As filed with the Securities and Exchange Commission on May 14, 2010

File No. 333-              

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM F-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

ASIA ENTERTAINMENT & RESOURCES LTD.

(Exact Name of Registrant As Specified in Its Charter)

Cayman Islands		7999		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Unit 1004, East Town Building
16 Fenwick Street
Wanchai, Hong Kong
852-2110-9133

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

 

Leong Siak Hung, Chief Executive Officer
Asia Entertainment & Resources Ltd.
Unit 1004, East Town Building
16 Fenwick Street
Wanchai, Hong Kong
852-2110-9133

Noah Scooler, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 818-8800
(212) 818-8881 — Facsimile

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

 

Copy to:

David Alan Miller, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 818-8800
(212) 818-8881 — Facsimile

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

TABLE OF CONTENTS

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered		Amount Being Registered(1)				Proposed Maximum Offering Price per Security(2)				Proposed Maximum Aggregate Offering Price(2)				Amount of Registration Fee
Ordinary Shares(3)			10,660,500 Shares			$	9.25			$	98,609,625			$	7,030.87
Ordinary Shares(4)			1,380,000 Shares			$	9.25			$	12,765,000			$	910.15
Warrants(5)			3,608,000 Warrants			$	1.27			$	4,582,160			$	320.75
Ordinary Shares(6)			3,608,000 Shares			$	9.25			$	33,374,000			$	2,379.57
Ordinary Shares(7)			3,608,000 Shares			$	9.25			$	33,374,000				—	(7)
Ordinary Shares(8)			22,996,000 Shares			$	9.25			$	212,713,000			$	15,166.45
Total										$	395,417,785			$	25,807.79

 

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included in this registration statement is a combined prospectus also relating to registration statement no. 333-147294 previously filed by the registrant on Form S-1 and declared effective August 11, 2008. This registration statement, which is a new registration statement, also constitutes post-effective amendment no. 1 on Form F-1 to registration statement no. 333-147294, and such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(c) of the Securities Act of 1933.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS		SUBJECT TO COMPLETION, MAY 14, 2010

PROSPECTUS

ASIA ENTERTAINMENT & RESOURCES LTD.

38,644,500 Ordinary Shares and 3,608,000 Warrants (for Resale)

16,088,000 Ordinary Shares and 960,000 Warrants (for Issuance)

This prospectus relates to 38,644,500 ordinary shares and 3,608,000 warrants of Asia Entertainment & Resources Ltd., a Cayman Islands exempted company, that may be sold from time to time by the Selling Securityholders set forth in this prospectus under the heading “Selling Securityholders” beginning on page 93. This includes (i) 10,660,500 ordinary shares held by certain of the Selling Securityholders that were issued in connection with our acquisition of Asia Gaming & Resort Limited (“AGRL”), (ii) 1,380,000 ordinary shares (“Founders’ Shares”) held by the persons referred to herein as our “Pre-IPO Shareholders” and the transferees of 38,000 of such Founders’ Shares, (iii) 3,608,000 warrants (“Founders’ Warrants”) purchased by the Pre-IPO Shareholders in a private placement concurrently with our initial public offering (“IPO”) and 3,608,000 ordinary shares underlying the Founders’ Warrants, (iv) 4,210,000 ordinary shares issuable to certain of the Selling Security Holders upon our filing of our Annual Report on Form 20-F for our 2010 fiscal year and (v) 18,786,000 ordinary shares issuable to certain of the Selling Security holders upon achievement of incentive targets for the years 2010 through 2012.

This prospectus also relates to the issuance of (i) 11,040,000 ordinary shares underlying outstanding warrants issued in our IPO pursuant to a prospectus dated August 11, 2008, (ii) 480,000 ordinary shares and 960,000 warrants underlying a unit purchase option issued to the underwriters in our IPO and 960,000 ordinary shares underlying such warrants, and (iii) 3,608,000 ordinary shares underlying the Founders’ Warrants to the extent the Founders’ Warrants are transferred prior to exercise, so that such warrants and unit purchase option may be exercised by their holders.

We will not receive any proceeds from the sale of the securities under this prospectus, although we could receive up to $18,040,000 upon the exercise of all of the Founders’ Warrants, up to $3,168,000 upon the exercise of the unit purchase option issued to the representative of the underwriters of our IPO, up to $4,800,000 upon the exercise of the warrants issuable upon exercise of such unit purchase option and up to $55,200,000 upon the exercise of the warrants issued in our IPO. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes.

The securities are being registered to permit the Selling Securityholders to sell the securities from time to time in the public market at prices determined by the prevailing market prices or in privately negotiated transactions. Information regarding the Selling Securityholders, the amounts of ordinary and warrants shares that may be sold by them and the times and manner in which they may offer and sell the ordinary shares and warrants under this prospectus is provided under the sections entitled “Selling Securityholders” and “Plan of Distribution” in this prospectus. We do not know when or in what amount the Selling Securityholders may offer the securities for sale. The Selling Securityholders may sell any, all or none of the securities offered by this prospectus.

Our ordinary shares and warrants are quoted on the Over-the-Counter Bulletin Board (“OTC BB”) under the symbols AERCF and AERLF, respectively. The closing bid prices of our ordinary shares and warrants quoted on the OTC BB on April , 2010 were $ per share and $ per warrant. You are urged to obtain current market quotations of our ordinary shares and warrants before purchasing any of the shares being offered for sale pursuant to this prospectus.

The Selling Securityholders, and any broker-dealer executing sell orders on behalf of the Selling Securityholders, may be deemed to be “underwriters” within the meaning of the Securities Act of 1933. Commissions received by any broker-dealer may be deemed to be underwriting commissions under the Securities Act of 1933.

INVESTING IN OUR SECURITIES IS HIGHLY RISKY. YOU SHOULD INVEST IN OUR SECURITIES ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. FOR A DISCUSSION OF SOME OF THE RISKS INVOLVED, SEE “RISK FACTORS” BEGINNING ON PAGE 12 OF THIS PROSPECTUS.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is  , 2010.

TABLE OF CONTENTS

This prospectus is not an offer to sell any securities other than the ordinary shares and warrants offered hereby. This prospectus is not an offer to sell securities in any circumstances in which such an offer is unlawful.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

We obtained statistical data, market data and other industry data and forecasts used throughout this prospectus from publicly available information. While we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data, and we do not make any representation as to the accuracy of the information.

ASIA ENTERTAINMENT & RESOURCES LTD.

TABLE OF CONTENTS

		Page
Enforceability of Civil Liabilities			1
Prospectus Summary			2
Selected Financial Data			4
Selected Unaudited Condensed Consolidating Pro Forma Financial Information			9
Risk Factors			12
The Offering			25
Price Range of Securities and Dividends			28
Cautionary Note Regarding Forward-Looking Statements			30
Use of Proceeds			31
Expenses Related to the Offering			31
Capitalization			31
Our History and Business			32
Management’s Discussion and Analysis of Financial Condition and Results of Operations			54
Unaudited Consolidating Pro Forma Financial Information			62
Management			66
Taxation			75
Beneficial Ownership of Securities			81
Shares Eligible for Future Sale			83
Certain Relationships and Related Transactions			86
Description of Securities			89
Selling Securityholders			93
Plan of Distribution			96
Legal Matters			98
Experts			98
Where You Can Find Additional Information			98
Index to Financial Statements			FS-1
Financial Statements			FS-2

ENFORCEABILITY OF CIVIL LIABILITIES

Asia Entertainment & Resources Ltd. is a Cayman Islands exempted company whose executive offices are located outside of the United States in Hong Kong. Most of our directors, officers reside outside the United States. In addition, substantially all of our assets and the assets of most of our directors, officers and experts are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon Asia Entertainment & Resources Ltd. or any of these persons. Asia Entertainment & Resources Ltd. intends to abide by judgments issued in U.S. courts based upon the civil liability provisions of U.S. federal or state securities laws. Notwithstanding, you may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against Asia Entertainment & Resources Ltd. or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws.

Furthermore, there is substantial doubt that the courts of the Cayman Islands or the People’s Republic of China, including Hong Kong, would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. Unless otherwise stated in this prospectus:

The Company

We are a Cayman Islands exempted company incorporated on September 24, 2007 under the name “CS China Acquisition Corp.” Exempted companies are Cayman Islands companies that conduct business outside the Cayman Islands. As an exempted company, we have obtained a tax undertaking from the Cayman Islands government that, for a period of 20 years from the date of the undertaking, exempts us from certain Cayman Islands tax requirements. See the section entitled “Taxation.”

We were incorporated for the purpose of acquiring, through a merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, an operating business, or control of such operating business through contractual arrangements, that had its principal operations located in the People’s Republic of China as well as the Hong Kong Special Administrative Region and the Macau Special Administrative Region. On February 2, 2010, we consummated a business combination pursuant to which we acquired all of the outstanding capital stock of Asia Gaming & Resort Limited (“AGRL”), a Hong Kong corporation incorporated on May 2, 2007. AGRL is an investment holding company of subsidiaries that, through profit interest agreements with affiliated companies known as VIP gaming promoters, are entitled to receive all of the profits of the VIP gaming promoters from VIP gaming rooms operated by them in casinos at major hotels in Macau and, if present plans are effected, on Jeju Island, Republic of Korea. As a result of such acquisition, AGRL is now our direct wholly owned subsidiary and its subsidiaries are our indirect wholly owned subsidiaries. We have no operations other than those of AGRL and its subsidiaries. Prior to the acquisition of AGRL, we had no operating business. At the time of the acquisition, we changed our name to “Asia Entertainment & Resources Ltd.”

Our principal executive offices are located at Unit 1004, East Town Building, 16 Fenwick Street, Wanchai, Hong Kong and our telephone number is 852-2110-9133. The address of our registered office is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and our registered office provider, Maples Corporate Services Limited, is located at the same address.

TABLE OF CONTENTS

THE OFFERING

Risks Factors

In evaluating an investment in our securities, you should carefully read this prospectus and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 12.

TABLE OF CONTENTS

SELECTED FINANCIAL DATA

We are providing the following selected historical financial information and selected historical pro forma financial information to assist you in your analysis of the financial aspects of the acquisition.

The combined balance sheet data of Sang Heng Gaming Promotion Company Limited, Spring Gaming Promotion Company Limited, Iao Pou Gaming Promotion Limited (beginning in June 2009) and Doowell Limited and their predecessors (collectively, the “Promoter Companies”) as of December 31, 2009, December 31, 2008 and December 31, 2007 and combined statements of operations data and cash flow data of the Promoter Companies for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 are derived from the audited combined financial statements of the Promoter Companies, which are included elsewhere in this prospectus.

AGRL’s consolidated balance sheet data as of December 31, 2009, December 31, 2008 and December 31, 2007, consolidated statements of operations data and cash flow data for the years ended December 31, 2009 and December 31, 2008 and for the periods from May 7, 2007 (inception) to December 31, 2007 and May 7, 2007 (inception) to December 31, 2009 (cumulative) are derived from AGRL’s audited consolidated financial statements, which are included elsewhere in this prospectus.

The selected historical combined pro forma balance sheet data of the Promoter Companies and AGRL as of December 31, 2009, 2008, and 2007 and the selected historical combined pro forma statements of operations data and cash flow data for the years ended December 31, 2009, December 31, 2008 and December 31, 2007 are derived from AGRL’s audited consolidated financial statements and from the audited combined financial statements of the Promoter Companies, all of which are included elsewhere in this prospectus.

Our balance sheet data as of December 31, 2009, July 31, 2009 and July 31, 2008 and statements of operations data and cash flow data for the transition period from August 1, 2009 to December 31, 2009 and for the year ended July 31, 2009 and for the periods from September 24, 2007 (inception) through December 31, 2009 (cumulative) and from September 24, 2007 (inception) to July 31, 2008 are derived from our audited financial statements, which are included elsewhere in this prospectus. The unaudited balance sheet data as of December 31, 2008 are derived from unaudited financial statements that do not appear in this prospectus.

The information is only a summary and should be read in conjunction with each of our and AGRL’s and the Promoter Companies’ historical financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this prospectus are not indicative of our future performance or that of AGRL or the Promoter Companies.

TABLE OF CONTENTS

PROMOTER COMPANIES
  
SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION

Statement of Operations Data

		For the Year Ended December 31,
		2009				2008				2007
Revenue from VIP gaming operations		$	60,479,937			$	51,021,223			$	36,247,972
Expenses			44,915,969				30,826,123				22,987,857
Net Income		$	15,563,968			$	20,195,100			$	13,260,115
Other Comprehensive (Loss) Income			(4,399	)			94,387				5,553
Total Comprehensive Income		$	15,559,569			$	20,289,487			$	13,265,668

Balance Sheet Data

		December 31,
		2009				2008				2007
Current Assets		$	4,694,768			$	5,927,902			$	4,873,140
Total Assets		$	4,694,768			$	5,927,902			$	4,873,140
Current Liabilities		$	7,750,365			$	8,546,361			$	1,858,507
Total Liabilities		$	7,750,365			$	8,546,361			$	1,858,507
Owners’ Equity (Deficit)		$	(3,055,597	)		$	(2,618,459	)		$	3,014,633

Cash Flow Data

		For the Year Ended December 31, 2009				For the Year Ended December 31, 2008				For the Year Ended December 31, 2007
Net Cash Provided By Operating Activities		$	19,426,597			$	20,745,444			$	12,194,790
Net Cash Used in Investing Activities		$	—			$	—			$	—
Net Cash Used in Financing Activities		$	(19,868,463	)		$	(20,503,155	)		$	(11,777,725	)
Effect of Foreign Currency Translation Adjustment		$	(4,399	)		$	94,387			$	5,553
Net (Decrease) Increase in Cash and Cash Equivalents		$	(446,265	)		$	336,676			$	422,618

TABLE OF CONTENTS

ASIA GAMING & RESORT LIMITED AND SUBSIDIARIES
(A Corporation in the Development Stage)
  
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

Statement of Operations Data

		Year Ended December 31, 2009				Year Ended December 31, 2008				For the Period from May 7, 2007 (Inception) to December 31, 2007				For the Period from May 7, 2007 (Inception) to December 31, 2009 (Cumulative)
Revenue		$	—			$	—			$	—			$	—
Expenses			18,505				—				11,541				30,046
Net Loss		$	(18,505	)		$	—			$	(11,541	)		$	(30,046	)

Balance Sheet Data

		December 31,
		2009				2008				2007
Current Assets		$	7,734			$	—			$	—
Total Assets		$	7,734			$	—			$	—
Current Liabilities		$	24,957			$	—			$	—
Total Liabilities		$	24,957			$	—			$	—
Total Equity (Deficit)		$	(17,223	)		$	—			$	—

Cash Flow Data

		For the Year Ended December 31, 2009				For the Year Ended December 31, 2008				For the Period from May 7, 2007 (Inception) to December 31, 2007				For the Period from May 7, 2007 (Inception) to December 31, 2009 (Cumulative)
Net Cash Used In Operating Activities		$	(18,505	)		$	—			$	(11,541	)		$	(30,046	)
Net Cash Used In Investing Activities		$	—			$	—			$	—			$	—
Net Cash Provided By Financing Activities		$	26,239			$	—			$	11,541			$	37,780
Effect of Foreign Currency Translation Adjustment		$	—			$	—			$	—			$	—
Net Increase in Cash and Cash Equivalents		$	7,734			$	—			$	—			$	7,734

TABLE OF CONTENTS

AGRL AND PROMOTER COMPANIES
  
SELECTED HISTORICAL COMBINED PRO FORMA FINANCIAL INFORMATION

Statement of Operations Data

		For the Year Ended December 31,
		2009				2008				2007
Revenue from VIP gaming operations		$	60,479,937			$	51,021,223			$	36,247,972
Expenses			44,934,474				30,826,123				22,999,398
Net Income		$	15,545,463			$	20,195,100			$	13,248,574
Other Comprehensive (Loss) Income			(4,399	)			94,387				5,553
Total Comprehensive Income		$	15,541,064			$	20,289,487			$	13,254,127

Balance Sheet Data

		December 31,
		2009				2008				2007
Current Assets		$	4,702,502			$	5,927,902			$	4,873,140
Total Assets		$	4,702,502			$	5,927,902			$	4,873,140
Current Liabilities		$	7,775,322			$	8,546,361			$	1,858,507
Total Liabilities		$	7,775,322			$	8,546,361			$	1,858,507
Owners’ Equity (Deficit)		$	(3,072,820	)		$	(2,618,459	)		$	3,014,633

Cash Flow Data

		For the Year Ended December 31, 2009				For the Year Ended December 31, 2008				For the Year Ended December 31, 2007
Net Cash Provided by Operating Activities		$	19,408,092			$	20,745,444			$	12,183,249
Net Cash Used in Investing Activities		$	—			$	—			$	—
Net Cash Used in Financing Activities		$	(19,842,224	)		$	(20,503,155	)		$	(11,766,184	)
Effect of Foreign Currency Translation Adjustment		$	(4,399	)		$	94,387			$	5,553
Net (Decrease) Increase in Cash and Cash Equivalents		$	(438,531	)		$	336,676			$	422,618

TABLE OF CONTENTS

ASIA ENTERTAINMENT & RESOURCES LIMITED (FORMERLY KNOWN AS
CS CHINA ACQUISITION CORP.)
(A Corporation in the Development Stage)
  
SELECTED HISTORICAL FINANCIAL INFORMATION

Statement of Operations Data

		For the Transition Period from August 1, 2009 to December 31, 2009				Year Ended July 31, 2009				For the Period from September 24, 2007 (Inception) to July 31, 2008				For the Period from September 24, 2007 (Inception) to December 31, 2009 (Cumulative)
		(Audited)				(Audited)				(Audited)				(Audited)
Interest income		$	23,603			$	355,599			$	—			$	379,202
Total expenses			329,071				286,723				26,955				642,749
(Loss) Income before income tax expense			(305,468	)			68,876				(26,955	)			(263,547	)
Income tax expense			—				—				—				—
Net (loss) income for the period		$	(305,468	)		$	68,876			$	(26,955	)		$	(263,547	)

Balance Sheet Data

		December 31,								July 31,
		2009				2008				2009				2008
		(Audited)				(Unaudited)				(Audited)				(Audited)
Total current assets		$	32,940,986			$	33,159,129			$	32,994,338			$	255,673
Total assets		$	32,940,986			$	33,159,129			$	32,994,338			$	255,673
Total current liabilities		$	1,315,925			$	1,164,462			$	1,063,809			$	257,628
Total liabilities		$	1,315,925			$	1,164,462			$	1,063,809			$	257,628
Ordinary shares subject to possible redemption		$	29,891,045			$	13,159,674			$	13,159,674			$	—
Shareholders’ equity (deficit)		$	1,734,016			$	18,834,993			$	18,770,855			$	(1,955	)

Cash Flow Data

		For the Transition Period from August 1, 2009 to December 31, 2009				Year Ended July 31, 2009				For the Period from September 24, 2007 (Inception) to July 31, 2008				For the Period from September 24, 2007 (Inception) to December 31, 2009 (Cumulative)
		(Audited)				(Audited)				(Audited)				(Audited)
Cash flows (used in) provided by operating activities		$	(158,849	)		$	63,170			$	(15,249	)		$	(110,928	)
Cash flows provided by (used in) investing activities			12,207				(32,915,167	)			—				(32,902,960	)
Cash flows provided by financing activities			141,000				32,865,792				16,416				33,023,208
Net (decrease) increase in cash		$	(5,642	)		$	13,795			$	1,167			$	9,320

TABLE OF CONTENTS

SELECTED UNAUDITED CONDENSED CONSOLIDATING PRO FORMA FINANCIAL INFORMATION

The selected unaudited condensed consolidating pro forma financial information has been derived from, and should be read in conjunction with, the unaudited condensed consolidating pro forma financial information included elsewhere in this prospectus.

The acquisition has been accounted for as a “reverse merger” and recapitalization since the former shareholder of AGRL (i) owned a majority of the outstanding ordinary shares of AERL immediately following the completion of the transaction, and (ii) has the significant influence and the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity, and AGRL’s senior management dominates the management of the combined entity immediately following the completion of the transaction in accordance with the provision of Financial Accounting Standards Board Accounting Standards Codification (“FASB-ASC”) topic 805 Business Combinations. AGRL is therefore deemed the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of AGRL. Accordingly, the assets and liabilities and the historical operations that are reflected in the financial statements are those of AGRL and are recorded at the historical cost basis of AGRL. AERL’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of AGRL for all periods after consummation of the acquisition.

The unaudited condensed consolidating pro forma balance sheet as of December 31, 2009 gives pro forma effect to the acquisition as if it had occurred on such date. The unaudited condensed consolidating pro forma statement of operations for the year ended December 31, 2009 gives pro forma effect to the acquisition as if it had occurred on January 1, 2009. The unaudited condensed consolidating pro forma balance sheet is based on the historical financial statements of AGRL, the Promoter Companies and AERL as of December 31, 2009. The unaudited condensed consolidating pro forma statement of operations is based on the historical financial statements of AGRL and the Promoter Companies for the year ended December 31, 2009 included elsewhere in this prospectus and historical financial statements of AERL for the year ended December 31, 2009 that do not appear in this prospectus.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the acquisition, are factually supportable and, in the case of the unaudited pro forma statement of operations data, are expected to have continuing impact on the combined results. The adjustments presented on the unaudited condensed consolidating pro forma financial information have been identified and presented in “Unaudited Consolidating Pro Forma Financial Data” to provide relevant information necessary for an accurate understanding of the combined company effective upon consummation of the acquisition.

This information should be read together with the consolidated financial statements of AGRL and the notes thereto, the combined financial statements of the Promoter Companies and the notes thereto, the financial statements of AERL and the notes thereto, “Unaudited Consolidating Pro Forma Financial Information,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this registration statement.

