<PAGE 1>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-KSB

             Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                 for the fiscal year ended December 31, 1999

                     American Gaming & Entertainment, Ltd.
______________________________________________________________________________
                (Name of small business issuer in its charter)

                                   0-19049
                          __________________________
                            Commission file number

           Delaware                             74-2504501
_______________________________      ____________________________________
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
 incorporation or organization)

               51 Beech Road
        Glen Rock, New Jersey 07452                  07452
_________________________________________        ______________
(Address of principal executive offices)           (Zip Code)

                               (201) 447-5360
            ________________________________________________
            (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:   None

Securities registered pursuant to Section 12(g) of the Exchange Act:

      Common Stock ($0.01 par value per share) ("Common Stock")
      _________________________________________________________
                              (Title of Class)

Check whether the Company (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of the Company's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [x]



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The Company's revenues for the fiscal year ended December 31, 1999 were
approximately $11,743,000.

On February 29, 2000 the aggregate market value of the voting stock of the
Company held by non-affiliates of the Company was approximately $595,000.

On February 29, 2000 there were 12,532,102 shares of the Company's Common
Stock outstanding.
          _____________________________________________________

                          Additional Information

For the purpose of calculating the aggregate market value of the Company's
Common Stock held by non-affiliates, it has been assumed that only the
outstanding Common Stock legally or beneficially held by the directors and
executive officers of the Company and the two stockholders indicated in
"Security Ownership" with the largest holdings of the Company's Common Stock
are held by affiliates of the Company. However, this should not be deemed to
constitute an admission that all of such persons are, in fact, affiliates or
that there are no other persons who may be deemed to be affiliates of the
Company.


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                    AMERICAN GAMING & ENTERTAINMENT, LTD.

                       1999 FORM 10-KSB ANNUAL REPORT

                               TABLE OF CONTENTS

                                     PART I

Item 1.     Description of Business .............................. 4

Item 2.     Description of Property ..............................11

Item 3.     Legal Proceedings ....................................11

Item 4.     Submission of  Matters to a Vote of Security Holders .12

                                     PART II

Item 5.     Market for Common Equity and Related
            Stockholder Matters ..................................12

Item 6.     Management's Discussion and Analysis or
            Plan of Operation ....................................15

Item 7.     Financial Statements .................................17

Item 8.     Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure ...............17

                                    PART III

Item 9.     Directors, Executive Officers, Promoters and
            Control Persons; Section 16(a) Beneficial
            Ownership Report Compliance ..........................18

Item 10.    Executive Compensation ...............................19

Item 11.    Security Ownership of Certain Beneficial
            Owners and  Management ...............................21

Item 12.    Certain Relationships and Related Transactions .......24

Item 13.    Exhibits and Reports on Form 8-K .....................26

SIGNATURES .......................................................52



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                                    PART I

Item 1. Description of Business

GENERAL

Prior to 2000, the Company owned equity interests in various properties that,
at the respective times of purchase, the Company anticipated could be utilized
in casino gaming projects. The Company still owns a 4.9% interest in a
riverboat gaming and entertainment complex in Rising Sun, Indiana (the "RSR
Interest"), but has agreed to transfer to Shamrock Holdings Group, Inc.
(collectively with affiliated entities, "Shamrock") all payments,
distributions, dividends and proceeds of any type to which the Company is
entitled pursuant to or in connection with the RSR Interest (see " -
Restructuring"). Shamrock is the Company's majority stockholder and, prior to
the restructuring discussed below, was the Company's primary creditor. The
Company is currently seeking financing from sources independent of Shamrock.
The Company has no present commitments or other alternatives for such
financing.

The Company has conducted its business directly and through wholly-owned
subsidiaries.  The term "Company" as used herein refers to American Gaming &
Entertainment, Ltd. and such subsidiaries unless the context otherwise
requires.  The Company's principal executive offices are located at 51 Beech
Road, Glen Rock, New Jersey 07452; telephone: (201) 447-5360.  The Company was
incorporated in 1988 under the laws of the State of Delaware.

RESTRUCTURING

In accordance with a Letter Agreement dated November 23, 1999 between the
Company and Shamrock (the "Letter Agreement"), the Company agreed to transfer
to Shamrock (a) substantially all of the Company's right, title and interest
under the First Amended Joint Plan of Liquidation (the "Mississippi Plan") for
AMGAM Associates ("AMGAM") and American Gaming and Resorts of Mississippi,
Inc. ("AGRM") and (b) all payments, distributions, dividends and proceeds of
any type to which the Company is entitled pursuant to or in connection with an
Irrevocable Proxy and Consent Agreement (the "Proxy Agreement") relating to
the RSR Interest (collectively, the "Transferred Assets"). On December 16,
1999, the Letter Agreement was approved by the United States Bankruptcy Court
for the Northern District of New York (the "NYBC"), the court in which
Shamrock was a debtor in bankruptcy from June 1998 through February 2000.
However, pursuant to an order (the "Order") by the NYBC dated December 23,
1999, the release by Shamrock of the Company is conditioned upon the Company's
fulfillment of its obligations under the Letter Agreement, and the release of
Mr. J. Douglas Wellington, the President and Chief Executive Officer ("CEO")
of the Company, by Shamrock was effective as of December 23, 1999, except for
his obligations under his employment contract dated as of December 31, 1999
(the "Employment Agreement").


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The Transferred Assets constituted substantially all of the assets of the
Company as of December 16, 1999. The amount of the Transferred Assets reduced
the Company's indebtedness to Shamrock. The Company was to retain cash of
$464,000 as of January 1, 2000, less legal retainers plus accounts payable
incurred in the ordinary course of business to bona fide third parties and
mutually agreed upon by the Company and Shamrock. (As of December 31, 1999,
approximately $376,000 was due from Shamrock from excess cash distributions to
Shamrock, which amount was received in April 2000). Such retained amount
represents the Company's budgeted costs through January 31, 2001. As of
January 31, 2001, after paying any and all outstanding expenses, the Company
will transfer all remaining cash to Shamrock.

In accordance with the Letter Agreement, the Company executed a security
agreement in favor of Shamrock relating to the RSR Interest in exchange for
Shamrock agreeing to forebear from the exercise of any rights or remedies in
respect of all obligations owing by the Company to Shamrock. Prior to December
16, 1999, the Company was indebted to Shamrock in the amount of approximately
$64,315,000.

Pursuant to the Letter Agreement but subject to the Order, Shamrock released
the Company from all debts and liabilities in excess of the amount of the
Transferred Assets, and shall cause the dismissal with prejudice of the
adversary proceeding captioned Richard C. Breeden, Trustee of the Bennett
Funding Group, Inc. et al v. Gamma International, American Gaming &
Entertainment, Ltd. and John Does 1 to 100 (AP 98-70465 A) (United States
Bankruptcy Court for the Northern District of New York).

Subject to the Order, Shamrock has waived all accrued dividends, whether
declared or undeclared, on the Company's Series C Cumulative Preferred Stock
("Series C Stock") and Series D Cumulative Preferred Stock ("Series D Stock").
Although undeclared dividends do not constitute legal obligations of the
Company, the Company accrued for such dividends because, under the terms of
the Series C Stock and the Series D Stock, dividends are cumulative whether or
not declared and the Company was prohibited from paying dividends on,
purchasing or redeeming any of its Series A Preferred Stock ("Series A Stock")
or Common Stock so long as any such cumulated dividends were unpaid. Shamrock
has agreed to waive any future dividends on such preferred stock so long as
Shamrock owns such preferred stock, provided, however, that if the Company
declares any dividends on its Common Stock or redeems any of its Common Stock
or Series A Stock, other than Common Stock or Series A Stock owned by
Shamrock, then the holders of Series C Stock and Series D Stock shall be
entitled to participate in such dividend or redemption on the same basis as if
such Series C Stock and Series D Stock had been converted into Common Stock in
accordance with the terms of such Series C Stock and Series D Stock. All other
provisions of the Series C Stock and Series D Stock shall remain in effect,
including, without limitation, provisions regarding voting and conversion.
Shamrock, as the majority stockholder of the Company and the sole owner of the
Series A Stock, Series C Stock and Series D Stock, has consented to an
amendment to the Company's certificate of incorporation changing the dividend
rights of the Series C Stock and Series D Stock as discussed above. Such
amendment shall become effective twenty days after mailing an information
statement discussing such amendment, among other matters, to the Company's
stockholders.


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In accordance with the Letter Agreement, the Company released Shamrock from
all debts and liabilities and withdrew all claims in the bankruptcy cases of
Shamrock and Bennett Funding Group, Inc. et al. The Company shall endeavor to
find a buyer of its stock and/or remaining assets during the term ending
January 31, 2001.

As a result of the transactions agreed to in the Letter Agreement, the Company
recorded a decrease in assets of approximately $9,915,000 and a decrease in
liabilities of approximately $64,347,000 as of December 16, 1999.
Additionally, net income increased by approximately $51,279,000 and net income
for common stockholders increased by approximately $54,432,000 for the year
ended December 31, 1999.

Mr. Wellington shall continue his employment with the Company through the term
ending January 31, 2001 at an annual compensation of $125,000. At the end of
such term, assuming that there has been no intervening voluntary bankruptcy
filing by the Company without Shamrock's consent and assuming that the
provisions of the Letter Agreement and the Employment Agreement are met, Mr.
Wellington shall be entitled to a severance payment of $125,000 from a reserve
account set aside and controlled by Shamrock. See "Executive Compensation -
Employment Contracts and Termination of Employment."

LIQUIDITY AND CONTINUATION OF BUSINESS

Prior to 1999, the Company had sustained recurring operating losses.  The
Company also has had a history of insufficient liquidity and has been
dependent upon Shamrock for both working capital and project related
financing. The Company had available cash of approximately $86,000 as of
February 29, 2000.

The Company's ability to continue in business is primarily dependent upon its
ability to obtain sufficient funds for its operations. However, the Company
has no current commitments or prospects for additional funds. If the Company
does not receive additional funds prior to January 31, 2001, it would then
need to pursue a formal plan of reorganization or liquidation. A formal plan
of reorganization or liquidation would generally result in the sale of the
Company's assets to satisfy outstanding obligations. There can be no assurance
that if either action is required to be pursued that all such obligations
would be completely satisfied. Further, in the event of either action, it is
unlikely that the stockholders of the Company will recover any of their
investment in the Company.

INVESTMENTS

Indiana. Pursuant to the Proxy Agreement, RSR, LLC ("RSR"), a limited
liability company formed by the Company and a group of non-affiliated
individuals, is currently obligated to purchase the RSR Interest from NBD
Bank, N.A., as trustee ("NBD"), for the benefit of the Company, at an average
appraised fair market value. Additionally, RSR and the Company are currently
obligated to close on the sale of the RSR Interest at the lower of the two
appraisal


<PAGE 7>

amounts, with the balance due upon the completion of an independent third
appraisal. The Company has obtained an appraisal valuing the RSR Interest at
$6 million. The Company understands that RSR has obtained an appraisal that
values the RSR Interest significantly lower.

On September 9, 1999, RSR alleged that the Company and its principal
stockholders fraudulently induced RSR and the other members of RSR
(collectively, the "Remaining Members") to enter into the operating agreement
for RSR and the Proxy Agreement. RSR has offered to release the Company from
such alleged claims in exchange for the RSR Interest and all distributions
received by the Company with respect to the RSR Interest. The Company has
rejected RSR's offer and has filed suit against RSR for damages arising from
RSR's failure to comply with the provisions of the Proxy Agreement and
purchase the RSR Interest (see "Legal Proceedings").

In accordance with the Letter Agreement, the Company has agreed to transfer to
Shamrock all payments, distributions, dividends and proceeds of any type to
which the Company is entitled pursuant to or in connection with the RSR
Interest and the Company and Shamrock  executed a security interest in the RSR
Interest in exchange for Shamrock agreeing to forebear from the exercise of
any rights or remedies in respect of all obligations owing by the Company to
Shamrock (see " - Restructuring").

DISCONTINUED VENTURES

Mississippi. Prior to 1997, an involuntary petition for liquidation under
Chapter 7 of the Code was filed with the United States Bankruptcy Court,
Southern District of Mississippi (the "Mississippi Bankruptcy Court") against
AMGAM, which operated the Gold Shore Casino in Biloxi, Mississippi. The case
was subsequently converted into a reorganization under Chapter 11 of the Code.
Additionally prior to 1997, AGRM, which owned and leased certain property in
Vicksburg, Mississippi, filed a voluntary petition for reorganization under
Chapter 11 of the Code with the Mississippi Bankruptcy Court.

Prior to 1997 and the bankruptcy proceedings of AGRM and AMGAM, the Gold Coast
Barge, on which AMGAM had previously operated the Gold Shore Casino, had been
transferred to the Company from AGRM in exchange for the cancellation of
AGRM's guaranty to the Company of certain unpaid lease obligations of AMGAM to
the Company.

