Nevada Gold & Casinos (UWN) 8-K Completion of Acquisition or Disposition of Assets

EXHIBIT 99.1

Nevada Gold & Casinos, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of October 28, 2007

ASSETS	As Reported			Pro-forma adjustment			Pro-Forma
Current assets:
Cash and cash equivalents	$	1,584,571		$	2,767,436	(1)	$	4,352,007
Restricted cash		-			13,000,000	(1)		13,000,000
Accounts receivable		83,502			-			83,502
Accounts receivable - affilates		60,006			-			60,006
Prepaid expenses		576,721			-			576,721
Notes receivable - current portion		1,100,000			-			1,100,000
Notes receivable - development projects, current portion		-			-			-
Other current assets		48,468			-			48,468
Total current assets		3,453,268			15,767,436			19,220,704
Investments in unconsolidated affiliates		29,221,049			(24,546,901	) (2)		4,674,148
Investments in unconsolidated affiliates held for sale		347,653			-			347,653
Investments in development projects		398,202			-			398,202
Investments in development projects held for sale		3,437,931			-			3,437,931
Notes receivable		1,100,000			-			1,100,000
Notes receivable - affiliates		3,521,066			-			3,521,066
Notes receivable - development projects, net of current portion		19,370,641			-			19,370,641
Goodwill		5,462,918			-			5,462,918
Property and equipment, net of accumulated depreciation
of $1,683,244 at October 28, 2007		1,777,957			-			1,777,957
Deferred tax asset		-			-			-
Other assets		5,889,636			-			5,889,636
Total assets	$	73,980,321		$	(8,779,465	)	$	65,200,856
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,644,452		$	-		$	1,644,452
Accrued interest payable		670,056			-			670,056
Other accrued liabilities		145,464			-			145,464
Long-term debt, current portion		54,544,141			(54,350,000	) (3)(4)		194,141
Total current liabilities		57,004,113			(54,350,000	)		2,654,113
Long-term debt, net of current portion and discount		17,714			15,550,000	(3)		15,567,714
Deferred income		159,688			-			159,688
Other liabilities		792,551			-			792,551
Total liabilities		57,974,066			(38,800,000	)		19,174,066
Commitments and contingencies		-			-			-
Minority interest		-			-			-
Stockholders' equity:
Common stock, $0.12 par value per share; 25,000,000 shares authorized; 13,935,330
issued and 12,939,130 shares outstanding
at October 28, 2007		1,672,240			-			1,672,240
Additional paid-in capital		18,909,071			-			18,909,071
Retained earnings		5,632,434			30,020,535	(5)		35,652,969
Treasury stock, 996,200 shares at October 28, 2007, at cost		(10,216,950	)		-			(10,216,950	)
Accumulated other comprehensive income (loss)		9,460			-			9,460
Total stockholders' equity		16,006,255			30,020,535			46,026,790
Total liabilities and stockholders' equity	$	73,980,321		$	(8,779,465	)	$	65,200,856

See accompanying notes.