The unaudited condensed consolidating pro forma financial information is presented for informational purposes only and is subject to a number of uncertainties and assumptions and does not purport to represent what the companies’ actual performance or financial position would have been had the transaction occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any future date or for any future

TABLE OF CONTENTS

AERL, AGRL AND PROMOTER COMPANIES
  
SELECTED UNAUDITED CONDENSED CONSOLIDATING PRO FORMA BALANCE SHEET
December 31, 2009

		Audited Balance Sheet of AERL at December 31, 2009				Audited Consolidated Balance Sheet of AGRL at December 31, 2009				Audited Combined Balance Sheet of Promoter Companies at December 31, 2009				Pro Forma Adjustments				Unaudited Pro Forma Consolidated at December 31, 2009
ASSETS
Current Assets
Total Current Assets		$	32,940,986			$	7,734			$	4,694,768			$	(32,285,187	)		$	5,358,301
Total Assets		$	32,940,986			$	7,734			$	4,694,768			$	(32,285,187	)		$	5,358,301
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Total Current Liabilities		$	1,315,925			$	24,957			$	7,750,365			$	(1,315,925	)		$	7,775,322
Ordinary shares, subject to possible redemption, 5,015,276 shares at redemption value			29,891,045				—				—				(29,891,045	)			—
Shareholders’ Equity (Deficit)
Total Shareholders’ Equity (Deficit)			1,734,016				(17,223	)			(3,055,597	)			(1,078,217	)			(2,417,021	)
Total Liabilities and Shareholders’ Equity (Deficit)		$	32,940,986			$	7,734			$	4,694,768			$	(32,285,187	)		$	5,358,301

TABLE OF CONTENTS

AERL, AGRL AND PROMOTER COMPANIES
  
SELECTED UNAUDITED CONDENSED CONSOLIDATING PRO FORMA
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2009

		Unaudited Statement of Operations of AERL for the Year Ended December 31, 2009				Audited Consolidated Statement of Operations of AGRL for the Year Ended December 31, 2009				Audited Combined Statement of Operations of Promoter Companies for the Year Ended December 31, 2009				Pro Forma Adjustments				Unaudited Pro Forma Consolidated for the Year Ended December 31, 2009
Total Revenues		$	114,309			$	—			$	60,479,937			$	(114,309	)		$	60,479,937
Total Expenses			483,915				18,505				44,915,969				588,000				46,006,389
Net (Loss) Income		$	(369,606	)		$	(18,505	)		$	15,563,968			$	(702,309	)		$	14,473,548
Other Comprehensive (Loss) Income Foreign Currency  – Translation adjustment			—				—				(4,399	)			—				(4,399	)
Total Comprehensive (Loss) Income		$	(369,606	)		$	(18,505	)		$	15,559,569			$	(702,309	)		$	14,469,149
Net Income (Loss) Per Share
Basic		$	(0.05	)		$	(0.00	)										$	0.86
Diluted		$	(0.05	)		$	(0.00	)										$	0.45
Weighted average shares outstanding
Basic			6,900,000				10,000,000								9,856,724				16,756,724
Diluted			6,900,000				10,000,000								25,463,224				32,363,224

TABLE OF CONTENTS

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully the material risks described below, which we believe represent all the material risks related to the offering, together with the other information contained in this prospectus, before making a decision to invest in our securities. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks described below.

Risks Relating to Our Business

AGRL’s business, and hence our business, is entirely dependent upon the operations of AGRL’s VIP gaming promoters, which have limited operating histories and are subject to many uncertainties and contingencies.

AGRL’s sole source of revenue is the funds it receives from the profit interest agreements between its subsidiaries and AGRL’s VIP gaming promoters. The VIP gaming promoters receive their revenues from their promotion of VIP gaming rooms in casinos pursuant to gaming promoter agreements with the concessionaires and sub-concessionaires that operate the casinos. The terms of the gaming promoter agreements between AGRL’s VIP gaming promoters and the concessionaires or sub-concessionaires are usually short term and are tied to the term of the licenses of AGRL’s VIP gaming promoters, which are subject to annual renewal, which cannot be assured. If a VIP gaming promoter’s license is not renewed, AGRL will lose the source of a significant part of its revenues.

The operations of AGRL’s VIP gaming promoters are also subject to the significant business, economic, regulatory and competitive uncertainties and contingencies frequently encountered by businesses in competitive environments, many of which are beyond their control. Although AGRL’s VIP gaming promoters commenced operation in May 2006, there are presently only two operating VIP gaming rooms, which have limited operating histories. If AGRL’s VIP gaming promoters are not able to manage these risks successfully, our business will be materially impacted.

AGRL’s VIP gaming promoters are entirely dependent on their relatively limited number of VIP gaming rooms for all of their cash flow, which subjects AGRL’s VIP gaming promoters to greater risks than a gaming promoter with more VIP gaming rooms. Also, their revenues are subject to significant volatility.

Because AGRL’s VIP gaming promoters’ operations are presently conducted only at two VIP gaming rooms in Macau and the planned operation in Jeju, they are subject to greater risks than a gaming promoter with more VIP gaming rooms at many different geographic locations due to the limited diversification of their business and sources of revenues. Specifically, they are more exposed to local economic and competitive conditions, changes in law, natural disasters, infectious disease outbreaks, and declines in the number of visitors to Macau and Jeju. Any of these factors could adversely affect AGRL’s VIP gaming promoters’ business, financial condition and results of operations.

High-end gaming at VIP gaming rooms is more volatile than other forms of gaming. Also, large wins by one or more gaming patrons could also materially affect results in a given period. As a consequence, VIP room revenues during any specific period may not be indicative of revenues for a full year.

The profitability of AGRL’s VIP gaming promoters’ VIP gaming room operations depends on a variety of factors, some beyond their control.

The gaming industry is characterized by an element of chance. In addition to the element of chance, theoretical win rates and, thus, the profitability of the VIP gaming promoters, are also affected by other factors, including gaming patrons’ skill and experience, the mix of games played, the financial resources of gaming patrons, the spread of table limits, the volume of bets placed by AGRL’s VIP gaming promoters’ gaming patrons and the amount of time gaming patrons spend on gambling. As a result, VIP gaming rooms’ actual win rates (upon which commissions payable to one of AGRL’s VIP gaming promoters are presently based) and rolling chip turnover (upon which commissions payable to the other of AGRL’s VIP gaming promoters are based) may differ greatly over short time periods, such as from quarter to quarter, and could cause their quarterly results to be volatile. These factors, alone or in combination, have the potential to negatively impact the VIP gaming promoters’ win rates and profitability.

TABLE OF CONTENTS

AGRL’s VIP gaming promoters face intense competition in Macau and elsewhere in Asia.

The VIP gaming room business in Macau is highly competitive and AGRL’s VIP gaming promoters expect to encounter increasing competition as casino operators complete and open new projects in the coming years. As of December 31, 2009, AGRL’s VIP gaming promoters’ VIP gaming rooms are located at two of approximately thirty-three casinos of varying sizes in Macau. AGRL’s VIP gaming promoters currently compete with approximately 150 gaming promoters in Macau. Although there is currently less apparent competition in Jeju, such competition is likely to develop.

AGRL’s VIP gaming promoters expect competition in Macau to increase in the near future as multiple additional hotel, casino and entertainment complex projects, which are currently under construction or development, open in 2011. In addition, it is expected that Venetian Macau S.A. would resume construction of and complete Phases 5 and 6 of its Cotai development, which is currently suspended. These projects are expected to include internationally recognized hotels and significant additional gaming space. Any opening of additional casinos and hotels is likely to result in a significant increase in the number of VIP gaming rooms, intensifying competition in Macau’s VIP gaming room gaming business and among VIP gaming promoters.

AGRL’s VIP gaming promoters’ VIP gaming rooms also face current or prospective competition from casinos located elsewhere in Asia, such as Genting Highlands, a major gaming and resort destination located outside of Kuala Lampur, Malaysia, and casinos in the Philippines. Certain countries, including the Republic of Korea, Singapore, Malaysia, Vietnam and Cambodia, have already legalized casino gaming while others, such as Japan, Taiwan and Thailand, may legalize gaming in the future, which could further increase regional competition. One recently-opened large-scale casino in Singapore and another large-scale casino currently under development, also in Singapore, will add further competition in the region. Additional competition is provided from other major gaming centers located around the world, including Australia and Las Vegas, as well as from cruise ships in Asia (many based in Hong Kong) that offer gaming.

The profits assigned to the subsidiaries under the profit interest agreements depend on AGRL’s VIP gaming promoters’ gaming volumes and revenues.

The profits to be assigned under the profit interest agreements depend on AGRL’s VIP gaming promoters’ gaming volumes and revenues. If AGRL’s VIP gaming promoters cease to be committed to the gaming promotion business or cease to be appointed as VIP gaming promoters by the concessionaires or sub-concessionaires, their gaming volumes and revenues would be affected. AGRL’s VIP gaming promoters’ business, financial condition and results of operations, and thereby the profit to be assigned to the AGRL subsidiaries, may be materially reduced.

AGRL’s VIP gaming promoters’ business is dependent upon relationships with third parties. It must maintain satisfactory relationships with those parties and the third parties, in turn, must maintain the relationships that are required for their businesses. These third parties include:

Casino Operators.  AGRL’s VIP gaming promoters are dependent upon the casinos where they have operations. The concessionaires and sub-concessionaires that operate casinos are licensed by the government agencies having jurisdiction in the areas where they are located. The failure of a casino in which a VIP gaming promoter has operations, because of the failure of the casino operator to maintain its license or to continue in business due to financial failure or otherwise, would curtail or close the operation of the VIP gaming promoter in that casino, which could have a material adverse effect upon our business.

Junket Agents and Collaborators.  Virtually all of AGRL’s VIP gaming promoters’ revenues are generated by gaming patrons introduced to them by junket agents and collaborators. With the rise in gaming in Macau, the competition for services provided by junket agents and collaborators has increased. AGRL’s VIP gaming promoters anticipate that this competition will further intensify as additional casinos are developed and open in Macau in the near future. While they believe that they currently maintain good relationships with their existing junket agents and collaborators, there can be no assurance that these good relationships will continue in the future. If they are unable to maintain, or develop additional, successful relationships with reputable junket agents and collaborators or lose a significant number of their junket agents and collaborators to competitors, their ability to maintain or grow their revenues will be hampered and they will have to seek alternative ways of developing relationships with VIP gaming patrons.

TABLE OF CONTENTS

Junket agents and collaborators often provide credit for gaming patrons and the global financial crisis may have limited their financial resources. Therefore, their ability to offer credit to patrons may be affected, resulting in decreased gaming volume at their VIP gaming rooms. Further, credit already extended by the junket agents and collaborators to their gaming patrons may become increasingly difficult for them to collect. This inability to grant credit and collect amounts due can negatively affect the operations of the junket agents and collaborators at the VIP gaming rooms and, as a result, their operations of the VIP gaming promoters could also be adversely impacted.

Gaming Patrons.  If the junket agents and collaborators with whom AGRL’s VIP gaming promoters have relationships are unable to develop or maintain relationships with a sufficient number of VIP gaming patrons, the ability of the VIP gaming promoters to maintain or increase their revenues will be hampered.

Management and Service Providers.  AGRL’s VIP gaming promoters currently obtain certain services from outsiders, including corporate support services, marketing services and personnel supply services. A termination of these services could cause disruption of their business and could increase future costs for such services. If, in the future, the service providers choose not to provide such services on terms acceptable to the VIP gaming promoters, the VIP gaming promoters will have to seek alternative means of securing comparable services, which may be on terms that are not as favorable as the current terms.

Key Personnel.  AGRL’s VIP gaming promoters’ ability to maintain their competitive position is dependent to a large degree on the efforts, skills and continued service of Mr. Lam Man Pou and other key management and operating personnel such as Mr. Vong Hon Kun. The loss of key management and operating personnel would likely have a material adverse effect on AGRL’s VIP gaming promoters’ business since it is the individuals who market the VIP gaming rooms that they promote to patrons. Therefore, if such persons, who are under no direct contractual obligation to continue performing such services for the VIP gaming promoters, were to no longer perform such services for any reason, the VIP gaming promoters would generate significantly less revenue than they currently generate. AGRL’s success also depends upon its ability to attract, hire and retain qualified operating, marketing, financial and technical personnel in the future. Given the intense competition for qualified management personnel in the industry, there can be no assurance that AGRL’s VIP gaming promoters will be able to continue to hire or retain the required personnel.

If AGRL’s VIP gaming promoters lose the services of Mr. Lam, Mr. Vong or other key personnel, or if such persons do not devote sufficient attention to their operations for any other reason, the business of AGRL’s VIP gaming promoters may be significantly impaired.

Employees.  AGRL’s VIP gaming promoters’ business success depends in large part on their ability, and the ability of their service providers, to attract, train, motivate and retain a sufficient number of qualified and skilled employees to run their operations. Macau has a relatively limited labor pool for existing gaming operations at AGRL’s VIP gaming promoters’ VIP gaming rooms as well as for the operation of future projects and the ability of AGRL’s VIP gaming promoters and their service providers to seek employees from other countries to staff operations is restricted by labor quota restrictions imposed by the Macau government. In addition, many employees at the VIP gaming rooms are required to possess certain gaming-related skills for which substantial training and experience are needed. Similar operating problems may exist in Jeju.

Given the limited pool of experienced gaming and other personnel currently available in Macau as well as the large number of new casino resort developments and non-casino businesses currently underway in Macau, AGRL’s VIP gaming promoters and their service providers will face significant competition in the recruitment of the best qualified employees and cannot assure you that they will be able to successfully compete for the limited supply of qualified gaming and other personnel and to recruit and retain a sufficient number of qualified employees for their Macau operations.

Increasing competition for a limited number of qualified employees could require AGRL and its service providers to raise the salaries of current employees or to pay higher wages to attract new employees, which could cause labor costs to increase. If the VIP gaming promoters and their service providers are unable to attract and retain a sufficient number of qualified employees, or if they encounter a significant increase in labor costs due to salary increases, the ability of AGRL’s VIP gaming promoters to compete effectively with the other gaming promoters, concessionaires or sub-concessionaires would be hampered.

TABLE OF CONTENTS

If AGRL’s VIP gaming promoters fail to maintain effective policies and systems of internal controls, they may be unable to accurately report their financial results or detect and prevent fraud and criminality.

AGRL’s VIP gaming promoters expect that they will have to dedicate a significant amount of management, operational and financial resources to enhance and maintain their internal controls in the future. This will increase their administrative and other operating expenses. Although they review their internal control policies and procedures on an ongoing basis, we cannot assure you that they will be able to successfully enhance and maintain their internal controls. Any deficiency in internal controls, if material or significant, could adversely affect management’s ability to monitor, evaluate and manage their business and operations, or lead to substantial business or operational risk or inaccurate financial reporting.

Money Laundering and Corruption.  AGRL’s VIP gaming promoters and their casino operators have implemented anti-money laundering policies in compliance with all applicable laws and regulations in Macau. However, we cannot assure you that such policies will be effective to prevent their VIP gaming room operations from being exploited for money laundering purposes. Any incidents of money laundering, accusations of money laundering or regulatory investigations into possible money laundering activities involving them, the casino operators, the casino operators’ employees, AGRL’s VIP gaming promoters’ employees, their services providers, their junket agents and collaborators or their gaming patrons could harm their reputation, relationship with their casino operators and the gaming regulators, business, cash flows, financial condition, prospects and results of operations. Any serious incident of money laundering or regulatory investigation into money laundering activities could also cause a revocation or suspension of AGRL’s VIP gaming promoters’ licenses and termination of agreements with their casino operators.

Counterfeiting and Cheating.  All gaming activities at the VIP gaming room table games are conducted exclusively with gaming chips which, like real currency, are subject to the risk of alteration and counterfeiting. Although the casino operators incorporate a variety of security and anti-counterfeit features to detect altered or counterfeit gaming chips, unauthorized parties may try to copy the gaming chips and introduce, use and cash in altered or counterfeit gaming chips in the gaming areas. Any negative publicity arising from such incidents could also tarnish AGRL’s VIP gaming promoters’ reputation and may result in a decline in their business, financial condition and results of operation. Thus far, no counterfeit or altered chips have been detected in AGRL’s VIP gaming promoters’ VIP gaming rooms.

Although the casino operators have in place surveillance and security systems designed to detect cheating at the casinos, those systems may not be able to detect all such cheating in time or at all. There is also a possibility that gaming patrons may seek to cheat at their VIP gaming room casino games, particularly if gaming patrons collude with the casino operators’ employees. In addition, their junket agents or other persons could, without their knowledge, enter into betting arrangements with their gaming patrons on the outcomes of their VIP gaming room games of chance, thus depriving them of revenues. Failure to discover such schemes in a timely manner could result in losses in VIP room gaming operations where the VIP gaming promoter shares in losses with the concessionaire or sub-concessionaire. In addition, negative publicity related to such schemes could harm AGRL’s VIP gaming promoters’ reputation, thereby adversely affecting their business, cash flow, financial condition, results of operations and prospects.

Integrity.  The reputation and integrity of the parties with whom AGRL’s VIP gaming promoters engage in business activities, in particular the junket agents and collaborators with whom they deal, are important to AGRL’s VIP gaming promoters’ own reputation and ability to continue to operate in compliance with their licenses, Macau gaming laws and the Republic of Korea laws. While they endeavor, through contractual protections and otherwise, to ensure that their junket agents and collaborators comply with the high standards of probity and integrity required by Macau gaming laws and the Republic of Korea laws, AGRL’s VIP gaming promoters cannot assure you that the junket agents and collaborators will always maintain these high standards. In addition, if AGRL’s VIP gaming promoters enter into a business relationship with a junket agent or collaborator whose probity was in doubt, this may be considered by regulators or investors to reflect negatively on AGRL’s VIP gaming promoters’ own probity. If any of their junket agents or collaborators violates the Macau gaming laws or the Republic of Korea laws, the Macau government or the Republic of Korea government may, in its discretion, take enforcement action against AGRL’s VIP gaming promoter, the junket agent, the collaborator or each concurrently and they may be sanctioned and their reputation harmed.

TABLE OF CONTENTS

AGRL’s VIP gaming promoters may require new or additional debt or equity financing to expand their business and fund future projects but may not be able to obtain such financing on satisfactory terms or at all.

AGRL’s VIP gaming promoters have financed their operations primarily through borrowings from their shareholders as well as cash generated from their operations. They may require new or additional debt or equity financing in the future to expand their business and fund future projects. Their ability to obtain new or additional financing will depend on a variety of factors, many of which are beyond their control, including their financial performance, conditions of the U.S., Hong Kong, Macau and other capital markets in which they may seek to raise funds, credit availability, interest rates, the conditions of the economy in general, other gaming companies that may also seek funding, and investors’ and lenders’ perceptions of, and demand for, debt and equity securities of gaming companies. As a result, AGRL’s VIP gaming promoters cannot assure you that they will be able to access capital from external sources on satisfactory terms and conditions, or at all. If they are unable to obtain new or additional financing, they may not be able to expand their business as anticipated or to fund future projects, and their business, financial condition and results of operations could be materially and adversely affected.

AGRL is subject to junket agent and collaborator credit risk.

Prior to the acquisition of AGRL by AERL, AGRL’s VIP gaming promoters did not extend credit to junket agents and collaborators although such credit was extended personally by certain present members of our management team. However, in order to attract the most desirable gaming patrons and retain the services of key junket agents and collaborators, the VIP gaming promoters are currently extending credit to junket agents and collaborators, potentially exposing themselves and, hence, AGRL to substantial collaborator and junket agent credit risk. Credit extended to junket agents and collaborators in Macau is typically unsecured and the collectibility of receivables from junket agents and collaborators could be negatively affected by economic trends or conditions in the countries where they reside. Although certain members of our management team guarantee these extensions of credit, it is also possible that such persons would be unable to honor their guarantees in a timely fashion or at all. In addition, while regulated gaming debts are generally enforceable in Macau, other jurisdictions may determine that direct or indirect enforcement of gaming debts is against public policy.

Extensions of credit to junket agents and collaborators may be made with limited information or credit analysis and are often based primarily on historical gaming chip purchases. The VIP gaming promoters’ limited operating history may put them at a disadvantage compared to its competitors when evaluating credit risk. Any inability to collect receivables from junket agents and collaborators could have a material adverse impact on AGRL’s business, cash flows, financial condition, results of operations and prospects.

Local taxation may increase and current tax exemptions may not be extended.

AGRL benefits from the following:

TABLE OF CONTENTS

A loss of any of these exemptions or increases in tax rates or imposition of additional taxes will likely have a material adverse effect on AGRL’s earnings.

Probable weakening in economic and credit market conditions may adversely affect tourism and the profitability of AGRL’s VIP gaming promoters’ business.

There can be no assurance that the recent difficult financial conditions will improve or that government responses to these conditions will successfully address fundamental weakness in the markets, restore consumer confidence or increase market liquidity. Weakness in the global economy or in the economy of China, where a significant number of the gaming patrons reside and/or generate their income, may result in a reduction of the number of gaming patrons, including VIP gaming patrons, visiting the VIP gaming rooms or a reduction in the frequency of visits by these gaming patrons. In particular, the economies in China’s Guangdong province and the Yangtze Delta Region, where most visitors to Macau and Jeju, respectively, come from, are either export-driven or remain weak. Any reduction in demand for the gaming activities that AGRL’s VIP gaming promoters promote would reduce gaming revenues.

The level of visitor arrivals to Macau and Jeju from China and elsewhere may decline or travel to Macau and Jeju may be disrupted by natural disasters, outbreaks of disease, terrorist attacks, security alerts, military conflicts or other factors.

Macau’s subtropical climate and location on the South China Sea subject it to extreme weather conditions, including typhoons and heavy rainstorms. In 2009, there were eight typhoons. Unfavorable weather conditions or other natural disasters such as earthquakes, tsunamis or major typhoons could severely disrupt transportation not only to Macau but Jeju also and prevent gaming patrons from traveling to Macau or Jeju. Similarly, outbreaks of infectious diseases, such as the H1N1, terrorist attacks, security alerts or military conflicts, whether in Macau and Jeju or elsewhere, could have a negative impact on travel and leisure expenditures, including lodging, gaming and tourism. Any of these, or other factors such as riots or demonstrations, could have a negative impact on visitor arrivals to Macau and Jeju from China and elsewhere.