Pursuant to a Charter Agreement (the "Charter Agreement") entered into prior
to 1997 between the Company and President Mississippi Charter Corporation
("PMCC"), PMCC leased the Gold Coast Barge from the Company. PMCC made charter
payments, excluding certain setoffs, through May 1997 totaling approximately
$6,378,000. From such amount, the Company received approximately $6,025,000,
excluding setoffs. The remainder of the payments, and all payments after May
1997, were deposited into an escrow account (the "Escrow Account") for the
benefit of the creditors of AMGAM and AGRM. Effective October 30, 1998, PMCC
and the Company entered into an amendment to the Charter Agreement (the
"Charter Amendment"). Pursuant to the Charter Amendment, among other things,
(i) PMCC paid $4,105,000 (the "Amendment Payments") into the Escrow Account,
(ii) PMCC agreed to pay into the Escrow Account a


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monthly charter payment of $215,000 for the period from December 1, 1998
through April 15, 2000 (and made all such payments through July 31, 1999). On
August 10, 1999, the Company sold the Gold Coast Casino barge to The President
Riverboat Casino-Mississippi, Inc. (the "Purchaser"), an affiliate of PMCC,
for $6,827,500, calculated as $5,000,000 plus all remaining charter payments.
Upon closing the Purchaser paid $1,000,000 into the Escrow Account and
delivered a promissory note in the amount of $5,827,500 to an escrow agent,
who will disburse all amounts paid by the Purchaser pursuant to the
Mississippi Plan.

On July 23, 1999, the Mississippi Bankruptcy Court confirmed the Mississippi
Plan. Pursuant to the Mississippi Plan, the Company's and Shamrock's claims
will be paid from (a) 70% of all escrowed charter payments, including the
Amendment Payments, (b) 72% of the first $3,000,000 of net proceeds from the
sale of the Gold Coast Barge, and (c) 75% of the net proceeds in excess of
$3,000,000 from the sale of the Gold Coast Barge. Additionally, all equity
interests of the Company in AMGAM and AGRM were canceled as of the effective
date of the Mississippi Plan.

In accordance with the Letter Agreement, the Company agreed to transfer to
Shamrock substantially all of the Company's right, title and interest under
the Mississippi Plan (See " - Restructuring" and " - Liquidity and
Continuation of Business").

Nevada. Prior to 1997, pursuant to an agreement between Shamrock and the
Company under which Shamrock provided the necessary funds to the Company to
close the purchase of the Harolds Club casino in Reno, Nevada, the Company
transferred to Shamrock title to the land and the building related to the
Harolds Club. Shamrock assumed responsibility for all carrying costs of the
Harolds Club property including, but not limited to, lease payments under
certain land leases held by the Company related to the Harolds Club, taxes,
insurance and utilities. Such land leases were assigned by the Company to
Shamrock as of September 29, 1998.

On June 25, 1999, Shamrock sold the Harolds Club in Reno, Nevada. All five
land leases held by Shamrock related to the Harolds Club terminated at
closing. The Company was released from all obligations under such leases,
except that the Company agreed to indemnify the five lessors of the Harolds
Club property against any environmental liabilities resulting from intentional
or negligent conduct on the part of the Company.  (The Company is unaware of,
and no claim has been asserted related to, adverse environmental conditions at
Harolds Club resulting from intentional or negligent conduct on the part of
the Company.)  Additionally, lawsuits filed against the Company by the five
lessors of the Harolds Club property and cross-claims filed against the
Company by co-defendants were dismissed upon closing, and any judgments which
were entered have been withdrawn and set aside as if not entered.

Due to certain lease guarantees, the Company had recorded unpaid Harolds Club
lease payments and property taxes from April 1996 through March 1999,
collectively totaling approximately $2,307,000 (the "Unpaid Harolds
Obligations"), as current liabilities. The Company had recorded the amount of
the Unpaid Harolds Club Obligations as a receivable due from Shamrock, but, as
a result of the Company's determination that there was a substantial
likelihood that such amounts would be uncollectible, the Company fully
reserved for such amounts at the same time such


<PAGE 9>

amounts were recorded as a receivable. As a result of the sale of the Harolds
Club, and the consequent release of the Company from all obligations under
such leases and the dismissal of all related lawsuits and cross-claims against
the Company, the Company reversed the Unpaid Harolds Obligations as of June
30, 1999.

Prior to 1997, Shamrock and the Company entered into an agreement pursuant to
which Shamrock agreed, upon the sale of the Harolds Club, to reimburse the
Company for (i) all costs and expenses, in an amount not to exceed $15,000,
incurred by the Company in connection with such sale, (ii) all reasonable
attorneys' fees incurred by the Company in connection with litigation
commenced against, among others, the Company by the five lessors of the
Harolds Club property, and (iii) all reasonable costs and expenses incurred by
the Company in connection with the operation and maintenance of the Harolds
Club. The Company had recorded the amount of such costs and expenses as a
receivable due from Shamrock, but, as a result of the Company's determination
that there was a likelihood that the Harolds Club would not be sold, the
Company fully reserved for such amounts at the same time such amounts were
recorded as a receivable. As a result of the sale of the Harolds Club, the
Company set off such amounts, collectively totaling approximately $524,000 as
of June 30, 1999, against the Company's indebtedness due to Shamrock.

Mobile, Alabama. Prior to 1997, the Company acquired the GM&O Building for
$1,006,000 in cash and subsequently recognized writedowns in the value of such
investment to reflect its fair market value. On March 1, 1999, the Company
sold the GM&O Building in Mobile, Alabama to the City of Mobile for
approximately $423,000. The Company used the net sales proceeds of
approximately $415,000 for working capital purposes.

Prichard, Alabama. Prior to 1997, the Company purchased seven adjoining
parcels of real estate in Prichard, Alabama for a total of approximately
$676,000 for possible development in connection with a casino gaming facility.
On March 27, 1997, the Company sold such parcels to the City of Prichard for
$110,000. The net sales proceeds of approximately $98,000 were used to repay a
portion of a promissory note payable to a former employee of the Company
related to expenses that such employee incurred during his employment with the
Company, which note was secured by such parcels. In addition, the Company had
a lease through July 1997 for another parcel of real estate in Prichard,
Alabama at a rent of approximately $22,000 per year, which lease was not
renewed.

Keno. Prior to 1997, the Company entered into an assignment and transfer
agreement with American Heartland Corporation ("AHC"), and Big Red Keno, Ltd.,
a licensed keno operator in Omaha, Nebraska ("BRK"), pursuant to which: (i)
the Company assigned, and AHC assumed, all of the Company's rights and
obligations under a certain financing agreement with BRK to provide equipment,
services and financing for the operation of a multiple parlor keno game in the
City of Omaha in exchange for a revenue participation equal to 50% of cash net
income of BRK after deduction of certain cash payments by BRK: (ii) the
Company transferred and assigned to AHC all of the Company's right, title and
interest to all of the assets utilized by the Company in the conduct of its
keno gaming activities, including, without limitation, the Company's
computerized keno system and all maintenance and servicing agreements with the
licensed operators for stations and locations at which the Company's


<PAGE 10>

computerized keno system is utilized; (iii) the Company agreed not to compete,
directly or indirectly, with AHC or BRK as a distributor, manufacturer or
maintainer of keno equipment or software, other than in the normal course of
any casino operations of the Company for a period of five years; (iv) AHC paid
the Company $500,000 on March 29, 1996; and (v) AHC issued and delivered its
promissory note to the Company in the principal amount of approximately
$1,112,000 (the "Keno Note"). On September 22, 1998, AHC asserted set offs
against the Keno Note aggregating approximately $198,000. The Company received
principal and interest payments on the Keno Note totaling $850,000 through
December 31, 1998. On January 8, 1999, the Company agreed to the payment of
$300,000 from AHC in full satisfaction of the Keno Note and accordingly
recorded a writedown in the value of the Keno Note in the amount of $165,000.

COMPETITION AND GOVERNMENT REGULATION

To the extent the Company continues to do business in the gaming industry, if
at all, competition and government regulation could have an adverse effect on
the Company's business by increasing competition, by increasing costs, by
making gaming a relatively less attractive activity for its customers as
compared with other competing activities, and by imposing restrictions on the
Company's business activities. To the extent the Company's activities in a
particular jurisdiction are regulated, the Company has complied, or has taken
the appropriate steps to comply, with any applicable regulations.  To the
extent the Company commences gaming operations in other jurisdictions, it will
become subject to the regulatory systems in effect in those jurisdictions.

No material portion of the business of the Company is seasonal. No portion of
the Company's business is subject to termination of contracts or renegotiation
of profits at the election of the government. Compliance with federal, state
and local environmental regulations has not had and is not expected to have a
material effect upon the capital expenditures, earnings (or losses) or
competitive position of the Company. Inflation has not had and is not expected
to have a material effect on the Company's business.

EMPLOYEES
As of February 29, 2000, the Company had 2 employees, consisting of 1
executive officer and 1 office employee.  All of the Company's personnel are
employed full-time. Pursuant to the Letter Agreement, the Company anticipates
that the Company's President and CEO will be the only employee of the Company
as of April 1, 2000.

For additional information concerning the Company and its business and
operations, see "Management's Discussion and Analysis."



<PAGE 11>

Item 2.  Description of Property

Headquarters. The Company's operations are located in Glen Rock, New Jersey.
The property is currently in operative condition and is sufficient for the
Company's current administrative and known operating needs. The property is
leased from the Company's President for $100 per month on a month to month
basis. See "Executive Compensation - Employment Contracts and Termination of
Employment."


Item 3. Legal Proceedings

On September 9, 1999, RSR alleged that the Company and its principal
stockholders fraudulently induced RSR and the Remaining Members to enter into
the operating agreement for RSR and the Proxy Agreement by failing to disclose
the existence or substance of the securities fraud investigation by the
federal government against The Bennett Funding Group, Inc. and Bennett
Management and Development Corp., affiliates of Shamrock Holdings Group, Inc.
RSR has offered to release the Company from such alleged claims in exchange
for the RSR Interest and all distributions received by the Company with
respect to the RSR Interest. The Company has advised RSR that it disclosed
such federal investigation as soon as the Company became aware of such
investigation. The Company has rejected RSR's offer and has filed suit against
RSR in the Superior Court of New Jersey, Law Division, Bergen County for
damages arising from RSR's failure to comply with the provisions of the Proxy
Agreement and purchase the RSR Interest. On November 24, 1999, RSR filed a
notice of removal to transfer the suit to the United States District Court for
the District of New Jersey (the "NJDC") and a notice of motion with the NJDC
seeking dismissal of the suit for lack of jurisdiction over RSR. The Company
has filed an opposition to RSR's motion to dismiss with the NJDC. See
"Description of Business - Investments - Indiana".

In addition to the items set forth above, the Company is involved in other
legal proceedings and claims of various types. While any litigation contains
an element of uncertainty, it is the opinion of management, after consultation
with counsel, that the outcome of each such other proceeding or claim which is
pending or known to be threatened, or all of them combined, can be
successfully defended or resolved. In addition, management is unable, with any
degree of certainty, to predict the outcome, or to estimate the amount of the
liability, if any, that may result from these actions. However, management
believes that none of such other proceedings or claims will have a material
adverse effect on the Company's business or financial condition.


<PAGE 12>

Item 4. Submission Of Matters To A Vote Of Security Holders

Not Applicable. The last annual meeting of stockholders of the Company was
held on October 12, 1995. No meeting of stockholders has been held since such
date and the Company has no present intention of holding a meeting of
stockholders in 2000.


                                PART II

Item 5. Market for Common Equity and Related Stockholder Matters

(a)  Market Information. From 1997 through October 4, 1999, the Common Stock
traded under the symbol "AGEL" on the OTC Bulletin Board. Effective October 4,
1999, the Common Stock has traded under the symbol "AGELE" on the OTC Bulletin
Board. The Company has been informed by the OTC Bulletin Board that the symbol
was changed because the report of the Company's independent public accountants
on the Company's financial statements for the fiscal year ended December 31,
1998 contained a disclaimer of opinion. As a result of such disclaimer, the
OTC Bulletin Board can decide to remove the Common Stock from the OTC Bulletin
Board. In such event, there would be no public trading market for the Common
Stock. The report of the Company's independent public accountants on the
Company's financial statements for the fiscal year ended December 31, 1999
contains an unqualified opinion with a going-concern explanation, but not an
adverse opinion or disclaimer of opinion, and therefore the Company intends to
apply to the OTC Bulletin Board to ensure that the Common Stock is not removed
from the OTC Bulletin Board and to have the symbol reversed to "AGEL".


<PAGE 13>

The following table sets forth, for the calendar periods indicated, the high
and low bid prices (which prices are interdealer prices without retail markup,
markdown or commissions, and may not necessarily represent actual
transactions).

                                                    Bid Price Per Share
                                                  _______________________
Calendar Periods                                    High           Low
                                                  ________       ________
1998
   First Quarter                                 $  0.0313      $  0.0156
   Second Quarter                                   0.0156         0.0156
   Third Quarter                                    0.0156         0.0156
   Fourth Quarter                                   0.0156         0.0156

1999
   First Quarter                                 $  0.1094      $  0.0156
   Second Quarter                                   0.0313         0.0156
   Third Quarter                                    0.0600         0.0200
   Fourth Quarter                                   0.0200         0.0050

2000
   First Quarter (through February 29, 2000)     $  0.1500      $  0.0090

(b)     Holders.  At February 29, 2000, there were approximately 295 holders
of record of the Common Stock.

(c)     Dividends.
        (1)  The Company has never declared or paid any dividends on its
Common Stock.  The Board of Directors presently intends to retain any and all
earnings for use in the Company's business and therefore does not anticipate
paying any cash dividends on the Common Stock in the foreseeable future.

        (2)  The shares of Series A Stock are convertible at the holder's
option into 25 shares of Common Stock per share of Series A Stock and receive
dividends as one class with the Common Stock as if converted into Common
Stock.

