~plan of reorganization and disclosure statement on August 28, 2009~~. This~~ ~~motion~~and ~~seeks~~in toSeptember ~~extend~~the Court extended the Debtors exclusive right to ~~file~~obtain necessary aacceptances of the plan to December 1, 2009. The Debtor filed an Amended Joint Plan of ~~reorganization~~Reorganization to(“the ~~November~~Plan”) 15and First Amended Joint Disclosure Statement (“the Disclosure Statement”) on October 2, 2009. Also on October 2, 2009, the Bankruptcy Court entered its order approving the Disclosure Statement and establishing the solicitation and voting ~~ability~~procedures for the Debtors’ Plan. The creditors and equity holders’ votes for or against, and any objections to ~~obtain~~the ~~necessary~~Debtors’ ~~acceptances~~Plan ofmust be submitted on or before November 2, 2009. The confirmation hearing on the Debtors’ ~~plan~~Plan tois ~~January~~scheduled 15for November 10 and 12, ~~2010~~2009. The Company’s primary lender filed a Motion for Relief From Automatic Stay Regarding Debtors’ Real and Personal Property on August 15, 2009. The hearing ~~Debtor~~on ~~intends~~this motion is currently scheduled to ~~file~~be ~~its~~held ~~plan~~in conjunction with the Plan confirmation hearing on orNovember ~~before~~10 ~~August~~and 3112, 2009. Assuming the Debtors’ Plan is confirmed at the November hearing, the Debtors expect to consummate the plan and emerge from Chapter 11 in December 2009.

A plan of reorganization will be deemed accepted by holders of claims against and equity interest in the Debtors if (1) at least one-half in number and two-thirds in dollar amount of claims actually voting in each impaired class of claims have voted to accept the plan and (2) at least two-thirds in amount of equity interests actually voting in each impaired class of equity interests has voted to accept the plan.

Under the priority classification established by the Bankruptcy Code, unless creditors agree otherwise, pre and post petition liabilities must be satisfied in full before stockholders are entitled to receive any distribution under a plan of reorganization. The ultimate treatment of creditors and stockholders will not be determined until confirmation of a plan of reorganization. No assurance can be given as to what values, if any, will be ascribed in the Chapter 11 cases to each of these groups or what types or amounts of distributions, if any, they would receive. A plan of reorganization could result in holders of the Debtors’ liabilities and/or securities, including common stock, receiving no distribution on account of their interests and cancellation of their holdings.

There can be no assurance at this time that the Company will be able to restructure as a going concern or that athe ~~plan~~Plan ~~of reorganization~~ will be confirmed by the Bankruptcy Court, or that ~~any~~the ~~such~~Plan ~~plan~~ will be implemented successfully.

~~Risks~~Reorganization ~~and Uncertainties~~Costs

The Debtors ~~ability~~have ofincurred ~~the Company, both during~~ and ~~after~~will ~~the~~continue ~~Chapter 11 case,~~ to ~~continue~~incur assignificant acosts ~~going concern is dependent upon,~~associated ~~among~~with ~~other~~their ~~things,~~reorganization. The a)amount ~~the ability~~ of ~~the~~these ~~Company~~costs, towhich ~~successfully~~are ~~achieve~~being ~~required~~expensed ~~cost~~as ~~savings~~incurred, tohave ~~complete~~affected ~~its~~and ~~restructuring;~~are b)expected ~~the ability of the Company~~ to ~~maintain~~continue ~~adequate liquidity; c) the ability of the Company~~ to ~~generate~~significantly ~~cash~~affect ~~from operations; d)~~ the ~~ability of the Company to confirm a plan of reorganization under the Bankruptcy Code and e) the Company~~Debtors’s ~~ability~~liquidity ~~to achieve~~ and ~~maintain~~results ~~profitability. Uncertainty as to the outcome~~ of ~~these factors raises substantial doubt about the Company’s ability to continue as a going concern~~operations. ASee ~~plan~~Note of3 ~~reorganization~~“Reorganization ~~could~~Items” ~~materially~~for ~~change~~additional ~~the amounts currently disclosed in the condensed consolidated financial statements~~information.

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-in-Possession as of March 2, 2009)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Risks and Uncertainties

The ability of the Company, both during and after the Chapter 11 case, to continue as a going concern is dependent upon, among other things, a) the ability of the Company to successfully achieve required cost savings to complete its restructuring; b) the ability of the Company to maintain adequate liquidity; c) the ability of the Company to generate cash from operations; d) the ability of the Company to collect customer note balances; e) the ability of the Company to confirm a plan of reorganization under the Bankruptcy Code and f) the Company’s ability to achieve and maintain profitability. Uncertainty as to the outcome of these factors raises substantial doubt about the Company’s ability to continue as a going concern. The confirmed Plan could materially change the amounts currently disclosed in the condensed consolidated financial statements.

Liquidity and Going Concern Matters

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. This assumes a continuation of operations and the realization of assets and liabilities in the ordinary course of business. The condensed consolidated financial statements do not include any adjustments that might result if the Company were forced to discontinue operations or if the realizable value of assets is permanently diminished as a result of the effect of uncertainty during the bankruptcy proceedings. The Company has liquidity needs in ~~the~~ the operation of its business which are eased by the use of cash collateral discussed above. In order to address liquidity concerns, the Company has made expense reductions and scaled back its sales and marketing operations. It has also rejected certain lease agreements as discussed above.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation and Business Activities

The condensed consolidated financial statements include the accounts of ILX Resorts Incorporated, and its wholly owned subsidiaries (“ILX” or the “Company”). All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying condensed consolidated balance sheet as of December 31, 2008, which has been derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the ~~six~~nine-month period ended ~~June~~September 30, 2009 are not necessarily indicative of the results that may be ~~expected~~ expected for the year ending December 31, 2009. The accompanying financial statements should be read in conjunction with the Company’s most recent audited financial statements.

The Company’s significant business activities include developing, operating, marketing and financing ownership interests (“Vacation Ownership Interests”) in resort properties located in Arizona, Colorado, Indiana, Nevada and Mexico.

~~Revenue~~FASB ~~Recognition~~Accounting Standards Codification

~~Revenue~~In June ~~from~~2009, ~~sales~~the ofFASB ~~Vacation~~issued ~~Ownership~~FASB ~~Interests is recognized in accordance with Statement of Financial~~ Accounting Standards ~~No.~~Codification ~~152, Accounting for Real Estate Time-Sharing Transactions~~ (“~~SFAS~~FASB ~~152~~ASC”)~~. No~~ ~~sales~~105, Generally ~~are~~Accepted ~~recognized until~~Accounting ~~such~~Principles, ~~time~~which asestablishes athe ~~minimum~~FASB ofASC ~~10%~~as of the ~~purchase~~sole ~~price~~source ~~and~~of authoritative ~~any~~generally ~~incentives~~accepted ~~given~~accounting atprinciples. Pursuant to the ~~time~~provisions of ~~sale~~FASB ~~has~~ASC ~~been received in cash~~105, the ~~statutory~~Company ~~rescission period~~ has ~~expired,~~ ~~the~~updated ~~buyer~~references ~~is committed~~ to ~~continued payments of the remaining purchase~~generally ~~price~~accepted ~~and~~accounting ~~the~~principles ~~Company~~in ~~has~~its ~~been~~financial ~~released~~statements ~~of all future obligations~~ for the period ended ~~Vacation~~September ~~Ownership~~30, ~~Interest~~2009. ~~Resort~~The ~~operating~~adoption ~~revenue represents daily room rentals (inclusive~~ of ~~homeowner’s~~FASB ~~dues)~~ASC ~~and~~105 ~~revenues~~did ~~from~~not ~~food~~impact ~~and~~the ~~other~~Company’s ~~resort~~financial ~~services. Such~~position ~~revenues are recorded as the rooms are rented~~ or ~~the~~results ~~services~~of ~~are performed~~operations.

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-in-Possession as of March 2, 2009)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Revenue Recognition

Revenue from sales of Vacation Ownership Interests is recognized in accordance with FASB ASC 978, Real Estate - Time-Sharing Activities. No sales are recognized until such time as a minimum of 10% of the purchase price and any incentives given at the time of sale has been received in cash, the statutory rescission period has expired, the buyer is committed to continued payments of the remaining purchase price and the Company has been released of all future obligations for the Vacation Ownership Interest. Resort operating revenue represents daily room rentals, revenues from food, beverages and other amenities, and the management and operation of the ILX Resorts (inclusive of homeowner’s dues). Such revenues are recorded as the rooms are rented or the services are performed.

Condensed Consolidated Statements of Cash Flows

Cash equivalents are liquid investments with an original maturity of three months or less. The following summarizes interest paid (excluding capitalized interest), income taxes paid and interest capitalized.

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2008		2009		2008		2009
Interest paid	$	~~643~~663,~~893~~184	$	3129,~~724~~768	$	1,~~313~~976,~~794~~978	$	~~345~~375,~~296~~064
Income taxes paid		114,~~816~~320		-		4448,~~232~~552		-
Interest capitalized		~~262~~245,~~151~~778		-		~~532~~778,~~936~~714		81,496

Stock Based Compensation

The Company records stock based compensation in accordance with the provisions of ~~SFAS~~FASB ~~No.~~ASC ~~123R~~718. ~~SFAS~~FASB ~~No.~~ASC ~~123R~~718 addresses the accounting for share-based payments to to employees, including grants of employee stock options. Under the standard, the Company is required to account for such transactions using a fair-value method and recognize the expense in the condensed consolidated statement of operations.

Reclassification

The financial statements for the prior period have been reclassified to be consistent with the current period financial statement presentation. The reclassification had no effect on net income.

Note 3. Reorganization Items

SOP 90-7 requires separate disclosure of reorganization items on both the statement of operations and the statement of cash flows. The Debtors’ reorganization items on the condensed consolidated statements of operations consist of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2009		2008		2009
Loss on disposal of facilities and other	$	-	$	12,043	$	-	$	403,476
Professional fees		-		66,025		-		216,025
	$	-	$	78,068	$	-	$	619,501

The loss on disposal of facilities and other includes the write-off of lease acquisition costs, deposits, leasehold improvements and other items related to the rejection of seven unexpired leases as discussed in Note 1 and trustee fees. Professional fees related to the reorganization are fees paid to legal counsel and are estimated by the Debtors and will be reconciled when actual invoices are received.