Consolidation of junket agents in recent years has led to increased bargaining power of junket agents, which could reduce profits for VIP gaming promoters.

Over the past several years Macau has experienced a consolidation of junket agents. As a consequence, certain junket agents are recognizing enhanced leverage and bargaining power when negotiating terms with gaming promoters. Although there is some uncertainty as to whether such consolidation will become a trend in Macau, any consolidation in the market may provide junket agents with significant negotiating leverage, which could result in negative changes in their terms with the junket agents, including higher commissions, the loss of business to a competitor or the loss of AGRL’s VIP gaming promoters’ exclusive relationships with their junket agents. While AGRL’s VIP gaming promoters have not had to adjust their compensation arrangements with junket agents thus far, AGRL’s VIP gaming promoters understand that there have been recent instances of increased commission rates paid by other gaming promoters to junket agents in the Macau market. If AGRL’s VIP gaming promoters need to increase junket agent commission rates, their profits would be reduced.

Risks Relating to the Gaming Industry in Macau

Gaming is a highly regulated industry in Macau and the gaming and licensing authorities may exercise significant control over AGRL’s VIP gaming promoters’ operations.

Gaming is a highly regulated industry in Macau. AGRL’s VIP gaming promoters’ operations are contingent upon their maintaining all regulatory licenses, permits, approvals, registrations, findings of suitability, orders and authorizations pursuant to Macau law.

TABLE OF CONTENTS

In addition, the casinos’ activities in Macau are subject to administrative review and approval by various agencies of the Macau government, including the Gaming Inspection and Coordination Bureau (“DICJ”), Health Department, Labor Bureau, Public Works Bureau, Fire Department, Financial Services Bureau (including the Tax Department), Macau Monetary Authority, Financial Intelligence Bureau and Macau Government Tourism Office. AGRL’s VIP gaming promoters cannot assure you that the casino operators and they will be able to obtain all necessary approvals and licenses, and the their failure to do so may materially affect their business and operations. Macau law permits redress to the courts with respect to administrative actions; such redress is, however, largely untested in relation to gaming regulatory issues.

Current laws, such as licensing requirements, tax rates and other regulatory obligations, could change or become more stringent, resulting in additional regulations being imposed upon the gaming operations or an increase in competition in the gaming industry. For example, in September 2009, the Macau government set a cap on commission payments to gaming promoters of 1.25% of net rolling chips. This policy, which is being enforced as of December 2009, may limit our ability to develop successful relationships with gaming agents and collaborators and attract rolling chip patrons. Any failure to comply with these regulations may result in the imposition of liabilities, fines and other penalties and may materially and adversely affect our gaming promotion license.

The Macau government recently announced its intention to raise the minimum age required for the entrance in casinos in Macau from 18 to 21. It was further announced that this measure, when adopted, would allow casino employees to maintain their positions while in the process of reaching the minimum required age. Nevertheless, if implemented, this could adversely affect our ability to engage sufficient staff for the operation of our projects. The Macau government also announced that the number of gaming tables operating in Macau should not exceed 5,500 by the end of 2012, which may adversely affect the future expansion of our business.

There is limited precedent interpreting and applying the laws of Macau and regulations concerning gaming. These laws and regulations are complex and a court or administrative or regulatory body may in the future render an interpretation of these laws and regulations or issue new or modified regulations that differ from AGRL’s VIP gaming promoters’ interpretation, which could have a material adverse effect on their business, financial condition and results of operations.

Conducting business in Macau involves certain economic and political risks.

Conducting business in Macau involves certain risks such as risks relating to changes in Macau’s and China’s political, economic and social conditions, changes in Macau governmental policies, changes in Macau laws or regulations or their interpretation, changes in exchange control regulations, potential restrictions on foreign investment and repatriation of capital, measures that may be introduced to control inflation, such as interest rate increases, and changes in the rates or method of taxation. In addition, AGRL’s VIP gaming promoters’ operations in Macau are exposed to the risk of changes in laws and policies that govern operations of Macau-based companies.

Agreements for concessions and sub-concessions to operate casinos in Macau are for specific periods of time and might not be renewed upon their expiration. Also, the Macau government has the right to unilaterally terminate the concession or sub-concessions in certain circumstances. Because the VIP gaming promoters derive their rights from agreements with the concessionaires and sub-concessionaires, a termination of a license of a concessionaire or sub-concessionaire to operate a casino will cause a termination of the VIP gaming promoter’s business at that casino.

All the concession or sub-concession agreements expire in June 2022, unless extended pursuant to certain provisions of Macau law. Upon expiration of agreements, all casinos, gaming assets and equipment and ownership rights to the casino properties in Macau will revert to the Macau government without compensation to the casinos. Moreover, beginning in the fifteenth year of the concessions or sub-concessions, the Macau government may exercise its right to redeem the concession or sub-concession agreements by providing the concessionaires or sub-concessionaires with at least one-year prior written notice. AGRL’s VIP gaming promoters cannot assure you that the concessionaires or sub-concessionaires will be able to renew or extend

TABLE OF CONTENTS

their concession or sub-concession agreements on terms favorable to them or at all. If the concession or sub-concession agreements are not renewed or extended upon their stated expiration date, or if the Macau government exercises its early redemption right, AGRL’s VIP gaming promoters in Macau will cease to generate any revenue.

The Macau government has the right to unilaterally terminate the concession or sub-concession agreements upon the occurrence of certain serious events of default. In addition, the concession and sub-concession agreements contain various general covenants and other provisions with which the concessionaires or sub-concessionaires are required to comply. These include the obligations to submit periodic information to the Macau government, operate casinos in a fair and honest manner and maintain certain levels of insurance. Failure to comply with the terms and conditions of the concession or sub-concession agreements in a manner satisfactory to the Macau government could ultimately result in the termination of the concession or sub-concession agreements. The occurrence of any event of default may, and any termination of the concession or sub-concession agreements will, cause all of the casinos, gaming assets and equipment and ownership rights to the casino properties in Macau to be automatically transferred to the Macau government. If this occurs, AGRL’s VIP gaming promoters will cease to generate any revenue from their operations.

Since May 2008, China has imposed government restrictions on Chinese citizens traveling from mainland China to Macau. If China or other countries impose additional government restrictions on travel, the number of visitors to Macau could decline.

AGRL’s VIP gaming promoters have increased the number of tables and intend to take part in the promotion of additional VIP gaming rooms, based, in part, on their expectation of future visitor arrivals in Macau, particularly from China. In 2006, 2007, 2008 and 2009, tourists from mainland China accounted for approximately 54.5%, 55.0%, 50.6% and 50.5%, respectively, of all visitors to Macau. If visitors from China and elsewhere fail to increase as anticipated or decrease further, AGRL’s VIP gaming promoters would not be as profitable as they currently are.

Since May 2008, the Chinese government has imposed restrictions on travel to Macau and may impose further restrictions in the future. In May and July 2008, the Chinese government readjusted its visa policy toward Macau and limited the number of visits that some mainland Chinese citizens may make to Macau in a given time period. In September 2008, it was publicly announced that mainland Chinese citizens with only a Hong Kong visa and not a Macau visa could no longer enter Macau from Hong Kong. In addition, in May 2009, China also began to restrict the operation of “below-cost” tour groups involving low up-front payments and compulsory shopping. Due to the popularity of these tours with mainland Chinese citizens, the number of visitors to Macau declined. Further restrictions on travel from China or other countries to Macau or any increase in prices of tours to Macau as a result of new regulations on travel agencies or otherwise may reduce the number of visitors to Macau.

Macau’s infrastructure may limit the development of its gaming industry.

Macau is the fastest growing gaming market in the world, with equally increasing demands on the capacity of its transportation infrastructure. To improve Macau’s existing transportation infrastructure, the Macau government has announced a number of infrastructure projects to facilitate travel to and within Macau. These projects, which are in various stages of planning or development, include a further expansion of the Macau International Airport, construction of a light rail transit system, construction of two new tunnels linking the Macau peninsula and Taipa, construction of the Hong Kong-Zhuhai-Macau bridge and improved pedestrian walkways and border crossings. However, these projects may not be approved or completed in a timely fashion or at all and, if completed, may not be able to alleviate the growing transportation demand associated with the rapid expansion of Macau’s gaming industry and the related recent increase in visitor levels to Macau. If Macau fails to adequately address the growing transportation demand, transportation infrastructure problems could limit the number of visitors arriving in Macau, which, in turn, could have a material and adverse effect on AGRL’s VIP gaming promoters’ business, financial condition and results of operations.

TABLE OF CONTENTS

Unfavorable changes in currency exchange rates may cause fluctuations in the value of AGRL’s VIP gaming promoters’ investment in Macau.

The vast majority of AGRL’s VIP gaming promoters’ revenues are expressed in Hong Kong dollars, and a portion of their revenues are denominated in Patacas, the Macau currency. The Hong Kong dollar is linked to the U.S. dollar and the exchange rate between these two currencies has remained relatively stable over the past several years. The Pataca, which is not a freely convertible currency, is linked to the Hong Kong dollar, and in many cases the two are used interchangeably in Macau. The exchange linkages of the Hong Kong dollar and Pataca, and the Hong Kong dollar and the U.S. dollar, are subject to potential changes due to, among other things, Chinese, Hong Kong and Macau governmental policies and international economic and political developments.

In the event of unfavorable Hong Kong dollar or Pataca exchange rate changes as against the U.S. dollar, AGRL’s or AGRL’s VIP gaming promoters’ obligations that are denominated in U.S. dollars would increase in Hong Kong dollar and/or Pataca terms. Also, depreciation of the Hong Kong dollar or Pataca in relation to the U.S. dollar could adversely affect AGRL’s VIP gaming promoters’ ability to service debt.

Risks Relating to Gaming Business in Jeju, the Republic of Korea

Conducting business in Jeju has certain economic and political risks.

Conducting business in Jeju may subject AGRL and its business to certain business and political risks under both local and the Republic of Korea national factors, including the following:

TABLE OF CONTENTS

Risks Related to Our Business Structure and Securities

Our securities are quoted on the Over-the-Counter Bulletin Board, which may limit the liquidity and price of our securities more than if the securities were quoted or listed on the Nasdaq market or other stock exchanges.

Our securities are currently quoted on the Over-the-Counter Bulletin Board (“OTC BB”), an automated inter-dealer quotation system. Quotation of our securities on the OTC BB will limit the liquidity and price of our securities more than if the securities were quoted or listed on Nasdaq or other stock exchanges. It is not expected that we will meet the requirements to have our ordinary shares listed on Nasdaq or another stock exchange until some time in the future, if at all.

As a result of our status as a foreign private issuer, the publicly disseminated information about us may be limited.

In accordance with the rules applicable to foreign private issuers, we are exempt from certain requirements under the Securities and Exchange Act of 1934 (“Exchange Act”) relating to the furnishing and content of proxy statements and certain periodic reports. As a result, the publicly disseminated information available to our shareholders and others may not be as extensive as would be required if we did not have such status.

AGRL is a holding company and its ability to pay dividends is dependent upon the earnings of AGRL’s VIP gaming promoters and distributions by its subsidiaries.

AGRL is a holding company incorporated under the laws of the Hong Kong Special Administrative Region. All of AGRL’s business operations are conducted through AGRL’s subsidiaries and its VIP gaming promoters. They are currently engaged in the promotion of two major VIP gaming rooms and are entirely dependent upon their VIP gaming rooms for all of their cash flow. AGRL’s ability to pay dividends is dependent upon the earnings of AGRL’s VIP gaming promoters and the distributions of funds to AGRL by its subsidiaries, primarily in the form of dividends. The ability of AGRL’s subsidiaries to make distributions to AGRL depends upon, among other things, the profits interest assigned to them. AGRL’s Hong Kong and BVI legal advisors have confirmed that, there are currently no withholding tax for dividends in Hong Kong or the BVI. Other factors such as cash flow conditions, restrictions on distributions contained in their subsidiaries’ articles of association, withholding tax and other arrangements will also affect AGRL’s subsidiaries’ ability to make distributions to it. These restrictions could reduce the amount of distributions that AGRL will receive from its subsidiaries, which in turn would restrict AGRL’s ability to fund operations and pay dividends on the shares to us, as its parent company.

Because we have no present plans to pay dividends on our ordinary shares, shareholders will benefit from an investment in our ordinary shares only if the shares appreciate in value.

We have never declared or paid any cash dividends on our ordinary shares. We currently intend to retain all future earnings, if any, for use in the operations and expansion of the business. As a result, we do not anticipate paying cash dividends in the foreseeable future. Any future determination as to the declaration and payment of cash dividends will be at the discretion of our board of directors and will depend on factors our board of directors deems relevant, including among others, our results of operations, financial condition and cash requirements, business prospects, and the terms of our credit facilities and other financing arrangements. Accordingly, until such time as our board of directors may declare dividends, realization of a gain on shareholders’ investments will depend on the appreciation of the price of our ordinary shares. There is no guarantee our ordinary shares will appreciate in value.

As our subsidiaries are located outside of the United States, we will be subject to a variety of additional risks that may negatively impact our operations. In addition, the laws applicable to AGRL will likely govern all of our material agreements and we may not be able to enforce our legal rights.

Because AGRL is a Hong Kong company that operates through subsidiaries and VIP gaming promotions in Macau and the Republic of Korea, we are subject to special considerations or risks associated with companies operating outside of the United States, including some or all of the following:

TABLE OF CONTENTS

If we are unable to adequately address these additional risks, our operations might suffer.

In addition, the laws of Hong Kong, Macau or the Republic of Korea will likely govern almost all of the material agreements relating to our operations. We cannot assure you that AGRL will be able to enforce any of its material agreements or that remedies will be available in such jurisdictions. The systems of laws and the enforcement of existing laws in such jurisdictions may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Also, substantially all of our assets will be located outside of the United States and most of our officers and directors reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under U.S. federal securities laws.

Prior to the acquisition, we had no business operations and AGRL had not operated as a public company. Fulfilling our obligations incident to continuing to be a public company will be expensive and time consuming.

Prior to the acquisition, each of AGRL, as a private company, and ourselves, as a company without business operations, had maintained relatively small finance and accounting staffs. Neither we nor AGRL currently have an internal audit group. Although we have maintained disclosure controls and procedures and internal control over financial reporting as required under the U.S. federal securities laws with respect to our very limited activities, we have not been required to maintain and establish these disclosure controls and procedures and internal control as are now required with respect to businesses such as AGRL with substantial operations. Under the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, we are required to implement additional corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules. Compliance with these obligations will require significant management time, place significant additional demands on our finance and accounting staff and on our financial, accounting and information systems, and increase our insurance, legal and financial compliance costs. We may also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

You will not be able to exercise your warrants if an effective registration statement is not in place when you desire to do so. Also, you may not be able to exercise your warrants if the ordinary shares underlying the warrants are not registered or qualified in the state in which you reside and there is no exemption available to permit such exercise. Consequently, the value of the warrants may be reduced and we could face liability for failing to permit such exercise.

No public warrant is exercisable and we are not obligated to issue ordinary shares unless, at the time a holder seeks to exercise such public warrant, a prospectus relating to the ordinary shares issuable upon exercise of the warrant is current. Under the terms of the warrant agreement, we are required to use our best efforts to meet these conditions and to maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants until the expiration of the warrants. The registration statement of which this prospectus is a part has been filed to meet this requirement. However, there can be no assurance that we will be able to maintain a current prospectus related to the ordinary shares issuable upon exercise of the warrants and, if we don’t, holders will be unable to exercise their warrants. Additionally, we have no obligation to settle the warrants for cash or “net cash settle” any warrant exercise. Accordingly, if the prospectus relating to

TABLE OF CONTENTS

the ordinary shares issuable upon the exercise of the warrants is not current, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

In addition, some states may not permit us to register the shares issuable upon exercise of our warrants for sale. The value of the warrants will be greatly reduced if the securities are not qualified, or exempt from qualification, in the states in which the holders of warrants reside. Holders of warrants who reside in jurisdictions in which the shares underlying the warrants are not qualified and in which there is no exemption will be unable to exercise their warrants and would either have to sell their warrants in the open market or allow them to expire unexercised. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to qualify the underlying securities for sale under all applicable state securities laws. While we intend to apply to have our securities listed on a national securities exchange, which would provide an exemption from qualification in all states, we cannot assure you that we will actually make such application or that it will be accepted.

Although our obligations in these regards are subject to a “best efforts” standard, it is possible that, even if we are able to successfully assert a defense to a claim by warrant holders due to the impossibility of registration, a court may impose monetary damages on us to compensate warrant holders due to the change in circumstances that led to us being unable to fulfill our obligations.

If we call the warrants for redemption and elect to require holders of the warrants to exercise such warrants on a cashless basis, the holders will receive fewer ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

If we call our warrants for redemption after the redemption criteria described in this prospectus have been satisfied, our management will have the option to require any holder that wishes to exercise his warrant to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in us.

If our outstanding warrants and unit purchase option (and the warrants included in the unit purchase option) are exercised, the underlying ordinary shares will be eligible for future resale in the public market. “Market overhang” from the warrants results in dilution and could reduce the market price of the ordinary shares. Similarly, the registration of the Founder’s Shares and the shares issued in connection with the acquisition of AGRL will increase the number of shares that will be available for resale in the public market.

Outstanding warrants to purchase an aggregate of 14,648,000 ordinary shares issued in connection with our IPO and the private placement that took place immediately prior to the IPO became exercisable upon our business combination with AGRL on February 2, 2010. In addition, up to 1,440,000 ordinary shares are issuable upon exercise of the unit purchase option granted to the representative of the underwriters of our IPO and the ordinary shares issuable upon exercise of the warrants included in such option. If such warrants and unit purchase option are exercised, a substantial number of additional shares of our ordinary shares will be eligible for resale in the public market, which may reduce the market price. Further, the registration of the Founder’ Shares and the 10,650,000 ordinary shares issued in connection with our acquisition of AGRL, the 4,210,000 ordinary shares that will be issued to Spring Fortune and its designees in the future and, to the extent issued, the 18,786,000 shares that may be issued to Spring Fortune and its designees upon achievement by AGRL of the incentive targets, will increase the number of shares available for resale and could have an adverse effect upon the market price of the ordinary shares.

We may choose to redeem our outstanding warrants at a time that is disadvantageous to the warrant holders.

Subject to there being a current prospectus under the Securities Act of 1933, we may redeem all of our outstanding warrants at any time at a price of $.01 per warrant, upon a minimum of 30 days prior written notice of redemption if, and only if, the last sale price of our ordinary shares equals or exceeds $8.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. Calling all of our outstanding warrants for redemption could force the warrant holders:

TABLE OF CONTENTS

The financial information of AGRL and AGRL’s VIP gaming promoters included in this registration statement is not necessarily indicative of our future performance.

The financial information of AGRL and AGRL’s VIP gaming promoters included in this registration statement is not indicative of future financial results. The results of future periods are likely to be materially different as a result of:

TABLE OF CONTENTS

THE OFFERING

This prospectus relates to 38,644,500 of our ordinary shares and 3,608,000 of our warrants that may be sold from time to time by the Selling Securityholders set forth in this prospectus in the section entitled “Selling Securityholders” beginning on page 93. This includes (i) 10,660,500 ordinary shares held by certain of the Selling Securityholders that were issued in connection with our acquisition of AGRL, (ii) the 1,380,000 Founders’ Shares, (iii) the 3,608,000 Founders’ Warrants and 3,608,000 ordinary shares underlying the Founders’ Warrants, (iv) 4,210,000 ordinary shares issuable to certain of the Selling Security Holders upon our filing of our Annual Report on Form 20-F for our 2010 fiscal year and (v) 18,786,000 ordinary shares issuable to certain of the Selling Security holders upon achievement of incentive targets for the years 2010 through 2012.

This prospectus also relates to (i) 11,040,000 ordinary shares that are issuable upon the exercise of outstanding warrants issued in our IPO pursuant to a prospectus dated August 11, 2008, (ii) 480,000 ordinary shares and 960,000 warrants issuable upon exercise of the unit purchase option issued to the underwriters in our IPO and 960,000 ordinary shares underlying such warrants, and (iii) 3,608,000 ordinary shares upon exercise of the Founders’ Warrants to the extent the Founders’ Warrants are transferred prior to exercise, so that such warrants and unit purchase option may be exercised by their holders.

We will not receive any proceeds from the sale of the securities under this prospectus, although we could receive up to $18,040,000 upon the exercise of all of the Founders’ Warrants, up to $3,168,000 upon the exercise of the unit purchase option issued to the representative of the underwriters of our IPO, up to $4,800,000 upon the exercise of the warrants issuable upon exercise of such unit purchase option and up to $55,200,000 upon the exercise of the warrants issued in our IPO. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes.

The securities are being registered to permit the Selling Securityholders to sell the securities from time to time in the public market at prices determined by the prevailing market prices or in privately negotiated transactions. Information regarding the Selling Securityholders, the amounts of ordinary shares and warrants that may be sold by them and the times and manner in which they may offer and sell the ordinary shares and warrants under this prospectus is provided under the sections entitled “Selling Securityholders” and “Plan of Distribution” in this prospectus. We do not know when or in what amount the Selling Securityholders may offer the securities for sale. The Selling Securityholders may sell any, all or none of the securities offered by this prospectus.

Ordinary Shares

We are authorized to issue 200,000,000 ordinary shares, par value $.0001. As of the date of this prospectus, 12,545,224 ordinary shares are outstanding. The holders of the ordinary shares have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the ordinary shares.

Warrants

As of the date of this prospectus, 14,648,000 warrants are outstanding. Such warrants include the 3,608,000 Founders’ Warrants being offered for resale that were issued concurrently with our IPO. Each warrant entitles the registered holder to purchase one ordinary share at a price of $5.00 per share, subject to adjustment. The warrants became exercisable upon the completion of our acquisition of AGRL and will expire on August 10, 2013 at 5:00 p.m., New York City time.