        (3)  The Series C Stock has a cumulative dividend rate of 7.5%.  The
terms of the Series C Stock provide that the Company shall not declare or pay
any dividends on the Common Stock or Series A Stock if there are, at such
time, any cumulative accrued but unpaid dividends on the Series C Stock.  The
Series C Stock ranks equally as to dividends with all shares of the Series D
Stock. Pursuant to the Letter Agreement, Shamrock waived all accrued
dividends, whether declared or undeclared, on the Series C Stock. Accordingly,
the Company reversed accrued dividends on the Series C Stock totaling
approximately $1,627,000 as of December 16, 1999. Pursuant to the Letter
Agreement, Shamrock waived any future dividends on the Series C


<PAGE 14>

Stock so long as Shamrock owns such preferred stock, provided, however, that
if the Company declares any dividends on its Common Stock or redeems any of
its Common Stock or Series A Stock, other than Common Stock or Series A Stock
owned by Shamrock, then the holders of Series C Stock shall be entitled to
participate in such dividend or redemption on the same basis as if such Series
C Stock had been converted into Common Stock in accordance with the terms of
such Series C Stock.

        (4)  The Series D Stock has a cumulative dividend rate of 7.5%.  The
terms of the Series D Stock provide that the Company shall not declare or pay
any dividends on the Common Stock or Series A Stock if there are, at such
time, any cumulative accrued but unpaid dividends on the Series D Stock.  The
Series D Stock ranks equally as to dividends with all shares of the Series C
Stock. Pursuant to the Letter Agreement, Shamrock waived all accrued
dividends, whether declared or undeclared, on the Series D Stock. Accordingly,
the Company reversed accrued dividends on the Series D Stock totaling
approximately $1,527,000 as of December 16, 1999. Pursuant to the Letter
Agreement, Shamrock waived any future dividends on the Series D Stock so long
as Shamrock owns such preferred stock, provided, however, that if the Company
declares any dividends on its Common Stock or redeems any of its Common Stock
or Series A Stock, other than Common Stock or Series A Stock owned by
Shamrock, then the holders of Series D Stock shall be entitled to participate
in such dividend or redemption on the same basis as if such Series D Stock had
been converted into Common Stock in accordance with the terms of such Series D
Stock.

        (5)  Shamrock, as the majority stockholder of the Company and the sole
owner of the Series A Stock, Series C Stock and Series D Stock, has consented
to an amendment to the Company's certificate of incorporation changing the
dividend rights of the Series C Stock and Series D Stock as discussed above.
Such amendment shall become effective twenty days after mailing an information
statement discussing such amendment, among other matters, to the Company's
stockholders.

        (6)  The Company's Series E Preferred Stock ("Series E Stock") has no
stated dividend rate.



<PAGE 15>

Item 6.  Management's Discussion and Analysis or Plan of Operation

The following analysis of the results of operations and financial condition of
the Company should be read in conjunction with the Company's financial
statements, including the notes thereto, contained elsewhere in this report.

Results of Operations:  Comparison of the years ended December 31, 1999 and
December 31, 1998

Revenues

As a result of the confirmation of the Mississippi Plan and the dismissal of
an adversary complaint filed by the Official Committee of Unsecured Creditors
of AMGAM Associates challenging the transfer of the Gold Coast Barge from AGRM
to the Company, the Company recognized "Deferred Charter Revenue" of
approximately $11,743,000 as revenue for the year ended December 31, 1999.

The Company has not received any financial statement information or payments
relating to the RSR Interest for the year ended December 31, 1999 and
therefore has not recorded any revenues attributable to the RSR Interest for
the year ended December 31, 1999. For the year ended December 31, 1998, the
Company recorded revenues of approximately $445,000 attributable to the RSR
Interest.

Costs and Expenses

Selling, general and administrative expenses were approximately $910,000 for
the year ended December 31, 1999, representing a decrease of approximately
$723,000 or approximately 44% when compared to the year ended December 31,
1998. Such decrease was primarily due to a decrease of approximately $609,000
related to the Harolds Club in Nevada, which was sold in June 1999, a decrease
in insurance expense of approximately $67,000, a decrease in legal fees of
approximately $40,000 and a decrease in directors fees of approximately
$32,000.

Depreciation and amortization costs were approximately $526,000 for the year
ended December 31, 1999, representing a decrease of approximately $818,000 or
approximately 61% when compared to the year ended December 31, 1998, as a
result of the sale of the Gold Coast Barge in August 1999.

For the year ended December 31, 1999, the Company recorded a reversal of bad
debt expense related to lease expenses of approximately $2,785,000 based on
the sale of the Harolds Club and approximately $7,000 based on a settlement
for management services rendered prior to 1998. The Company also recorded a
reversal of net liabilities for subsidiaries in bankruptcy of approximately
$75,000 based upon the sale of the Gold Coast Barge and the anticipated
distributions under the Mississippi Plan. For the year ended December 31,
1998, the Company recorded a reversal of net liabilities for subsidiaries in
bankruptcy of $781,000 based upon the


<PAGE 16>

anticipated distributions under the then proposed joint plan of liquidation
for AMGAM and AGRM.

For the year ended December 31, 1998, the Company wrote down the value of a
note receivable by approximately $165,000, to reflect the agreement by the
Company to accept the payment of $300,000 from AHC in full satisfaction of the
Keno Note.

Net interest expense for the year ended December 31, 1999 was approximately
$4,410,000, an increase of approximately $1,473,000 or approximately 50%
compared to the year ended December 31, 1998. Interest expense increased
approximately $1,444,000 while interest income decreased approximately $29,000
during the year ended December 31, 1999 compared to the year ended December
31, 1998. Interest expense for the year ended December 31, 1998 included (i)
the reversal of interest expense of approximately $2,120,000 on charter
payments received by the Company that were recorded as indebtedness to
Shamrock, (ii) a reversal of previously recorded interest expense in the
amount of approximately $160,000 on indebtedness due Shamrock on which the
Company has determined no interest was due and (iii) a reversal of previously
recorded interest expense in the amount of approximately $62,000 due to a
refund of such interest pursuant to a legal settlement.

The Company recorded a net gain of approximately $4,098,000 resulting from the
cancellation of indebtedness to Shamrock in exchange for all payments,
distributions, dividends and proceeds of any type to which the Company is
entitled pursuant to or in connection with the Proxy Agreement relating to the
RSR Interest, in accordance with the terms of the Letter Agreement. The
Company valued the RSR Interest, exclusive of distributions being escrowed for
the benefit of the Company, as the average of the appraisal of the value of
the RSR Interest obtained by the Company and the value the Company understands
an appraiser for RSR placed on the RSR Interest. The Company also recorded a
net gain of approximately $48,000 for the year ended December 31, 1999 related
to the sale of the GM&O Building in Mobile, Alabama. Additionally, for the
year ended December 31, 1999, the Company recorded a net gain of approximately
$40,000 as the result of the settlement of a lawsuit brought by the Company
against the purchaser of one of the Company's keno systems. The associated
account receivable had been written off in 1996. No such gains were recorded
for the year ended December 31, 1998.

Pursuant to the Letter Agreement, Shamrock released the Company from all debts
and liabilities in excess of the amount of the Transferred Assets.
Accordingly, the Company recorded an extraordinary item of approximately
$47,181,000 resulting from the extinguishment of indebtedness to Shamrock.

Liquidity and Capital Resources

For a discussion of liquidity and capital resources, see "Description of
Business - Liquidity and Continuation of Business."


<PAGE 17>

Risk Factors; Forward Looking Statements

Management's Discussion and Analysis contains forward-looking statements
regarding the Company's future plans, objectives and expected performance.
These statements are based on assumptions that the Company believes are
reasonable, but are subject to a wide range of risks and uncertainties, and a
number of factors could cause the Company's actual results to differ
materially from those expressed in the forward-looking statements. These
factors include, specifically, the uncertainties related to the Company's
ability to obtain sufficient funds for its operations.

Item 7. Financial Statements

See pages 29 through 51 following Item 13 below.


Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

On June 14, 1999, the Registrant appointed Mintz Rosenfeld & Company LLC as
the Company's independent public accountants and such firm accepted such
appointment effective as of that date. Mintz Rosenfeld & Company LLC had not
been previously engaged by the Company. The Company also notified Deloitte &
Touche LLP that the Company was changing accountants as of such date. The
change of accountants was approved by the Audit Committee of the Board of
Directors of the Company and the Board of Directors of the Company.

The report of Deloitte & Touche LLP on the Company's financial statements for
the fiscal year ended December 31, 1998 contained a disclaimer of opinion
because of the possible material effects of the Company's recurring losses,
negative working capital, available cash, stockholders' deficiency, defaults
under the Company's debt agreements, uncertainties relating to the liquidation
of certain of the Company's subsidiaries, uncertainties relating to the
bankruptcy of, and charges relating to affiliates of, the Company's major
stockholder and creditor. For the fiscal year ended December 31, 1998 and the
subsequent interim period, there were no disagreements with Deloitte & Touche
LLP on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved to the
satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP
to make reference to the matter in its audit report.

Deloitte & Touche LLP has furnished a letter to the Company addressed to the
Securities and Exchange Commission stating that it agrees with the foregoing
statements.


<PAGE 18>

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons; Section
16(a) Beneficial Ownership Compliance Report.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

(a)     Executive Officers and Directors

The executive officers and directors of the Company are as follows:

                                 DIRECTOR
NAME                      AGE   SINCE     POSITION

J. Douglas Wellington     45     1996     President and CEO, General Counsel,
                                          Secretary, Director

The Company's current director serves until the next annual meeting of
stockholders and until his successor is duly elected and qualified.  The
holders of the Series A Preferred Stock are entitled to elect one director to
the Board of Directors, but have not elected a director. Mr. Wellington was
elected to the Board of Directors on April 11, 1996.

J. Douglas Wellington was elected CEO of the Company in September 1996, after
being elected President and Chief Operating Officer in August 1996. Mr.
Wellington joined the Company in 1993. In April 1996, Mr. Wellington was
elected to the Board of Directors. Mr. Wellington was elected Controller
(which position he held until September 1996) and Principal Accounting Officer
in May 1996 and was elected interim President and Chief Operating Officer in
July 1996.

(b)     Significant Employees. None.

(c)     Family Relationships.  None.

(d)     Involvement in Certain Legal Proceedings.  None.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE REPORT

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file an initial report of ownership of such
securities on Form 3 and changes in ownership of such securities on Form 4 or
5 with the Commission.  Such officers, directors and 10% stockholders are
required to furnish the Company with copies of all Section 16(a) forms they
file with the Commission.

Based solely on its review of the copies of such forms received by it, or
written representations from certain such reporting persons that no Form 5's
were required for such persons, the


<PAGE 19>

Company believes that, for the fiscal year ended December 31, 1999, its
officers, directors and 10% stockholders complied with all applicable Section
16(a) filing requirements.


Item 10.  Executive Compensation

The following tables set forth certain information respecting the compensation
awarded to, earned by, or paid to the sole individual serving as the Company's
CEO during 1999. No other individual had a total annual compensation exceeding
$100,000 for the year ended December 31, 1999.



<TABLE>
                                 SUMMARY COMPENSATION TABLE

                                                               Long Term
                                                              Compensation
                Annual Compensation                              Awards
                                               Other Annual    Securities     All Other
Name and Principal   Year    Salary    Bonus   Compensation    Underlying     Compensation
    Position                  ($)       ($)        ($)         Options (#)         ($)
__________________  ____    _______    ______  ____________   _____________   ____________
<S>                         <C>        <C>                                     <C>
J. Douglas          1999    125,000      ___        ___           ___          18,422 (1)
Wellington, CEO     1998    125,000      ___        ___           ___          23,432 (2)
                    1997    125,000    62,500       ___           ___          21,275 (3)

(1)  Consists of $12,022 for accrued vacation and sick time, $6,000 for car allowance and $400
     for home office expenses.
(2)  Consists of $17,432 for accrued vacation and sick time and $6,000 for car allowance.
(3)  Consists of $15,148 for accrued vacation and sick time, $6,000 for car allowance and $127
     for interest on a letter of credit (discussed below).
</TABLE>

<TABLE>
                        AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                             AND FISCAL YEAR-END OPTION VALUES

                                                                                Value of
                                                                              Unexercised in-
                                                            Number of            the-money
                                                        Unexercised Options    Options at FY-
                                                           At FY-End (#)          End ($)
                       Shares Acquired  Value Realized     Exercisable /       Exercisable /
Name                   on Exercise (#)       ($)           Unexercisable       Unexercisable
_____________________  _______________  ______________  __________________    _______________

<S>                          <C>             <C>            <C>                    <C>
J. Douglas Wellington        0               $0             518,750/0              $0/$0
</TABLE>





<PAGE 20>

Compensation of Directors

The Company's non-employee directors were each paid a fee of $4,000 per month
in 1999 as compensation for services as a director. Directors who are employed
by the Company receive no such compensation. Every director is reimbursed for
out-of-pocket expenses incurred in connection with attendance at meetings of
the Board of Directors and other Company business.

Employment Contracts and Termination of Employment

The Company and Mr. Wellington executed an employment agreement dated as of
December 31, 1999 (the "Employment Agreement") in connection with the
execution of the Letter Agreement. The Employment Agreement has a term of
thirteen months, and provides for compensation payable to Mr. Wellington of
$135,417. The Employment Agreement also provides for a severance payment of
$125,000 to be paid to Mr. Wellington from a reserve account set aside and
controlled by Shamrock in the event (a) there is no intervening voluntary
bankruptcy by the Company prior to January 31, 2001 without Shamrock's consent
and the terms and conditions of the Employment Agreement and the Letter
Agreement are satisfied, (b) Mr. Wellington is terminated "without cause", (c)
a "substantial breach" occurs or (d) Mr. Wellington resigns after a "change of
control" (as such terms are defined in the Employment Agreement).