Nevada Gold & Casinos, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

For the Fiscal Year Ended April 29, 2007

ASSETS	As Reported			Pro-forma adjustment			Pro-Forma
Current assets:
Cash and cash equivalents	$	2,803,560		$	823,473	(1)	$	3,627,033
Restricted cash		1,050,000			13,000,000	(1)		14,050,000
Accounts receivable		397,145			-			397,145
Accounts receivable - affilates		124,685			-			124,685
Prepaid expenses		474,933			-			474,933
Notes receivable - development projects, current portion		1,357,904			-			1,357,904
Other current assets		55,055			-			55,055
Total current assets		6,263,282			13,823,473			20,086,755
Investments in unconsolidated affiliates		35,201,419			(22,306,025	) (2)		12,895,394
Investments in unconsolidated affiliates held for sale		400,489			-			400,489
Investments in development projects		323,202			-			323,202
Investments in development projects held for sale		3,914,765			-			3,914,765
Notes receivable - affiliates		3,521,066			-			3,521,066
Notes receivable - development projects, net of current portion		18,012,737			-			18,012,737
Goodwill		5,462,918			-			5,462,918
Property and equipment, net of accumulated depreciation
of $1,281,191 at April 29, 2007		2,063,026			-			2,063,026
Deferred tax asset		-			-			-
Other assets		4,868,442			-			4,868,442
Total assets	$	80,031,346		$	(8,482,552	)	$	71,548,794
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,540,781		$	-		$	1,540,781
Accrued interest payable		21,211			-			21,211
Other accrued liabilities		378,937			-			378,937
Guaranty liabilities		4,610,000			-			4,610,000
Long-term debt, current portion		2,066,518			-			2,066,518
Total current liabilities		8,617,447			-			8,617,447
Long-term debt, net of current portion and discount		55,021,031			(38,800,000	) (4)		16,221,031
Deferred income		8,591			-			8,591
Other liabilities		742,991			-			742,991
Total liabilities		64,390,060			(38,800,000	)		16,972,613
Commitments and contingencies		-			-			-
Minority interest		-			-			-
Stockholders' equity:
Common stock, $0.12 par value per share; 25,000,000 shares authorized, 13,935,330
issued and 12,939,130 shares outstanding
at April 29, 2007		1,672,240			-			1,672,240
Additional paid-in capital		18,484,448			-			18,484,448
Retained earnings		5,694,088			30,317,448	(5)		36,011,536
Treasury stock, 996,200 shares at April 29, 2007, at cost		(10,216,950	)		-			(10,216,950	)
Accumulated other comprehensive income (loss)		7,460			-			7,460
Total stockholders' equity		15,641,286			30,317,448			45,958,734
Total liabilities and stockholders' equity	$	80,031,346		$	(8,482,552	)	$	71,548,794

_________________

The pro forma adjustments footnoted in the unaudited pro forma consolidated balance sheet are explained below:

(1)   Represents the portion of the purchase price proceeds not required for the payment of long-term debt, income taxes and the payment of a deposit on the acquisition of the Horizon Casino Hotel in Vicksburg. Pursuant to an agreement entered into with our principal creditor, restricted cash may only be used for acquisitions.

(2)   Represents the book value of our interest in IC-BH which is being sold.

(3)   Reclass of debt for change of maturity date from September 30, 2008 to June 30, 2010.

(4)   Repayment of our credit facility to release our lender’s lien on collateral pertaining to our interest in IC-BH.

(5)   Represents the net after tax gain on the sale of our ownership interest in IC-BH.

Nevada Gold & Casinos, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

As of October 28, 2007

	As Reported			Pro-forma adjustment			Pro-Forma
Revenues:
Casino	$	3,695,073			-		$	3,695,073
Food and beverage		829,011			-			829,011
Other		69,306			-			69,306
Management fees		40,174			-			40,174
Gross revenues		4,633,564			-			4,633,564
Less promotional allowances		(789,540	)		-			(789,540	)
Net revenues		3,844,024			-			3,844,024
Operating expenses:
Casino		960,185			-			960,185
Food and beverage		405,363			-			405,363
Marketing and administrative		1,500,068			-			1,500,068
Facility		183,621			-			183,621
Corporate expense		2,749,728			-			2,749,728
Legal expenses		439,061			-			439,061
Depreciation and amortization		404,380			-			404,380
Impairment of equity investment		100,000			-			100,000
Other		24,323			-			24,323
Total operating expenses		6,766,729			-			6,766,729
Operating income (loss)		(2,922,705	)		-			(2,922,705	)
Non-operating income (expenses):
Earnings (loss) from unconsolidated affiliates		3,143,468			(3,942,876	) (1)		(799,408	)
Gain on sale of unconsolidated affiliate		1,296,423			41,243,975	(2)		42,540,398
Gain on sale of assets		18,986
Gain on settlement of development project		14,500			-			14,500
Interest income (expense), net		(1,574,410	)		1,647,940	(3)		73,530
Income (loss) before income tax expense		(23,738	)		38,949,039			38,925,301
Income tax expense
Current		37,916			8,928,504			8,966,420
Deferred and change in valuation allowance		-						-
Total income tax expense		37,916			8,928,504			8,966,420
Net income (loss)	$	(61,654	)		30,020,535			29,958,881
Per share information:
Net income (loss) per common share - basic	$	(0.00	)		2.32		$	2.32
Net income (loss) per common share - diluted	$	(0.00	)		2.32		$	2.32
Basic weighted average number of shares outstanding		12,939,130			-			12,939,130
Diluted weighted average number of shares outstanding		12,939,130			-			12,939,130