However, no warrant (other than the Founders’ Warrants) will be exercisable and we will not be obligated to issue ordinary shares unless, at the time a holder seeks to exercise such warrant, a prospectus relating to the ordinary shares issuable upon exercise of the warrant is current and the ordinary shares have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Accordingly, the warrants could expire worthless if we fail to maintain an effective registration statement relating to the ordinary shares issuable upon exercise of the warrants or fail to obtain an exemption under the securities laws of the state of residence of the holder of the warrants. The Founders’ Warrants may be exercised for unregistered ordinary shares even if a prospectus relating to the ordinary shares issuable upon such exercise is not current.

TABLE OF CONTENTS

Redemption

We may call the warrants for redemption (including the Founders’ Warrants and any warrants issued upon exercise of the underwriters’ unit purchase option),

The right to exercise will be forfeited unless they are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price (because the trigger price for a redemption is $8.50 per share and the exercise price is $5.00 per share) and provide a sufficient differential between then-prevailing ordinary share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering his, her or its warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” means the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. For example, if the fair market value price were $10.00 per share at the time of our call for redemption on a cashless basis, a holder of 100 warrants would receive 50 ordinary shares (100*($10.00-$5.00)/$10.00), while, pursuant to an exercise for cash, we would be required to issue 100 shares. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants.

If we call the warrants for redemption as described above but our management does not take advantage of this option, we have agreed to still allow the purchasers of the Founders’ Warrants or their affiliates to exercise the Founders’ Warrants on a “cashless basis.” If the holders take advantage of this right, they would pay the exercise price by surrendering their Founders’ Warrants using the same formula described above.

Warrant Agreement

The warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of a majority of the then outstanding warrants in order to make any change that adversely affects the interests of the registered holders.

TABLE OF CONTENTS

Exercise

The exercise price and number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below their respective exercise prices.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares. After the issuance of ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

No warrants (other than the Founders’ Warrants) will be exercisable and we will not be obligated to issue ordinary shares unless, at the time a holder seeks to exercise such warrant, a prospectus relating to the ordinary shares issuable upon exercise of the warrants is current and the ordinary shares have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating to the ordinary shares issuable upon the exercise of the warrants is not current or if the ordinary shares are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The Founders’ Warrants may be exercised for unregistered ordinary shares even if a prospectus relating to the ordinary shares issuable upon such exercise is not current.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up or down to the nearest whole number the number of ordinary shares to be issued to the warrant holder.

TABLE OF CONTENTS

PRICE RANGE OF SECURITIES AND DIVIDENDS

Our ordinary shares and warrants trade on the OTC BB under the symbols AERCF and AERLF, respectively. The following table sets forth the range of high and low closing bid prices for the ordinary shares and warrants for the periods indicated since the ordinary shares and warrants commenced separate public trading on September 5, 2008. It also sets forth the range of high and low closing bid prices for our units (each consisting of one ordinary share and two warrants; symbol: CSACF) for such periods until the units were separated into their component shares and warrants and ceased trading separately on February 19, 2010. Prior to February 22, 2010, the ordinary shares and the warrants traded under the symbols CSAQF and CSAXF, respectively. The over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily reflect actual transactions.

		Ordinary Shares								Warrants								Units
		High				Low				High				Low				High				Low
Annual Highs and Lows
2010*			10.10				5.65				1.75				0.38				10.01				6.50
2009			6.00				4.70				0.63				0.03				6.70				4.85
2008			5.275				4.25				0.45				0.04				6.14				4.55
Quarterly Highs and Lows
2010
Second Quarter*			9.75				9.25				1.62				1.27				—				—
First Quarter			10.10				5.65				1.75				0.38				10.01				6.50
2009
Fourth Quarter			5.80				5.51				0.63				0.23				6.70				5.70
Third Quarter			5.60				5.43				0.35				0.101				6.15				5.50
Second Quarter			6.00				5.08				0.51				0.05				6.25				5.00
First Quarter			5.25				4.70				0.05				0.03				5.35				4.85
2008
Fourth Quarter			5.275				4.25				0.45				0.04				6.14				4.55
Monthly Highs and Lows
May 2010*			9.25				9.25				1.53				1.27				—				—
April 2010			9.75				9.25				1.62				1.48				—				—
March 2010			10.10				9.21				1.75				1.36				—				—
February 2010			8.20				5.80				1.50				0.54				10.10				6.50
January 2010			5.85				5.65				0.73				0.38				6.80				6.50
December 2009			5.80				5.65				0.63				0.29				6.50				6.40
November 2009			5.80				5.70				0.44				0.26				6.50				6.40
October 2009			5.80				5.51				0.50				0.23				6.70				5.70
September 2009			5.59				5.48				0.35				0.17				6.15				5.76

The closing bid prices for each ordinary share and warrant and unit on  , 2010, the last trading day before the date of this prospectus, were $ and $, respectively.

Holders of ordinary shares and warrants should obtain current market quotations for their securities. The market price of the ordinary shares and warrants could vary at any time.

Holders

As of April 6, 2010, there were 13 holders of record of ordinary shares and 6 holders of record of warrants. We believe that the aggregate number of beneficial holders of our ordinary shares and warrants is in excess of 300 persons. To our knowledge, 9 holders of record of approximately 18% of the outstanding ordinary shares and 6 holders of record of 100% of the outstanding warrants reside in the United States.

TABLE OF CONTENTS

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends in the foreseeable future. The payment of any cash dividends will be within the discretion of our board of directors, subject to the relevant provision of Cayman Islands law. The payment of dividends will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition, as well as contractual restrictions and other considerations deemed relevant by our board of directors.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We believe that some of the information in this prospectus constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

We believe it is important to communicate their expectations to their respective securityholders. However, there may be events in the future that they are not able to predict accurately or over which they have no control. The risk factors and cautionary language discussed in this prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus.

All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

Before investing in any of our securities, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this prospectus may adversely affect us.

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

TABLE OF CONTENTS

USE OF PROCEEDS

The securities being offered by means of this prospectus are being offered and sold for the respective accounts of the Selling Securityholders. We will not receive any proceeds from the sale of the securities under this prospectus, although we could receive up to $18,040,000 upon the exercise of all of the Founders’ Warrants, up to $3,168,000 upon the exercise of the unit purchase option issued to the representative of the underwriters in our IPO, up to $4,800,000 upon the exercise of the warrants issuable upon exercise of such unit purchase option and up to $55,200,000 upon the exercise of the warrants issued in our IPO. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes.

EXPENSES RELATED TO THE OFFERING

Set forth below is an itemization of the estimated total expenses that we expect to incur in connection with this offering.

SEC registration fee		$	25,808
Legal fees and expenses		$	150,000
Accounting fees and expenses		$	67,500
Printing		$	*
Miscellaneous		$	*
Total		$	*

CAPITALIZATION

The following table sets forth our pro forma capitalization at December 31, 2009 assuming the effects of the acquisition of AGRL by AERL and is derived from the “Unaudited Consolidating Pro Forma Financial Information” elsewhere in this prospectus:

Cash		$	948,240
Debt			—
Capital		$	(2,417,021	)
Total Capitalization		$	(2,417,021	)

TABLE OF CONTENTS

OUR HISTORY AND BUSINESS

We are a Cayman Islands exempted company that was incorporated on September 24, 2007 to acquire one or more operating businesses that had principal operations located in the People’s Republic of China (including Hong Kong and Macau) through a share capital exchange, asset or share acquisition, plan of arrangement, recapitalization or other similar type of transaction. On February 2, 2010, we acquired all of the outstanding capital stock of AGRL, a Hong Kong company that, through “profit interest agreements” between its subsidiaries and affiliated companies known as VIP gaming promoters, receive the profit streams from gaming operations conducted by the VIP gaming promoters. In connection with the acquisition, we changed our name from “CS China Acquisition Corp.” to “Asia Entertainment & Resources Ltd.” Prior to our acquisition of AGRL, we had no operating business.

Initial Public Offering

On August 15, 2008, we consummated our IPO of 4,800,000 units at $6.00 per unit. On August 21, 2008, we consummated the closing of an additional 720,000 units that were subject to the underwriters’ over-allotment option. Each unit consisted of one ordinary share and two warrants, each entitling the holder to purchase one ordinary share at an exercise price of $5.00 until August 10, 2013. Simultaneously with the consummation of IPO, we sold an aggregate of the 3,608,000 Founders’ Warrants at $0.50 per Founders’ Warrant (for an aggregate purchase price of $1,804,000) in a private placement to the same persons and entity that then held all of the Founders’ Shares. Gross proceeds from the IPO (including from the private placement of Founders’ Warrants and exercise of the underwriters’ over-allotment option) were $34,924,000. We paid a total of $1,324,800 in underwriting discounts and commissions (after deferring $993,600 that was paid to the underwriters upon the consummation of our acquisition of AGRL) and for costs and expenses related to the IPO. After deducting the underwriting discounts and commissions and offering expenses, the total net proceeds to us from the IPO (including the over-allotment option and the private sale) were $33,280,880, of which $32,899,200 was deposited into the trust account and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

In connection with the IPO, the holders of the Founders’ Shares placed all of the Founders’ Shares into an escrow account pursuant to which such shares would not be sold or otherwise transferred (except in certain limited circumstances) prior to one year after the consummation of our initial business combination. See the section entitled “Selling Securityholders — Shares Placed in Escrow” for further information regarding the escrow arrangement.

The Acquisition

On October 6, 2009, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with AGRL and Spring Fortune Investment Ltd (“Spring Fortune”), a British Virgin Islands company, that provided for the purchase by us from Spring Fortune of all of the outstanding capital stock of AGRL. The Purchase Agreement was subsequently amended on November 10, 2009, December 9, 2009 and January 11, 2010.

AGRL is an investment holding company incorporated in Hong Kong on May 2, 2007. The principal business activities of its wholly owned subsidiaries are to hold profit interest agreements with AGRL’s VIP gaming promoters and to receive 100% of the profit streams from AGRL’s VIP gaming promoters. AGRL’s VIP gaming promoters currently participate in the promotion of two major luxury VIP gaming facilities in Macau, China, the largest gaming market in the world. One of the Macau VIP rooms is located at the MGM Grand Hotel and Casino in downtown Macau and is operated by the MGM Grand Paradise S.A. The other Macau VIP gaming facility is operated by Galaxy Casino, S.A. and is located at the Star World Hotel and Casino in downtown Macau. In addition, AGRL’s VIP gaming promoters plan to promote the first luxury VIP room in Jeju Island in the Republic of Korea, which will offer Macau-style gaming, and have concluded a favorable trial operation there.

Our principal executive office and those of AGRL are currently located at Unit 1004, 10/F, East Town Building, 16 Fenwick Street, Wanchai, Hong Kong, telephone number 852-2110-9133.

TABLE OF CONTENTS

Consideration

Pursuant to the Purchase Agreement, as amended, the aggregate consideration paid by us to Spring Fortune for the shares of AGRL stock was (a) 10,350,000 ordinary shares that were issued upon the closing of the acquisition to Spring Fortune and three of its designees and (b) 4,210,000 ordinary shares that will be issued upon the filing of our Annual Report on Form 20-F for the 2010 fiscal year.

In addition to the ordinary shares described above, Spring Fortune shall be entitled to receive ordinary shares for each of the years 2009, 2010, 2011, and 2012 in which AGRL has net after tax income that equals or exceeds the target specified for such year in the Purchase Agreement (the “Incentive Target”), as follows:

Year		Incentive Target				Incentive Shares
2009		$	16,000,000 to $16,999,999				1,150,000
		$	17,000,000 to $17,999,999				2,464,000
		$	18,000,000 to $18,999,999				3,981,000
		$	19,000,000 to $19,999,999				5,750,000
		$	20,000,000 and above				7,841,000
2010		$	36,800,000 to $37,799,999				4,210,000
		$	37,800,000 to $38,799,999				6,300,000
		$	38,800,000 to $39,799,999				8,069,000
		$	39,800,000 to $40,799,999				9,586,000
		$	40,800,000 to $41,799,999				10,900,000
		$	41,800,000 and above				12,050,000
2011		$	49,500,000 and above				2,573,000
2012		$	58,000,000 and above				2,573,000

The total number of incentive shares that Spring Fortune may receive for achieving Incentive Targets is 17,196,000. Also, for each of the years 2010, 2011 and 2012, we will issue 530,000 ordinary shares if AGRL has adjusted net income equal to or greater than $60 million, $75 million, and $82.5 million, respectively, which would amount to an additional 1,590,000 ordinary shares if all of such targets are achieved. However, if for any fiscal year through the fiscal year ending December 31, 2012, (i) at the end of any fiscal quarter during such fiscal year, AGRL does not have at least $10,000,000 in cash and cash equivalents (including redeemable chips and receivables from casinos with respect to operations during such fiscal quarter that are received within five (5) days after the end of such fiscal quarter) and (ii) based on the audited financial statements for such fiscal year, positive cash flow from operations, as determined in accordance with United States generally accepted accounting principles (“U.S. GAAP”), Spring Fortune shall not be entitled to receive one-half of the incentive shares it would otherwise be entitled to receive with respect to such fiscal year. The Incentive Targets for 2009 were not met and no additional shares will be issued with respect to that year. However, because the amounts of shares set forth above for the years 2009 and 2010 are not cumulative and the maximum number of shares that Spring Fortune may receive for meeting the Incentive Targets for those years is 12,050,000, Spring Fortune may still receive up to 12,050,000 shares for those two years, all of which would be earned in 2010. A target of $29 million for 2009 to receive 530,000 shares was also not achieved.

Incentive shares will be issued within 30 days after the filing of our Annual Report on Form 20-F for the year with respect to which they are issued but any such issuance is subject to the fulfillment as of such time of the following conditions:

TABLE OF CONTENTS

Sale Restriction

The Purchase Agreement as originally executed provided that 90% of the ordinary shares that were to be issued to Spring Fortune at the closing of the acquisition, which would represent 54% of the total number of shares then outstanding if there had been no redemptions or repurchases by us, would be restricted from sale during the one year period following the closing of the acquisition. Because of the possibility that significant numbers of the ordinary shares sold in our IPO might be redeemed or purchased by us in connection with the acquisition, which would reduce the trading market for the ordinary shares as well as the working capital available to AGRL, we agreed to change this so that such restriction applies only to shares in excess of that number of ordinary shares equal to 47% of the number of ordinary shares outstanding immediately after the closing, taking into account all shares that have been redeemed or purchased by us, less the number of ordinary shares owned by all shareholders other than Spring Fortune immediately after the closing, provided that no less than 53% of the total number of outstanding shares be subject to sale restrictions during such period. The 4,210,000 shares that are to be issued upon the filing of our Annual Report on Form 20-F for the 2010 fiscal year will be restricted from sale until the later of the date such Annual Report is filed or February 2, 2011 (one year after the closing of the acquisition of AERL).

As a result of the purchase and redemptions of a total of 5,015,276 ordinary shares in connection with the acquisition (see “ — Redemption and Repurchase of Public Shares,” below), there were 12,545,224 ordinary shares outstanding upon consummation of the acquisition after giving effect to the 10,660,500 shares issued in connection with the acquisition. Accordingly, in accordance with the Purchase Agreement as amended as described above, 6,648,969 of the 10,350,000 ordinary shares issued to Spring Fortune and its designees at the closing of the acquisition are subject to such restrictions. Of the remaining 3,701,031 ordinary shares that may be sold in the public market free of such restrictions, 888,677 shares must be sold at a price equal to or greater than $9.50 per share, an additional shares 888,677 must be sold at a price equal to or greater than $8.50 per share, an additional 888,677 shares must be sold at a price equal to or greater than $7.50 per share and 1,035,000 shares are not subject to any sale price requirements.

No sales of shares issued as incentive consideration may be made in the public market until the later of one year from the closing date or three months after the date of their issuance in excess of 10% of the number of shares so issued in each instance. No private sales of any shares issued pursuant to the Purchase Agreement may be made during the periods during which the sale restrictions referred to above apply unless the buyer acknowledges and agrees in writing to such restrictions. The allowable amount of shares that may be sold

TABLE OF CONTENTS

during such periods may be increased only with the consent of a Board Super-Majority. The proceeds of all such sales, up to $29,891,044.96 (the amount expended from the trust account for redemptions and purchases), are to be loaned to AGRL, without interest, until such time as the working capital of AGRL is at least $100,000,000. All sales of shares issued pursuant to the Purchase Agreement shall be made in accordance with all U.S. securities laws. Certificates representing our ordinary shares issued pursuant to the Purchase Agreement bear a legend to the effect of these provisions.

Indemnification

To provide a fund for payment to us with respect to our post-closing rights to indemnification under the Purchase Agreement for breaches of covenants, representations, warranties, agreements, undertakings or obligations contained in the Purchase Agreement, Spring Fortune and its designees placed in escrow 6,648,969 of the ordinary shares issued to them at the closing of the acquisition (the “Escrow Fund”). Such shares shall be held in the Escrow Fund until thirty days after we have filed our Annual Report on Form 20-F for the 2010 fiscal year. Notwithstanding the foregoing, one year after the closing date, all of such shares shall be released from the Escrow Fund except 15% of the ordinary shares issued at the closing and such additional shares as are then held in the Pending Claims Reserve (as defined in the Escrow Agreement among us, Spring Fortune, and Continental Stock Transfer & Trust Company that was entered into at the closing of the acquisition). The number of shares initially placed in the Escrow Fund is equal to the number of shares subject to the sales restriction described above.

Redemption and Repurchase of Public Shares

Prior to the extraordinary general meeting of our shareholders at which the proposal regarding the Purchase Agreement and the acquisition of AGRL and the other transactions contemplated thereby (the “Acquisition Proposal”) was approved and authorized, our Amended and Restated Memorandum and Articles of Association provided that holders of the ordinary shares issued in our IPO (“Public Shares”) could vote against the Acquisition Proposal and elect to have their shares redeemed for their pro rata share of the cash in the trust fund that was established in connection with the IPO and also that we could not proceed with the acquisition if the holders of 40% or more of the Public Shares voted against the Acquisition Proposal and elected to have their Public Shares so redeemed. To provide the holders of Public Shares the opportunity to have their Public Shares redeemed even if they voted in favor of the Acquisition Proposal, and thus increase the likelihood of our being authorized to proceed with the acquisition, a proposal to amend the Restated Memorandum and Articles of Association to allow such redemption was also presented to the shareholders at the extraordinary general meeting and was approved. Accordingly, at the extraordinary general meeting, the holders of a total of 4,394,523 Public Shares voted either for or against the Acquisition Proposal and elected to have their shares redeemed at a redemption price of $5.96 per share, or a total of $26,191,357.08. As the number of Public Shares voted against the Acquisition Proposal was less than 40% of the number of Public Shares, we were authorized to proceed with the acquisition.

Also, to facilitate approval of the Acquisition Proposal, we entered into an agreement with the record holder of 620,753 Public Shares, who had indicated its intention to vote against the Acquisition Proposal and seek redemption, to purchase such shares from the holder upon the closing of the acquisition of AGRL at the redemption price in consideration for such holder agreeing to vote in favor of the Acquisition Proposal. The proposal to amend our Amended and Restated Memorandum and Articles of Association that authorized the redemption of Public Shares from holders who voted in favor of the Acquisition Proposal also authorized such purchase. Upon the closing of the acquisition, we purchased the Public Shares held by such holder for $5.96 per share or an aggregate purchase price of $3,699,687.88. After giving effect to the redemptions and such purchase, a total of 504,724 Public Shares remain outstanding.

Accounting Treatment

The acquisition of AGRL has been accounted for as a “reverse merger” and recapitalization since Spring Fortune, the former shareholder of AGRL, became the owner of a majority of the outstanding ordinary shares immediately following the completion of the transaction and has significant influence and the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity, and AGRL’s senior management dominates the management of the combined entity, in accordance with the provision of

TABLE OF CONTENTS

Financial Accounting Standards Board Accounting Standards Codification topic 805 Business Combinations. Accordingly, AGRL was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of AGRL. Our assets, liabilities and results of operations were consolidated with the assets, liabilities and results of operations of AGRL after consummation of the acquisition. For periods subsequent to the consummation of the acquisition, the assets and liabilities and the historical operations that will be reflected in our financial statements will be those of AGRL and will be recorded at the historical cost basis of AGRL.

The Macau Gaming Industry

Macau is a part of the territory of the People’s Republic of China, located on China’s southeast coast to the west of the Pearl River delta. The Macau Special Administrative Region (the “MSAR”) was established on December 20, 1999, after Macau was administered by Portugal for more than 400 years. Macau consists of the Macau peninsula and the islands of Taipa and Coloane. Three bridges link the peninsula to Taipa while the two islands are connected by the land reclamation area known as Cotai.

Macau has been one of the most rapidly growing economies in Asia since the liberalization of the gaming industry in 2002 and it is also the only territory within China where casino operations have been legalized. Macau is one of the most popular destinations for gaming in Asia and has more casinos than any other region in Asia. In 2009, total revenues generated by casinos in Macau were approximately $14.93 billion, more than double the $5.55 billion generated by the Las Vegas Strip during the same period (source: Macau Gaming Inspection and Coordination Bureau (“DICJ”)).

The gaming industry and tourism comprise the largest components, and are the major growth drivers, of Macau’s economy. The gaming industry is the most important contributor to the economy, with approximately 65.0% of Macau’s gross domestic product and 72.6% of Macau’s public revenues in 2009 being derived from gaming and gaming-related industries. The sector contributed $5.24 billion in direct tax to the MSAR in 2009, up 5.8% when compared to the same period in 2008.

Although Macau was affected by the 1997 Asian financial crisis, the global financial downturn in 2001 and the impact of SARS in 2003, the economy rebounded and grew at a compounded annual growth rate (CAGR) of 22% from 2003 to 2008. For 2009, Macau’s gross domestic product (GDP) recorded negative growth for the first two quarters but returned to positive growth in the third quarter and ended up 8.2% year- on-year. AGRL and AGRL’s VIP gaming promoters believe that this growth was largely driven by the liberalization of Macau’s gaming industry, the significant investments associated with the expansion and development of the gaming industry, a rapid rise in the number of visitors from mainland China and an increase in Macau’s spending on public infrastructure projects.