The Employment Agreement supercedes a prior employment agreement dated as of
September 12, 1996 (the "Prior Agreement"). The Prior Agreement provided for
annual compensation payable to Mr. Wellington of $125,000. The Prior Agreement
also provided for (i) a signing bonus of $62,500, which amount was paid to Mr.
Wellington upon execution of the Prior Agreement, (ii) a severance payment of
$250,000 to be paid to Mr. Wellington upon the occurrence of certain events,
(iii) the issuance of an irrevocable letter of credit in the amount of
$62,500, which amount was paid to Mr. Wellington in 1997, (iv) the grant of
options to purchase 350,000 shares of Common Stock, and (v) a car allowance of
$500 per month.

The Company and Mr. Wellington have entered into an expense reimbursement
agreement dated as of September 1, 1999 in connection with Mr. Wellington
using his residence as the executive office of the Company. So long as Mr.
Wellington's residence is used in such manner, the Company will pay Mr.
Wellington $100 per month, provided, however, that if non-Company personnel
use such residence for more than three days in a month, the Company will pay
Mr. Wellington an additional $450 for such month. Additionally, the budget for
the Company through January 2001 under the Letter Agreement provides for a
$500 per month car allowance for Mr. Wellington.



<PAGE 21>

Item 11.   Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of February 29, 2000 with
respect to the only persons or groups known to the Company who may be deemed
to own beneficially more than 5% of the Company's voting securities (i.e.
Common Stock or Series A Preferred Stock).  Unless otherwise noted, each
holder has sole voting and investment power with respect to the shares of the
listed securities.

Title of Class      Name and Address     Amount and Nature    Percent of Class
                    of Beneficial Owner   of Beneficial
                                          Ownership (1)
_______________    ____________________  _________________    ________________

Common Stock       Shamrock Holdings         5,823,019 (2)          41.8%
                   Group, Inc.
                   2 Clinton Square
                   Syracuse, NY  13202

Common Stock       Richard C. Breeden,     325,000,380 (3)          98.0%
                   Trustee
                   C/o Shamrock
                   Holdings Group, Inc.
                   2 Clinton Square
                   Syracuse, NY  13202

Series A Preferred Shamrock Holdings         55,982.61 (4)           100%
Stock              Group, Inc.
                   2 Clinton Square
                   Syracuse, NY  13202

Series A Preferred Richard C. Breeden,       55,982.61 (5)           100%
Stock              Trustee
                   C/o Shamrock Holdings
                   Group, Inc.
                   2 Clinton Square
                   Syracuse, NY  13202


(1)     Based on information supplied by persons listed or as reported on the
most recent Schedule 13D filed by any such persons.  As used in this table,
"beneficial ownership" of securities means the sole or shared power to vote,
or to direct the voting of, such securities, or the sole or shared investment
power with respect to such securities, including the power to dispose of, or
to direct the disposition of, such securities.  In addition, for purposes of
this table, a person is deemed to have "beneficial ownership" of any security
that such person had the right to acquire within 60 days after February 29,
2000 (see "- Changes in Control").

(2)     Includes 1,399,565 shares of Common Stock issuable upon the conversion
of Series A Preferred Stock.


<PAGE 22>

(3)     Includes the 5,823,019 shares of Common Stock beneficially owned by
Shamrock. The Company understands that Mr. Breeden (the "Bennett Funding
Trustee") is sole stockholder and President of Shamrock. Includes,
collectively, 317,677,361 shares of Common Stock issuable upon conversion of
Series C Preferred Stock, Series D Preferred Stock and Series E Preferred
Stock, assuming that those conversions took place on February 29, 2000 and
that the Company amended its Certificate of Incorporation by increasing the
number of authorized shares of Common Stock to 3,000,000,000 shares (see "-
Changes in Control").

(4)     Each share of Series A Preferred Stock is convertible into 25 shares
of Common Stock.

(5)     Includes the 55,982.61 shares of Series A Preferred Stock beneficially
owned by Shamrock. The Company understands that the Bennett Funding Trustee is
sole stockholder and President of Shamrock.




<PAGE 23>

Security Ownership of Management

The following table sets forth information as of February 29, 2000 with
respect to (i) each director, (ii) all individuals serving as the Company's
CEO during 1999, and (iii) all directors and all such executive officers as a
group. Unless otherwise noted, each holder has sole voting and investment
power with respect to the shares of the listed securities. An asterisk (*)
indicates beneficial ownership of less than 1%.

COMMON STOCK

Name and Address                  Amount and Nature of      Percent of Class
of Beneficial Owner               Beneficial Ownership
                                           (1)

J. Douglas Wellington                    518,750                    3.97%

c/o American Gaming &
Entertainment, Ltd.,
51 Beech Road,
Glen Rock, New Jersey,
 07452

Executive Officers and                   518,750                    3.97%
Directors as a group (1
person)

(1)     As used in this table, "beneficial ownership" of securities means the
sole or shared power to vote, or to direct the voting of, such securities,
and/or the sole or shared investment power with respect to such securities
(i.e., the power to dispose of, or to direct the disposition of, such
securities).  In addition, for purposes of this table, a person is deemed to
have "beneficial ownership" of any security which such person had the right to
acquire within 60 days after February 29, 2000.


Changes in Control

Except as described below, the Company knows of no arrangements the operation
of which may at a subsequent date result in a change of control.

Shamrock, of which the Company understands that the Bennett Funding Trustee is
the sole stockholder, owns (i) 5,923,454 shares of Common Stock, (ii) all of
the outstanding Series A Stock, convertible into, and voting as, 1,399,565
shares of Common Stock and (iii) all of the outstanding Series C Stock, Series
D Stock and Series E Stock, convertible as of February 29, 2000 into
317,677,361 shares of Common Stock. The Company does not have a sufficient
number of authorized shares of Common Stock to enable the conversion of all of
the Series C Stock, the Series D Stock and the Series E Stock. On November 11,
1999 the Board of Directors voted to request the stockholders of the Company
to approve an amendment to the Company's Restated Certificate of Incorporation
increasing the number of authorized shares of Common


<PAGE 24>

Stock to 3,000,000,000 shares. Shamrock, as the majority stockholder of the
Company, has consented to such amendment. Such amendment shall become
effective twenty days after mailing an information statement discussing such
amendment, among other matters, to the Company's stockholders.

Assuming that Shamrock converted as of February 29, 2000 that number of shares
of Series C Stock, Series D Stock and Series E Stock convertible into the
total number of the Company's presently authorized but unissued shares of
Common Stock (i.e. 37,467,898 shares), Shamrock would own approximately 86.8%
of the total outstanding shares of Common Stock and approximately 87.1% of the
total voting power represented by the total outstanding voting securities of
the Company. Assuming the Company's stockholders approve the amendment to the
Company's Restated Certificate of Incorporation increasing the number of
authorized shares of Common Stock to 3,000,000,000 shares and Shamrock
converted as of February 29, 2000 all of the shares of the Series C Stock, the
Series D Stock and the Series E Stock (i.e. resulting in a total of
317,677,361 shares of Common Stock being issued to Shamrock as of such date),
Shamrock would own approximately 98.0% of both the total outstanding shares of
Common Stock and the total voting power represented by the total outstanding
voting securities of the Company. As of March 2000, Shamrock has not asserted
any rights it may have against the Company for the Company's failure to
maintain a sufficient number of authorized shares of Common Stock to enable
Shamrock to convert all of the Series C Stock, the Series D Stock and the
Series E Stock.

Item 12.  Certain Relationships and Related Transactions

See "Security Ownership of Certain Beneficial Owners and Management" for those
persons or groups known to the Company who may be deemed to own beneficially
more than 5% of the Company's voting securities (i.e. Common Stock or Series A
Preferred Stock).

See "Description of Business - Investments - Indiana" for a description of
certain relationships and related transactions related to the RSR Interest.

The shares of Series A Stock, all of which outstanding shares are held by
Shamrock, are convertible at the holder's option into 25 shares of Common
Stock per share of Series A Stock, and bear the right to elect, but Shamrock
has not so elected, one director to the Board of Directors. The shares of
Series A Stock otherwise vote, and receive dividends, as one class with the
Common Stock as if converted into Common Stock, are non-redeemable, and do not
accrue or pay dividends or bear any liquidation preference.

The shares of Series C Stock, Series D Stock and Series E Stock, all of which
outstanding shares are held by Shamrock, are senior to all other classes of
the Company's outstanding stock.  Each of the Series C Stock, Series D Stock
and Series E Stock is convertible by the holder thereof into the number of
shares of Common Stock equal to the then-applicable redemption price for each
such Series (as described below) divided by an amount equal to 75% of the
average market price of Common Stock for the ten consecutive business days
prior to the conversion date. Conversion


<PAGE 25>

of each of the Series C Stock, Series D Stock or Series E Stock could result
in significant dilution to the ownership interest of the Company's
stockholders (see "Security Ownership of Certain Beneficial Owners and
Management - Changes in Control").  The Company has the right to redeem all
three series of Preferred Stock at any time. The redemption price for each
share of the three series of Preferred Stock (which price is also used to
determine the conversion price) increases quarterly as follows: (i) for the
Series C Stock, from a redemption price of $1,528.03 per share as of January
1, 2000, $29.17 per share per quarter; (ii) for the Series D Stock, from a
redemption price of $1,473.84 per share as of January 1, 2000, $29.17 per
share per quarter; and (iii) for the Series E Stock, from a redemption price
of $1,361.23 per share as of January 1, 2000, $20.83 per share per quarter.


<PAGE 26>

Item 13.  Exhibits and Reports on Form 8-K.

(a)  Exhibits.

EXHIBIT
  NO.      DESCRIPTION                                            LOCATION
_______    ___________                                          ____________

3.1    Restated Certificate of Incorporation                    (1) Exh. 3.1
3.2    Certificate of Amendment of Restated Certificate of
       Incorporation                                            (2) Exh. 3.3
3.3    Bylaws, as amended                                       (3)
4.1    Specimen Common Stock Certificate                        (3)
10.1   Stock Option Plan                                        (3)(8)
10.2   Employment Agreement dated December 31, 1999 between
       the Company and J. Douglas Wellington                    (3)(8)
10.3   Agreement dated September 1, 1999 between the Company
       and J. Douglas Wellington                                (3)(8)
10.4   Settlement Agreement dated as of August 21, 1998 by and  (4) Exh. 10.12
       between the Company, AMGAM Associates, American Gaming
       and Resorts of Mississippi, Inc., Shamrock Holdings
       Group, Inc., Bennett Management and Development Co.,
       the Official Committee of Unsecured Creditors of AMGAM
       Associates, and the Official Unsecured Creditors
       Committee of American Gaming and Resorts of
       Mississippi, Inc.
10.5   Sale Agreement dated as of July 2, 1999 between The      (5) Exh. 10.27
       President Riverboat Casino-Mississippi, Inc., President
       Casinos, Inc., President Mississippi Charter Corporation,
       the Company, AMGAM Associates, American Gaming & Resorts
       of Mississippi, Inc., the Committee for the Unsecured
       Creditors of AMGAM, the Committee for the Unsecured
       Creditors of AGRM, International Game Technology, Inc.,
       and Shamrock Holdings Group, Inc.
10.6   Irrevocable Proxy and Consent Agreement dated as of      (6) Exh. 10.72
       August 23, 1996 by and between Paul L. Partridge,
       Patrick F. Daly, James A. Everatt, Charles E. Reisert, Jr.,
       Eric C. Jackson, the Company and RSR, LLC
10.7   Trust Agreement dated as of August 23, 1996 by and       (6) Exh. 10.73
       between the Company and NBD Bank, N.A.
10.8   Letter agreement dated October 21, 1998 by and between   (4) Exh. 10.26
       Shamrock Holdings Group, Inc., Bennett Management and
       Development Co., AMGAM Associates, American Gaming and
       Resorts of Mississippi, Inc., and the Company


<PAGE 27>

10.9   Letter Agreement dated November 23, 1999, by and between (7) Exh. 10.28
       Shamrock Holdings Group, Inc., Bennett Funding Group, Inc.,
       American Gaming & Entertainment, Ltd., Emerald Gaming,
       Inc., AMGAM Associates and American Gaming and Resorts
       of Mississippi, Inc.
10.10  Security Agreement dated as of December 16, 1999 made by (3)
       the Company in favor of Shamrock Holdings Group, Inc.
11     Statement re computations of per share earnings          (3)
23.1   Consent of Mintz Rosenfeld & Company LLC                 (3)
23.2   Consent of Deloitte & Touche LLP                         (3)
27     Financial Data Schedule                                  (3)

(1)    This exhibit is incorporated by reference to the Company's Current
       Report on Form 8-K dated June 24, 1994.
(2)    This exhibit is incorporated by reference to the Company's Current
       Report on Form 8-K dated November 30, 1994.
(3)    Enclosed herewith.
(4)    Each of these exhibits is incorporated by reference to the Quarterly
       Report on Form 10-QSB for the period ended September 30, 1998.
(5)    This exhibit is incorporated by reference to the Company's Quarterly
       Report on Form 10-QSB for the period ended June 30, 1999.
(6)    Each of these exhibits is incorporated by reference to the Company's
       Current Report on Form 8-K dated December 15, 1995.
(7)    This exhibit is incorporated by reference to the Company's Current
       Report on Form 8-K dated November 23, 1999.
(8)    Each of these exhibits is a management contract or compensatory plan or
       arrangement required to be filed as an exhibit to this Form 10-KSB.