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-in-Possession as of March 2, 2009)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Reorganization Items

FASB ASC 852 requires separate disclosure of reorganization items on both the statement of operations and the statement of cash flows. The Debtors’ reorganization items on the condensed consolidated statements of operations consist of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2008		2009		2008		2009

Loss on disposal of facilities and other	$	-	$	18,507	$	-	$	421,983
Professional fees		-		153,010		-		369,035

	$	-	$	171,517	$	-	$	791,018

The loss on disposal of facilities and other includes the write-off of lease acquisition costs, deposits, leasehold improvements and other items related to the rejection of seven unexpired leases as discussed in Note 1 and trustee fees. Professional fees related to the reorganization are fees paid to legal and expert counsel and are estimated by the Debtors and will be reconciled when actual invoices are received.

The Debtors’ reorganization items on the condensed consolidated statements of cash flows consist of the following:

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2008		2009
Loss on disposal of facilities and other	$	-	$	~~403~~421,~~476~~983
Professional fees		-		~~216~~369,~~025~~035
Change in accounts payable		-		23,~~462~~109,~~305~~017
Change in accrued & other liabilities		-		~~781~~779,~~063~~386
Notes payable		-		1,412,789

The Company uses significant amounts of cash in the development and marketing of Vacation Ownership Interests, but collects the cash on the Customer Notes receivable over a long period of time. Historically, the Company borrowed against and/or sold receivables to provide sufficient cash to fund its operations. The Company is currently unable to borrow under its facility, but does have the use of cash collateral generated by customer payments under a motion granted by the Bankruptcy Court (see Note 1). Cash collateral received during the ~~six~~nine month period ended ~~June~~September 30, 2009 was $23,~~177~~824,~~020~~613.

Note 4. Liabilities Subject to Compromise

Liabilities subject to compromise (“LSTC”) refer to both secured and unsecured obligations that will likely be accounted for under a plan of reorganization. Actions to enforce or effect payment of pre-petition liabilities are stayed. SOP 90-7 requires pre-petition liabilities that are subject to compromise to be reported at amounts expected to be allowed, even if they may be settled for lesser amounts. These liabilities represent the estimated amount expected to be allowed on known or potential claims to be resolved through the Chapter 11 proceedings and remain subject to future adjustments arising from negotiated settlements, actions of the Bankruptcy Court, rejection of executory contracts and unexpired leases, the determination as to the value of collateral, proofs of claim, or other events. LSTC also includes certain items that may be assumed under the plan of reorganization and as such may be subsequently reclassified to liabilities not subject to compromise. The Company has not included secured debt that is fully secured as LSTC, but these obligations could be transferred to LSTC based on treatment in the final plan of reorganization. All post petition interest on notes payable is accrued at contract rate without regard to default or other rate payable in the event of delinquency and included in accounts payable LSTC. The determination of how liabilities will be treated cannot be made until the Bankruptcy Court approves a plan of reorganization. Liabilities subject to compromise consist of the following:

	December 31,		June 30,
	2008		2009
Accounts payable	$	-	$	2,462,305
Accrued & other liabilities		-		781,063
Notes payable		-		1,412,789
	$	-	$	4,656,157

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-in-Possession as of March 2, 2009)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4. Liabilities Subject to Compromise

Liabilities subject to compromise (“LSTC”) refer to both secured and unsecured obligations that will likely be accounted for under a plan of reorganization. Actions to enforce or effect payment of pre-petition liabilities are stayed. FASB ASC 852 requires pre-petition liabilities that are subject to compromise to be reported at amounts expected to be allowed, even if they may be settled for lesser amounts. These liabilities represent the estimated amount expected to be allowed on known or potential claims to be resolved through the Chapter 11 proceedings and remain subject to future adjustments arising from negotiated settlements, actions of the Bankruptcy Court, rejection of executory contracts and unexpired leases, the determination as to the value of collateral, proofs of claim, or other events. LSTC also includes certain items that may be assumed under the plan of reorganization and as such may be subsequently reclassified to liabilities not subject to compromise. The Company has not included secured debt that is fully secured as LSTC nor any post petition obligations for rejected leases, but these obligations could be transferred or added to LSTC based on treatment in the final approved plan of reorganization. All post petition interest on notes payable is accrued at contract rate without regard to default or other rate payable in the event of delinquency and included in accounts payable and notes payable LSTC. The determination of how liabilities will be treated cannot be made until the Bankruptcy Court approves a plan of reorganization. Liabilities subject to compromise consist of the following:

	December 31,		September 30,
	2008		2009

Accounts payable	$	-	$	3,109,017
Accrued & other liabilities		-		779,386
Notes payable		-		1,412,789

Total liabilities subject to compromise	$	-	$	5,301,192

Note 5. Basic and Diluted Net Income (Loss) Per Share

In accordance with ~~SFAS~~FASB ~~No.~~ASC ~~128~~260, “Earnings Per Share,” the following presents the computation of basic and diluted net income (loss) per share:

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2008			2009			2008			2009
Net (loss) income attributable to ILX Resorts Incorporated	$	(~~161~~7,~~198~~341,503	)	$	~~387~~25,~~196~~128		$	(~~794~~8,~~045~~135,548	)	$	(~~646~~621,~~881~~753	)
Less: Series A preferred stock dividends		(11,697	)		(11,697	)		(2335,~~394~~091	)		(2335,~~394~~091	)
Basic and Diluted Net (Loss) Income Available to Common Shareholders	$	(~~172~~7,~~895~~353,200	)	$	~~375~~13,~~499~~431		$	(~~817~~8,~~439~~170,639	)	$	(~~670~~656,~~275~~844	)
Basic Weighted-Average Common Shares Outstanding		3,~~656~~652,~~823~~820			3,635,877			3,~~637~~642,~~920~~941			3,636,~~386~~214
Diluted Weighted-Average Common Shares Outstanding		3,~~656~~652,~~823~~820			3,635,877			3,~~637~~642,~~920~~941			3,636,~~386~~214
Basic Net (Loss) Income Per Common Share	$	(02.0501	)	$	~~0.10~~-		$	(02.2224	)	$	(0.18	)
Diluted Net (Loss) Income Per Common Share	$	(02.0501	)	$	~~0.10~~-		$	(02.2224	)	$	(0.18	)

Stock options to purchase 25,000 shares of common stock at a price of $9.90 per share were outstanding at ~~June~~September 30, 2009 and 2008, but were not included in the computation of diluted net income per share because their effect would be anti-dilutive. These options expire in December 2009.

Note 6. Shareholders’ Equity

A summary of the composition of shareholders’ equity as of June 30, 2009 and 2008, and the changes during the six months then ended is presented in the following table:

	Total ILX Resorts
	Incorporated			Noncontrolling
	shareholders' equity			interest			Total equity
Balance at December 31, 2008	$	27,940,374		$	1,981,390		$	29,921,764
Amortization of deferred compensation		26,147						26,147
Net loss		(646,881	)		(25,386	)		(672,267	)
Balance at June 30, 2009	$	27,319,640		$	1,956,004		$	29,275,644
	Total ILX Resorts
	Incorporated			Noncontrolling
	shareholders' equity			interest			Total equity
Balance at December 31, 2007	$	36,163,572		$	2,032,716		$	38,196,288
Share-based compensation		300,000						300,000
Amortization of deferred compensation		88,739						88,739
Series A dividend payment		(46,788	)					(46,788	)
Distribution to First Piggy LLC members		33,263						33,263
Acquisition of treasury shares		(2,469	)					(2,469	)
Net loss		(794,045	)		(25,515	)		(819,560	)
Balance at June 30, 2008	$	35,742,272		$	2,007,201		$	37,749,473

Also, during the six months ended June 30, 2009, the Company reversed deferred compensation of $16,624, representing 2,000 shares issued in January 2006 due to the termination of a Stock Bonus Plan participant prior to vesting in the shares.

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-in-Possession as of March 2, 2009)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6. Shareholders’ Equity

A summary of the composition of shareholders’ equity as of September 30, 2009 and 2008, and the changes during the nine months then ended is presented in the following table:

	Total ILX Resorts
	Incorporated			Noncontrolling			Total
	shareholders' equity			interest			shareholders' equity
Balance at December 31, 2008	$	27,940,374		$	1,981,390		$	29,921,764
Amortization of deferred compensation		47,532						47,532
Net loss		(621,753	)		(37,974	)		(659,727	)
Balance at September 30, 2009	$	27,366,153		$	1,943,416		$	29,309,569



	Total ILX Resorts
	Incorporated			Noncontrolling			Total
	shareholders' equity			interest			shareholders' equity
Balance at December 31, 2007	$	36,163,572		$	2,032,716		$	38,196,288
Share-based compensation		300,000						300,000
Amortization of deferred compensation		132,916						132,916
Series A dividend payment		(46,788	)					(46,788	)
Distribution to First Piggy LLC members		33,263						33,263
Acquisition of treasury shares		(26,953	)					(26,953	)
Net loss		(8,135,548	)		(38,565	)		(8,174,113	)
Balance at September 30, 2008	$	28,420,462		$	1,994,151		$	30,414,613

Also, during the nine months ended September 30, 2009, the Company reversed deferred compensation of $16,624, representing 2,000 shares issued in January 2006 due to the termination of a Stock Bonus Plan participant prior to vesting in the shares.

Note 7. Share Based Compensation

Employee Stock Options

The Company has Stock Option Plans pursuant to which options (which term as used herein includes both incentive stock options and non-statutory stock options) could have been granted through 2005 to key employees, including officers, whether or not they are directors, and non-employee directors and consultants, who are determined by the Board of Directors to have contributed in the past to the success of the Company. The exercise price of the options granted pursuant to the Plans could be not less than the fair market value of the shares on the date of grant. All outstanding stock options require the holder to have been a director or employee of the Company for at least one year before exercising the option. Incentive stock options are exercisable over a five-year period from date of grant if the optionee was a ten-percent or more shareholder immediately prior to the granting of the option and over a ten-year period if the optionee was not a ten-percent shareholder. No further grants may be made under the Plans.