Due in part to the global financial downturn, gaming revenues in Macau decreased from $7.29 billion in the first half of 2008 to $6.22 billion in the second half of that year. Macau gaming revenues increased to $6.43 billion in the first half of 2009 and then increased to $8.5 billion in the second half of 2009, resulting in a total of $14.93 billion for the year, a 10.5% year-on-year increase over 2008.

In 2007, Macau’s gaming revenue increased more than 45% compared to 2006, surpassing the Las Vegas Strip as the world’s biggest casino market, followed by Atlantic City. The following table shows the gaming revenue of Macau compared to that of the Las Vegas Strip and Atlantic City between 2005 and 2009 (sources: DICJ, Las Vegas Convention and Visitors Authority and Poker News Daily of Atlantic City).

Gaming Revenue (Selected Locations)

		2005				2006				2007				2008				2009
		(U.S. $ Billions)
Macau			5.72				7.06				10.34				13.51				14.93
Las Vegas			6.04				6.69				6.83				6.12				5.55
Atlantic City			4.87				5.06				4.92				4.50				3.90

TABLE OF CONTENTS

Macau VIP Gaming Market

VIP gaming rooms are well appointed suites generally located within a large casino that provide luxury accommodations and privacy exclusively for gambling by high-tier gaming patrons. VIP gaming has historically been the major component of Macau’s gaming industry. VIP gaming patrons are typically high-stakes gaming patrons who play VIP baccarat almost exclusively in dedicated VIP gaming rooms or designated casino areas. VIP gaming operations are generally less subject to seasonal variations than, and face limited competition from, mass market gaming operations and non-casino gaming activities.

VIP gaming patrons are usually brought to VIP gaming rooms by VIP gaming promoters. Marketing and promotion of VIP gaming rooms through this business model is implemented between concessionaires that are granted licenses to operate casinos and casino games in Macau (or sub-concessionaires that operate casinos and casino games under an administrative contract with a concessionaire) and their gaming promoters. Gaming promoters, particularly VIP gaming promoters, are incentivized to bring VIP gaming patrons to designated VIP gaming rooms by compensation systems based on the net-win of the VIP gaming rooms and/or the amount of non-redeemable chips sold in the VIP gaming rooms pursuant to contracts with a concessionaire or sub-concessionaire.

Macau Mass Gaming Market

Since the granting of new concessions in 2002 and the Chinese government’s implementation of the Facilitated Individual Travel Scheme (“FITS”) by the Macau government, Macau’s gaming industry has witnessed significant growth in mass market casino gaming operations. However, most mass market gaming patrons are not high-stakes gaming patrons. Mass market gaming patrons’ desire to visit casinos may be influenced by a number of factors, such as the variety and quality of services and amenities offered, the ambience, promotions and diversity of games in the casinos, the location of and ease of transportation to the casinos, and the presence of other attractions and gaming-related facilities. Visits to casinos by mass market gaming patrons may also be negatively affected by a worsening economic environment while those by high-tier gaming patrons historically have been much less affected.

Revenue generated by table games in Macau has historically exceeded revenue generated by slot machines by a wide margin. Baccarat has been the most popular table game in Macau since the 1970s, followed by various other traditional western and Asian casino games, such as blackjack and fish-prawn-crab. According to the DICJ, in 2008 approximately 67.8% of gross revenue from casino games was derived from VIP baccarat and approximately 19.6% of gross revenue from casino games was derived from baccarat played in the mass market sections in casinos.

The following table shows a breakdown of the gross revenue from different casino games in Macau for the years 2005 to 2009 (source: Macau Statistics and Census Bureau (“DSEC”)):

		2005				2006				2007				2008				2009
		($ Billions, Except for Percentages)
VIP baccarat			3.59				4.58				6.94				9.19				9.98
% change (year-on-year)			-3	%			28	%			52	%			32	%			8.6	%
Mass market baccarat and mini-baccarat			1.29				1.49				2.05				2.65				3.19
% change (year-on-year)			74	%			15	%			38	%			29	%			20	%
Other mass market table games			0.69				0.73				0.90				1.10				0.95
% change (year-on-year)			10	%			6	%			23	%			22	%			14	%
Slot machines			0.15				0.26				0.45				0.57				0.81
% change (year-on-year)			100	%			67	%			75	%			27	%			42	%
Total			5.72				7.06				10.34				13.51				14.93

TABLE OF CONTENTS

Demand for Gaming and Gaming-Related Services

According to the DSEC, approximately 21.76 million visitors arrived in Macau in 2009, down by 5.1% over 2008, of which approximately 10.99 million, or 50.5%, were from mainland China, as compared to 50.6% in 2008. Gaming patrons can reach Macau in a relatively short period of time using various means of transportation, including by car or bus from Guangdong province, by high-speed ferry or helicopter from Hong Kong and Shenzhen and by air from elsewhere in China and other Asian countries.

AGRL believes that the increase in the number of gaming and gaming-related facilities is likely to continue Macau’s transformation into a premier integrated gaming and tourism centre. The completion of new world-class gaming and gaming-related facilities in Macau could attract a greater number of gaming patrons and potentially result in an increase in total gaming revenue in Macau.

The following public policies implemented by the Chinese government are expected to continue to have a positive influence on the development of the gaming industry of Macau:

FITS.  Since July 2003, residents of selected areas of mainland China have been allowed to visit Macau and Hong Kong under FITS, whereby approval requirements are significantly reduced and the application process is expedited. Since the introduction of FITS, visitors to Macau from mainland China have outnumbered visitors from Hong Kong. FITS has been extended to additional areas of mainland China and, at December 31, 2009, encompassed more than 49 municipalities, including Beijing, Chongqing, Guangzhou, Shanghai and Tianjin.

Chinese Government Policy With Respect to Gaming.  Macau is the only region in China offering legal casino gaming and the Chinese government has strictly enforced its regulations prohibiting domestic gaming operations and discouraging unlicensed gaming operations along China’s borders.

Chinese Government’s Relaxation of Foreign Exchange Controls.  The Chinese government has recently undertaken a number of measures to relax its controls on the national currency, renminbi. Currently, each PRC resident is allowed to carry a maximum $5,000 in a single trip abroad, but mainland China visitors to Macau may now charge spending on their credit cards or bank charge cards.

The growth of Macau’s gaming industry has correlated positively with the continued economic growth and development of mainland China. AGRL believes that the emergence of the middle class in China represents a significant long-term growth opportunity for Macau’s gaming industry.

Macau also draws a significant number of visitors from Hong Kong. The principal means of transportation to Macau from Hong Kong is the one hour high-speed ferry service.

In addition to visitors from mainland China and Hong Kong, a substantial number of visitors to Macau are from nearby countries and territories in Southeast Asia, including Taiwan. The following table illustrates the number of visitors by region with respect to the periods indicated (source: DSEC):

		2005								2006								2007								2008								2009
		No. of Visitors				%				No. of Visitors				%				No. of Visitors				%				No. of Visitors				%				No. of Visitors				%
(In Thousands, Except for Percentages)
Mainland China			10,463.0				55.9				11,985.6				54.5				14,866.4				55.1				11,613.1				50.6				10,989.5				50.5
Hong Kong			5,614.9				30.0				6,940.7				31.6				8,174.1				30.3				7,016.4				30.6				6,727.8				30.9
Taiwan			1,482.5				7.9				1,437.8				6.5				1,444.1				5.3				1,315.8				5.7				1,292.5				5.9
Others			1,150.8				6.2				1,634.0				7.4				2,508.4				9.3				2,987.8				13.1				2,743.3				12.7
Total			18,711.2				100.0				21,998.1				100.0				26,993.0				100.0				22,933.1				100.0				21,753.1				100.0

Both VIP and mass-market gaming have benefited from the increasing number of visitors to Macau. We expect the strong growth rate will continue because of the following factors:

Opening of New Casinos and Resorts.  The opening of new mixed-use developments, together with the entertainment business, sports events, conventions, exhibitions and trade shows that they will bring to Macau, will attract more regional visitors and visitors from outside the Asia-Pacific region.

TABLE OF CONTENTS

UNESCO World Heritage List.  The MSAR government has devoted substantial resources to marketing campaigns that promote Macau’s history, cultural heritage and hotel and convention facilities, aiming to turn Macau into a premier integrated gaming and tourism centre. On July 15, 2005, the United Nations Educational, Scientific and Cultural Organization (UNESCO) identified and inscribed the “Historic Centre of Macau,” comprising eight squares and twenty-two monuments, on its prestigious World Heritage List, pursuant to the terms of the Convention Concerning the Protection of the World Culture and Natural Heritage.

In addition, we believe that improved transportation to and within Macau will also contribute to continued growth in visitation. A number of infrastructure projects to facilitate travel have been recently completed or are in various stages of planning and development:

Hong Kong-Zhuhai-Macau Bridge.  The project linking the three areas would include a bridge with a total length of around 30 km, boundary crossing facilities, access roads and associated works. In January 2007, the three local governments established the HZMB Task Force to implement the project, which is expected to open around 2015.

Inner Harbour Ferry Terminal.  In February 2008, the Macau Maritime Administration opened the new Inner Harbour Ferry Terminal, providing increased berths and customs counters for transfer to and from neighboring mainland China cities.

Lotus Flower Bridge and Boundary Crossing.  Renovations have been completed for the bridge linking Cotai and Hengqin Island in mainland China, and the associated boundary crossing, which reopened to traffic in May 2007.

Macau International Airport Expansion.  The Macau International Airport has begun an expansion project to double its capacity from the current six million passengers. This additional capacity is expected to increase the number of routes flown to and from the Macau international Airport, increasing the number of persons who could potentially easily reach this market.

Macau Light Railway System.  The MSAR government has conducted public consultations concerning the proposed elevated light rail system and reviewed proposals for consultancy. It was announced in October 2006 that the railway could be in operation four years after acceptance of tender. The first phase would extend approximately twenty kilometers, with twenty-three stations starting at the border gate and serving the Macau peninsula including the Macau Maritime Terminal, as well as Cotai, Macau International Airport and the new ferry terminal at Pac On. The Macau Light Railway System is currently expected to commence construction in the second half of 2010 and is due to be in operation four to five years after construction begins, according to an announcement from the Bureau for Transport Infrastructure (GIT) published in the local press.

Pac on Ferry Terminal.  A temporary ferry terminal on Taipa near Macau International Airport opened in October 2007. It aims to handle increasing visitor traffic between Hong Kong and Macau and facilitate sea linkage service for air transfer.

Guangzhou-Zhuhai High Speed Railway.  The railway, which is expected to be completed in 2010, will result in travel time from Guangzhou to Macau of 40 to 50 minutes.

Concessionaires and Sub-Concessionaires

Six entities are currently authorized to operate casinos in Macau as either concessionaires or sub-concessionaires:

Concessionaires:

TABLE OF CONTENTS

Sub-Concessionaires:

These concessionaires and sub-concessionaires have committed to invest in Macau pursuant to their respective concession and sub-concession contracts in order to develop projects such as casinos, hotels, convention facilities and facilities for retailing, dining, entertainment and recreation. AGRL believes that the substantial financial commitment by the concessionaires and sub-concessionaires will stimulate further revenue growth in Macau’s gaming and tourism industries.

As at December 31, 2009, SJM operated 20 of the 33 casinos in Macau, Galaxy operated five casinos, Venetian Macau operated three casinos, Melco PBL operated three casinos and Wynn Macau and MGM Grand Paradise each operated one casino (Source: DICJ).

Galaxy was awarded a gaming concession in 2002 and opened its five casinos between 2004 and 2006. Galaxy is reported to be opening additional casinos by 2011. Galaxy entered into a sub-concession with Venetian Macau in December 2002. Venetian Macau currently operates three casinos in Macau, which opened in 2004, 2007 and 2008.

Wynn Macau was also awarded a concession in 2002 and opened its casino in September 2006. Wynn Macau entered into a sub-concession with Melco PBL in 2006. Melco PBL operates three casinos, of which its latest, the $2.1 billion City of Dreams project located on the Cotai Strip, opened on June 1, 2009, and the others opened in 2007 and 2008.

SJM was awarded its concession in March 2002 and currently operates 20 casinos. SJM entered into a sub-concession with MGM Grand Paradise on April 19, 2005. MGM Grand Paradise opened its first casino in December 2007.

With the adverse effect of the recent financial crisis, some of the concessionaires and sub-concessionaires have slowed their investments in gaming and gaming-related facilities. AGRL believes that investments will increase as the financial crisis subsides.

The Republic of Korea Gaming Industry

The first casino in the Republic of Korea opened in Inchon in 1967 and there are presently seventeen in total. With these seventeen venues, the Republic of Korea ranks second in the number of casinos in Asia, but it ranks much lower in terms of revenues. The government discourages widespread gambling by Republic of Korea nationals. Accordingly, casinos are open to foreign nationals only, with the exception of the Kangwon Casino that permits Republic of Korea citizens to gamble.

Of the seventeen casinos nationwide, eight casinos for foreigners are in Jeju Island, located near Japan and Shanghai (just an hour by air). In the past, Jeju casinos have failed to attract new customers from Japan or China and other markets due to the lack of direct air links, not enough varied attractions and a complicated visa process. Since 2002, however, the Republic of Korea national government and the Jeju local government have focused on improving Jeju’s infrastructure. As a result, there are now direct flights, both commercial and routine charter operations, linking Jeju with major Chinese cities such as Shanghai, Beijing, Guangzhou, Hangzhou, Shenzhen and Shenyang.

With the opening of Seven Luck Casino Seoul Gangnam in January 2006, followed by the opening of the Seven Luck Casino at Millennium Hilton in May 2006 and Seven Luck Casino Busan Lotte in June 2006, the casino industry for foreigners went from $420 million in revenues and 574,000 visitors in 2005 to $500 million in revenues and 989,000 visitors in 2006. In 2007, the casino industry attracted 1,170,000 visitors and had $660 million in revenues, increases of 19% and 39%, respectively, compared with the previous year. In 2008, the number of visitors was 1,277,000 and revenues were $731 million. In 2009, the number of visitors further increased to 1,676,000 and revenues were $808 million. Seven Luck, a subsidiary company of the South Korea Tourism Organization run by Grand Korea Corp., is considered to have played a

TABLE OF CONTENTS

pivotal role in attracting foreign tourists through various and differentiated sales methods such as agent programs and promotions to draw tourists.

Overview of Jeju

On July 1, 2006, Jeju Island became the Republic of Korea’s first special self-governing province (the Jeju Special Self-Governing Province), gaining control over all matters except those related to defense and foreign affairs. This new status of is accompanied by tax advantages for firms investing on the island as well as visa-free entry to citizens of all but a small number of countries. Also, in July 2006, Jeju Island became a “Free International City,” a business and tourism hub for northeast Asia where people, goods and capital flow freely, joining Hong Kong and Singapore.

Jeju Special Self-Governing Province is located 80 kilometers off the south coast of the Republic of Korea and is considered to be one of the finest and most luxurious golfing and tourist centers of Asia. Jeju Island (Cheju-do in Korean), also known as the “Island of the Gods,” is a volcanic island dominated by Halla Mountain and replete with spectacular waterfalls, sandy beaches, lava formations, citrus groves and warm tropical water. Jeju has had strong ties with China since Qin Shi Huang dispatched representatives to Jeju 2,200 years ago to find the herb of eternal youth. In 2007, Jeju was named a top 5 foreign tourist destination on the Internet Site “ctrip.com,” which is operated by China’s leading travel service enterprise. Jeju’s location puts it only a two hour flight from more than 17 cities with populations in excess of five million. The island is an International Free Trade Zone with daily direct flights into its international airport from most of the larger cities in Asia, including from Beijing, Shanghai, Shenzhen, Guangzhou, Taipei and Tokyo. Jeju has no visitor or tourist restrictions and entrance is substantially unhindered by any advance visa requirements. There are eight casinos for foreigners, thirty-six high quality golf courses on the Island and seven duty-free shops. In excess of five million visitors arrive each year.

To draw in foreign capital, Jeju offers tax incentives. Foreign firms investing at least $10 million on the island are exempt from corporate taxes for the first 15 years, while domestic firms are exempt for 10 years.

The Jeju Development Corporation (JDC) is a special government agency established in 2002 under the Special Act on Jeju Free International City to accelerate Jeju’s development by pursuing government initiatives and projects attracting investment, implementing proactive public relations and marketing activities, and providing integrated support to investors. Under the JDC’s efforts, Jeju has worked to eliminate restrictions and reduce regulations on foreign investors and increase its image as a conservative, stable environment. In addition to special tax incentives, including corporate and personal income exemptions, Jeju is making land available at low lease rates for investors. The JDC and Jeju are focusing on five priority sectors: tourism, education, medical treatment, technology and primary industry.

In light of both the Republic of Korea and Jeju local governments’ economic and infrastructure efforts to facilitate and promote tourism in Jeju, it is expected that the gaming industry will benefit as a result. The governments place TV commercials and magazine advertisements targeting Chinese tourists and gaming patrons to promote Jeju’s tourism and gaming industry. All these are expected to provide a favorable environment for the operation of and investment in the gaming industry in Jeju.

VIP Gaming Promoters

The gaming promoter system began in Las Vegas in the mid-1950s. In Las Vegas, gaming promoters are also known as casino junkets. In those days, casino operators would hire representatives to fill a plane with qualified patrons. Typically, the patrons might receive free airfare, free hotel accommodations, free meals and free shows in exchange for their commitment to gamble a specific number of hours per day at an explicit average bet size. The casinos believed that the patrons would lose more than their out of pocket expenses for bringing, housing and feeding them. Today, junkets function in a very similar way in Las Vegas, with the number of free items a patron receives based on the number of chips that patron turns over.

VIP Gaming Promotion in Macau

Unlike in Las Vegas, the gaming promoter system in Macau developed to promote VIP gaming operations. A VIP gaming room is an individual room within a casino specifically designed and designated for VIP room gaming patrons’ usage only. A VIP gaming room has its own cage, which functions as a financial

TABLE OF CONTENTS

vehicle between the casino and the VIP gaming promoter. All properties of the VIP gaming room belong to the casino, the dealers and the gaming managers are employees of the casino, and the gaming operations of a VIP gaming room are run by the casino. In effect, only the marketing efforts have been contracted out to the VIP gaming promoters, which efforts include the making of loans to agents and collaborators. Unlike in Las Vegas, in Macau, it is this VIP room gaming segment, not the mass market, that is driving the growth of its gaming industry. For 2009, VIP gaming operations in Macau amounted to $9.98 billion, or 66.84% of the gross revenue from casino games.

Initially, US companies operating in Macau did not emphasize the importance of VIP gaming rooms. However, these US companies quickly realized the importance of VIP gaming rooms, as demonstrated by disclosures contained in the prospectuses of a number of companies operating casinos in Macau, including Melco Crown Entertainment Limited, SJM Holdings Limited, Wynn Macau, Limited, and Sands China Ltd. Such disclosures indicate that the various casino operators rely on VIP gaming promoters to generate revenue. Because VIP gaming promoters play such an important role in the Macau gaming industry, they are heavily regulated by the government.

The gaming promoter system in Macau was developed to promote VIP gaming operations. A VIP gaming promoter enters into a gaming promoter agreement (sometimes referred to as junket representative agreements) with the concessionaire or sub-concessionaire pursuant to which the VIP gaming promoter agrees to provide promotional services to the concessionaire or sub-concessionaire in consideration for a commission or other forms of remuneration, including, for example, a share of net-win from the VIP gaming room, fees and allowances. The VIP gaming promoters then enter into arrangements with the junket agents (also known as collaborators) who have the direct relationship with the gaming patrons and are relied upon by the VIP gaming promoters to direct gaming patrons to their VIP gaming rooms. It should be noted that a concessionaire or sub-concessionaire may enter into gaming promoter agreements with multiple VIP gaming promoters for operating at a single casino, all in competition with each other.

Under the gaming promoter agreements, VIP gaming promoters are required to purchase non-negotiable chips from the concessionaires/sub-concessionaires and provide them to VIP gaming patrons either directly or indirectly through their junket agents. The gaming promoter agreement may be terminated by (i) mutual agreement, or (ii) if any party to the agreement cannot carry out its obligations under the agreement and this results in a material breach of the terms of the agreement. In addition, the agreement is voidable upon the death or deregistration of the VIP gaming promoter or the bankruptcy of any party to the agreement. Unless an agreement is terminated or notice is served by a party thirty days prior to the date on which the agreement expires, the agreement will be automatically renewed for a period of one to five years until the end of the term of the concessionaires or sub-concessionaires’ concessions.

Rolling Chip Turnover

Rolling chip turnover is used by casinos to measure the volume of VIP gaming room business transacted and represents the aggregate amount of bets gaming patrons make. Bets are wagered with “non-negotiable chips” and winning bets are paid out by casinos in so-called “cash” chips. “Non-negotiable chips” are specifically designed for VIP gaming patrons to allow casinos to calculate the commission payable to VIP gaming promoters. Commissions are paid based on the total amount of “non-negotiable chips” purchased by each gaming patron. VIP gaming promoters therefore require the gaming patrons to “roll,” from time to time, their “cash chips” into “non-negotiable” chips for further betting so that they may receive their commissions (hence the term “rolling chip turnover”). Through the VIP gaming promoters “non-negotiable chips” can be converted back into cash at any time. Betting using rolling chips, as opposed to using cash chips, is also used by the DICJ to distinguish between VIP table revenue and mass market table revenue.