(b)    Reports on Form 8-K.

The Company filed the following report during the fourth quarter of 1999:

Form 8-K dated November 23, 1999 with respect to the Letter Agreement.



<PAGE 28>

                    American Gaming & Entertainment, Ltd.

                             Form 10-KSB - Item 7

                        List of Financial Statements


The following financial statements are included in Item 7:



Independent Auditors' Reports......................................29 - 30

Consolidated Balance Sheets at December 31, 1999 and 1998 .........31 - 32

Consolidated Statements of Operations for the years ended
     December 31, 1999 and 1998 ...................................33 - 34

Consolidated Statements of Stockholders' Equity (Deficiency) for
     the years ended December 31, 1999 and 1998 ........................35

Consolidated Statements of Cash Flows for the years ended
     December 31, 1999 and 1998 ........................................36

Notes to Consolidated Financial Statements ........................37 - 51



<PAGE 29>

                         INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
American Gaming & Entertainment, Ltd.
Glen Rock, New Jersey

We have audited the accompanying consolidated balance sheet of American Gaming
& Entertainment, Ltd. and subsidiaries as of December 31, 1999, and the
related consolidated statements of operations, stockholders' equity
(deficiency), and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of American
Gaming & Entertainment, Ltd. and subsidiaries as of December 31, 1999, and the
results of their operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As described in Notes 1, 3 and 4,
the Company has had a history of insufficient liquidity and has been dependent
upon its majority stockholder and certain related entities for both working
capital and project related financing. Although the Company has sufficient
funds to operate until January 31, 2001, it has no current commitments or
prospects for additional funds. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.




                                        /s/ MINTZ ROSENFELD & COMPANY LLC
                                        Certified Public Accountants
March 17, 2000
Fairfield, New Jersey


<PAGE 30>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
American Gaming & Entertainment, Ltd.
Glen Rock, New Jersey

We have audited the accompanying consolidated balance sheet of American Gaming
& Entertainment, Ltd. and subsidiaries as of December 31, 1998, and the
related consolidated statement of operations, stockholders' deficiency and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
(or disclaim) an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our report.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company's recurring losses,
negative working capital, stockholders' deficiency, defaults under its debt
agreements, uncertainties relating to the liquidation of its subsidiaries,
uncertainties relating to the bankruptcy of, and charges relating to
affiliates of, its major stockholder and creditor and available cash raise
substantial doubt about the ability of the Company to continue as a going
concern. Management's plans concerning these matters are discussed in Notes 3,
4 and 7. The financial statements do not include any additional adjustments
that might result from the outcome of these uncertainties.

Because of the possible material effects of the uncertainties referred to in
the preceding paragraph, we are unable to express, and we do not express, an
opinion on the financial statements for 1998.


/s/ Deloitte & Touche LLP


Philadelphia, Pennsylvania
April 14, 1999


<PAGE 31>

                  AMERICAN GAMING & ENTERTAINMENT, LTD.
                       CONSOLIDATED BALANCE SHEETS

                                                   December 31,   December 31,
                                                       1999          1998
                                                   ____________   ____________

ASSETS
Current assets
    Cash                                           $    127,000   $    123,000
    Restricted cash - charter payments                        -      4,320,000
    Restricted cash - Rising Sun                              -      1,119,000
    Prepaid expenses                                     58,000         71,000
    Due from stockholder                                376,000              -
    Other current assets                                  7,000        801,000
                                                   ____________   ____________
Total current assets                                    568,000      6,434,000

Casino barge and improvements, subject to lease,
 net of accumulated depreciation of
 $5,243,000 - 1998                                            -      7,350,000

Furniture, fixtures and equipment, net of
 accumulated depreciation
 of $83,000 - 1999 and $79,000 - 1998                     5,000          9,000
                                                   ____________   ____________
                                                   $    573,000   $ 13,793,000
                                                   ============   ============


See Notes to Consolidated Financial Statements


<PAGE 32>

                  AMERICAN GAMING & ENTERTAINMENT, LTD.
                       CONSOLIDATED BALANCE SHEETS


                                                   December 31,   December 31,
                                                       1999          1998
                                                   ____________   ____________

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
  Amounts due to related parties:
    Accrued interest                               $          -   $19,882,000
    Dividends payable                                         -     2,553,000
    Accrual for lease costs                                   -     2,701,000
    Current portion of long term debt                         -    34,592,000
                                                   ____________   ____________
                                                              -    59,728,000

    Accounts payable                                     47,000        86,000
    Accrued payroll and related expenses                  3,000         3,000
    Accrued expenses and other current liabilities       52,000     2,241,000
    Short term portion of estimated net liabilities
     for subsidiaries in bankruptcy                           -     2,070,000
    Deferred charter revenue                                  -    10,238,000
                                                   ____________   ____________
Total current liabilities                               102,000    74,366,000

Long term portion of estimated net liabilities for
  subsidiaries in bankruptcy                                  -     1,640,000
                                                   ____________   ____________
                                                        102,000    76,006,000
                                                   ____________   ____________

Commitments and contingencies

Stockholders' equity (deficiency)
    Preferred stock, 1,000,000 shares authorized:
    Series A preferred stock, par value $.01 per
      share,  55,983 shares issued                        1,000         1,000
    Series C  and D cumulative preferred stock, and
      Series E preferred stock, par value $.01 per
      share, 4,000 shares authorized and issued for
      each series                                    17,136,000    15,869,000
Common stock, par value $.01 per share; 50,000,000
    shares authorized, 12,556,137 shares issued
    (including 24,035 shares held in treasury)          126,000       126,000
Additional paid-in capital                           42,707,000    41,421,000
Cost of shares held in treasury                         (25,000)      (25,000)
Accumulated deficit                                 (59,474,000) (119,605,000)
                                                   ____________   ____________
                                                        471,000   (62,213,000)
                                                   ____________   ____________
                                                   $    573,000   $13,793,000
                                                   ============   ============


See Notes to Consolidated Financial Statements


<PAGE 33>

                   AMERICAN GAMING & ENTERTAINMENT LTD.
                  CONSOLIDATED STATEMENTS OF OPERATIONS

                                                    Years ended December 31,
                                                   ___________________________
                                                       1999          1998
                                                   ____________   ____________

Revenues
    Equity interests in gaming projects            $ 11,743,000   $   445,000
                                                   ____________   ____________
Total revenues                                       11,743,000       445,000
                                                   ____________   ____________

Costs and expenses
    Selling, general and administrative                910,000      1,633,000
    Depreciation and amortization                      526,000      1,344,000
    Reversal of bad debt expense related to
      lease expenses                                (2,792,000)             -
    Reversal of net liabilities for subsidiaries
      in bankruptcy                                    (75,000)      (781,000)
    Writedown of impaired assets                             -        165,000
                                                   ____________   ____________
Total costs and expenses                            (1,431,000)     2,361,000
                                                   ____________   ____________

Operating income (loss)                             13,174,000     (1,916,000)
                                                   ____________   ____________

Other income (expense)
    Interest income                                     66,000         95,000
    Interest expense                                (4,476,000)    (3,032,000)
    Net gain on sale of assets                       4,186,000              -
                                                   ____________   ____________
Total other income (expense)                          (224,000)    (2,937,000)
                                                   ____________   ____________

Net income (loss) before extraordinary item         12,950,000     (4,853,000)

Extraordinary item - extinguishment of debt         47,181,000              -
                                                   ____________   ____________

Net income (loss)                                   60,131,000     (4,853,000)

Dividends and accretion on preferred stock
    Dividends and accretion                         (1,867,000)    (1,867,000)
    Reversal of previously accrued dividends         3,153,000              -
                                                   ____________   ____________
Total dividends and accretion on preferred stock     1,286,000     (1,867,000)
                                                   ____________   ____________

Net income (loss) for common stockholders          $61,417,000    $(6,720,000)
                                                   ===========    ============



See Notes to Consolidated Financial Statements






<PAGE 34>

                    AMERICAN GAMING & ENTERTAINMENT LTD.
                   CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  Years ended December 31,
                                                 _____________________________
                                                      1999          1998
                                                 ______________  _____________

Net income (loss) for common stockholders        $   61,417,000  $ (6,720,000)
                                                 ==============  =============

Basic income (loss) per share:
    Before extraordinary item                    $         1.14  $      (0.54)
    Extraordinary item                                     3.76             -
                                                 ______________  _____________
    Total                                        $         4.90  $      (0.54)
                                                 ==============  =============

Diluted income (loss) per share:
    Before extraordinary item                    $         0.01  $      (0.54)
    Extraordinary item                                     0.02             -
                                                 ______________  _____________
    Total                                        $         0.03  $      (0.54)
                                                 ==============  =============

Shares outstanding:
    Basic weighted average number of common
      shares outstanding                             12,532,102    12,532,102
    Dilutive effect of conversion of preferred
      stock Series A, C, D & E                    1,816,508,248             -
                                                 ______________  _____________
    Diluted weighted average number of common
      shares outstanding                          1,829,040,350    12,532,102
                                                 ==============  =============


See Notes to Consolidated Financial Statements





<PAGE 35>

                    AMERICAN GAMING & ENTERTAINMENT, LTD.
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                                                      1999          1998
                                                 ______________  _____________

Series A Preferred Stock
  Balance at beginning and end of year           $       1,000   $      1,000
                                                 ==============  =============
______________________________________________________________________________

Series C, D & E Preferred Stock
  Balance at beginning of year                   $  15,869,000   $ 14,602,000
  Accretion                                          1,267,000      1,267,000
                                                 ______________  _____________
  Balance at end of year                         $  17,136,000   $ 15,869,000
                                                 ==============  =============
______________________________________________________________________________

Common Stock
  Balance at beginning and end of year           $     126,000   $    126,000
                                                 ==============  =============
______________________________________________________________________________


Additional Paid-In Capital
  Balance at beginning of year                   $  41,421,000   $ 43,288,000
  Accrual of dividends on preferred stock             (600,000)      (600,000)
  Reversal of previously accrued dividends
    on preferred stock                               3,153,000              -
  Accretion of preferred stock                      (1,267,000)    (1,267,000)
                                                 ______________  _____________
  Balance at end of year                         $  42,707,000   $ 41,421,000
                                                 ==============  =============
______________________________________________________________________________


Treasury Stock
  Balance at beginning and end of year                ($25,000)      ($25,000)
                                                 ==============  =============
______________________________________________________________________________


Accumulated Deficit
  Balance at beginning of year                   ($119,605,000) ($114,752,000)
  Net income (loss)                                 60,131,000     (4,853,000)
                                                 ______________  _____________
  Balance at end of year                         ($ 59,474,000) ($119,605,000)
                                                 ==============  =============


See Notes to Consolidated Financial Statements



<PAGE 36>

                    AMERICAN GAMING & ENTERTAINMENT, LTD.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                  Years ended December 31,
                                                      1999          1998
                                                 ______________  _____________
Operating Activities
Net income (loss)                                $   60,131,000  $ (4,853,000)
Adjustments to reconcile net income (loss)
  to net cash used in operating activities:
        Equity interests in gaming projects         (11,743,000)     (445,000)
        Depreciation and amortization                   526,000     1,344,000
        Reversal of bad debt expense related to
          lease expenses                             (2,792,000)            -
        Reversal of net liabilities for
          subsidiaries in bankruptcy                    (75,000)            -
        Interest income from restricted cash            (53,000)      (44,000)
        Accrued interest                              4,476,000     3,094,000
        Net gain on sale of assets                   (4,186,000)            -
        Extraordinary item - extinguishment of debt (47,181,000)            -
        Equity in losses of subsidiaries in
          bankruptcy                                          -      (781,000)
        Writedown of impaired assets                          -       165,000
Other changes in operating assets and liabilities
        Restricted proceeds from sale of barge       (1,562,000)            -
        Restricted cash - charter payments              376,000    (4,320,000)
        Deferred charter revenue                              -     4,320,000
        Other current assets                             60,000       132,000
        Other non-current assets                              -         1,000
        Accounts payable, accrued expenses and
          other current liabilities                     125,000       846,000
                                                 ______________  _____________
             Net cash used in operating activities   (1,898,000)     (541,000)
                                                 ______________  _____________
Investing Activities
Transfer of assets to Shamrock pursuant to
  restructuring                                      14,013,000             -
Due from stockholder                                   (376,000)            -
Proceeds from sale of barge                             723,000             -
Proceeds from disposition of building                   416,000             -
                                                 ______________  _____________
             Net cash provided by investing
               activities                            14,776,000             -
                                                 ______________  _____________

Financing Activities
Reduction of indebtedness to Shamrock               (14,013,000)            -
Proceeds from note receivable - barge                   839,000             -
Proceeds from notes receivable - keno assets            300,000       283,000
                                                 ______________  _____________
             Net cash provided by (used in)
               financing activities                 (12,874,000)      283,000
                                                 ______________  _____________

Increase (decrease) in cash                               4,000      (258,000)
Cash at beginning of year                               123,000       381,000
                                                 ______________  _____________
Cash at end of period                            $      127,000  $    123,000
                                                 ==============  =============

See Notes to Consolidated Financial Statements


<PAGE 37>

AMERICAN GAMING & ENTERTAINMENT, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998

Note 1 - Significant Accounting Policies

Basis of Presentation
The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates continuity of operations, realization
of assets and liquidation of liabilities in the ordinary course of business.
As described in Note 4, prior to 1999 the Company had sustained recurring
operating losses. The Company has also had a history of insufficient liquidity
and has been dependent upon Shamrock Holdings Group, Inc. and certain related
entities (collectively, "Shamrock") for both working capital and project
related financing.