Stock Bonus Plan

The Company’s Stock Bonus Plan was created to advance the interests of the Company and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business to acquire and retain a proprietary interest in the Company by ownership of its stock.

A summary of the non-vested stock under the Stock Bonus Plan at June 30, 2009 follows:

	Non-Vested Shares			Weighted Average Grant Date Fair Value
Non-vested at December 31, 2008		70,000		$7.61
Stock Granted		-		-
Stock Vested		(31,500	)	8.23
Stock Forfeited		(2,000	)	8.31
Non-vested at June 30, 2009		36,500		$7.03

Unamortized deferred compensation of $48,732 will be amortized over the weighted average remaining term of 0.68 years. As discussed in Note 1, the Company is currently in Chapter 11 and its common stock was delisted in March 2009. Therefore, the Company cannot currently ascribe a value to the non-vested stock under the Stock Bonus Plan.

Note 8. Related Party Transactions

In prior years the Company’s wholly owned subsidiary, Genesis Investment Group, Inc. (“Genesis”), sold Vacation Ownership Interests to Premiere Vacation Club homeowners’ association, an Arizona nonprofit corporation (“PVC”). PVC purchased the intervals at $2,415 per interval, the same price at which it has historically acquired intervals in arms-length negotiations with unaffiliated third parties. PVC is owned by the holders of its vacation ownership interests, including the Company. At June 30, 2009, deeds of trust for 623 of the Vacation Ownership Interests secure outstanding indebtedness from PVC to Genesis of $1,397,888 which is included in notes receivable. Genesis is one of the subsidiaries that filed a voluntary petition under Chapter 11 of the Bankruptcy Code.

ILX RESORTS INCORPORATED AND SUBSIDIARIES

(Debtor and Debtor-in-Possession as of March 2, 2009)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company, together with James Bruno Enterprises LLC (Bruno), formed ILX-Bruno LLC (“ILX-Bruno”) in August 2005 to purchase and develop three parcels approximating 22 acres of land in Sedona, Arizona from the Forest Service of the Department of Agriculture and an unrelated party (approximately one acre). ~~The~~A ~~Company~~summary ~~entered into an Operating Agreement with Bruno, as a member~~ of ~~ILX-Bruno,~~ ~~in which~~ the ~~Company was named as the manager of ILX~~non-~~Bruno. The~~vested ~~Company~~stock ~~held~~under ~~an 85.0% interest in ILX-Bruno as of June 30, 2009. ILX-Bruno is included in~~ the ~~Company’s~~Stock ~~condensed consolidated~~Bonus ~~financial~~Plan ~~statements~~at asSeptember ~~of June~~ 30, 2009 ~~with Bruno’s capital~~ contributions net of operating losses included as noncontrolling interest in subsidiary on the accompanying condensed consolidated balance sheet. ILX-Bruno is one of the entities that filed a voluntary petition under Chapter 11 of the Bankruptcy Code.follows:

In April 2008, Sedona Vacation Club Incorporated homeowners’ association (“SVC”) and PVC entered into loan agreements to borrow up to $350,000 and $900,000, respectively, at an interest rate of 6.15% to finance renovations and the purchase of certain equipment. The borrowings have a maturity date of March 31, 2011. ILX Resorts Incorporated has guaranteed the borrowings, including interest, for both SVC and PVC and has entered into a Guarantee Fee Agreement with SVC and PVC under which it received a guarantee fee of 1% of the maximum principal amount under the loan agreements. The amounts outstanding under the loan agreements as of June 30, 2009 are $833,333 and all payments are current.

	Non-Vested Shares			Weighted Average Grant Date Fair Value

Non-vested at December 31, 2008		70,000		$	7.61
Stock Granted		-			-
Stock Vested		(31,500	)		8.23
Stock Forfeited		(2,000	)		8.31

Non-vested at September 30, 2009		36,500		$	7.03

Unamortized deferred compensation of $27,347 will be amortized over the weighted average remaining term of 0.48 years. As discussed in Note 1, the Company is currently in Chapter 11 and its common stock was delisted in March 2009. Therefore, the Company cannot currently ascribe a value to the non-vested stock under the Stock Bonus Plan.

Note 8. Related Party Transactions

In prior years the Company’s wholly owned subsidiary, Genesis Investment Group, Inc. (“Genesis”), sold Vacation Ownership Interests to Premiere Vacation Club homeowners’ association, an Arizona nonprofit corporation (“PVC”). PVC purchased the intervals at $2,415 per interval, the same price at which it has historically acquired intervals in arms-length negotiations with unaffiliated third parties. PVC is owned by the holders of its vacation ownership interests, including the Company. At September 30, 2009, deeds of trust for 604 of the Vacation Ownership Interests secure outstanding indebtedness from PVC to Genesis of $1,347,245 which is included in notes receivable. Genesis is one of the subsidiaries that filed a voluntary petition under Chapter 11 of the Bankruptcy Code.

The Company, together with James Bruno Enterprises LLC (Bruno), formed ILX-Bruno LLC (“ILX-Bruno”) in August 2005 to purchase and develop three parcels approximating 22 acres of land in Sedona, Arizona from the Forest Service of the Department of Agriculture and an unrelated party (approximately one acre). The Company entered into an Operating Agreement with Bruno, as a member of ILX-Bruno, in which the Company was named as the manager of ILX-Bruno. The Company held an 85.0% interest in ILX-Bruno as of September 30, 2009. ILX-Bruno is included in the Company’s condensed consolidated financial statements as of September 30, 2009 with Bruno’s capital contributions net of operating losses included as noncontrolling interest in subsidiary on the accompanying condensed consolidated balance sheet. ILX-Bruno is one of the entities that filed a voluntary petition under Chapter 11 of the Bankruptcy Code.

In April 2008, Sedona Vacation Club Incorporated homeowners’ association (“SVC”) and PVC entered into loan agreements to borrow up to $350,000 and $900,000, respectively, at an interest rate of 6.15% to finance renovations and the purchase of certain equipment. The borrowings have a maturity date of March 31, 2011. ILX Resorts Incorporated has guaranteed the borrowings, including interest, for both SVC and PVC and has entered into a Guarantee Fee Agreement with SVC and PVC under which it received a guarantee fee of 1% of the maximum principal amount under the loan agreements. The amounts outstanding under the loan agreements as of September 30, 2009 are $833,333 and all payments are current.

Note 9. Commitments and Contingencies

Legal Proceedings

As discussed in Note 1, the Company and certain of its subsidiaries and limited liability companies are debtors in possession in the Chapter 11 case.

Other litigation has arisen in the normal course of the Company’s business, none of which is deemed to be material.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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

The following discussion of the Company’s financial condition and results of operations includes certain forward-looking statements. When used in this Form 10-Q, the words “estimate,” “projection,” “intend,” “anticipates,” “expects,” “may,” “should” and similar terms are intended to identify forward-looking statements that relate to the Company’s future performance. Actual results could differ materially from these forward-looking statements as a result of a number of factors, including, but not limited to, the Company’s need for additional financing, intense competition in various aspects of its business, the risks of rapid growth, its dependence on key personnel, general economic conditions, government and regulatory actions, the impact of our announcement of our voluntary filing under Chapter 11 of the United States Bankruptcy Code, the ability to continue as a going concern, the ability to obtain court approval of our motions in the Chapter 11 proceedings, our ability to develop, pursue, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases, the impact on the collectability of receivables and homeowner dues of extended Chapter 11 proceedings, our ability to obtain and maintain normal terms with vendors and service providers and other factors discussed in this document and in the Company’s public filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on the forward-looking statements set forth below. The Company undertakes no obligation to publicly update or revise any of the forward-looking statements contained herein.

Overview

ILX Resorts Incorporated (“ILX” or the “Company”) is one of the leading developers, marketers and operators of timeshare resorts in the western United States and Mexico. The Company’s principal operations consist of (i) acquiring, developing and operating timeshare resorts marketed by the Company as vacation ownership resorts, (ii) marketing and selling vacation ownership interests in the timeshare resorts, which typically have entitled the buyers thereof to ownership of a fully-furnished unit for a one-week period on either an annual or an alternate year (i.e., bienniel) basis (“Vacation Ownership Interests”), and (iii) providing purchase money financing to the buyers of Vacation Ownership Interests at its resorts. In addition, the Company receives revenues from the rental of unused or unsold inventory of units at its vacation ownership resorts, and from the sale of food, beverages and other services at such resorts. The Company’s current portfolio of resorts consists of seven resorts in Arizona, one in Indiana, one in Colorado, one in San Carlos, Mexico, land in Puerto Penãsco (Rocky Point), Mexico and land in Sedona, Arizona (collectively, the “ILX Resorts”). The Company also owns 2,241 Vacation Ownership Interests in a resort in Las Vegas, Nevada, 2,233 of which have been annexed into Premiere Vacation Club, 194 Vacation Ownership Interests in a resort in Pinetop, Arizona, all of which have been annexed into Premiere Vacation Club and ~~174~~176 Vacation Ownership Interests in a resort in Phoenix, Arizona, ~~all~~174 of which have been annexed into Premiere Vacation Club. On March 2, 2009, the Company and certain of its subsidiaries and limited liability companies filed for relief under Chapter 11 of the United States Bankruptcy Court for the District of Arizona as discussed under Note 1 in this Report on Form 10-Q.

Significant Accounting Policies

Principles of Consolidation and Business Activities

The accompanying condensed consolidated balance sheet as of December 31, 2008, which has been derived from audited financial statements, and the unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Registration S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the ~~six~~nine-month period ended ~~June~~ September 30, 2009 are not necessarily indicative of the results that may be expected for ~~the~~ the year ending December 31, 2009. The accompanying financial statements should be read in conjunction with the Company’s most recent audited financial statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

FASB Accounting Standards Codification

In June 2009, the FASB issued FASB Accounting Standards Codification (“FASB ASC”) 105, Generally Accepted Accounting Principles, which establishes the FASB ASC as the sole source of authoritative generally accepted accounting principles. Pursuant to the provisions of FASB ASC 105, the Company has updated references to generally accepted accounting principles in its financial statements for the period ended September 30, 2009. The adoption of FASB ASC 105 did not impact the Company’s financial position or results of operations.