Commission Schemes

Commissions paid to VIP gaming promoters are calculated on a monthly basis. Generally, the different commission schemes provide VIP gaming promoters with the ability to diversify their commission base to balance short-term volatility. The AGRL VIP gaming promoters may receive their commissions mainly based on two different commission schemes:

TABLE OF CONTENTS

Gaming wins are generally expressed in terms of “net-win,” which is the difference between wins and losses from gaming to the casino operator. Win rates for VIP gaming promoters are generally expressed as the net-win as a percentage of rolling trip turnover and depend upon a number of factors, some beyond their control. In addition to the element of chance inherent in gaming, win rates are also affected by factors such as the skill, experience and financial resources of the gaming patrons, the mix of games played and the amount of time spent at the gaming tables and the volume of bets placed by the gaming patrons. Win rates may differ greatly over short time periods, such as from quarter to quarter, resulting in volatility in periodic results of VIP game promoters.

In July 2009, all concessionaires and sub-concessionaires in Macau entered into an agreement among themselves to cap gaming promoter commissions. Under this agreement, commission payments to gaming promoters based on rolling chip turnover cannot exceed 1.25% of rolling chip volumes. The cap became effective on December 1, 2009. The agreement sets forth standards for what constitutes a commission to gaming promoters, including all types of payments, either monetary or otherwise, that are made to gaming promoters such as food and beverage, hotel and other services and allowances. The amendment also imposes obligations on gaming promoters, concessionaires and sub-concessionaires to report regularly to the DICJ and permits the imposition of fines or other sanctions for noncompliance with the commission cap or the monthly obligations to report and detail the amount of commissions paid to gaming promoters.

Credit Arrangements

The parties involved in VIP gaming frequently enter into various credit arrangements, the ultimate goal of which is to provide credit to the gaming patrons for their gaming activities. Thus, casino concessionaires and sub-concessionaires may grant credit to VIP gaming promoters who, in turn, may extend credit to the agents or collaborators who have the direct relationships with the gaming patrons. The agents then may extend credit to the gaming patrons. Such credit facilities may or may not be secured, depending upon the creditworthiness of the borrowers and the relationship between the lender and borrower. In relatively rare circumstances, the VIP gaming promoters may extend credit directly to the gaming patrons.

VIP Gaming Promotion in Jeju

Compared to Macau, gaming in casinos in Jeju is more reliant on mass gaming than VIP gaming and is also more prevalent on weekends rather than throughout the week. During the trial operation in 2008, AGRL’s VIP gaming promoter operated in a manner highly similar to that used in Macau, predominantly with junket tours from the People’s Republic of China.

AGRL’s Gaming Operations

AGRL operates through 5 wholly owned subsidiaries that were incorporated in the British Virgin Islands in 2007, listed in the table below. The principal business activities of the subsidiaries are to hold profit interest agreements with the VIP gaming promoters that assign the profit streams from the gaming related businesses of the VIP gaming promoters to the subsidiaries.

Subsidiary		Date of Incorporation
Foxhill Group Limited (“Foxhill”)			February 15, 2007
Kasino Fortune Investments Limited (“Kasino Fortune”)			February 16, 2007
Well Mount International Limited (“Well Mount”)			November 1, 2007
Link Bond International Limited (“Link Bond”)			November 1, 2007
Billion Boom International Limited (“Billion Boom”)			November 1, 2007

Foxhill, Kasino Fortune and Link Bond is each a party to a profit interest agreement with a VIP gaming promoter, as described below. Well Mount is a party to a profit interest agreement with a VIP gaming promoter that is inactive and Billion Boom is inactive.

TABLE OF CONTENTS

The major shareholders and management of AGRL’s VIP gaming promoters are members of AGRL’s management team who operate the VIP gaming promoters for the benefit of AGRL. These individuals, Messrs. Lam Man Pou, Vong Hon Kun and Leong Siak Hung, have extensive experience in the gaming business and long personal and business relationships among each other, some beginning as early as 1990. See the section entitled “Management — Information About the Directors and Executive Officers.” Mr. Zheng An Ting, the major shareholder of one of AGRL’s VIP gaming promoters, also has extensive experience in the gaming business, as do others associated with AGRL’s VIP gaming promoters.

The following companies are AGRL’s VIP gaming promoters:

VIP Gaming Promoter		Date Formed (Jurisdiction)		Location		Major Shareholder(s)		AGRL Profit Interest Agreement Party
Sang Heng Gaming Promotion Company Limited (“Sang Heng”)		March 28, 2007 (Macau)		Star World Hotel and Casino — Downtown Macau		Lam Man Pou		Kasino Fortune
Iao Pou Gaming Promotion Limited (“Iao Pou”)		May 27, 2009 (Macau)		MGM Grand Hotel and Casino — Macau		Zheng An Ting		Foxhill
Champion Lion Limited (“Champion Lion”)		November 14, 2009 (British Virgin Islands)		Unicorn Hyatt Regency Casino — Jeju — Not currently operating		Leong Siak Hong and Vong Hon Kun		Link Bond
Spring Gaming Promotion Limited (“Spring”)		March 28, 2007 (Macau)		Not currently operating		Lam Man Pou
Doowell Limited (“Doowell”)		November 20, 2007 (British Virgin Islands)		T.H.E. Hotel and Casino — Jeju — Not currently operating		Lam Man Pou		Well Mount
Jinark Limited (“Jinark”)		November 20, 2007 (British Virgin Islands)		Not currently operating		Lam Man Pou

Sang Heng’s gaming promoter agreement for the operation of the VIP gaming room at the Star World Hotel and Casino in Macau was entered into with Galaxy on September 4, 2009. Iao Pou’s gaming promoter agreement for the operation of the VIP gaming room at the MGM Grand Hotel and Casino was entered into with MGM Grand Paradise on November 9, 2009. MGM Grand Paradise is the holder of a sub-concession granted by SJM.

TABLE OF CONTENTS

The following diagram illustrates AGRL’s corporate structure and the relationships with its VIP gaming promoters that are currently active:

To carry out their promotional activities, AGRL’s VIP gaming promoters have a team of over 1,000 gaming collaborators and junket agents who have direct relationships with VIP gaming patrons, a significant percentage of whom are mainland Chinese nationals. Junket agents compete among themselves for VIP gaming patrons primarily through personal service. The VIP gaming promoter pays commissions to its collaborators and junket agents based on the rolling chip turnover of each individual collaborator or junket agent.

Day-to-day management and operation of the VIP gaming rooms is contracted by the VIP gaming promoter to management companies that are responsible for hiring and managing all staff needed for the operation. This includes local managers and executives to provide supervision, finance and cage personnel, public relations, drivers and other service staff (waiters, cleaners, etc.). The VIP gaming promoters for the two Macau operations have entered into agreements to provide such services with Pak Si Management and Consultancy Limited of Macau, pursuant to which each of them pays the manager HK $1,200,000 per month (approximately US $155,000 per month), from which the management company is responsible to pay all salaries, benefits and other expenses of operation. Total staff at each operation, including executives, is approximately 100 persons. The principal of Pak Si Management and Consultancy Limited is the sister-in-law of Mr. Vong but has no position or other relationship with AGRL or any of its VIP gaming promoters.

AGRL’s VIP gaming rooms are primarily focused on high-stakes baccarat. In 2009, baccarat accounted for approximately 88% of total Macau casino winnings. The AGRL VIP gaming promoter at the Galaxy Star World Hotel and Casino in Macau is paid on the basis of 1.25% of rolling chip turnover. The AGRL VIP gaming promoter at the MGM Grand Hotel and Casino in Macau is paid on the basis of 40.25% of gaming wins before expenses; if there are losses during the relevant period, the VIP gaming promoter will reimburse the concessionaire or sub-concessionaire in accordance with the gaming promoter agreement. AGRL’s VIP gaming promoters’ gross win rate as a percentage of rolling chips turnover has historically ranged between approximately 1.1% and 4.5%. Their average historical gross win rate was 2.87% for the period from May 2006 to December 31, 2009. Based on an average of 2.87%, AERL’s net profit before general and administrative expenses has typically averaged 0.45% of rolling chip turnover.

Profit Interest Agreements

Current Macau laws do not allow non-Macau companies such as AGRL to directly operate a gaming promotion business in Macau. Consequently, AGRL’s gaming promotion business is operated through a series

TABLE OF CONTENTS

of contractual arrangements, including profits interest agreements, that enable AGRL to receive substantially all of the economic benefits of AGRL’s VIP gaming promoters and exercise effective control over those VIP gaming promoters.

Pursuant to these arrangements, each VIP gaming promoter enters into an agreement with the casino operator to operate a VIP gaming room in the casino. These agreements provide that the VIP gaming promoter receives a commission of the type described above. The VIP gaming promoter then enters into a profit interest agreement with an AGRL subsidiary, providing for the assignment to the subsidiary of 100% of the profits derived by the VIP gaming promoter from its operation of the VIP gaming room. The manner of calculation of the profit is set out in an exhibit to the profit interest agreement. All of the current profit interest agreements to which the AGRL subsidiaries are party provided that such assignments were effective on February 2, 2010, the date of the consummation of our acquisition of AGRL.

In addition to the assignment of the profit interest, each profit interest agreement provides that the VIP gaming promoter will not terminate its underlying agreement with the casino without our consent and that it will at all times maintain all licenses, agreements and other permissions it requires to perform its obligations pursuant to such agreement. In connection with the profit interest agreements, Messrs. Lam and Vong have agreed to make loans to AGRL for use by AGRL for working capital and to make loans to AGRL’s VIP gaming promoters. Pursuant to the agreement relating to such loans, such loans will be in an amount not less than HK $150,000,000 (approximately US $19,300,000) on and after February 2, 2010 (the date of the acquisition of AGRL by AERL) and not less than HK $350,000,000 (approximately US $45,000,000) on and after March 31, 2010 and until the agreement is terminated. At February 2, 2010, the amount of the funding advanced to AGRL by Messrs. Lam and Vong was HK $157,000,000. This funding commitment terminates at the end of the fiscal quarter that AGRL’s working capital is not less than HK $775,000,000 (approximately US $100,000,000), exclusive of any working capital provided by Messrs. Lam and Vong. Messrs. Lam and Vong will also guaranty to AGRL the repayment of all loans made by AGRL to the VIP gaming promoters with their approval.

AGRL’s Operations in Jeju

AGRL believes that Jeju, with its ease of entry and absence of a visa requirement for visitors from mainland China, coupled with the availability of high quality hotel facilities and very short flying time from major Chinese cities (just an hour from Shanghai), will attract VIP gaming patrons from China to Jeju as a favorable alternative gaming site to Macau. Among the favorable factors are the following:

TABLE OF CONTENTS

AGRL’s VIP gaming promoters were the first VIP room gaming promoters to introduce the VIP gaming model of Macau into Jeju and conducted a trial run from May 1, 2008 through July 31, 2008 at the Lvegas Casino in the T.H.E. Hotel and Casino operated by TLC Leisure Co. Ltd. During the trial run, Doowell, AGRL’s VIP gaming promoter, promoted the VIP gaming rooms with rules largely identical to those of Macau in a less competitive environment. AGRL received positive feedback from the collaborators and junket agents and gaming patrons but, because of the financial turmoil that erupted just around the time of the trial run, it was unable to get funding commitments for a more permanent operation and terminated the trial.

However, the trial run of the VIP gaming room affirmed AGRL’s belief in the viability and profitability of operating a Macau-style VIP venue in Jeju and it has proceeded with plans for opening a permanent operation. Accordingly, Champion Lion entered into an agreement with Unicorn Hyatt Regency Casino and is considering opening VIP gaming room operations there in the second half of 2010. AGRL is considering additional facilities as well.

Competition

There is a large number of VIP gaming promoters in Macau and competition among them is intense. They first compete at the level of obtaining gaming promoter agreements with concessionaires and sub-concessionaires. Then, because concessionaires and sub-concessionaires frequently enter into gaming promoter agreements with a number of VIP gaming promoters to operate VIP gaming rooms in the same hotel, they compete against each other in efforts to attract gaming patrons to their own VIP gaming rooms through their arrangements with junket agents and collaborators. Finally, they compete with VIP gaming promoters who operate in other hotels in which they don’t have a presence.

One of the most critical factors in competing successfully in this environment is the experience of management. In this regard, AGRL believes that it is favorably positioned as the owners and managers of its VIP gaming promoters have been engaged in the specialized market of VIP gaming for over 20 years and have developed an agent marketing program of over 1,000 agents with a client referral base throughout Asia that has a proven track record in operating gaming and gaming-related activities. Another critical factor is the level of services that are provided to the agents and collaborators and their gaming patrons. AGRL believes that the level of such services that it provides is very high and quite competitive. A third competitive factor is the relationships that exist between the VIP gaming promoters and the agents and collaborators, on the one hand, and between the agents and collaborators and their VIP gaming patrons, on the other hand. AGRL makes great efforts to select agents and collaborators that have excellent patron relationships and to maintain strong personal relationships with them once they are selected.

In Jeju, AGRL knows of no company other than AGRL that has operated VIP gaming rooms. Although limited in time, AGRL believes that its trial run in 2008 has provided it with exposure to this market and has provided it with a strong base of experience that no other company presently has.

Because VIP gaming promoters are almost all privately held companies, no public financial information is available as to their operations.

Business Strategy

AGRL plans to expand its operations in Macau and to move forward in the second half of 2010 with its planned operation in Jeju.

Macau

AGRL believes that gaming revenue growth and visitation to Macau have been, and will continue to be, driven by a combination of factors, including: (i) Macau’s proximity to major Asian population centers; (ii) the liberalization of restrictions on travel to Macau from mainland China and of currency restrictions to permit Chinese travelers to take larger sums of currency out of mainland China; (iii) the increase in regional wealth, leading to a large and growing middle- and upper middle-class in China with more disposable income; (iv) infrastructure improvements that are expected to facilitate more convenient travel to and within Macau; and (v) an increasing supply of casino, hotel and entertainment offerings in Macau, including large mixed-use developments. AGRL believes that its management’s knowledge of the Macau gaming industry and expertise in VIP gaming provide it with a platform to capitalize on the opportunities in the overall growth of the Macau gaming industry.

TABLE OF CONTENTS

In view of the increasing number of casinos in Macau, AGRL’s VIP gaming promoters are applying a number of strategies, including:

Jeju

AGRL sees a significant business opportunity in the gaming industry in Jeju. It believes that expanding its operations into Jeju will benefit AGRL because:

Governmental Regulation — Macau

The operation of casino games or other games authorized by the Macau government is subject to general administrative, civil and criminal laws and to the specific gaming laws. Law No. 16/2001 (the “Macau Gaming Law”) introduced and established the legal framework and the principal rules for the operation of casino games and sets out the governing framework for regulation of casinos in Macau.

The concession regime restricts the operation of casino games to private companies incorporated in Macau that have concessions granted by the MSAR pursuant to the concession contracts and applicable gaming laws and regulations. Pursuant to the Macau Gaming Law, the MSAR granted concessions to SJM, Wynn Macau and Galaxy under an international public tender. The Macau government also authorized three sub-concessions, one by Galaxy to Venetian Macau, one by SJM to MGM Grand Paradise and one by Wynn Macau to Melco PBL. It is provided under SJM’s concession, as well as in Galaxy’s and Wynn Macau’s concession contracts, that the concessionaires cannot enter into sub-concessions without the authorization of the Macau government. The Macau government has stated in public announcements that only three sub-concessions will be permitted.

The DICJ’s Role and Authority

The DICJ is the primary regulator and supervisory institution of the MSAR’s gaming industry. The DICJ plays an active role in fulfilling the objectives set forth in the Macau Gaming Law. The main objectives of the Macau Gaming Law are (i) that concessionaires and sub-concessionaires carry on adequate operation of casino games or other forms of gaming, (ii) that parties involved in the operation, management and supervision of casino games or other forms of gaming are eligible to perform their functions and undertake respective responsibilities, (iii) that operation of casino games or other forms of gaming is performed in a just, honest manner and free from criminal influences and (iv) that MSAR’s public interests relating to special gaming tax and other contributions are well protected by maintaining effective controls and procedures.

TABLE OF CONTENTS

Among other requirements, concessionaires and sub-concessionaires are required to submit to the DICJ for record or inspection all significant documentation and periodic reports regarding their business and operation, as well as to submit to the DICJ all matters requiring the Macau government’s approval or authorization as required by laws, the concession or sub-concession contracts, as applicable (such as changes in shareholding structure, changes in control, directorship and key employees, gaming equipment and other matters related to operation of casino games).

In addition, the DICJ is responsible for assessing the taxes and other amounts payable by concessionaires and sub-concessionaires to the MSAR. The DICJ continuously monitors concessionaires’ and sub-concessionaires’ daily operations and tabulation of net-win generated from casino games including casino table games and slot machines through various control procedures conducted in the casinos.

Gaming Commission

The Macau Gaming Commission was created by the MSAR Chief Executive’s Dispatch No. 120/2000, of 4 July 2000, further amended by Dispatch No. 194/2003. The Gaming Commission is a specialized commission directly reporting to and presided over by the MSAR Chief Executive, with the responsibility to formulate policies and facilitate the development of Macau’s gaming operations and relevant regulatory framework.

Regulations Relating to Macau’s Gaming Industry

The following are the pertinent laws and regulations relating to us and the gaming industry in Macau:

The Macau Gaming Law.  The Macau Gaming Law established the legal framework and the principal rules for the operation of casino games or other forms of gaming in the MSAR. It sets forth the objectives of the legal system governing the operation of casino games and it defines the permitted types of casino games, places, locations and periods for operation. It further sets forth principal rules for the concession regime and provides for obligations of the concessionaires including submitting their accounts and records to the Macau government, and special gaming tax to the MSAR.

Administrative Regulation No. 26/2001 (“Gaming Tender Regulation”).  The Gaming Tender Regulation, as amended, sets forth the terms of the public tender procedures for the granting of concessions for the operation of casino games and the eligibility and financial capacity requirements of bidders (also applicable to the sub-concessions).

The Rules of Casino Games.  The Macau government has promulgated additional rules to supplement the rules of casino games set forth in Section 55 of the Macau Gaming Law. These supplemental rules were approved by the External Dispatches of the Secretary for Economy and Finance, which set out or renewed the detailed procedures and rules of certain casino games, namely football poker, wheel of fortune, baccarat, soccer poker, black jack, fish-prawn-crab, roulette, Q poker, fan-tan and stud poker.

Law No. 5/2004, Enacted on June 14, 2004 (“Gaming Credit Law”).  The Gaming Credit Law governs the granting of gaming credit in the MSAR and authorizes the (i) concessionaires, (ii) sub-concessionaires and (iii) VIP gaming promoters who enter into a contract with a concessionaire or sub-concessionaire to grant gaming credits. Pursuant to the Gaming Credit Law, the granting of gaming credit is limited to the following three circumstances: (i) a concessionaire or a sub-concessionaire as a creditor may grant gaming credits to a gaming patron as a borrower; (ii) an authorized gaming promoter as a creditor may grant gaming credits to a gaming patron as a borrower; or (iii) a concessionaire or a sub-concessionaire as a creditor may grant gaming credits to an authorized gaming promoter as a borrower. It also forbids the assignment or transfer in any form of the power to grant gaming credits. The Gaming Credit Law provides for the obligations of the credit grantors towards the DICJ and scope of the DICJ’s supervision. Specifically, the granting of gaming credits is enforceable as a civil debt pursuant to Article 4 of the Gaming Credit Law.

Law No. 8/96/M, Enacted on July 22, 2002 (“Law on Illicit Gaming”).  The Law on Illicit Gaming prohibits all forms of operation, promotion or assistance to gaming outside the authorized areas, as well as any fraudulent gaming in authorized areas, or any unlicensed granting of loans or gaming credits to gaming patrons.

TABLE OF CONTENTS

Administrative Regulation No. 27/2009, Enacted on August 10, 2009.  As a result of the amendments made to Administrative Regulation No. 6/2002 by the recently enacted Administrative Regulation 27/2009 dated August 10, 2009, the Secretary of Economy and Finance of the Macau government now has the authority to issue a dispatch implementing the 1.25% Gaming Promoter commission cap, as agreed between all concessionaires and sub-concessionaires.

The commission cap became effective on December 1, 2009. The amendment sets forth standards for what constitutes a commission to VIP gaming promoters, including all types of payments, either monetary or otherwise, that are made to Gaming VIP gaming promoters such as food and beverage, hotel and other services and allowances. The amendment also imposes obligations on VIP gaming promoters, concessionaires and sub-concessionaires to report regularly to the DICJ and imposes fines or other sanctions for non-compliance with the commission cap or the monthly obligations to report and detail the amount of commissions paid to VIP gaming promoters.

Compulsory Licensing and Registration Requirements for VIP Gaming Promoters.  The DICJ initiated the first licensing process in Macau for gaming promoters, under the transition arrangements introduced by the Gaming Promoters Regulation. Gaming promoters must also be registered with one or more than one concessionaire or sub-concessionaire, unless otherwise restricted by contract. The gaming promoters must also execute a contract with the concessionaire or sub-concessionaire after obtaining gaming promoter licenses.

The Gaming Promoters Regulation restricts the operation of gaming promotion to licensed corporate entities, commercial partnerships or individuals that are registered as entrepreneurs with the MSAR Finance Department and meet the relevant requirements promulgated by the DICJ. In order to obtain a license for gaming promotion, the applicant must submit its application for suitability assessment by the DICJ, which includes assessment of the suitability of the gaming promoters’ key employees. When the gaming promoter is a commercial partnership or a company, the suitability of the gaming promoter’s directors and shareholders holding 5% or more of the share capital is also assessed. A gaming promoter license is valid until December 31^st in the year it is granted and can be renewed each year upon submission of an application to the DICJ. The renewal application must include a signed declaration by the legal representative of the relevant concessionaire that it is the intention of the concessionaire to operate with such gaming promoter in the following year. Gaming promoters that are sole proprietors are subject to compulsory assessment of their suitability every three years, and gaming promoters that are commercial partnerships or companies are subject to compulsory assessment every six years. Extraordinary suitability assessment may be conducted also by the DICJ.