The Company's recurring losses raise substantial doubt about the ability of
the Company to continue as a going concern. Management's plans concerning
these matters are discussed in Notes 3 and 4. The financial statements do not
include any additional adjustments that might result from the outcome of these
uncertainties.

Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
(except as described below) its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated. These financial
statements reflect significant related party transactions which are described
throughout the notes to the consolidated financial statements.

As a result of the bankruptcy proceedings under Chapter 11 of the U.S.
Bankruptcy Code (the "Code") affecting the Company's wholly owned
subsidiaries, AMGAM Associates, a Mississippi partnership ("AMGAM") and
American Gaming and Resorts of Mississippi, Inc., ("AGRM"), AMGAM and AGRM are
not included in the consolidated financial statements for financial reporting
purposes.  The Company followed the equity method of accounting for its
investment in AMGAM and AGRM (see Note 7).

Revenues
Revenues are principally from the charter of the Gold Coast Barge (see Note 7)
and an equity interest in a riverboat gaming entertainment complex (see Note
6).

Property and Equipment
Property and equipment are carried at cost. Depreciation and amortization are
provided over the estimated useful lives of the assets using the straight-line
method based on the following:

              Furniture, fixtures and equipment            3-10 years

              Software                                        5 years


<PAGE 38>

Leased assets at December 31, 1998 consisted of the Gold Coast Barge, net of
accumulated depreciation (see Note 7), calculated on the straight-line method
over a 10 year life.

Income (Loss) For Common Stockholders Per Common Share
Income (loss) per share has been computed in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share." Under
SFAS No. 128, basic income per share is computed based on income applicable to
common stock divided by the weighted average number of common shares
outstanding for the period. Diluted income per share is computed based on
income applicable to common stock divided by the weighted average number of
shares of common stock outstanding during the period after giving effect to
securities considered to be dilutive common stock equivalents.  For the year
ended December 31, 1999, the Company's Series A Preferred Stock, Series C
Cumulative Preferred Stock ("Series C Preferred Stock"), Series D Cumulative
Preferred Stock ("Series D Preferred Stock") and Series E Preferred Stock are
considered to be dilutive common stock equivalents. For the years ended
December 31, 1999 and 1998, Common Stock options and warrants which are
considered to be potential shares of common stock are excluded from the
calculation of diluted loss for common stockholders per common share because
they have an antidilutive effect.

Income Taxes
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes." Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax basis of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse (see Note 12).

Asset Impairment
Long-lived assets are reviewed for impairment on an annual basis in
conjunction with the preparation of the annual budget or when a specific event
indicates that the carrying value of an asset may not be recoverable.
Recoverability is assessed based on estimates of future cash flows   expected
to result from the use and eventual disposition of the asset.  If the sum of
expected undiscounted cash flows is less than the carrying value of the asset,
an impairment loss is recognized. The impairment loss is measured as the
amount by which the carrying amount of the asset exceeds its estimated fair
value (See Note 7).

Fair Market Value of Financial Instruments
The amounts reported in the Consolidated Balance Sheets for cash and cash
equivalents, receivables, and payables approximate fair value.  Because of the
related party nature of the Company's debt, determination of fair value would
be impractical.

Accounting Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of management's estimates and
assumptions.  Management believes the estimates and assumptions used in the
preparation of these consolidated financial statements


<PAGE 39>

are reasonable based upon currently available facts and known circumstances
but recognizes that actual results may differ from those estimates and
assumptions.  Such differences, if any, could have a material impact on the
Company's financial condition, results of operations or liquidity.

Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (the "FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
This statement, which establishes accounting and reporting standards for
derivatives and hedging activities, was to be effective for fiscal years
beginning after June 15, 1999. In June 1999, the FASB issued SFAS No. 137,
which defers the effective date of SFAS No. 133 to fiscal quarters of all
fiscal years beginning after June 15, 2000. Upon the adoption of SFAS No. 133,
all derivatives are required to be recognized in the statement of financial
position as either assets or liabilities and measured at fair value. The
Company is currently evaluating the impact the adoption of SFAS No. 133 will
have on its financial position and results of operations.

Supplemental Cash Flow Information
The Consolidated Statements of Cash Flows exclude the effects of certain
noncash financing activities, as follows:

                                              1999                  1998
                                           ___________          ____________

Dividends on Series C and D Preferred
  Stock                                       $600,000             $600,000
Accretion on Series C, D and E
  Preferred Stock                            1,267,000            1,267,000
Reversal of Previously Accrued
  Dividends on Series C, D and E
  Preferred Stock (see Note 3)               3,153,000                    -

Pursuant to the Letter Agreement (defined below, see Note 3), Shamrock has
waived all accrued dividends, whether declared or undeclared, on the Series C
Preferred Stock and the Series D Preferred Stock. Accordingly, The Company
reversed such accrued dividends for the year ended December 31, 1999. The
Company paid no interest or income taxes (see Note 12) for the years ended
December 31, 1999 and 1998.

Note 2 - Nature of Business

Prior to 2000, the Company owned equity interests in various properties that,
at the respective times of purchase, the Company anticipated could be utilized
in casino gaming projects. The Company still owns a 4.9% interest in a
riverboat gaming and entertainment complex in Rising Sun, Indiana (the "RSR
Interest"), but has agreed to transfer to Shamrock all payments,
distributions, dividends and proceeds of any type to which the Company is
entitled pursuant to or in connection with the RSR Interest (see Notes 3 and
6). Shamrock is the Company's majority stockholder and, prior to the
restructuring discussed in Note 3, was the Company's primary


<PAGE 40>

creditor. The Company is currently seeking financing from sources independent
of Shamrock. The Company has no present commitments or other alternatives for
such financing.

To the extent the Company continues to do business in the gaming industry, if
at all, competition and government regulation could have an adverse effect on
the Company's business by increasing competition, by increasing costs, by
making gaming a relatively less attractive activity for its customers as
compared with other competing activities, and by imposing restrictions on the
Company's business activities. To the extent the Company's activities in a
particular jurisdiction are regulated, the Company has complied, or has taken
the appropriate steps to comply, with any applicable regulations. To the
extent the Company commences gaming operations in other jurisdictions, it will
become subject to the regulatory systems in effect in those jurisdictions.

Note 3 - Restructuring

In accordance with a Letter Agreement dated November 23, 1999 between the
Company and Shamrock (the "Letter Agreement"), the Company agreed to transfer
to Shamrock (a) substantially all of the Company's right, title and interest
under the First Amended Joint Plan of Liquidation (the "Mississippi Plan") for
AMGAM and AGRM and (b) all payments, distributions, dividends and proceeds of
any type to which the Company is entitled pursuant to or in connection with an
Irrevocable Proxy and Consent Agreement (the "Proxy Agreement") relating to
the RSR Interest (collectively, the "Transferred Assets"). On December 16,
1999, the Letter Agreement was approved by the United States Bankruptcy Court
for the Northern District of New York (the "NYBC"), the court in which
Shamrock was a debtor in bankruptcy from June 1998 through February 2000.
However, pursuant to an order (the "Order") by the NYBC dated December 23,
1999, the release by Shamrock of the Company is conditioned upon the Company's
fulfillment of its obligations under the Letter Agreement, and the release of
Mr. J. Douglas Wellington, the President and Chief Executive Officer ("CEO")
of the Company, by Shamrock was effective as of December 23, 1999, except for
his obligations under his employment contract dated as of December 31, 1999
(the "Employment Agreement").

The Transferred Assets constituted substantially all of the assets of the
Company as of December 16, 1999. The amount of the Transferred Assets reduced
the Company's indebtedness to Shamrock. The Company was to retain cash of
$464,000 as of January 1, 2000, less legal retainers plus accounts payable
incurred in the ordinary course of business to bona fide third parties and
mutually agreed upon by the Company and Shamrock (see Note 5). Such retained
amount represents the Company's budgeted costs through January 31, 2001. As of
January 31, 2001, after paying any and all outstanding expenses, the Company
will transfer all remaining cash to Shamrock.

In accordance with the Letter Agreement, the Company executed a security
agreement in favor of Shamrock relating to the RSR Interest in exchange for
Shamrock agreeing to forebear from the exercise of any rights or remedies in
respect of all obligations owing by the Company to Shamrock. Prior to December
16, 1999, the Company was indebted to Shamrock in the amount of approximately
$64,315,000.


<PAGE 41>

Pursuant to the Letter Agreement but subject to the Order, Shamrock released
the Company from all debts and liabilities in excess of the amount of the
Transferred Assets, and shall cause the dismissal with prejudice of the
adversary proceeding captioned Richard C. Breeden, Trustee of the Bennett
Funding Group, Inc. et al v. Gamma International, American Gaming &
Entertainment, Ltd. and John Does 1 to 100 (AP 98-70465 A) (United States
Bankruptcy Court for the Northern District of New York).

Subject to the Order, Shamrock has waived all accrued dividends, whether
declared or undeclared, on the Series C Preferred Stock and the Series D
Preferred Stock. Although undeclared dividends do not constitute legal
obligations of the Company, the Company accrued for such dividends because,
under the terms of the Series C Preferred Stock and the Series D Preferred
Stock, dividends are cumulative whether or not declared and the Company was
prohibited from paying dividends on, purchasing or redeeming any of its Series
A Preferred Stock or Common Stock so long as any such cumulated dividends were
unpaid. Shamrock has agreed to waive any future dividends on such preferred
stock so long as Shamrock owns such preferred stock, provided, however, that
if the Company declares any dividends on its Common Stock or redeems any of
its Common Stock or Series A Preferred Stock, other than Common Stock or
Series A Preferred Stock owned by Shamrock, then the holders of Series C
Preferred Stock and Series D Preferred Stock shall be entitled to participate
in such dividend or redemption on the same basis as if such Series C Stock and
Series D Stock had been converted into Common Stock in accordance with the
terms of such Series C Preferred Stock and Series D Preferred Stock. All other
provisions of the Series C Preferred Stock and Series D Preferred Stock shall
remain in effect, including, without limitation, provisions regarding voting
and conversion. Shamrock, as the majority stockholder of the Company and the
sole owner of the Series A Stock, Series C Stock and Series D Stock, has
consented to an amendment to the Company's certificate of incorporation
changing the dividend rights of the Series C Stock and Series D Stock as
discussed above. Such amendment shall become effective twenty days after
mailing an information statement discussing such amendment, among other
matters, to the Company's stockholders.

In accordance with the Letter Agreement, the Company released Shamrock from
all debts and liabilities and withdrew all claims in the bankruptcy cases of
Shamrock and Bennett Funding Group, Inc. et al. The Company shall endeavor to
find a buyer of its stock and/or remaining assets during the term ending
January 31, 2001.

As a result of the transactions agreed to in the Letter Agreement, the Company
recorded a decrease in assets of approximately $9,915,000 and a decrease in
liabilities of approximately $64,347,000 as of December 16, 1999.
Additionally, net income increased by approximately $51,279,000 and net income
for common stockholders increased by approximately $54,432,000 for the year
ended December 31, 1999.

Mr. Wellington shall continue his employment with the Company through the term
ending January 31, 2001 at an annual compensation of $125,000. At the end of
such term, assuming that


<PAGE 42>

there has been no intervening voluntary bankruptcy filing by the Company
without Shamrock's consent and assuming that the provisions of the Letter
Agreement and the Employment Agreement are met, Mr. Wellington shall be
entitled to a severance payment of $125,000 from a reserve account set aside
and controlled by Shamrock.

Note 4 - Liquidity and Continuation of Business

The Company has sustained recurring operating losses since its inception.  The
Company also has had a history of insufficient liquidity and has been
dependent upon Shamrock for both working capital and project related
financing. The Company had available cash of approximately $127,000 as of
December 31, 1999 (see Note 5).

The Company maintains its cash accounts at a bank located in New Jersey. Total
cash balances are insured by the Federal Deposit Insurance Corporation
("FDIC") up to $100,000 per bank. The Company had cash balances on deposit
with the New Jersey bank at December 31, 1999 that exceeded the balance
insured by the FDIC in the amount of approximately $31,000.

The Company's ability to continue in business is primarily dependent upon its
ability to obtain sufficient funds for its operations. However, the Company
has no current commitments or prospects for additional funds. If the Company
does not receive additional funds prior to January 31, 2001, it would then
need to pursue a formal plan of reorganization or liquidation. A formal plan
of reorganization or liquidation would generally result in the sale of the
Company's assets to satisfy outstanding obligations. There can be no assurance
that if either action is required to be pursued that all such obligations
would be completely satisfied. Further, in the event of either action, it is
unlikely that the stockholders of the Company will recover any of their
investment in the Company.

Note 5 - Due from Stockholder

Pursuant to the Letter Agreement, the Company was to retain cash of $464,000
as of January 1, 2000, less legal retainers plus accounts payable incurred in
the ordinary course of business to bona fide third parties and mutually agreed
upon by the Company and Shamrock (see Note 3). As of December 31, 1999,
approximately $376,000 was due from Shamrock from excess cash distributions to
Shamrock. The Company received such amount in April 2000.