Revenue Recognition

Revenue from sales of Vacation Ownership Interests is recognized in accordance with FASB ~~Statement~~ASC ~~of Financial Accounting Standards No. 152~~978, ~~Accounting for~~ Real Estate - Time-Sharing ~~Transactions (“SFAS 152”)~~Activities. No sales are recognized until such time as a minimum of 10% of the purchase price and any incentives given at the time of sale has been received in cash, the statutory rescission period has expired, the buyer is committed to continued payments of the remaining purchase price and the Company has been released of all future obligations for the Vacation Ownership Interest. Resort operating revenue represents daily room rentals, ~~(inclusive~~revenues offrom ~~homeowner’s~~food, ~~dues)~~beverages and ~~revenues~~other amenities, ~~from~~and ~~food~~the management and ~~other~~ ~~resort~~operation ~~services~~of the ILX Resorts (inclusive of homeowner’s dues). Such revenues are recorded as the rooms are ~~rented~~ rented or the services are performed.

Recent Accounting Pronouncements

In September 2006, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Statement~~ ofa ~~Financial~~new ~~Accounting~~accounting ~~Standards~~standard ~~No.~~which ~~157, Fair Value Measurements (SFAS 157). SFAS 157~~ establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. ~~SFAS~~The ~~157~~new standard was effective for the Company as of January 1, 2008. In February 2008, the FASB issued ~~FASB~~a ~~Staff Position~~new ~~No.~~standard ~~157-2;~~ which extended the effective date to fiscal years beginning after November 15, 2008. Adoption of this standard did not cause a material change in financial position or results of operations.

In December 2007, the FASB issued ~~Statement~~ ofa ~~Financial Accounting Standards No. 141(R) Business Combinations (SFAS 141(R)) and Statement of~~new ~~Financial~~standard ~~Accounting~~which ~~Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51 (SFAS 160). SFAS 141(R)~~ requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. ~~SFAS~~The ~~160~~FASB also issued a second new standard which seeks to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. ~~SFAS~~These ~~141(R)~~two ~~and~~new ~~SFAS~~standards ~~160~~ were effective for fiscal years beginning on or after December 15, 2008. The adoption of these standards did not have a material effect on the Company’s financial position or results of operations.

In December 2007, the FASB ~~ratified Emerging~~issued ~~Issues~~a ~~Task~~new ~~Force~~standard ~~(EITF)~~which ~~Issue No. 07-1, Accounting for Collaborative Arrangements (EITF 07-1). EITF 07-1~~ defines ~~collaborative~~ collaborative arrangements and establishes reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. ~~EITF~~The ~~07-1~~new standard also establishes the appropriate income statement presentation and classification for joint operating activities and payments between participants, as well as the sufficiency of the disclosures related to these arrangements. ~~EITF 07-1~~The new standard was effective for fiscal years beginning after December 15, 2008. The adoption of this ~~EITF~~standard did not have a material effect on the Company’s financial position or results of operations.

In February 2008, the FASB issued a new staff position requiring an initial transfer of a financial asset and a repurchase financing that was entered into contemporaneously or in contemplation of the initial transfer to be evaluated as a linked transaction unless certain criteria are met, including that the transferred asset must be readily obtainable in the marketplace. The staff position was effective for fiscal years beginning after November 15, 2008, and was to be applied to new transactions entered into after the date of adoption. The adoption of this standard did not have a material effect on the Company’s financial position or results of operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

In ~~February~~ March 2008, the FASB issued ~~FASB~~a ~~Staff~~new ~~Position~~standard ~~(FSP)~~requiring ~~FAS~~enhanced ~~No.~~disclosures ~~140-3,~~about ~~Accounting for Transfers of~~an ~~Financial~~entity’s ~~Assets~~derivative and ~~Repurchase~~hedging ~~Financing Transactions (FSP FAS 140-3)~~activities. ~~FSP~~ The ~~FAS~~new ~~140-3~~standard ~~requires an initial transfer of a financial asset and a repurchase financing that~~ was ~~entered into contemporaneously or in contemplation of the~~ initial transfer to be evaluated as a linked transaction under SFAS No. 140 unless certain criteria are met, including that the transferred asset must be readily obtainable in the marketplace. FSP FAS 140-3 was effective for fiscal years beginning on or after November 15, 2008~~, and was to be applied to new transactions entered into after the date of adoption~~. The adoption of this ~~FSP~~ standard did not have a material effect on the Company’s financial position or results of operations.

In ~~March~~June 2008, the FASB issued ~~Statement~~a ofnew ~~Financial~~staff ~~Accounting~~position ~~Standards~~clarifying ~~No.~~that ~~161~~all ~~Disclosures~~outstanding unvested ~~about~~share-based ~~Derivative~~payment awards that contain rights to nonforfeitable ~~Instruments~~dividends ~~and~~participate ~~Hedging~~in ~~Activities~~undistributed ~~(SFAS~~earnings ~~161)~~with common shareholders. ~~SFAS~~ ~~161~~Awards ~~requires~~of ~~enhanced~~this ~~disclosures~~nature ~~about~~are anconsidered ~~entity’s~~participating ~~derivative~~securities and ~~hedging~~the two-class method ~~activities~~of computing basic and diluted earnings per share must be applied. ~~SFAS~~ ~~161~~The staff position was effective for fiscal years beginning ~~on or~~ after ~~November~~December 15, 2008. The adoption of this standard did not have a material effect on the Company’s financial position or results of operations.

In ~~June~~ December 2008, the FASB issued ~~FSP~~a ~~EITF~~new ~~03-6-1,~~staff ~~Determining~~position ~~Whether~~and ~~Instruments Granted~~interpretation ~~in Share-Based Payment Transactions Are Participating Securities~~to ~~(FSP~~require ~~EITF~~public ~~03-6-1).~~entities ~~FSP~~to ~~EITF~~provide ~~03-6-1~~additional ~~clarified~~disclosures ~~that~~about ~~all~~transfers ~~outstanding unvested~~of ~~share-based~~financial ~~payment~~assets ~~awards~~and ~~that~~their ~~contain~~involvement ~~rights to nonforfeitable dividends participate in undistributed earnings~~ with ~~common~~variable ~~shareholders~~interest entities. ~~Awards~~The ~~of this~~new ~~nature~~staff ~~are~~position ~~considered participating securities~~ and ~~the~~interpretation ~~two-class~~were ~~method~~effective ~~of computing~~for ~~basic~~the ~~and~~first ~~diluted~~interim ~~earnings~~or ~~per share must be applied. FSP EITF 03-6-1~~annual ~~was~~reporting ~~effective~~period ~~for~~ending ~~fiscal years beginning~~ after December 15, 2008. The adoption of ~~this~~these ~~EITF~~ standards did not have a material effect on the Company’s financial position or results of operations.

In ~~December~~ ~~2008~~April 2009, the FASB issued ~~FASB~~a ~~Staff~~new ~~Position~~staff ~~FAS~~position, ~~140-4~~to ~~and~~require ~~FIN~~an ~~46(R)-8, Disclosures~~entity ~~by Public Entities~~to ~~(Enterprises)~~provide disclosures about ~~Transfers~~fair value of ~~Financial~~financial ~~Assets~~instruments ~~and Interests~~ in ~~Variable~~interim ~~Interest~~financial ~~Entities~~information. The ~~("FSP~~staff ~~FAS~~position ~~140-4~~also ~~and~~amends ~~FIN~~a ~~46(R)-8").~~previous accounting ~~FSP~~standard ~~FAS~~to ~~140-4~~require ~~and~~those disclosures about the fair value of ~~FIN~~financial ~~46(R)-8~~instruments ~~amends~~in ~~SFAS~~summarized ~~140,~~financial ~~Accounting~~information ~~for~~at ~~Transfers~~interim ~~and~~reporting ~~Servicing~~periods. Under ofthe ~~Financial~~new ~~Assets~~staff ~~and~~position, ~~Extinguishments~~the ofCompany ~~Liabilities~~will ~~and~~be ~~FIN~~required ~~46(R),~~to ~~FASB~~include ~~Interpretation~~disclosures ~~No. 46~~about ~~(R),~~the ~~Consolidation~~fair value of ~~Variable~~its ~~Interest~~financial ~~Entities,~~instruments whenever anit ~~interpretation~~issues ~~of Accounting~~financial ~~Research~~information ~~Bulletin~~for Nointerim reporting periods. In 51addition, tothe ~~require~~Company ~~public~~will ~~entities~~be required to disclose in the ~~provide~~body ~~additional~~or ~~disclosures~~in ~~about~~the ~~transfers~~accompanying notes of its summarized financial ~~assets~~information for interim reporting periods and ~~their~~in its financial statements for annual reporting ~~involvement~~periods, ~~with~~the ~~variable~~fair ~~interest~~value ~~entities.~~of ~~FSP~~all ~~FAS~~financial ~~140-4~~instruments ~~and~~for ~~FIN~~which ~~46(R)-8~~it ~~were~~is practicable ~~effective~~to ~~for~~estimate ~~the~~that ~~first~~value, ~~interim~~whether recognized or ~~annual~~not ~~reporting~~recognized ~~period~~in the statement of financial position. The staff position is effective for periods ending after ~~December~~ June 15, ~~2008.~~2009 ~~The~~and the adoption of ~~these~~this ~~standards~~standard did not have a material ~~effect~~impact on the Company’s financial position or results of operations.