Concessionaires and sub-concessionaires are jointly liable to the Macau government for the activities conducted by the gaming promoters, gaming promoters’ employees, collaborators and junket agents within their respective casino premises. Gaming promoters are jointly liable for the activities of their employees and collaborators within the casino premises of concessionaires and sub-concessionaires and for their compliance with applicable laws and regulations. Failure by the gaming promoters or the concessionaires or sub-concessionaires to fulfill their major obligations under the Gaming Promoters Regulation may result in the following consequences:

Major Obligations Imposed Upon Gaming Promoters.  VIP gaming promoters in Macau are required to comply with the following obligations:

TABLE OF CONTENTS

Major Obligations Imposed Upon Concessionaires and Sub-Concessionaires.  Concessionaires and sub-concessionaires in Macau are required to comply with the following obligations with respect to their gaming promoters:

TABLE OF CONTENTS

Anti-Money Laundering Regulations

The MSAR has been a member of the Asia/Pacific Group on Money Laundering (“APG”) since 2000. As a member of APG, the MSAR undertook, between 1990 and 2004, to implement the 40 recommendations and nine special recommendations of the Financial Action Task Force on Money Laundering (“FATF”), an inter-governmental body created in 1989 to develop and promote policies to combat money laundering and terrorist financing. As at July 24, 2007, the APG and Offshore Group of Banking Supervisors (“OGBS”), in their “Mutual Evaluation Report on Macau, China Against the FATF 40 Recommendations (2003) and 9 Special Recommendations,” determined that, despite non-compliance with Special Recommendation 9 relating to cross-border declaration and disclosure, Macau had demonstrated a strong commitment towards implementing laws and institutional bodies to enhance its compliance with international anti-money laundering standards. The MSAR Legislative Assembly approved a new anti-money laundering law on March 23, 2006 to combat money laundering by further strengthening the record-keeping and reporting requirements relating to suspicious activities.

The following are the pertinent laws and regulations relating to the anti-money laundering regulations in Macau that have recently been enacted:

Law No. 2/2006, Published in Macau Official Gazette No. 14 of 3 April 2006.  This law requires casino operators, concessionaires, sub-concessionaires, gaming promoters, and other entities such as financial institutions, insurance companies, exchange houses, money remittance companies and professionals to assist the Macau government in its efforts to combat money laundering activities. Corporate entities and associations are responsible and liable for money laundering when the crime is committed in their name and corporate interest be either (i) their corporate bodies or representatives, or (ii) a person under their authority, when the crime became possible by virtue of an unlawful breach of the vigilance or control duties pending on such entity.

Section 34 of the Gaming Law.  This section imposes a duty on the external auditors of the concessionaires, sub-concessionaires and managing companies of gaming operations to inform the DICJ and the Finance Department about any facts that may give rise to a suspicion of that entity, the members of that relevant corporate bodies or their employees of being involved in money laundering.

Section 30 of the Gaming Promoters Regulation.  This section provides that the concessionaires and sub-concessionaires must inform the relevant authorities about any fact indicating gaming promoters and their collaborators involved in acts of money laundering.

Legislative Developments

In order to better address the needs of the existing concession regime and to facilitate the modernization of the gaming industry in the MSAR, the Macau government and its Legislative Assembly have been revising the existing gaming regulations and are expected to enact new legislation or amend existing legislation to strengthen the legal framework on gaming activities. The MSAR Legislative Assembly enacted legislation in 2004 allowing concessionaires or sub-concessionaires to extend gaming credits to gaming patrons and to enforce gaming debts. Future legislation may cover operation of gaming areas, gaming chips and tokens, slot machines and offenses related to gaming and may change or update existing legislation.

Environmental Regulations

All organizations in Macau have to comply with the environmental principles of the environmental protection policy according to the Macau Ordinance, namely in respect of noise, pollution and construction nuisance. AGRL does not believe that it is in violation of any environmental laws.

Labor and Safety Regulations

Pursuant to Macau laws and regulations, Macau employers must register their employees under the mandatory Social Security Fund, make social security contributions for each of its employees and contract insurance to protect the rights and interests of their employees in the event of working accident and/or professional disease. AGRL believes that it is in compliance with all such regulations.

TABLE OF CONTENTS

Governmental Regulation — The Republic of Korea

Casino gaming in the Republic of Korea is regulated by the Tourism Promotion Act, which addresses overall regulation of the tourism industry in the country. The provisions of the act include specific regulations for casinos but do not specifically address gaming promoters. Casino licenses are granted for stated terms and are subject to termination if the conditions attached to the licenses, including investment requirements, are not complied with. Except for the Kangwon Land Casino, Republic of Korea nationals are not permitted to play in casinos in the Republic of Korea.

Seasonality

Typically, holiday periods in China, such as the New Year, the National Day, the Labour Day and the Mid-Autumn Festival, when many people in China take vacations, show peaks in gambling activity. Because AGRL has operated for only a few years and has experienced large growth from its inception, its results to date do not reflect any such peaks. However, as its business matures, it expects that it will experience peaks of activity at the times of holidays. In Jeju, the number of foreign tourists somewhat fluctuates among months but AGRL believes that there is no significant seasonality in the tourism industry, including casinos.

Legal Proceedings

AGRL is not involved in any legal proceedings that are anticipated to have a material effect on its business, financial position, results of operations or liquidity, nor is AGRL aware of any proceedings that are pending or threatened that may have a material effect on its business, financial position, results of operations or liquidity. From time to time, AGRL is subject to legal proceedings and claims in the ordinary course of business, certain of which would be covered by insurance. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

TABLE OF CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a holding company that conducts our primary business operations through our wholly owned subsidiary, Asia Gaming & Resort Limited (“AGRL”), and its subsidiaries.

We were incorporated in the Cayman Islands on September 24, 2007 under the name “CS China Acquisition Corp.” for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business, that had its principal operations in the People’s Republic of China (including Hong Kong and Macau).

On February 2, 2010, we acquired all of the outstanding securities of AGRL from Spring Fortune Investment Ltd (“Spring Fortune”), resulting in AGRL becoming our wholly owned subsidiary. Upon the business combination with AGRL, we changed our name to “Asia Entertainment & Resources Ltd.”

Prior to the business combination with AGRL, we had no operating business.

AGRL was incorporated on May 2, 2007 in Hong Kong. It is an investment holding company of subsidiaries that, through profit interest agreements with affiliated companies known as VIP gaming promoters, are entitled to receive all of the profits of the VIP gaming promoters from VIP gaming rooms operated by the VIP gaming promoters in casinos at major hotels in Macau and, if present plans are effected, on Jeju Island, Korea.

The acquisition of AGRL has been accounted for as a “reverse merger” and recapitalization since Spring Fortune, the former shareholder of AGRL, became the owner of a majority of the outstanding ordinary shares immediately following the completion of the transaction and has significant influence and the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity, and AGRL’s senior management dominates the management of the combined entity, in accordance with the provision of Financial Accounting Standards Board Accounting Standards Codification (“FASB-ASC”) topic 805 Business Combinations. Accordingly, AGRL was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of AGRL. Accordingly, the assets and liabilities and the historical operations that are reflected in the financial statements are those of AGRL and are recorded at the historical cost basis of AGRL. Our assets, liabilities and results of operations were consolidated with the assets, liabilities and results of operations of AGRL after consummation of the acquisition.

AGRL’s Financial Condition and Results of Operations

The discussion and financial information for the two years ended December 31, 2009 relates to periods prior to our business combination with AGRL on February 2, 2010. It should be read in conjunction with AGRL’s consolidated financial statements and the combined financial statements of the Promoter Companies appearing elsewhere in this registration statement.

Current Macau laws do not allow non-Macau companies such as AGRL to directly operate a gaming promotion business in Macau. Consequently, AGRL’s gaming promotion business is operated through a series of contractual arrangements, including profits interest agreements, that enable the AGRL subsidiaries to receive substantially all of the economic benefits of its VIP gaming promoters and for AGRL to exercise effective control over its VIP gaming promoters.

Pursuant to these arrangements, each VIP gaming promoter enters into an agreement with the casino operator and license holder to promote a VIP gaming room in the casino. These agreements provide that the VIP gaming promoter receives a commission or shares in the net win/loss of the VIP gaming room. The VIP gaming promoter then enters into a profit interest agreement with a subsidiary of AGRL, providing for the assignment to the subsidiary of 100% of the profits derived by the VIP gaming promoter from its promotion of the VIP gaming room. The manner of calculation of the profit is set out in an exhibit to the profit interest agreement. All of the current profit interest agreements to which AGRL’s subsidiaries are party provide that such assignments were effective on February 2, 2010, the date of the consummation of AGRL’s acquisition by AERL. The profit agreements do not have expiration dates and continue in effect until termination of the operation of the respective VIP gaming rooms.

TABLE OF CONTENTS

In addition to the assignment of the profit interest, the profit interest agreements provide that the VIP gaming promoter will not terminate its underlying agreement with the casino without AERL’s consent and that it will at all times maintain all licenses, agreements and other permissions it requires to perform its obligations pursuant to such agreement. In connection with the profit interest agreements, Messrs. Lam and Vong have agreed to make non-interest bearing loans to AGRL for use by AGRL to make loans to AGRL’s VIP gaming promoters and for working capital. Pursuant to the agreement relating to such loans, such loans will be in an amount not less than HK $150,000,000 (approximately US $19,300,000) on and after February 2, 2010 (the date of the acquisition of AGRL by AERL) and not less than HK $350,000,000 (approximately US $45,000,000) on and after March 31, 2010 and until the agreement is terminated. This funding commitment terminates at the end of any fiscal quarter in which AGRL’s working capital is not less than HK $775,000,000 (approximately US $100,000,000) on the last day of the fiscal quarter, exclusive of any working capital provided by Messrs. Lam and Vong. Messrs. Lam and Vong will also guaranty to AGRL the repayment of all loans made by AGRL to the VIP gaming promoters with their approval.

The following are the subsidiaries of AGRL, which have relationships with AGRL’s VIP gaming promoters (effective February 2, 2010):

Foxhill Group Limited (“Foxhill”) was incorporated in the British Virgin Islands on February 15, 2007. The main asset of Foxhill is the right to 100% of the profit derived by Iao Pou Gaming Promotion Limited (“Iao Pou”) from the promotion of the Iao Kun VIP gaming room at the MGM Grand Hotel and Casino in Macau, pursuant to the profit interest agreement between Foxhill and Iao Pou. Prior to the commencement of operations of the Iao Kun VIP gaming room in the MGM Grand Macau, Foxhill acquired the right for the profit generated by Spring Gaming Promotion Company Limited (“Spring”) in the Spring VIP Room at the Grand Waldo Hotel in Macau, which was terminated in May 2009 upon the closing of the Spring VIP Room.

Kasino Fortune Investments Limited (“Kasino Fortune”) was incorporated on February 16, 2007. The main asset of Kasino Fortune is the right to 100% of the profit derived by Sang Heng Gaming Promotion Company Limited (“Sang Heng”) from the promotion of the VIP gaming room at the Star World Grand Hotel and Casino in Macau, pursuant to the profit interest agreement between Kasino Fortune and Sang Heng.

Well Mount International Limited (“Well Mount”) was incorporated on November 1, 2007. The main asset of Well Mount is the right to 100% of the profit derived by Doowell Limited (“Doowell”) from the promotion of the VIP gaming room at T.H.E. Hotel and Casino in Jeju Island, Republic of Korea, pursuant to the profit interest agreement between Well Mount and Doowell. The VIP gaming room at T.H.E. Hotel and Casino is currently not operating and both Well Mount and Doowell are presently inactive.

AGRL has established two additional holding company subsidiaries, Billion Boom International Limited (inactive) and Link Bond International Limited (“Link Bond”). On November 14, 2009, Link Bond entered into a profit interest agreement with Champion Lion Limited (“Champion Lion”) relating to 100% of the profit derived by Champion Lion from the promotion of the VIP gaming room at the Unicorn Hyatt Regency Casino in Jeju Island, which management is considering opening in the second half of 2010

Upon the closing of the acquisition of AGRL by AERL, the Promoter Companies became variable interest entities (“VIEs”) of the subsidiaries of AGRL, which are the primary beneficiaries of the operations of the Promoter Companies.

Management’s determination of the appropriate accounting method with respect to the AGRL variable interest entities is based on Financial Accounting Standards Board-Accounting Standards Codification (“FASB ASC”) Topic 810, “Consolidation of Variable Interest Entities”. AGRL consolidates the VIEs in which it is the primary beneficiary and will disclose significant variable interests in VIEs of which it is not the primary beneficiary, if any.

In accordance with FASB ASC Topic 810, the operations of the Promoter Companies will be combined with those of AGRL for all periods subsequent to the closing of the acquisition of AGRL by AERL.

TABLE OF CONTENTS

zAGRL’s VIP Gaming Promoters

The following are AGRL’s VIP gaming promoters and the predecessors of certain of them:

Entity Name		Periods Included in Combination
Current Entities:
Sang Heng Gaming Promotion Company Limited (“Sang Heng”)		August 8, 2007 – December 31, 2007, and Years ended December 31, 2008 and 2009
Spring Gaming Promotion Company Limited (“Spring”)		August 8, 2007 – December 31, 2007, and Years ended December 31, 2008 and 2009 (Ceased operation on May 30, 2009)
Doowell Limited (“Doowell”)		November 20, 2007 – December 31, 2007, and Years ended December 31, 2008 and 2009
Iao Pou Gaming Promotion Limited (“Iao Pou”)		June 22, 2009 – December 31, 2009
Champion Lion Limited (“Champion Lion”)		Not included in combination
Predecessors:
Sang Heng VIP Room (Lam Man Pou) (“Sang Heng VIP Room”)		Years ended December 31, 2007, 2008 and 2009
Spring VIP Room (Lam Man Pou) (“Spring VIP Room”)		Years ended December 31, 2007, 2008 and 2009

Sang Heng, Spring, Iao Pou, Doowell, and Champion Lion are promoters of VIP gaming rooms, which are private room gaming facilities in casinos, in Macau, Special Administrative Region (“Macau” or “Macau SAR”), China, and Jeju Island, in the Republic of Korea.

VIP gaming rooms are well appointed suites generally located within a large casino and serve the purpose of providing luxury accommodations and privacy exclusively for the high-tier gaming patrons to gamble in.

Macau, the only city in China that allows legalized gaming, is located 60 kilometers west of Hong Kong and is connected to mainland China by two bridge systems, a 24 hour ferry service from Hong Kong and direct world flights into its international airport. Jeju Island is a highly developed resort area located off the Southern Coast of the Republic of Korea that allows legalized gaming to non-Korean visitors and tourists. There are no visa requirements for mainland Chinese to go to Jeju Island.

Sang Heng VIP Room was a sole proprietorship, owned by Mr. Lam Man Pou (current chairman and a director of AERL and principal stockholder of Spring Fortune). The operations of Sang Heng VIP Room were to promote a VIP gaming room at the Grand Waldo Hotel and Casino located on the Cotai Strip in Macau, China. Sang Heng VIP Room was licensed by the Macau SAR as a gaming promoter to promote the VIP gaming room and commenced operation on May 22, 2006. It operated until August 8 2007, at which point the operations were transferred to Sang Heng, which continued to promote the Sang Heng VIP Room. In December 2007, Sang Heng relocated the operations of the VIP gaming room at the Grand Waldo Hotel and Casino to the Iao Kun VIP gaming room at the Star World Hotel and Casino, located in downtown Macau.

Spring VIP Room was a sole proprietorship, owned by Mr. Lam Man Pou, and was licensed by the Macau SAR as a gaming promoter to promote the VIP gaming room at the Grand Waldo Hotel and Casino located on the Cotai Strip in Macau. Spring VIP Room commenced operation on May 25, 2006 and operated until August 8, 2007, at which point the operations were transferred to Spring, which continued to promote the VIP gaming room until May 30, 2009. In June 2009, Spring relocated the operations of the VIP gaming room at the Grand Waldo and Casino to the Iao Kun VIP gaming room at the MGM Grand Hotel and Casino.

In order to meet the requirement of Galaxy S.A., the primary concessionaire for Star World Hotel and Casino, Mr. Lam requested Mr. Zheng An Ting to incorporate Iao Pou in Macau SAR, with Mr. Zheng as the major shareholder, to promote the MGM Grand Hotel and Casino Iao Kun VIP gaming room located in downtown Macau. Iao Pou is licensed by the Macau SAR as a gaming promoter to promote the VIP gaming room.

TABLE OF CONTENTS

Doowell is a British Virgin Islands limited company incorporated under the BVI Business Companies Act, 2004 (No. 16 of 2004), owned by Mr. Lam Man Pou. Doowell promoted the Iao Kun VIP gaming room at T.H.E. Hotel and Casino (formerly Nam Seoul Plaza Hotel and Casino), a luxury hotel located in Jeju City on Jeju Island. T.H.E. Hotel and Casino had a trial opening in May 2008. Doowell had limited activity during 2009. Management is evaluating the continuation of operations.

Champion Lion is a British Virgin Islands limited company incorporated under the BVI Business Companies Act, 2004 (No. 16 of 2004), owned by Mr. Vong Hon Kun (currently chief operating officer and a director of AERL) and Leong Siak Hung (currently chief executive officer and a director of AERL). Champion Lion will promote the Iao Kun VIP Room at the Unicorn Hyatt Regency Casino, a luxury hotel located on Jeju Island, which management is considering opening in the second half of 2010.

Revenue Recognition

Revenue from VIP gaming room operations is recorded monthly based upon the VIP gaming promoters’ share of the net gaming wins or as a percentage of rolling chips played in VIP gaming rooms promoted by them.

In accordance with long standing industry practice in Macau, the VIP gaming promoters’ operations in Grand Waldo Hotel and Casino, Star World Hotel and Casino and MGM Grand Hotel and Casino had similar revenue and loss sharing arrangements. Under these arrangements, Sang Heng, Spring and Iao Pou shared in the casino’s VIP gaming room wins or losses from the gaming patrons recruited by the VIP gaming promoters. Typically, wins and losses are allocated to the VIP gaming promoters as 30% of net gaming wins on an after-gaming tax basis, 40.25% or 45% of net gaming wins on a pre-gaming tax basis. The VIP gaming promoters or the casino operators may adjust these arrangements with adequate notice and agreement by both parties to the arrangement.

Additionally, the VIP gaming promoters earn revenues based upon percentages of rolling chip turnover in the VIP gaming rooms (typically 0.05%), which is available to offset costs incurred for accommodations, food and beverage and other services furnished to VIP gaming room patrons without charge and is included in gross revenues and then deducted as promotional allowances as incurred. These revenues are recorded as fees and incentive revenues.

In July 2009, all concessionaires and sub-concessionaires entered into an agreement to cap gaming promoter commissions. Under this agreement, commission payments to gaming promoters cannot exceed 1.25% of rolling chip volumes regardless of the commission structure adopted. As a result of the amendments made to Administrative Regulation No. 6/2002 by Administrative Regulation 27/2009 dated August 10, 2009, the Secretary of Economy and Finance of the Macau Government now has the authority to issue a dispatch implementing the 1.25% gaming promoter commission cap, as agreed between all concessionaires and sub-concessionaires. The amendment sets forth standards for what constitutes a commission to gaming promoters, including all types of payments, either monetary or non-monetary, that are made to gaming promoters such as food and beverage, hotel and other services and allowances. The amendment also imposes obligations on gaming promoters, concessionaires and sub-concessionaires to report regularly to the Gaming Inspection and Coordination Bureau of the Macau government and imposes fines or other sanctions for noncompliance with the commission cap or the monthly obligations to report and detail the amount of commissions paid to gaming promoters.

Beginning in October 2009, Star World Hotel and Casino agreed to revise the Sang Heng gaming promotion agreement and removed the win/loss sharing component and replaced it with a fixed commission structure payable to Sang Heng at a rate of 1.25% of rolling chip turnover. AGRL management has requested the MGM Hotel and Casino to revise the Iao Pou agreement to remove the win/loss sharing component and replace it with a fixed commission structure payable to Iao Pou at a rate of 1.25% of rolling chip turnover. MGM Hotel and Casino has deferred its decision to allow for fixed commission structures, rather than win/loss sharing, until later in 2010. Management believes that this change in the revenue structure will reduce the inherent risk in promoting a VIP gaming room, due to the fluctuation surrounding gaming wins and losses. The fixed commission revenues will be based only on the amount of rolling chip turnover, rather than the win/loss of the gaming operations.

TABLE OF CONTENTS

For the calendar years ended December 31, 2009, 2008, and 2007, AGRL’s VIP gaming promoters realized net income of $15,563,968, $20,195,100 and $13,260,115, respectively.

During 2009, AGRL’s VIP gaming promoters’ monthly average gross win rate as a percentage of rolling chip turnover ranged between approximately 1.1% and 4.5%. The annual average gross win rates as a percentage of rolling chip turnover for the years ended December 31, 2009, 2008, and 2007 were approximately 2.5%, 3.3%, and 2.7%, respectively.

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Revenue from VIP gaming promotion was $60,479,937 for the year ended December 31, 2009, as compared to $51,021,223 for the year ended December 31, 2008, an 18.5% increase. Rolling chip turnover has increased by the amount $2,000,684,600, or 62.6%, in the year ended December 31, 2009 as compared to that of the same period in 2008, principally as a result of (i) one of the Promoter Companies having relocated its lower-tier VIP gaming room from the Grand Waldo Hotel & Casino in the Cotai Strip area of Macau to the MGM Hotel and Casino in downtown Macau and (ii) the Promoter Companies having almost tripled the number of gaming tables from four at Grand Waldo to eleven at the MGM Hotel and Casino. Revenue from VIP gaming promotions did not increase in proportion to the increase in rolling chip turnover because of the lower gross win rate.

Gross win, as a percentage of rolling chip turnover, decreased 25.2% to 2.5% during the year ended December 31, 2009 as compared to 3.3% during the year ended December 31, 2008. While gross win rates decreased during the year ended December 31, 2009, management believes that, over time, industry average gross win rates (approximately 2.80% – 3.00%) will be realized.