Note 6 - Investment in Gaming Project

Pursuant to the Proxy Agreement, RSR, LLC ("RSR"), a limited liability company
formed by the Company and a group of non-affiliated individuals, is currently
obligated to purchase the RSR Interest from NBD Bank, N.A., as trustee
("NBD"), for the benefit of the Company, at an average appraised fair market
value. Additionally, RSR and the Company are currently obligated to close on
the sale of the RSR Interest at the lower of the two appraisal amounts, with
the balance due upon the completion of an independent third appraisal. The
Company has obtained an appraisal


<PAGE 43>

valuing the RSR Interest at $6 million. The Company understands that RSR has
obtained an appraisal that values the RSR Interest significantly lower.

On September 9, 1999, RSR alleged that the Company and its principal
stockholders fraudulently induced RSR and the other members of RSR
(collectively, the "Remaining Members") to enter into the operating agreement
for RSR and the Proxy Agreement. RSR has offered to release the Company from
such alleged claims in exchange for the RSR Interest and all distributions
received by the Company with respect to the RSR Interest. The Company has
rejected RSR's offer and has filed suit against RSR for damages arising from
RSR's failure to comply with the provisions of the Proxy Agreement and
purchase the RSR Interest (see Note 3).

In accordance with the Letter Agreement, the Company has agreed to transfer to
Shamrock all payments, distributions, dividends and proceeds of any type to
which the Company is entitled pursuant to or in connection with the RSR
Interest and the Company and Shamrock executed a security interest in the RSR
Interest in exchange for Shamrock agreeing to forebear from the exercise of
any rights or remedies in respect of all obligations owing by the Company to
Shamrock (see Note 3).

The Company has not received any financial statement information or payments
relating to the RSR Interest for the year ended December 31, 1999 and
therefore has not recorded any revenues attributable to the RSR Interest for
such period. For the year ended December 31, 1998, the Company recorded
revenues of approximately $445,000 attributable to the RSR Interest.

Note 7 - Discontinued Ventures

Mississippi
Prior to 1998, an involuntary petition for liquidation under Chapter 7 of the
Code was filed with the United States Bankruptcy Court, Southern District of
Mississippi (the "Mississippi Bankruptcy Court") against AMGAM, which operated
the Gold Shore Casino in Biloxi, Mississippi. The case was subsequently
converted into a reorganization under Chapter 11 of the Code. Additionally,
prior to 1998, AGRM, which owned and leased certain property in Vicksburg,
Mississippi, filed a voluntary petition for reorganization under Chapter 11 of
the Code with the Mississippi Bankruptcy Court.

Prior to 1998 and the bankruptcy proceedings of AGRM and AMGAM, the Gold Coast
Barge, on which AMGAM had previously operated the Gold Shore Casino, had been
transferred to the Company from AGRM in exchange for the cancellation of
AGRM's guaranty to the Company of certain unpaid lease obligations of AMGAM to
the Company.

Pursuant to a Charter Agreement (the "Charter Agreement") entered into prior
to 1998 between the Company and President Mississippi Charter Corporation
("PMCC"), PMCC leased the Gold Coast Barge from the Company. Effective October
30, 1998, PMCC and the Company entered into an amendment to the Charter
Agreement (the "Charter Amendment"). Pursuant to the Charter Amendment, among
other things, (i) PMCC paid $4,105,000 (the "Amendment


<PAGE 44>

Payments") into an escrow account (the "Escrow Account") for the benefit of
the creditors of AMGAM and AGRM, (ii) PMCC agreed to pay into the Escrow
Account a monthly charter payment of $215,000 for the period from December 1,
1998 through April 15, 2000 (and made all such payments through July 31,
1999). On August 10, 1999, the Company sold the Gold Coast Casino barge to The
President Riverboat Casino-Mississippi, Inc. (the "Purchaser"), an affiliate
of PMCC, for $6,827,500, calculated as $5,000,000 plus all remaining charter
payments.  Upon closing the Purchaser paid $1,000,000 into the Escrow Account
and delivered a promissory note in the amount of $5,827,500 to an escrow
agent, who will disburse all amounts paid by the Purchaser pursuant to the
Mississippi Plan.

On July 23, 1999, the Mississippi Bankruptcy Court confirmed the Mississippi
Plan. Pursuant to the Mississippi Plan, the Company's and Shamrock's claims
will be paid from (a) 70% of all escrowed charter payments, including the
Amendment Payments, (b) 72% of the first $3,000,000 of net proceeds from the
sale of the Gold Coast Barge, and (c) 75% of the net proceeds in excess of
$3,000,000 from the sale of the Gold Coast Barge. Additionally, all equity
interests of the Company in AMGAM and AGRM were canceled as of the effective
date of the Mississippi Plan.

As a result of the confirmation of the Mississippi Plan, as of July 23, 1999,
the Company set off "Short Term Portion of Estimated Net Liabilities for
Subsidiaries in Bankruptcy", totaling approximately $3,635,000, against the
"Restricted Cash - Mississippi" and "Note Receivable" amounts (totaling
approximately $2,024,000 and $1,611,000, respectively) to be received by
creditors of AMGAM and AGRM other than the Company. Additionally, as a result
of the confirmation of the Mississippi Plan and the dismissal of an adversary
complaint filed by the Official Committee of Unsecured Creditors of AMGAM
Associates challenging the transfer of the Gold Coast Barge from AGRM to the
Company, the Company recognized "Deferred Charter Revenue" of approximately
$11,743,000 as revenue.

In accordance with the Letter Agreement, the Company agreed to transfer to
Shamrock substantially all of the Company's right, title and interest under
the Mississippi Plan (See Note 3).

Harolds Club Casino
Prior to 1998, pursuant to an agreement between Shamrock and the Company under
which Shamrock provided the necessary funds to the Company to close the
purchase of the Harolds Club casino in Reno, Nevada, the Company transferred
to Shamrock title to the land and the building related to the Harolds Club.
Shamrock assumed responsibility for all carrying costs of the Harolds Club
property including, but not limited to, lease payments under certain land
leases held by the Company related to the Harolds Club, taxes, insurance and
utilities. Such land leases were assigned by the Company to Shamrock as of
September 29, 1998.

On June 25, 1999, Shamrock sold the Harolds Club in Reno, Nevada. All five
land leases held by Shamrock related to the Harolds Club terminated at
closing. The Company was released from all obligations under such leases,
except that the Company agreed to indemnify the five lessors of the Harolds
Club property against any environmental liabilities resulting from intentional
or


<PAGE 45>

negligent conduct on the part of the Company.  (The Company is unaware of, and
no claim has been asserted related to, adverse environmental conditions at the
Harolds Club resulting from intentional or negligent conduct on the part of
the Company.)  Additionally, lawsuits filed against the Company by the five
lessors of the Harolds Club property and cross-claims filed against the
Company by co-defendants were dismissed upon closing, and any judgments which
were entered have been withdrawn and set aside as if not entered.

Due to certain lease guarantees, the Company had recorded unpaid Harolds Club
lease payments and property taxes from April 1996 through March 1999,
collectively totaling approximately $2,307,000 (the "Unpaid Harolds
Obligations"), as current liabilities. The Company had recorded the amount of
the Unpaid Harolds Club Obligations as a receivable due from Shamrock, but, as
a result of the Company's determination that there was a substantial
likelihood that such amounts would be uncollectible, the Company fully
reserved for such amounts at the same time such amounts were recorded as a
receivable. As a result of the sale of the Harolds Club, and the consequent
release of the Company from all obligations under such leases and the
dismissal of all related lawsuits and cross-claims against the Company, the
Company reversed the Unpaid Harolds Obligations as of June 30, 1999.

Prior to 1998, Shamrock and the Company entered into an agreement pursuant to
which Shamrock agreed, upon the sale of the Harolds Club, to reimburse the
Company for (i) all costs and expenses, in an amount not to exceed $15,000,
incurred by the Company in connection with such sale, (ii) all reasonable
attorneys' fees incurred by the Company in connection with litigation
commenced against, among others, the Company by the five lessors of the
Harolds Club property, and (iii) all reasonable costs and expenses incurred by
the Company in connection with the operation and maintenance of the Harolds
Club. The Company had recorded the amount of such costs and expenses as a
receivable due from Shamrock, but, as a result of the Company's determination
that there was a likelihood that Harolds Club would not be sold, the Company
fully reserved for such amounts at the same time such amounts were recorded as
a receivable. As a result of the sale of the Harolds Club, the Company set off
such amounts, collectively totaling approximately $524,000 as of June 30,
1999, against the Company's indebtedness due to Shamrock.

GM&O Building
Prior to 1998, the Company acquired the GM&O Building for approximately
$1,006,000 in cash and subsequently recognized writedowns in the value of such
investment to reflect its fair market value. The value of the GM&O Building in
the amount of $375,000 is included in "Other current assets" in the
accompanying Consolidated Balance Sheet at December 31, 1998.

On March 1, 1999, the Company sold the GM&O Building in Mobile, Alabama to the
City of Mobile for approximately $423,000. The Company used the net sales
proceeds of approximately $415,000 for working capital purposes.


<PAGE 46>

Keno
Prior to 1998, the Company entered into an assignment and transfer agreement
with American Heartland Corporation ("AHC") and Big Red Keno, Ltd., a licensed
keno operator in Omaha, Nebraska, pursuant to which the Company transferred
and assigned to AHC all of the Company's right, title and interest to all of
the assets utilized by the Company in the conduct of its keno gaming
activities in exchange for $500,000 in cash and a promissory note to the
Company in the principal amount of approximately $1,112,000 (the "Keno Note").
The Company received principal and interest payments on the Keno Note totaling
approximately $300,000 for each of the years ended December 31, 1998 and 1997,
respectively. On September 22, 1998, AHC asserted set offs against the Keno
Note aggregating approximately $198,000. On January 8, 1999, the Company
agreed to the payment of $300,000 from AHC in full satisfaction of the Keno
Note and accordingly recorded a writedown in the value of the Keno Note in the
amount of $165,000 for the year ended December 31, 1998.

Note 8 - Long Term Debt

In accordance with the Letter Agreement, the Company agreed to transfer the
Transferred Assets to Shamrock. The amount of the Transferred Assets reduced
the Company's indebtedness to Shamrock. Additionally, pursuant to the Letter
Agreement, Shamrock released the Company from all debts and liabilities in
excess of the amount of the Transferred Assets, and waived all accrued
dividends, whether declared or undeclared, on the Series C Preferred Stock and
the Series D Preferred Stock (see Note 3).

At December 31, 1998, debt consisted of approximately $34,592,000 payable to
Shamrock. The Company was delinquent in the payment of interest due on its
obligations to Shamrock and certain related entities and accordingly
classified all of the outstanding debt to Shamrock as current as of December
31, 1998. Additionally, at December 31, 1998, the Company was indebted to
Shamrock for approximately $19,882,000 of accrued interest, approximately
$2,553,000 of accrued dividends (see Note 10) and approximately $2,701,000 in
rent due under a lease for a gaming vessel.

The weighted average rate of interest (stated or accrued) on all outstanding
amounts due to Shamrock as of December 31, 1998 was 13.49%.

Note 9 - Other Transactions with Shamrock

As of December 31, 1999, Shamrock owns 100% of the outstanding shares of the
Company's Series A Preferred Stock and approximately 47.3% of the outstanding
shares of the Common Stock, thereby owning approximately 52.6% of the total
voting power represented by the Company's outstanding voting securities.
Additionally, Shamrock owns all of the outstanding shares of the Series C
Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (see
Note 10).



<PAGE 47>

The Company does not have a sufficient number of authorized shares of Common
Stock to enable the conversion of all of the Series C Preferred Stock, the
Series D Preferred Stock and the Series E Preferred Stock. On November 11,
1999 the Board of Directors voted to request the stockholders of the Company
to approve an amendment to the Company's Restated Certificate of Incorporation
increasing the number of authorized shares of Common Stock to 3,000,000,000
shares. Shamrock, as the majority stockholder of the Company, has consented to
such amendment. Such amendment shall become effective twenty days after
mailing an information statement discussing such amendment, among other
matters, to the Company's stockholders.

Assuming that Shamrock converted as of December 31, 1999 that number of shares
of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred
Stock convertible into the total number of the Company's presently authorized
but unissued shares of Common Stock (i.e. 37,467,898 shares), Shamrock would
own approximately 86.8% of the total outstanding shares of Common Stock and
approximately 87.1% of the total voting power represented by the total
outstanding voting securities of the Company. Assuming the Company's
stockholders approve the amendment to the Company's Restated Certificate of
Incorporation increasing the number of authorized shares of Common Stock to
3,000,000,000 shares and Shamrock converted as of December 31, 1999 that
number of shares of the Series C Preferred Stock, the Series D Preferred Stock
and the Series E Preferred Stock convertible into the total number of the
Company's authorized but unissued shares of Common Stock immediately after
giving effect to such amendment (i.e. resulting in a total of 2,987,467,898
shares of Common Stock being issued to Shamrock as of such date), Shamrock
would own approximately 99.8% of both the total outstanding shares of Common
Stock and the total voting power represented by the total outstanding voting
securities of the Company. As of March 2000, Shamrock has not asserted any
rights it may have against the Company for the Company's failure to maintain a
sufficient number of authorized shares of Common Stock to enable Shamrock to
convert all of the Series C Preferred Stock, the Series D Preferred Stock and
the Series E Preferred Stock.