In ~~April~~May 2009, the FASB issued ~~FSP~~a ~~FAS~~new ~~107-1~~standard ~~and~~which ~~Accounting~~establishes ~~Principles~~general ~~Board~~standards ~~(“APB”) Opinion No. 28-1 (collectively, “FSP FAS 107-1”), Interim Disclosures about Fair Value~~ of ~~Financial Instruments. FSP FAS 107-1 amends SFAS No. 107,~~ ~~Disclosures~~accounting ~~about~~for ~~Fair~~and ~~Value of~~disclosure ~~Financial Instruments, to require an entity to provide disclosures about fair value~~ of ~~financial~~events ~~instruments~~that inoccur ~~interim~~after ~~financial information. The~~the ~~FSP~~balance ~~FAS~~sheet ~~107-1 also amends APB Opinion No. 28, Interim Financial Reporting,~~date tobut ~~require~~before ~~those disclosures about the fair value of~~ financial ~~instruments~~statements ~~in summarized~~are ~~financial~~issued ~~information~~or atare ~~interim~~available ~~reporting periods. Under FSP FAS 107-1, the Company will be required~~ to ~~include disclosures about the~~be ~~fair value of its financial instruments whenever it issues financial information for interim reporting periods~~issued. InThe ~~addition,~~new ~~the~~standard ~~Company~~was ~~will~~effective ~~be required to disclose in the body or in the accompanying notes of its summarized financial information~~ for interim ~~reporting periods~~ and ~~in its financial statements for~~ annual ~~reporting~~ periods~~, the fair value of all financial~~ ~~instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position. FSP FAS 107-1 is effective for periods~~ ending after June 15, 2009. The ~~and~~adoption ~~the~~of ~~adoption~~this standard did not have a material ~~impact~~effect on the Company’s financial position or results of operations.

In ~~May~~June 2009, the FASB issued ~~Statement~~a ofnew ~~Financial~~standard ~~Accounting~~which ~~Standards~~was ~~No.~~adopted ~~165~~to ~~Subsequent~~improve ~~Events (SFAS~~financial ~~165). SFAS~~reporting ~~165~~by ~~establishes~~enterprises ~~general~~involved ~~standards~~with ofvariable ~~accounting~~interest ~~for~~entities. The ~~and disclosure~~new ofstandard ~~events that occur after the balance sheet date but before~~is ~~financial statements are issued or are available to be issued. SFAS 165 was~~ effective for ~~interim and~~ annual reporting periods ~~ending~~beginning after ~~June~~November 15, 2009. Earlier adoption is prohibited. The adoption of this standard ~~did~~is not expected to have a material effect on the Company’s financial position or results of operations.

Results of Operations

Non-GAAP Financial Measures

The following table of certain operating information for the Company is presented with information both inclusive and exclusive of an adjustment to increase the allowance for uncollectible notes and write-off certain Customer Notes in the third quarter of 2008. See a discussion below of the allowance adjustment. In presenting these comparative operating results, the Company has included a column which excludes the effect of the allowance adjustment as the Company believes this information is reflective of the Company’s operations for the three and nine months ended September 30, 2008. The following comparison of the three and nine months ended September 30, 2008 with the three and nine months ended September 30, 2009 is based on the results prior to the allowance adjustment.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167 Amendments to FASB Interpretation No. 46(R) (SFAS 167). SFAS 167 was adopted to improve financial reporting by enterprises involved with variable interest entities by addressing certain aspects of Interpretation 46(R) including the effect of Statement of Financial Accounting Standards No. 166 Accounting for Transfers of Financial Assets. SFAS 167 is effective for annual reporting periods beginning after November 15, 2009. Earlier adoption is prohibited. The adoption of this standard is not expected to have a material effect on the Company’s financial position or results of operations.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162 (SFAS 168) which establishes the FASB Accounting Standards Codification TM (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This Statement shall be effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date of the Statement, all then-existing non-SEC accounting and reporting standards are superseded, except as noted within SFAS 168. Concurrently, all nongrandfathered, non-SEC accounting literature not included in the Codification is deemed non-authoritative with some exceptions as noted within the literature. We do not anticipate that this pronouncement will have a material impact on our results of operations or financial position.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

Results of Operations

The following table sets forth certain operating information for the Company:

	Three Months Ended						~~Six Months Ended~~						Nine Months Ended
	June 30,						June 30,
	September 30,												September 30,
	2008			~~2009~~2008			~~2008~~			~~2009~~			2008			2008
As a percentage of total revenues:
	Prior to			Allowance									Prior to			Allowance
Sales of Vacation Ownership Interests		47.6	%		43.8	%		49.0	%		41.9	%
	Adjustment			Adjustment			2008			2009			Adjustment			Adjustment			2008			2009
Estimated uncollectible revenue		(2.1	%)		(2.5	%)		(2.1	)%		(2.4	)%
As a percentage of total revenues:
Resort operating revenue		46.9	%		53.7	%		46.2	%		54.7	%
Sales of Vacation Ownership Interests		47.3	%					(119.8	)%		36.8	%		48.5	%					88.2	%		40.3	%
Interest and finance income		7.6	%		5.0	%		6.9	%		5.8	%
Estimated uncollectible revenue		(2.0	)%		360.5	%		358.5	%		(2.1	)%		(2.1	)%		(83.7	)%		(85.8	)%		(2.3	)%
Total revenues		100.0	%		100.0	%		100.0	%		100.0	%
Resort operating revenue		49.7	%					(126.0	)%		59.5	%		47.3	%					86.1	%		56.2	%
As a percentage of sales of Vacation Ownership Interests(1):
Interest and finance income		5.0	%					(12.7	)%		5.8	%		6.3	%					11.5	%		5.8	%
Cost of Vacation Ownership Interests sold		13.9	%		13.7	%		13.6	%		13.6	%
Total revenues		100.0	%					100.0	%		100.0	%		100.0	%					100.0	%		100.0	%
Sales and marketing		75.3	%		58.3	%		75.9	%		72.4	%
As a percentage of sales of Vacation Ownership Interests(1):
Contribution margin percentage from sale of Vacation Ownership Interests (2)		10.8	%		28.0	%		10.5	%		14.0	%
Cost of Vacation Ownership Interests sold (recovered)		13.6	%		(34.1	)%		(26.9	)%		13.2	%		13.6	%		(296.1	)%		(293.7	)%		13.5	%
As a percentage of resort operating revenue:
Sales and marketing		76.8	%					36.9	%		63.7	%		76.2	%					(2695.5	)%		69.8	%
Cost of resort operations		86.5	%		73.2	%		88.7	%		78.7	%
Contribution margin percentage from sale of Vacation
As a percentage of total revenues(1):
Ownership Interests (2)		9.6	%					(110.0	)%		23.2	%		10.2	%					(2301.9	)%		16.7	%
General and administrative		13.4	%		13.0	%		14.7	%		14.7	%
As a percentage of resort operating revenue:
Depreciation and amortization		2.5	%		2.8	%		2.8	%		3.2	%
Cost of resort operations		88.4	%					88.4	%		76.1	%		88.6	%					88.6	%		77.8	%
Total operating income (loss)		3.2	%		15.3	%		(0.2	)%		5.2	%
As a percentage of total revenues(1):
Selected operating data:
General and administrative		16.2	%					41.1	%		13.8	%		15.2	%					27.6	%		14.4	%
Vacation Ownership Interests sold (3) (4)		256			233			471			393
Depreciation and amortization		2.6	%					6.7	%		3.1	%		2.7	%					5.0	%		3.2	%
Average sales price per Vacation Ownership Interest sold (excluding revenues from Upgrades) (4)	$	16,687		$	14,029		$	17,294		$	14,319
Total operating income (loss)		(3.7	)%					(282.9	)%		11.2	%		(2.4	)%					(65.8	)%		7.1	%
Average sales price per Vacation Ownership Interest sold (including revenues from Upgrades) (4)	$	20,772		$	16,877		$	22,195		$	17,519
Selected operating data:
Vacation Ownership Interests sold (3) (4)		207						207			157			678						678			549
Average sales price per Vacation Ownership Interest sold (excluding revenues from Upgrades) (4)	$	16,845					$	16,845		$	14,436		$	17,157					$	17,157		$	14,353
Average sales price per Vacation Ownership Interest sold (including revenues from Upgrades) (4)	$	23,281					$	23,281		$	18,449		$	22,526					$	22,526		$	17,784

(1) Sales of Vacation Ownership Interests and total revenues includes the reduction for estimated uncollectible revenue.

(2) Defined as: the sum of Vacation Ownership Interest sales less the cost of Vacation Ownership Interests sold less sales and marketing expenses less estimated uncollectible revenue divided by sales of Vacation Ownership Interests less estimated uncollectible revenue.

(3) Reflects all Vacation Club Ownership Interests on an annual basis.

(4) Consists of an aggregate of ~~382~~329 and ~~314~~228 biennial and annual Vacation Ownership Interests for the three months ended ~~June~~September 30, 2008 and 2009, respectively ~~and~~ ~~730~~and 1,059 and ~~544~~772 biennial and annual Vacation Ownership Interests for the ~~six months~~nine months ended ~~June~~September 30, 2008 and 2009, respectively. Excludes the number of conversions and upgrades.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

Comparison of the Three and Nine Months Ended September 30, 2008 to the Three and Nine Months Ended September 30, 2009

During the third quarter of 2008, the Company recorded an increase in its estimated uncollectible revenue of $14,549,432 million and a reduction in cost of Vacation Ownership Interests owned in the amount of $3,281,615, the “allowance adjustment”, to record the reduction in its expectation of collectability of both past due and current performing Customer Notes and consumer notes sold with recourse and the recovered Vacation Ownership Interests as a result. In conjunction with these entries the Company wrote off Customer Notes in excess of 90 days delinquent in the amount of $16,420,471, increased resort property held for sale by $3,281,615 and recognized an income tax benefit of $4,507,127. The reduction in expectation of collectability was based upon the then recent economic, financial and credit conditions.

Sales of Vacation Ownership Interests decreased 40.1% or $1,893,584 to $2,826,701 for the three months ended September 30, 2009, from $4,720,285 for the same period in 2008 and decreased 36.4% or $5,451,583 to $9,520,948 for the nine months ended September 30, 2009 from $14,972,531 for the same period in 2008. The decrease reflects a reduction in scale of sales operations. As part of a comprehensive expense reduction program, the Company closed three of its sales offices in January 2009, and continues to operate two sales offices in Sedona and Tucson at a reduced scale. The decreased revenue is the result of the closures, a reduction in tours to the Sedona and Tucson sales office during the Chapter 11 proceedings, as well as decreased average sales prices discussed below and lower closing rates at the Tucson sales office due to general economic conditions and the impact of the Chapter 11 filing by the Company.