See accompanying notes.

Nevada Gold & Casinos, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Fiscal Year Ended April 29, 2007

	As Reported			Pro-forma adjustment			Pro-Forma
Revenues:
Casino	$	6,253,491			-		$	6,253,491
Food and beverage		1,295,157			-			1,295,157
Other		153,305			-			153,305
Credit enhancement fee		5,920,125			-			5,920,125
Gross revenues		13,622,078			-			13,622,078
Less promotional allowances		(1,294,458	)		-			(1,294,458	)
Net revenues		12,327,620			-			12,327,620
Operating expenses:
Casino		1,655,837			-			1,655,837
Food and beverage		721,360			-			721,360
Marketing and administrative		3,094,554			-			3,094,554
Facility		323,906			-			323,906
Corporate expense		7,203,198			-			7,203,198
Legal expenses		1,489,967			-			1,489,967
Depreciation and amortization		918,609			-			918,609
Write-off of notes receivable related to Native American gaming projects and other notes receivable		3,235,297			-			3,235,297
Impairment of equity investment		125,000			-			125,000
Write-off of project development cost		495,982			-			495,982
Other		85,296			-			85,296
Total operating expenses		19,349,006			-			19,349,006
Operating income (loss)		(7,021,386	)		-			(7,021,386	)
Non-operating income (expenses):
Earnings (loss) from unconsolidated affiliates		(3,405,539	)		(3,728,960	) (1)		(7,134,499	)
Gain on sale of unconsolidated affiliate		-			42,403,635	(2)		42,403,635
Gain on sale of marketable securities and assets		42,226			-			42,226
Gain on termination of development contract		245,499			-			245,499
Gain on termination of development and loan agreement		10,801,076			-			10,801,076
Interest income (expense), net		(3,553,052	)		3,837,137	(3)		284,085
Minority interest		(4,301,050	)		-			(4,301,050	)
Income (loss) before income tax expense		(7,192,226	)		42,511,812			35,319,586
Income tax expense
Current		170,347			12,194,364			12,364,711
Deferred and change in valuation allowance		1,592,827						1,592,827
Total income tax expense		1,763,174			12,194,364			13,957,538
Net income (loss)	$	(8,955,400	)		30,317,448			21,362,048
Per share information:
Net income (loss) per common share - basic	$	(0.69	)		2.34		$	1.65
Net income (loss) per common share - diluted	$	(0.69	)		2.34		$	1.65
Basic weighted average number of shares outstanding		12,937,222			-			12,937,222
Diluted weighted average number of shares outstanding		12,937,222			-			12,937,222

_______________

The pro forma adjustments footnoted in the unadited pro forma statements of operations are explained below:

(1)   Eliminates the equity in income attributable to our interest to our interest in IC-BH for the period.

(2)   Reflects the pre-tax book gain recognized upon the sale of our ownership interest in IC-BH.

(3)   Eliminates interest paid on the $38,000,000 of long-term debt which was paid at the closing of the sale, and we added estimated interest earned on the investment of the balance of the sale proceeds (at an assumed interest rate of 4% a year).