Note 10 - Stockholders' Equity

The shares of Series A Preferred Stock, all of which outstanding shares are
held by Shamrock, are convertible at the holder's option into 25 shares of
Common Stock per share of Series A Preferred Stock, and bear the right to
elect, but Shamrock has not so elected, one director to the Board of
Directors. The shares of Series A Preferred Stock otherwise vote, and receive
dividends, as one class with the Common Stock as if converted into Common
Stock, are non-redeemable, and do not accrue or pay dividends or bear any
liquidation preference.

The shares of Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred Stock, all of which outstanding shares are held by the Bennett
Trustee, are senior to all other classes of the Company's outstanding stock.
Each of the Series C Preferred Stock, Series D Preferred Stock and Series E
Preferred Stock is convertible by the holder thereof into the number of shares
of Common Stock equal to the then-applicable redemption price for each such
Series (as described below) divided by an amount equal to 75% of the average
market price of Common Stock for the ten consecutive business days prior to
the conversion date. Conversion of each of the Series C


<PAGE 48>

Preferred Stock, Series D Preferred Stock or Series E Preferred Stock could
result in significant dilution to the ownership interest of the Company's
stockholders. The Company has the right to redeem all three series of
Preferred Stock at any time. The redemption price for each share of the three
series of Preferred Stock (which price is also used to determine the
conversion price) increases quarterly as follows: (i) for the Series C
Preferred Stock, from a redemption price of $1,498.86 per share as of December
31, 1999, $29.17 per share per quarter; (ii) for the Series D Preferred Stock,
from a redemption price of $1,444.67 per share as of December 31, 1999, $29.17
per share per quarter; and (iii) for the Series E Preferred Stock, from a
redemption price of $1,340.40 per share as of December 31, 1999, $20.83 per
share per quarter.

The Series C Preferred Stock and the Series D Preferred Stock each have a
current cumulative dividend rate of 7.5%. The Series E Preferred Stock has no
stated dividend rate. However, pursuant to the Letter Agreement, Shamrock has
waived all accrued dividends, whether declared or undeclared, on the Series C
Preferred Stock and the Series D Preferred Stock. Additionally, Shamrock
waived any future dividends on such preferred stock so long as Shamrock owns
such preferred stock, provided, however, that if the Company declares any
dividends on its Common Stock or redeems any of its Common Stock or Series A
Preferred Stock, other than Common Stock or Series A Preferred Stock owned by
Shamrock, then the holders of Series C Preferred Stock and Series D Preferred
Stock shall be entitled to participate in such dividend or redemption on the
same basis as if such Series C Stock and Series D Stock had been converted
into Common Stock in accordance with the terms of such Series C Preferred
Stock and Series D Preferred Stock. Accordingly, the Company reversed accrued
dividends on the Series C Preferred Stock and Series D Preferred Stock
totaling approximately $1,627,000 and approximately $1,527,000, respectively,
as of December 16, 1999.

Shamrock, as the majority stockholder of the Company and the sole owner of the
Series A Stock, Series C Stock and Series D Stock, has consented to an
amendment to the Company's certificate of incorporation changing the dividend
rights of the Series C Stock and Series D Stock as discussed above. Such
amendment shall become effective twenty days after mailing an information
statement discussing such amendment, among other matters, to the Company's
stockholders.

The Company had accrued and declared on the outstanding shares of Series C
Preferred Stock and Series D Preferred Stock, but had not paid as of December
31, 1998, dividends which were due and payable as of December 31, 1994
totaling approximately $152,000 and approximately $152,000, respectively. The
Company had accrued on the outstanding shares of Series C Preferred Stock and
Series D Preferred Stock, but had not declared or paid as of December 31,
1998, dividends from January 1, 1995 through December 31, 1998 totaling
approximately $1,175,000 and approximately $1,075,000, respectively.

Note 11 - Stock Options, Warrants and Other Compensation

The Company maintains a stock option plan (the "Stock Option Plan") for
employees which provides for the issuance of both incentive and nonqualified
stock options to purchase shares of


<PAGE 49>

Common Stock at exercise prices not less than the fair market value of the
Common Stock on the date of grant. These options expire up to ten years from
the date of grant. At December 31, 1999 and 1998 the Company has reserved
5,250,000 shares for the exercise of options granted under the Stock Option
Plan. Transactions related to the Stock Option Plan were as follows:

                                           Weighted                Weighted
                                           Average                 Average
                                1999       Exercise      1998      Exercise
                                           Price Per               Price Per
                             __________   __________   _________   ___________
Options
outstanding at
beginning of year             1,505,406        $3.12   1,505,406        $3.12
Options granted                       -            -           -            -
Options exercised                     -            -           -            -
Options canceled                 74,516       $10.41           -        $3.12
                             __________   __________   _________   ___________
Options
outstanding at end
of year                       1,403,890        $2.74   1,505,406        $3.12
                             ==========   ==========   =========   ===========

At December 31, 1999, all options were exercisable under the Stock Option
Plan. Significant option groups outstanding at December 31, 1999 were as
follows:

                                                  Weighted
                                                   Average      Weighted
                                                Exercise Price   Average
                                                 Per Share of   Remaining
                Options                            Options     Contractual
              Outstanding                        Outstanding     Life of
                  and       Exercise Price          and         Options
Grant Dates   Exercisable       Range           Exercisable   Outstanding
___________   ___________   ______________      ___________   ___________

Pre-1993         317,765     $7.75 to $8.00        $8.00        3 months
    1994         583,125        $2.3125            $2.31        5 years
    1996         530,000    $0.0625 to $0.08       $0.07        7 years
               _________
    Total      1,430,890
               =========

The Company has determined that it will continue to account for employee
stock-based transactions under APB No. 25. Accordingly, no compensation cost
has been recognized for options issued with an exercise price equal to the
market value of the Common Stock at the date of grant. The Company has adopted
the disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation."  SFAS No. 123 defines a fair value method of accounting for
stock options and other equity instruments.  Under the fair value method,


<PAGE 50>

compensation cost is measured at the grant date based on the fair value of the
award and is recognized over the service period, which is usually the vesting
period. The Company believes that had compensation cost been determined based
on the fair value at the grant dates consistent with the provisions of SFAS
No. 123 there would have been no material effect on the Company's net income
(loss) and net income (loss) for common stockholders per common share for the
years ended December 31, 1999 and 1998. No options were granted during the
years ended December 31, 1999 and 1998.

The Company issues warrants on a one for one basis, from time to time, for the
purchase of shares of Common Stock. The exercise prices of the warrants are no
less than the fair market values of the Common Stock on the dates of grant.
The estimated fair market value of the warrants are measured on the date of
grant (measurement date), if any, and accounted for as part of the related
transaction.

Transactions related to stock purchase warrants are summarized and more fully
discussed below:

                                  Exercise Price                Exercise Price
                         1999          Range          1998          Range
                         ____     ______________      ____      ______________
Warrants outstanding
  at beginning
  of year              178,750    $3.00 to $16.25   182,813    $3.00 to $16.25
Warrants expired or
  canceled             178,750    $3.00 to $16.25     4,063          $6.76
                       _______                      _______
Warrants outstanding
  at end of year             -                      178,750    $3.00 to $16.25
                       =======                      =======

No warrants were issued or exercised in 1999 or 1998.

Note 12 - Income Taxes

The partial repayment of debt to Shamrock pursuant to the Letter Agreement,
which for tax purposes will be effective for the year ending December 31,
2000, will be effectuated by the transfer of the Transferred Assets and is a
non-taxable event. Under Section 108 of the Internal Revenue Code of 1986, as
amended, if a company is "insolvent", as the Company is, any forgiveness of
debt will not result in taxable income to the extent of insolvency. In the
instant situation, the release by Shamrock of the remaining debt owed by the
Company to Shamrock, effective for tax purposes for the year ending December
31, 2000, should not result in any taxable gain, although the Company's net
operating loss carryforwards and other tax attributes will be reduced by the
amount of such forgiveness. The Company anticipates that after such repayment
of debt to Shamrock and release of debt by Shamrock, the Company will no
longer have any net operating loss carryforwards. At December 31, 1999, the
Company has net operating loss carryforwards for income tax purposes of
approximately $34,164,000. At


<PAGE 51>

December 31, 1998, the Company had net operating loss carryforwards for income
tax purposes of approximately $52,640,000.

Note 13 - Other Commitments and Contingencies

Leases
Rental expenses under operating leases amounted to approximately $5,000 and
approximately $8,000 in 1999 and 1998, respectively. There are no future
minimum lease payments as of December 31, 1999.

Litigation
On September 9, 1999, RSR alleged that the Company and its principal
stockholders fraudulently induced RSR and the Remaining Members to enter into
the operating agreement for RSR and the Proxy Agreement by failing to disclose
the existence or substance of the securities fraud investigation by the
federal government against The Bennett Funding Group, Inc. and Bennett
Management and Development Corp., affiliates of Shamrock Holdings Group, Inc.
RSR has offered to release the Company from such alleged claims in exchange
for the RSR Interest and all distributions received by the Company with
respect to the RSR Interest. The Company has advised RSR that it disclosed
such federal investigation as soon as the Company became aware of such
investigation. The Company has rejected RSR's offer and has filed suit against
RSR in the Superior Court of New Jersey, Law Division, Bergen County for
damages arising from RSR's failure to comply with the provisions of the Proxy
Agreement and purchase the RSR Interest. On November 24, 1999, RSR filed a
notice of removal to transfer the suit to the United States District Court for
the District of New Jersey (the "NJDC") and a notice of motion with the NJDC
seeking dismissal of the suit for lack of jurisdiction over RSR. The Company
has filed an opposition to RSR's motion to dismiss with the NJDC (see Note 6).

In addition to the items set forth above, the Company is involved in other
legal proceedings and claims of various types.  While any litigation contains
an element of uncertainty, it is the opinion of management, after consultation
with counsel, that the outcome of each such other proceeding or claim which is
pending or known to be threatened, or all of them combined, can be
successfully defended or resolved.  In addition, management is unable, with
any degree of certainty, to predict the outcome, or to estimate the amount of,
the liability, if any, that may result from these actions.  However,
management believes that none of such other proceedings or claims will have a
material adverse effect on the Company's business or financial condition.


<PAGE 52>

SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        American Gaming & Entertainment, Ltd.

Date:           4/4/00                  By:    J. DOUGLAS WELLINGTON
      _________________________             ___________________________
                                             J. Douglas Wellington
                                             President and Chief Executive
                                             Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.

 J. DOUGLAS WELLINGTON       Date:  4/4/00
___________________________________________
J. Douglas Wellington, President and Chief
Executive Officer, General Counsel and
Secretary, Principal Financial Officer and
Principal Accounting Officer and Director


<PAGE 53>

                                EXHIBIT INDEX

EXHIBIT
  NO.      DESCRIPTION                                              PAGE
________   ___________                                              ____

3.1      Restated Certificate of Incorporation                        *
3.2      Certificate of Amendment of Restated Certificate of
         Incorporation                                                *
3.3      Bylaws, as amended                                          55
4.1      Specimen Common Stock Certificate                           65
10.1     Stock Option Plan                                           67
10.2     Employment Agreement dated December 31, 1999 between
         the Company and J. Douglas Wellington                       72
10.3     Agreement dated September 1, 1999 between the Company
         and J. Douglas Wellington                                   81
10.4     Settlement Agreement dated as of August 21, 1998 by and
         between the Company, AMGAM Associates, American Gaming
         and Resorts of Mississippi, Inc., Shamrock Holdings Group,
         Inc., Bennett Management and Development Co., the Official
         Committee of Unsecured Creditors of AMGAM Associates, and
         the Official Unsecured Creditors Committee of American
         Gaming and Resorts of Mississippi, Inc.                      *
10.5     Sale Agreement dated as of July 2, 1999 between The
         President Riverboat Casino-Mississippi, Inc., President
         Casinos, Inc., President Mississippi Charter Corporation,
         the Company, AMGAM Associates, American Gaming & Resorts
         of Mississippi, Inc., the Committee for the Unsecured
         Creditors of AMGAM, the Committee for the Unsecured
         Creditors of AGRM, International Game Technology, Inc.,
         and Shamrock Holdings Group, Inc.                            *
10.6     Irrevocable Proxy and Consent Agreement dated as of
         August 23, 1996 by and between Paul L. Partridge, Patrick
         F. Daly, James A. Everatt, Charles E. Reisert, Jr.,
         Eric C. Jackson, the Company and RSR, LLC                    *
10.7     Trust Agreement dated as of August 23, 1996 by and
         between the Company and NBD Bank, N.A.                       *
10.8     Letter agreement dated October 21, 1998 by and between
         Shamrock Holdings Group, Inc., Bennett Management and
         Development Co., AMGAM Associates, American Gaming and
         Resorts of Mississippi, Inc., and the Company                *


<PAGE 54>

10.9     Letter Agreement dated November 23, 1999, by and between
         Shamrock Holdings Group, Inc., Bennett Funding Group, Inc.,
         American Gaming & Entertainment, Ltd., Emerald Gaming, Inc.,
         AMGAM Associates and American Gaming and Resorts of
         Mississippi, Inc.                                            *
10.10    Security Agreement dated as of December 16, 1999 made by
         the Company in favor of Shamrock Holdings Group, Inc.       82
11       Statement re computations of per share earnings            100
23.1     Consent of Mintz Rosenfeld LLC                             101
23.2     Consent of Deloitte & Touche LLP                           102
27       Financial Data Schedule                                    103

* Incorporated by reference.


10K Edgar final full.doc