The average sales price per Vacation Ownership Interest sold (excluding revenues from Upgrades) decreased 14.3% or $2,409 to $14,436 for the three months ended September 30, 2009 from $16,845 for the same period in 2008 and decreased 16.3% or $2,804 to $14,353 for the nine months ended September 30, 2009 from $17,157 for the same period in 2008. The decrease in average sales price is due to a change in the product mix sold and special promotional pricing following the Company’s Chapter 11 filing. The number of Vacation Ownership Interests sold decreased 24.2% from 207 in the three months ended September 30, 2008 to 157 for the same period in 2009 and decreased 19.0% from 678 for the nine months ended September 30, 2008 to 549 for the same period in 2009 primarily due to the closure of the three sales offices and decreased closing rates at the Tucson sales office discussed above. The three and nine months ended September 30, 2009 included 143 and 446 biennial Vacation Ownership Interests (counted as 71.5 and 223 annual Vacation Ownership Interests) compared to 245 and 763 biennial Vacation Ownership Interests (counted as 122.5 and 381.5 annual Vacation Ownership Interests) in the same period in 2008.

Upgrade revenue, included in Vacation Ownership Interest sales, decreased 52.7% to $627,956 for the three months ended September 30, 2009 from $1,328,976 for the same period in 2008 and decreased 48.2% to $1,883,817 for the nine months ended September 30, 2009 from $3,637,212 for the same period in 2008. The decrease in 2009 reflects decreased marketing efforts to existing owners in Sedona and Tucson. Upgrades often do not involve the sale of additional Vacation Ownership Interests (merely their exchange) and, therefore, such Upgrades increase the average sales price per Vacation Ownership Interest sold. The average sales price per Vacation Ownership Interest sold (including upgrades) decreased 20.8% or $4,832 to $18,449 for the three months ended September 30, 2009 from $23,281 in 2008 and decreased 21.1% or $4,742 to $17,784 for the nine months ended September 30, 2009 from $22,526 in 2008. These decreases are due to the combination of the decrease in average sales price per Vacation Ownership Interest sold (excluding Upgrades) described above and the reduction in Upgrade revenue.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

~~Comparison~~Resort ofoperating revenue decreased 6.8% to $4,834,042 for the ~~Three~~three months ended September 30, 2009, from $5,188,714 for the same period in 2008 and ~~Six~~decreased 7.9% ~~Months~~to ~~Ended~~$14,084,298 ~~June~~for the nine months ended September 30, 2009 from $15,292,829 for the same period in 2008. The todecrease for the ~~Three~~three and nine months ended September 30, 2009 reflects the closure of the Los Abrigados Lodge, decreased occupancy at the Company’s resorts and ~~Six~~decreased average ~~Months~~daily rate at certain of the Company’s Arizona and South Bend ~~Ended~~resorts. Cost ~~June~~of resort operations as a percentage of resort operating revenue decreased from 88.4% to 76.1% for the three months ended September 30, 2009 and decreased from 88.6% to 77.8% for the nine months ended September 30, 2009 reflecting expense reduction measures put in place in the first quarter 2009 as well as the closure of the Los Abrigados Lodge in March 2009. The Los Abrigados Lodge operated under a long term lease agreement that was rejected as part of the Chapter 11 proceedings and was mainly used to house tour guests and had minimal revenue from other sources. Further, both resort operating revenue and cost of resort operations were negatively impacted in the third quarter 2009 by the effects of natural disasters and calamity at several of the Company’s resorts including flooding, a hurricane and a gas leak.

~~Sales~~Interest ~~of Vacation~~and ~~Ownership~~finance ~~Interests~~income decreased 269.9% ~~or $1,400,754~~ to $3470,~~809,331~~518 for the three months ended ~~June~~September 30, 2009, from $5522,~~210,085~~259 for the same period in 2008 and decreased 3429.72% ~~or $3,557,999~~ to $61,~~694~~445,~~247~~195 for the ~~six~~nine months ended ~~June~~ September 30, 2009 from $102,~~252~~040,~~246~~871 for the same period in 2008~~. The~~, ~~decrease reflects~~reflecting ~~reduced~~decreased ~~sales~~Customer atNote balances, ~~all sales offices. As part of~~ a ~~comprehensive~~ ~~expense~~ reduction ~~program, the Company closed three of its sales offices~~ in ~~January~~notes ~~2009. The~~sold ~~decreased~~due ~~revenue~~to is the ~~result~~expiration of ~~these closures~~the asagreement ~~well~~in June as2008 ~~decreased~~with ~~average~~a ~~sales~~financial ~~prices~~institution ~~discussed~~to ~~below~~sell ~~and~~Customer ~~lower closing~~Notes, ~~rates~~a ~~and~~greater ~~tours~~portion of atCustomer ~~the~~Notes ~~Tucson~~being ~~sales~~zero-interest ~~office~~one ~~due~~year tomaturities ~~general~~and ~~economic~~special interest ~~conditions~~rates ~~and~~on ~~the~~certain ~~impact~~products offollowing the Chapter 11 filing ~~by the Company~~.

~~The average~~Cost ~~sales price per~~ of Vacation Ownership ~~Interest~~Interests sold ~~(excluding~~as ~~revenues from~~a ~~Upgrades)~~percentage ~~decreased~~of ~~15.9%~~Vacation orOwnership ~~$2,658 to $14,029 for the three months ended~~Interest ~~June~~sales ~~30,~~was ~~2009~~consistent ~~from~~at ~~$16,687~~13.6% ~~for the same period in 2008~~ and ~~decreased 17~~13.2% ~~or $2,975 to $14,319~~ for the ~~six~~three months ended ~~June~~September 30, 2009 ~~from~~and ~~$17,294 for the same period in~~ 2008~~. The~~ ~~decrease in average sales price is due to a change in the product mix sold~~ and ~~special promotional pricing following the Company’s Chapter 11 filing~~13. ~~The number of Vacation Ownership Interests sold decreased 9.0~~6% ~~from 256 in the three months ended June 30, 2008 to 233 for the same period in 2009~~ and ~~decreased 16~~13.65% ~~from 471~~ for the ~~six~~ nine months ended ~~June~~September 30, ~~2008 to 393 for the same period in~~ 2009 ~~primarily due to~~ ~~the closure of the three sales offices~~ and ~~decreased closing rates at the Tucson sales office discussed above. The three and six months ended June 30~~2008, ~~2009~~ ~~included 162 and 303 biennial Vacation Ownership Interests (counted as 81 and 151~~respectively.~~5 annual Vacation Ownership Interests) compared to 253 and 518 biennial Vacation Ownership Interests (counted as 126.5 and 259 annual Vacation Ownership Interests) in the same period in 2008.~~

~~Upgrade~~Sales and ~~revenue,~~marketing ~~included~~as ina percentage of sales of Vacation Ownership ~~Interest~~Interests ~~sales,~~ decreased 36to 63.47% ~~to $663,591~~ for the three months ended ~~June~~September 30, 2009 from ~~$1,043,817~~76.8% for the same period in 2008 and decreased 45to 69.68% ~~to $1,255,861~~ for the ~~six~~nine months ended ~~June~~ September 30, 2009 from $76.2~~,308,236~~% for the same period in 2008~~. The~~, ~~decrease~~reflecting ~~in 2009~~lower ~~reflects decreased~~ marketing ~~efforts to existing owners in Sedona and~~costs ~~Tucson. Upgrades~~per ~~often~~tour ~~do not involve the sale of additional Vacation Ownership Interests (merely their exchange)~~ and, ~~therefore,~~reduced ~~such Upgrades increase the average~~ sales ~~price~~office ~~per Vacation Ownership Interest sold~~expenses. The ~~average~~significant ~~sales price per Vacation Ownership Interest sold~~reduction ~~(including~~between ~~upgrades) decreased 18.8% or $3,895 to $16,877 for~~ the three ~~months ended June 30, 2009 from $20,772 in 2008~~ and ~~decreased~~nine ~~21.1% or $4,676 to $17,519 for the six~~ months ended ~~June~~September 30, ~~2009~~2008 ~~from~~and ~~$22,195~~the incomparable ~~2008. These~~periods ~~decreases~~in ~~are~~2009 ~~due~~reflects to the ~~combination~~rejection of ~~the~~leases ~~decrease~~for ~~in average~~less ~~sales~~effective ~~price per Vacation Ownership Interest sold (excluding Upgrades)~~marketing ~~described~~venues ~~above~~ and ~~the~~other ~~reduction~~cost incutting ~~Upgrade revenue~~strategies.

~~Resort~~General ~~operating~~and ~~revenue~~administrative expenses decreased 7to 13.8% toof ~~$4,950,840~~total revenue for the ~~three~~third quarter ~~months~~ ended ~~June~~ September 30, 2009, from ~~$5,368,230~~16.2% for the same period in 2008 and decreased 8to 14.54% ~~to $9,250,256~~ for the ~~six~~nine months ended ~~June~~September 30, 2009 from ~~$10,104,115~~15.2% for the same period in 2008. The ~~decrease~~percentage ~~for~~decreases ~~the~~reflect ~~three~~reductions in ~~and~~professional ~~six~~fees ~~months~~related ~~ended~~to ~~June 30, 2009 reflects~~ the ~~closure~~Greens of ~~the~~Las ~~Los~~Vegas ~~Abrigados~~lawsuit ~~Lodge,~~settled ~~decreased~~in ~~occupancy at~~2008 ~~the Company’s resorts~~ and ~~decreased~~employee ~~average~~benefit ~~daily~~plans, ~~rate~~a atdecrease ~~certain~~in ofsalaries ~~the Company’s Sedona~~ and ~~Tucson~~related ~~resorts. Cost~~benefits ~~of resort operations~~ as a ~~percentage~~result of ~~resort~~a ~~operating~~reduction ~~revenue~~in ~~decreased~~force ~~from 86.5% to 73.2% for the three months ended June 30, 2009~~ and ~~decreased~~comprehensive ~~from~~salary ~~88.7%~~reductions ~~to 78.7% for the six months ended June 30, 2009 reflecting expense reduction measures put~~ in ~~place in~~January ~~the first quarter~~ 2009 as well as ~~the~~a ~~closure~~decrease ofin ~~the~~rent ~~Los~~and ~~Abrigados~~other ~~Lodge~~expenses ~~in March~~resulting ~~2009. The~~from ~~Los~~the rejection ~~Abrigados~~of ~~Lodge operated under~~ a ~~long term~~ lease ~~agreement~~ ~~that was rejected~~ as part of the ~~Chapter~~Bankruptcy 11filing ~~proceedings~~as ~~and~~discussed ~~was~~in ~~mainly~~Note ~~used to house tour guests and had minimal revenue from other sources~~1.

~~Interest~~Income from land and ~~finance~~other, ~~income~~net decreased ~~46.7%~~ to $~~465~~6,~~328~~190 ~~for~~and ~~the three months ended June 30, 2009 from~~ $~~873~~29,~~181~~512 for the ~~same~~three ~~period in 2008~~ and ~~decreased 35.8% to~~nine ~~$974,677 for the six~~ months ended ~~June~~September 30, 2009, respectively from $19,~~518~~115 and $55,~~612~~293 for the ~~same~~ ~~period~~same periods in 2008,. Income ~~reflecting~~from ~~decreased~~land ~~Customer~~and ~~Note balances~~other, anet ~~reduction~~for ~~in notes sold due to~~ the ~~expiration~~nine months ofended ~~the~~September ~~agreement~~30, ~~in June~~ 2008 ~~with~~included a ~~financial institution~~gain toof ~~sell~~$30,295 ~~Customer~~on ~~Notes~~the ~~and~~sale ~~a greater portion~~ of vacation ~~Customer~~ownership ~~Notes~~interests ~~being zero-interest~~to ~~one~~PVC ~~year~~by ~~maturities~~Genesis.

Interest expense increased 6.5% to $706,434 for the three months ended September 30, 2009 from $663,184 for the same period in 2008 and increased 5.0% to $2,072,387 for the nine months ended September 30, 2009 from $1,972,901 for the same period in 2008, reflecting reductions in rate on variable rate borrowing and lower outstanding balances, net of reduced capitalized interest.

Reorganization items include loss on disposal of facilities and other and professional fees. The loss on disposal of facilities and other includes the write-off of lease acquisition costs, deposits, leasehold improvements and other items related to the rejection of seven unexpired leases as well as trustee fees. Professional fees are expenses for legal and expert counsel.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

Cost of Vacation Ownership Interests sold as a percentage of Vacation Ownership Interest sales was consistent at 13.7% and 13.9% for the three months ended June 30, 2009 and 2008 and 13.6% for the six months ended June 30, 2009 and 2008, respectively.

Sales and marketing as a percentage of sales of Vacation Ownership Interests decreased to 58.3% for the three months ended June 30, 2009 from 75.3% for the same period in 2008 and decreased to 72.4% for the six months ended June 30, 2009 from 75.9% for the same period in 2008, reflecting lower marketing costs per tour and reduced sales office expenses. Sales of Vacation Ownership Interests are reduced by estimated uncollectible revenue. Sales and marketing as a percentage of gross sales of Vacation Ownership Interests decreased to 55.1% and 68.3% for the three and six months ended June 30, 2009 respectively from 72.0% and 72.5% for the same periods in the prior year. The significant reduction between second quarter 2008 and 2009 reflects the rejection of leases for less effective marketing venues and other cost cutting strategies as well as tour flow in the second quarter from telemarketing efforts in the first quarter prior to elimination of certain of these programs.

General and administrative expenses decreased to 13.0% of total revenue for the second quarter ended June 30, 2009, from 13.4% for the same period in 2008 and was consistent at 14.7% for the six months ended June 30, 2009 and 2008, respectively. The percentage decreases reflect reductions in professional fees related to the Greens of Las Vegas lawsuit settled in 2008 and employee benefit plans, a decrease in salaries and related benefits as a result of a reduction in force and comprehensive salary reductions in January 2009 as well as a decrease in rent and other expenses resulting from the rejection of a lease as part of the Bankruptcy filing as discussed in Note 1.

Income from land and other, net decreased to $9,995 and $23,322 for the three and six months ended June 30, 2009, respectively from $12,448 and $46,178 for the same periods in 2008. Income from land and other, net for the six months ended June 30, 2008 included a gain of $30,295 on the sale of vacation ownership interests to PVC by Genesis.

Interest expense increased 9.1% to $702,702 for the three months ended June 30, 2009 from $643,893 for the same period in 2008 and increased 4.3% to $1,365,953 for the six months ended June 30, 2009 from $1,309,717 for the same period in 2008, reflecting reductions in rate on variable rate borrowing and lower outstanding balances, net of reduced capitalized interest.

Liquidity and Capital Resources

Sources of Cash

The Company generates cash primarily from the sale of Vacation Ownership Interests (including Upgrades), from the financing of Customer Notes from such sales and from resort operations. Because the Company uses significant amounts of cash in the development and marketing of Vacation Ownership Interests, but collects the cash on the Customer Notes receivable over a long period of time, borrowing against and/or selling receivables is necessary to provide sufficient cash to fund its normal operations. The Company is currently unable to borrow under its facility, but does have the use of cash collateral generated by customer payments under a motion granted by the Bankruptcy Court.

For the ~~six~~nine months ended ~~June~~September 30, 2009 and 2008 cash provided by operations was $~~867~~1,~~690~~306,264 ~~as compared~~and ~~to cash used in operations of~~ $97200,~~954 for the six months ended June 30~~685, ~~2008~~ respectively. The increase in cash provided by operations reflects a reduction in net loss and resultant smaller income tax benefit, a net decrease in resort property under development and resort property held for Vacation Ownership Interest sales due to greater additions in 2008 for the expansion of Premiere Vacation Club at Bell Rock and the Winner’s Circle suites at Los Abrigados, and an increase in accounts payable due to non payment of pre-petition amounts. These are offset by a ~~smaller~~reduction in estimated ~~decrease~~uncollectible revenue due to the 2008 increased allowance and write-off of uncollectible Customer Notes receivable, an increase in notes receivable and an increase in other assets for a cash reserve retained by the Company’s credit card processor and due to timing differences in amounts related to homeowner’s associations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

For regular federal income tax purposes, the Company reports substantially all of its non-factored financed Vacation Ownership Interest sales under the installment method. Under the installment method, the Company recognizes income on sales of Vacation Ownership Interests only when cash is received by the Company in the form of a down payment, as an installment payment, or from proceeds from the sale of the Customer Note. The deferral of income tax liability conserves cash resources on a current basis. Interest may be imposed, however, on the amount of tax attributable to the installment payments for the period beginning on the date of sale and ending on the date the related tax is paid. If the Company is otherwise not subject to tax in a particular year, no interest is imposed since the interest is based on the amount of tax paid in that year. The condensed consolidated financial statements do not contain an accrual for any interest expense that would be paid on the deferred taxes related to the installment method, as the interest expense is not estimable.

At December 31, 2009, the Company had net operating loss, or "NOL," carryforwards of $13.2 million. These NOL carryforwards expire in 2028.

In addition, Section 382 of the Internal Revenue Code imposes limitations on the utilization of NOLs by a corporation following various types of ownership changes that result in more than a 50% change in ownership of the corporation within a three-year period. Such changes may occur as a result of new common stock issuances by the Company or changes occurring as a result of filings with the SEC on Schedules 13D and 13G by holders of more than 5% of the Company’s common stock, whether involving the acquisition or disposition of common stock. If such a subsequent change occurs, the limitations of Section 382 would apply and may limit or deny the Company’s ability to use the NOLs in the future, which could require the Company to pay additional federal and state taxes.

Uses of Cash

Investing activities typically reflect a net use of cash because of capital additions. Net cash used in investing activities was $88113,~~396~~925 and $~~490~~843,~~196~~857 for the ~~six~~nine months ended ~~June~~September 30, 2009 and 2008, respectively. The decrease in net cash used in investing activities in 2009 is due to reduced ILX-Bruno capital expenditures for projects in Sedona.

Net cash used in financing activities in the ~~six~~nine months ended ~~June~~September 30, 2009 was $1,~~523~~784,~~707~~753 as compared to net cash provided by financing activities of $~~517~~198,~~395~~510 for the ~~six~~nine months ended ~~June~~September 30, 2008. The decrease in cash ~~provided~~ provided by financing activities is due to the post petition discontinuation of ~~advances~~ advances against new consumer notes, net of the repayment in 2008 of a note payable to affiliates and the post petition use of cash collateral for operations rather than for debt service.

The Company requires funds to finance the acquisitions of property for future resort development and to further develop the existing resorts, as well as to make capital improvements and support current operations.

Although the Company is not currently obligated to replace delinquent Customer Notes due to the Chapter 11 stay, historically customer defaults have had a significant impact on cash available to the Company from financing Customer Notes receivable and continue to effect the Company’s cash flow to the extent customer payments are not collected as scheduled.

~~Credit Facilities and Capital~~19

The Company has a financing commitment aggregating $20 million whereby the Company borrowed against notes receivable pledged as collateral. These borrowings bear interest at a rate of prime plus 1.5%. The $20 million commitment has a borrowing period which expires in December 2009 and the maturity is in January 2013. At June 30, 2009, approximately $8.5 million was available under this commitment. However, the Company may not currently borrow on this facility due to its March 2, 2009 filing under Chapter 11 of the United State Bankruptcy Code.

At June 30, 2009 and 2008, the Company had approximately $5.4 million and $8.8 million, respectively, in outstanding notes receivable sold on a recourse basis. A small portion of the notes receivable are secured by customer deeds of trust on Los Abrigados Resort & Spa and VCA–Tucson.

In January 2009, the Company amended an existing line of credit to reduce the borrowing limit to $750,000 and change the interest rate to libor plus 3.84%, but not less than 4.25%, from prime plus 1.0%.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

Credit Facilities and Capital

The Company has a financing commitment aggregating $20 million whereby the Company borrowed against notes receivable pledged as collateral. These borrowings bear interest at a rate of prime plus 1.5%. The $20 million commitment has a borrowing period which expires in December 2009 and the maturity is in January 2013. At September 30, 2009, approximately $8.7 million was available under this commitment. However, the Company may not currently borrow on this facility due to its March 2, 2009 filing under Chapter 11 of the United States Bankruptcy Code.

At September 30, 2009 and 2008, the Company had approximately $5.0 million and $7.7 million, respectively, in outstanding notes receivable sold on a recourse basis. A small portion of the notes receivable are secured by customer deeds of trust on Los Abrigados Resort & Spa and VCA–Tucson.

On March 1, 2009 a Loan and Security Agreement in the original amount of $5.0 million with Textron Financial Corporation (the “Lender”) was terminated. The loan’s original maturity date was December 31, 2008 but was extended to February 28, 2009 by two separate letter agreements. The outstanding principal balance on the loan was $4,577,874 as of March 1, 2009. The Company and the Lender were unable to reach a mutually acceptable longer term extension of the loan. The loan is secured by an assignment of a Promissory Note to the Company and a Deed of Trust from an affiliated limited liability company securing approximately 14 acres of land in Sedona, Arizona.

The Company is not in compliance with certain of its loan covenants which include Debt Service Coverage Ratios and a Tangible Net Worth ratio. In addition, the March 2009 Chapter 11 filing constitutes an event of default under the Company’s loan agreements.

As part of its reorganization, the Company may negotiate additional credit facilities, issue corporate debt, issue equity securities, or any combination of the above. Any debt incurred or issued by the Company may be secured or unsecured, may bear interest at fixed or variable rates of interest, and may be subject to such terms as management deems prudent and Bankruptcy Court approval. There is no assurance that the Company will be able to secure additional corporate debt or equity at or beyond current levels or that the Company will be able to maintain its current level of debt.

The Company continues to assess its liquidity position due to its reorganization status, the scarcity of capital and uncertainty of the credit markets, current economic conditions, sales challenges as a result of the foregoing and the expenses associated with the Chapter 11 Bankruptcy proceedings.

Off-Balance Sheet Arrangements

In April 2008, the Sedona Vacation Club Incorporated homeowners’ association (“SVC”) and PVC entered into loan agreements to borrow up to $350,000 and $900,000, respectively, at an interest rate of 6.15% to finance renovations and the purchase of certain equipment for resort operations. The borrowings have a maturity date of March 31, 2011. The Company has guaranteed the borrowings, including interest, for both SVC and PVC and has entered into a Guarantee Fee Agreement with SVC and PVC under which it received a guarantee fee of 1.0% of the maximum principal amount under the loan agreements. The amounts outstanding under the loan agreements as of ~~June~~September 30, 2009 were $833,333 and all payments are current.

Seasonality

The Company’s revenues are moderately seasonal with the volume of ILX owners, hotel guests and Vacation Ownership Interest exchange participants typically greatest in the second and third fiscal quarters. Also impacting revenues are inclement weather, floods, forest fires, gasoline prices and other unforeseen ~~natural~~ natural disasters. As the Company expands into new markets and ~~geographic~~ geographic locations it may experience increased or additional seasonality dynamics which may cause the Company’s operating results to fluctuate.

~~Inflation~~20

Inflation and changing prices have not had a material impact on the Company’s revenues, operating income and net income during any of the Company’s three most recent fiscal years or the six months ended June 30, 2009. However, to the extent inflationary trends affect interest rates, a portion of the Company’s debt service costs may be affected as well as the rates the Company charges on its Customer Notes.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company currently derives a portion of income from the spread between the interest rates charged to customers and the interest rates at which it borrows against customer notes. The Company’s indebtedness bears interest at variable rates while the retained customer notes bear interest at fixed rates. As a result, increases in interest rates could cause interest expense to exceed interest income on the Company’s portfolio of retained customer notes. The Company does not currently engage in interest rate hedging transactions. Therefore, any change in the prime interest rate could have a material effect on results of operations, liquidity and financial position. If there were a one-percentage point change in the prevailing prime rate at June 30, 2009, then based on the $17.9 million balance of variable rate debt at June 30, 2009, interest expense would increase or decrease by approximately $179,000 (before income taxes) per annum.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

Inflation

Inflation and changing prices have not had a material impact on the Company’s revenues, operating income and net income during any of the Company’s three most recent fiscal years or the nine months ended September 30, 2009. However, to the extent inflationary trends affect interest rates, a portion of the Company’s debt service costs may be affected as well as the rates the Company charges on its Customer Notes.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company currently derives a portion of income from the spread between the interest rates charged to customers and the interest rates at which it borrows against customer notes. The Company’s indebtedness bears interest at variable rates while the retained customer notes bear interest at fixed rates. As a result, increases in interest rates could cause interest expense to exceed interest income on the Company’s portfolio of retained customer notes. The Company does not currently engage in interest rate hedging transactions. Therefore, any change in the prime interest rate could have a material effect on results of operations, liquidity and financial position. If there were a one-percentage point change in the prevailing prime rate at September 30, 2009, then based on the $17.9 million balance of variable rate debt at September 30, 2009, interest expense would increase or decrease by approximately $179,000 (before income taxes) per annum.

Item 4T.

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) to ensure that material information relating to the Company is made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (“SEC”) rules and forms. Under the supervision and with the participation of management, including the principal executive officer and principal financial officer an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~September 30, 2009 was completed based on criteria ~~established~~ established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are functioning effectively.

(b) Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II

Item 1.

Legal Proceedings

As discussed in Note 1, the Company and certain of its subsidiaries and limited liability companies are debtors in possession in the Chapter 11 case.

Other litigation has arisen in the normal course of the Company’s business, none of which is deemed to be material.

~~Item 1A. Risk Factors~~21

The description of the risk factor labeled WE MAY NOT BE ABLE TO FINANCE OUR GROWTH which was disclosed in the Company’s Form 10-K for the year ended December 31, 2008 should be revised and read as follows:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

Item 1A.

Risk Factors

We intend to selectively acquire and develop new vacation ownership resorts and may continue to expand our existing resorts. Our long term plans may include development of some or all of the land we currently own, which includes land in Sedona, adjacent to our Los Abrigados Resort and land in Puerto Penasco (“Rocky Point”) Mexico. Acquiring and/or developing new resorts, or expansion of existing resorts will place substantial demands on our liquidity and capital resources, as well as on our personnel and administrative capabilities. Risks associated with our development and construction activities include, but are not limited to, the following:

construction costs or delays may exceed original estimates, which could make the development or expansion uneconomical or unprofitable;

sales of Vacation Ownership Interests or other revenue from newly completed facilities may not be sufficient to make the resort or development profitable;

financing may not be available on terms favorable for development of a project, if at all,

financing may not be available on terms favorable for the continued sales of Vacation Ownership Interests, if at all; and

carrying costs, including the cost of capital, may make holding land for future development unsustainable.

We cannot provide assurance that adequate financing for this or other future development projects will be available on terms and conditions favorable to our company, if at all. Our ability to obtain needed financing and to repay any indebtedness at maturity may depend on refinancing or future sales of debt or equity, which may not be available on terms favorable to our company, if at all. Factors that could affect our access to the capital markets, or the cost of such capital, include the following:

condition of the capital markets,

changes in interest rates,

general economic conditions,

the threat of war or terrorist activities,

our voluntary filing under Chapter 11 of the United States Bankruptcy Code

the perception in the capital markets of the vacation ownership industry, our business, and our business prospects,

our results of operations, and

the amount of debt we have outstanding and our financial condition.

The description of the risk factor labeled OUR STOCK IS NOT LISTED ON A PUBLIC EXCHANGE, WHICH MAY NEGATIVELY IMPACT ITS LIQUIDITY AND PRICE which was disclosed in the Company’s Form 10-K for the year ended December 31, 2008 should be revised to read as follows:22

As a result of our filing under Chapter 11 of the United States Bankruptcy Code, trading in our common stock was halted on March 2, 2009 and the stock was delisted from NYSE AMEX on March 13, 2009. Although we sought a market maker to enable our common stock to be quoted on the automated Pink Quote system, we were not successful in doing so. Because our stock is not quoted on an exchange or interdealer quotation system, market transparency is diminished and execution of orders is more difficult, which may negatively impact the price of our stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(CONTINUED)

The description of the risk factor labeled WE MAY NOT SUCCESSFULLY EMERGE FROM CHAPTER 11 which was disclosed in the Company’s Form 10-K for the year ended December 31, 2008 should be revised to read as follows:

On March 2, 2009 we filed a voluntary petition for protection from creditors under Chapter 11 of the United States Bankruptcy Code. We ~~have~~ filed ~~certain~~ certain motions to extend exclusivity and ~~intend~~filed toa ~~file~~Plan aand ~~plan~~Disclosure ofStatement in ~~reorganization~~August on2009 orthat ~~before~~were ~~August~~further ~~31,~~revised ~~2009~~in ~~and~~October ~~seek~~2009. A plan confirmation ofhearing ~~that~~is ~~plan from~~scheduled ~~our~~for ~~creditors~~November 10 and ~~the~~12, ~~court~~2009. There can be no assurance that we will be successful in obtaining plan confirmation or of the effect of such a plan, if confirmed, on the value of the stock. If our plan is not confirmed, we could risk conversion to a Chapter 7 filing or dismissal, which could adversely affect the value of our stock.

There are no other material changes from risk factors as previously disclosed in the Company’s Form 10-K for the year ended December 31, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ~~None~~

None

Item 3.

Defaults Upon Senior Securities

As a result of the Chapter 11 filing, the Company is in default on substantially all of its debt obligations. The Company also did not make its annual dividend payment of $46,788 to Series A Preferred Stock Shareholders.

Item 4. Submission of Matters to a Vote of Security Holders ~~None~~

~~Item~~The 5Plan and Disclosure Statement were submitted to the shareholders in October 2009. 1,720,028 ~~Other~~shares ~~Information~~voted ~~None~~in favor of the Plan, no shareholders voted against the Plan.

Item 65. ~~Exhibits~~Other ~~(i) Exhibits~~Information

None

Item 6.

Exhibits

(i)

Exhibits

Exhibit No.	Description

31	CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED
	PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

32	CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED
	PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused its quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

ILX RESORTS INCORPORATED

(Registrant)

/s/ Joseph P. Martori

Joseph P. Martori

Chief Executive Officer

/s/ Nancy J. Stone

Nancy J. Stone

Vice Chairman & President

/s/ Margaret M. Eardley

Margaret M. Eardley

Executive Vice President & Chief Financial Officer

/s/ Taryn L. Chmielewski

Taryn L. Chmielewski

Vice President & Corporate Controller

Date: As of ~~August 12~~November 9, 2009

Filing Compare · ILX RESORTS INC