The Promoter Companies share of net gaming wins increased $11,740,255 or 27.6% in the year ended December 31, 2009 as compared to the same period in 2008, the increase is not in proportion to the increase in rolling chip turnover during the year ended December 31, 2009, principally as a result of gross win rates decreasing substantially in five calendar months during the year 2009, and the Iao Kun VIP Room at Star World changing its commission structure to a fixed percentage commission rate on rolling chip turnover. The fixed commission of 1.25% is effectively equivalent to 2.78% of gross win as a percentage of rolling chip turnover based on 45% win share (2.78% x 0.45 = 1.25%). These factors outweighed the favorable contribution from the relocation of the Spring VIP Room to the MGM Hotel and Casino and the increase in the number of tables from four at Grand Waldo to eleven at the MGM Hotel and Casino. In order to eliminate this unnecessary volatility during a particular interim period, the Promoter Companies intend to change their commission income from sharing in net win and losses in the VIP gaming rooms to a fixed percentage commission rate on rolling chip turnover. With this system change, the increase in rolling chip turnover would result in a higher net income. This has started with the Iao Kun VIP Room at the Star World Hotel and Casino effective in October 2009 and a request for such change has also been lodged for the Iao Kun VIP Room at the MGM Hotel and Casino.

Fees and incentives decreased by the amount of $2,235,365 or 26.6% in the year ended December 31, 2009 as compared to that of the same period in 2008, principally as a result of (i) a decrease in fees and incentives from T.H.E Hotel and Casino in Jeju because of the absence of gaming operations in Jeju after completion of the trial period in 2008, (ii) an increase in the win / loss allocation basis from 40.25% to 45%, which commenced in May 2008 for the Star World Iao Kun VIP Room, resulted in lower allowance fees for the Promoter Companies and therefore their incentives and (iii) Iao Kun VIP Room is no longer entitled to receive fees and incentives after the change to receive their commission income to a fixed percentage commission rate of 1.25% based on rolling chip turnover effective in October 2009 and thereafter.

The special rolling tax increased by an amount of $220,767 or 74.5% during the year ended December 31, 2009 as compared to that of the same period in 2008 as a result of an increase in rolling chip turnover.

The commission paid to agents increased by an amount of $14,095,521 or 56.3% during the year ended December 31, 2009 as compared to the same period in 2008 as a result of an increase in rolling chip turnover.

TABLE OF CONTENTS

We expect this expense will decline in the future since the amounts paid to junket agents should likely decline following the government’s announcement of its intention to cap the commission rate offered to the gaming promoters.

Selling, general and administrative expenses decreased by an amount of $226,442 or 4.1% during the year ended December 31, 2009 as compared to that of the same period in 2008 as a result of the absence of gaming operations in Jeju.

Total comprehensive income, which includes a foreign currency translation adjustment, was $15,559,569 for the year ended December 31, 2009 as compared to $20,289,487 for the year ended December 31, 2008, a decline of approximately 23.3%, for the reasons stated.

2008 Compared to 2007

Revenue from VIP gaming promotion was $51,021,223 for fiscal year 2008, as compared to $36,247,972 for fiscal year 2007, a 40.8% increase. Revenue increased because (i) rolling chip turnover increased by an amount of $384,185,906 or 13.7%, in fiscal year of 2008 as compared to that of the fiscal year of 2007, principally as a result of (x) the Iao Kun VIP Room in Jeju commencing trial operations in Lvegas Casino at T.H.E Hotel and Casino and (y) the upgrading of the Star World Iao Kun VIP Room to high tier VIP gaming patrons, and (ii) gross win, as a percentage of rolling chip turnover, increased 19.9% to 3.3% in the fiscal year of 2008 as compared to 2.7% in the fiscal year of 2007.

The share of net gaming wins increased by an amount of $12,123,856, or 39.8%, in the fiscal year of 2008 as compared to the fiscal year of 2007, principally as a result of (i) an increase in rolling chip turnover, (ii) a change in the win/loss allocation basis from 40.25% to 45% in May 2008 for Star World and (iii) the gross win rate increased 19.9%.

Fees and incentives increased by an amount of $2,632,737, or 45.7%, in the fiscal year of 2008 as compared to that of the fiscal year of 2007, principally as a result of (i) an increase in rolling chip turnover and (ii) an increase in fees and incentives offered by T.H.E. Hotel and Casino in Jeju.

The special rolling tax was unchanged in the fiscal year of 2008 as compared to that of the fiscal year of 2007 despite the increase in rolling chip turnover, because there is no special rolling tax in Jeju, the Republic of Korea.

The commission paid to agents increased by an amount of $6,741,696 or 36.8%, in the fiscal year of 2008 as compared to that of the fiscal year of 2007 as a result of (i) an increase in rolling chip turnover and (ii) an increase of 19.69% in the average commission rate.

Selling, general and administrative expenses increased by an amount of $1,096,263 or 25%, in the fiscal year of 2008 as compared to that of the fiscal year of 2007 as a result of (i) the Iao Kun VIP Room, Jeju, commenced trial operation in T.H.E Hotel and Casino and (ii) the payment of audit fees for the 3 years of 2006, 2007 and 2008.

Total comprehensive income, which includes a foreign currency translation adjustment, was $20,289,487 for fiscal year 2008 as compared to $13,265,668 for fiscal year 2007, an increase of 52.9%, for the reasons stated.

Liquidity and Capital Resources — Promoter Companies

As of December 31, 2009, the Promoter Companies had a total cash balance of $313,413. Their cash flow from operating activities for the year ended December 31, 2009 was $19,426,597 compared with $20,745,444 in the same period of the prior year. This decrease in cash from operating activities of approximately $1,318,847 was a result of a decrease in net income and an increase in accounts receivable, offset by a decrease in prepaid expenses and other assets, a decrease in accounts payable and an increase in accrued expenses. The Promoter Companies’ cash flow used in financing activities for the year ended December 31, 2009 was $19,868,463, which is solely attributable to the net distribution to owner, when compared to cash used of $20,503,155 for the same period of the prior year, which was also solely attributable to the net distribution to owner. Overall, the Promoter Companies’ cash decreased by $446,265 during the year ended December 31, 2009.

TABLE OF CONTENTS

Liquidity and Capital Resources — AGRL

AGRL’s liquidity and capital resources are derived through the profit interest agreements between its subsidiaries and the VIP gaming promoters. AGRL and its subsidiaries are not otherwise material contributors to the liquidity and capital resources of AERL on a consolidated basis. Management believes that the liquidity and cash flow provided through the profit interest agreements will be adequate for anticipated capital requirements for the remainder of the current fiscal year, including those that may be required for expansion.

AERL’s Financial Condition and Results of Operations

The following discussion and financial information for AERL relates to periods prior to AERL’s business combination with AGRL.

Critical Accounting Policies

Deferred income taxes are provided for the differences between bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Basic and diluted income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Results of Operations for the Transition Period from August 1, 2009 to December 31, 2009

For the transition period from August 1, 2009 to December 31, 2009, we had a net loss of $305,468 derived from interest income of $23,603 offset by $329,071 for expenses.

For the period from September 24, 2007 (inception) to December 31, 2009, we had a net loss of $263,547 derived from interest income of $379,202 offset by $642,749 for expenses.

Results of Operations for the Fiscal Year Ended July 31, 2009

For the fiscal year ended July 31, 2009, we had net income of $68,876 derived from interest income of $355,599, offset by $286,722 of total expenses.

Results of Operations for the Period September 24, 2007 (Inception) to July 31, 2008

For the period from September 24, 2007 (inception) to July 31, 2008, we had a net loss of $26,955 derived from $26,955 for travel and other expenses.

Liquidity and Capital Resources — AERL

As of December 31, 2009, our efforts were limited to organizational activities, activities relating to the initial public offering and the search for an acquisition candidate; we neither engaged in any operations nor generated any revenues through such date.

In connection with our acquisition of AGRL, we redeemed or purchased from a total of 5,015,276 Public Shares from the holders thereof for a total of $29,891,045, utilizing funds that were in the trust account established in connection with our IPO for that purpose. After giving effect to the payment of such amount, there remained approximately $3,000,000 in the trust account, which was transferred to our general funds and used to pay expenses incurred in connection with the acquisition and other corporate expenses.

Since the acquisition of AGRL on February 2, 2010, our cash flow has been positive and working capital has been provided from the operations of AGRL.

TABLE OF CONTENTS

Off-Balance Sheet Arrangements

Warrants issued in conjunction with our IPO are equity linked derivatives and accordingly represent off-balance sheet arrangements. The warrants meet the scope exception in Financial Accounting Standard Board Accounting Standards Codification 815-10-15 and are accordingly not accounted for as derivatives but instead are accounted for as equity. See Notes 3 and 5 to our financial statements for more information.

Contractual Obligations

We do not have any long term debt, capital lease obligations, operating lease obligations, purchase obligations or other long term liabilities except for the management agreements between two of AGRL’s VIP gaming promoters and Pak Si Management and Consultancy Limited of Macau pursuant to which that company is responsible for the hiring and management of staff at the VIP gaming rooms promoted by the VIP gaming promoters in Macau. Each of the management agreements is for a one-year term, subject to renewal. The total obligations of the VIP gaming promoters during each one-year period are HK $28,800,000 (approximately US $3,720,000). See the section entitled “Our History and Business — AGRL’s Gaming Operations.”

TABLE OF CONTENTS

UNAUDITED CONSOLIDATING PRO FORMA FINANCIAL INFORMATION

We are providing the following unaudited consolidating pro forma financial information to aid you in your analysis of the financial aspects of the acquisition.

At the dates of the financial information provided in this section, we were a non-operating public shell corporation, having assets consisting solely of cash and nominal other assets, and AGRL was a private operating company. Upon consummation of the acquisition, the former stockholder of AGRL obtained voting and management control of the combined company. In accordance with the guidance in the SEC’s Corporation Finance Financial Reporting Manual section 12100.1, the acquisition of a private operating company by a non-operating public shell company is considered to be a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization. Accordingly, the assets and liabilities and historical operations that are reflected in the consolidated financial statements are those of AGRL and are recorded at the historical cost basis of AGRL. Our assets, liabilities and results of operations were consolidated with the assets, liabilities, and results of operations of AGRL upon consummation of acquisition.

The unaudited consolidating pro forma statements of operations for the year ended December 31, 2009 gives pro forma effect to the acquisition as if it had occurred on January 1, 2009. The unaudited consolidating pro forma balance sheet as of December 31, 2009 gives pro forma effect to the acquisition as if it had occurred on such date. The unaudited consolidating pro forma statement of operations and balance sheet are based on the historical financial statements of AGRL, the Promoter Companies and us for the year ended December 31, 2009.

This information should be read together with the consolidated financial statements of AGRL and the notes thereto, the financial statements of the Promoter Companies and the notes thereto, our financial statements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

The unaudited consolidating pro forma financial information is presented for informational purposes only and is subject to a number of uncertainties and assumptions and do not purport to represent what the companies’ actual performance or financial position would have been had the transaction occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any future date or for any future period.

TABLE OF CONTENTS

AERL, AGRL AND PROMOTER COMPANIES
  
Unaudited Consolidating Pro Forma Balance Sheet
December 31, 2009

		Audited Balance Sheet of AERL at December 31, 2009				Audited Consolidated Balance Sheet of AGRL at December 31, 2009				Audited Combined Balance Sheet of Promoter Companies at December 31, 2009				Pro Forma Adjustments				Unaudited Pro Forma Consolidated at December 31, 2009
ASSETS
Current Assets
Cash and Cash Equivalents		$	9,320			$	7,734			$	313,413			$	3,011,413	(1)		$	948,240
															(993,600	)(2)
															(444,831	)(2)
															(152,619	)(2)
															(28,706	)(2)
															(773,884	)(9)
Cash held in trust			32,902,960				—				—				(32,902,960	)(1)			—
Accounts Receivable, Net			—				—				4,356,312				—				4,356,312
Prepaid Expenses and Other Assets			28,706				—				25,043				—				53,749
Total current assets			32,940,986				7,734				4,694,768				(32,285,187	)			5,358,301
Total Assets		$	32,940,986			$	7,734			$	4,694,768			$	(32,285,187	)		$	5,358,301
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts Payable		$	—			$	—			$	2,593,544			$	—			$	2,593,544
Accrued Expenses			152,619				—				5,156,821				(152,619	)(2)			5,156,821
Deferred underwriters’ fees			993,600				—				—				(993,600	)(2)			—
Insurance premiums payable			28,706				—				—				(28,706	)(2)			—
Note payable, shareholders			141,000				—				—				(141,000	)(2)			—
Due to related party			—				24,957				—				—				24,957
Total current liabilities			1,315,925				24,957				7,750,365				(1,315,925	)			7,775,322
Ordinary shares, subject to possible redemption, 5,015,276 shares at redemption value			29,891,045				—				—				(29,891,045	)(3)			—
			29,891,045				—				—				(29,891,045	)			—
Shareholders’ Equity (Deficit)
Ordinary Shares			690				12,823								(12,823	)(4)			1,675
															1,456	(4)
															31	(10)
															(502	)(3)
Additional paid-in capital			1,996,873												11,367	(4)			3,545,562
															(263,547	)(5)
															1,800,869	(10)
Accumulated (Deficit)			(263,547	)			(30,046	)							263,547	(5)			(2,908,661	)
															(354,825	)(2)
															(722,890	)(9)
															(1,800,900	)(10)
Advance to owner			—				—				(1,547,668	)			—				(1,547,668	)
Owner’s Equity (Deficit)			—				—				(1,507,929	)			1,507,929	(6)			—
Equity Assumed in Consolidation of Variable Interest Entity			—				—								(1,507,929	)(6)			(1,507,929	)
Total Shareholders’ Equity (Deficit)			1,734,016				(17,223	)			(3,055,597	)			(1,078,217	)			(2,417,021	)
Total Liabilities and Shareholders’ Equity (Deficit)		$	32,940,986			$	7,734			$	4,694,768			$	(32,285,187	)		$	5,358,301

TABLE OF CONTENTS

AERL, AGRL AND PROMOTER COMPANIES
  
Unaudited Consolidating Pro Forma Statement of Operations
for the Year Ended December 31, 2009

		Unaudited Statement of Operations of AERL for the Year Ended December 31, 2009				Audited Consolidated Statement of Operations of AGRL for the Year Ended December 31, 2009				Audited Combined Statement of Operations of Promoter Companies for the Year Ended December 31, 2009				Pro Forma Adjustments				Unaudited Pro Forma Consolidated for the Year Ended December 31, 2009
Revenue from VIP gaming operations
- Share of net gaming wins		$	—			$	—			$	54,305,850							$	54,305,850
- Fees and allowances			—				—				6,174,087								6,174,087
- Other income			—				—				—								—
Interest income			114,309				—				—				(114,309) (7)				—
Total Revenues			114,309				—				60,479,937				(114,309	)			60,479,937
Expenses
- Travel and entertainment			154,416				—				—								154,416
- Accountant expenses			61,101				—				—								61,101
- Insurance expenses			70,111				—				—								70,111
- Legal expenses			172,672				—				—								172,672
- Special Rolling Tax			—				—				516,742								516,742
- Commission to agents			—				—				39,146,410								39,146,410
- Selling, general and administrative expenses			25,615				18,505				5,252,817				588,000	(8)			5,884,937
Total Expenses			483,915				18,505				44,915,969				588,000				46,006,389
Net (Loss) Income		$	(369,606	)		$	(18,505	)		$	15,563,968			$	(702,309	)		$	14,473,548
Other Comprehensive (Loss) Income
Foreign Currency
- Translation adjustment			—				—				(4,399	)							(4,399	)
Total Comprehensive (Loss) Income		$	(369,606	)		$	(18,505	)		$	15,559,569				(702,309	)		$	14,469,149
Net Income (Loss) Per Share
Basic		$	(0.05	)		$	(0.00	)										$	0.86
Diluted		$	(0.05	)		$	(0.00	)										$	0.45
Weighted average shares outstanding
Basic			6,900,000				10,000,000								9,855,224				16,755,224
Diluted			6,900,000				10,000,000								25,463,224				32,363,224

Pro Forma Adjustments:

TABLE OF CONTENTS

TABLE OF CONTENTS

MANAGEMENT

Our board of directors consists of nine (9) directors divided into three classes, each of which serves for a term of three years, with only one class of directors being elected in each year. All of the current directors other than Joao Manuel Santos Ferreira, Chui Vai Hou, George, and Yeung Lun, Allan, were elected by the shareholders at the time of the acquisition of AGRL. Messrs. Ferreira, Chui and Yeung were appointed by the existing directors on April 7, 2010. The directors serve as follows:

Our executive officers are:

Name		Position
Lam Man Pou		Chairman and Chief Marketing Officer
Leong Siak Hung		Chief Executive Officer
Li Chun Ming, Raymond		Chief Financial Officer
Vong Hon Kun		Chief Operating Officer
Sylvia Lee		Executive Vice President

Our executive officers other than Ms. Lee also hold the same positions with AGRL and are paid in accordance with their employment agreements with AGRL that are described below.

Information About the Directors and Executive Officers

Lam Man Pou, age 48, is the founder, and has been the chairman, chief marketing officer and a director of AGRL since its inception in May 2007. He is responsible for the overall direction and development of AGRL, its subsidiaries and VIP gaming promoters. He is also responsible for developing AGRL’s and its VIP gaming promoters’ marketing programs. Mr. Lam is a citizen of Macau, China and has been involved in the gaming industry in Macau for over 20 years. He had served as junket agent for various VIP gaming rooms in SJM casinos and Waldo Casino before setting up his own gaming promotion business in May 2006. From May 2006 to early July 2007, he was the sole proprietor of Sang Heng and Spring. From March 1990 to May 2002, Mr. Lam was a junket agent for the Casinos of Sociedade de Turismo e Diversoes de Macau, S.A. From June 2002 through May 2005, Mr. Lam was a junket agent for Casino New Century. From July 2004 through May 2006 Mr. Lam was a junket agent for Waldo Casino. He is a member of the Macau Gaming Industry General Association of Administrators and VIP Gaming Promoters. Mr. Lam’s business address is Unit 1004, East Town Building, 16 Fenwick Street, Wanchai, Hong Kong.

Leong Siak Hung, age 40, has served as the chief executive officer and a director of AGRL since its formation and is responsible for the direct general administration of AGRL and AGRL’s strategic planning and expansion. Mr. Leong is a citizen of Macau, China and has over 17 years of active management with various industrial and real property companies in Macau, Hong Kong and China. From November 2001 through June 2003, he was chief executive officer of National Craft Industrial Co. Ltd, a toys manufacturing company in China. From July 2003 to June 2006, he was chief executive officer of Idea Kids Toy Co. Ltd. and Genesis Industrial Co. Ltd. Since July 2006, he has been chairman of Idea Kids Toy Co., Ltd, a toy manufacturing company in China, and also has been chairman of Genesis Industrial Co., Ltd, a toy manufacturing company in Macau. From July 2006 to December 31, 2009, he was chairman of Zhuhai Zhongzhu Real Estate Development Company Ltd, a real property developer. He has acted as management advisor for Mr. Lam in respect of general administration and human resources management for VIP gaming rooms since May 2006. Mr. Leong’s business address is Unit 1004, East Town Building, 16 Fenwick Street, Wanchai, Hong Kong.

TABLE OF CONTENTS

Li Chun Ming, Raymond, age 52, has served as the chief financial officer and a director of AGRL since its formation and is responsible for the accounting and finance of AGRL. Mr. Li is a citizen of Hong Kong, China and is a practicing Certified Public Accountant and a member of the Hong Kong Institute of Certified Public Accountants. He is also an associate of the Hong Kong Taxation Institute and the Association of International Accountants. He is a graduate of Hong Kong Polytechnic University, Department of Accounting. From July 1984 through July 2005 he worked as senior manager for Tony C. M. Yau & Company, Certified Public Accountant, in Hong Kong, where he was engaged in auditing, accounting and corporate services. From August 2005 through July 2006 he worked as a consultant for K Li Business Consultancy Limited, where he was engaged in the provision of corporate and financial advisory services. Since August 2006 he has been an executive director of Klis & Associates CPA Limited, Certified Public Accountants, in Hong Kong. In September 2004, he was appointed as an independent non-executive director of Benefun International Holding Limited, a Hong Kong publicly listed company engaged in the sales of plantation products, property development, garment manufacturing and retailing, and held such position until May 2009. He has acted as an advisor to Mr. Lam in respect of the financial management of the VIP gaming rooms since May 2006. Mr. Li’s business address is Unit 1004, East Town Building, 16 Fenwick Street, Wanchai, Hong Kong.

Vong Hon Kun, 45, has served as the chief operating officer and a director of AGRL since its formation and is responsible for the day-to-day operation of AGRL and developing the VIP gaming patron market in mainland China and the junket agent network throughout that country. Mr. Vong is a citizen of Macau, China. Mr. Vong has spent over 18 years in the gaming industry and had served as junket agent for various VIP gaming rooms in SJM casinos and Waldo Casino before joining Lam Man Pou for promoting gaming business in May 2006. From July 1990 to May 2002, Mr. Vong was a junket agent for the Casinos of Sociedade de Turismo e Diversoes de Macau, S.A. From June 2002 through May 2005, Mr. Vong was a junket agent for Casino New Century. From July 2004 through May 2005 Mr. Vong was a junket agent for Waldo Casino. Before he joined the gaming industry, Mr. Vong had worked as a civil servant for six years. He is a member of the Macau Gaming Industry General Association of Administrators and VIP Gaming Promoters. Mr. Vong’s business address is Unit 1004, East Town Building, 16 Fenwick Street, Wanchai, Hong Kong.

Chien Lee, age 49, served as our chairman of the board from our inception in September 2007 until the acquisition of AGRL on February 2, 2010. He also served as our chief executive officer from our inception to June 2008. Mr. Lee is a founding member, and has served as the chairman and chief executive officer, of CS Capital USA, LLC since August 2004. CS Capital USA is a private equity firm focused on diversified investments in China. Its investments include SK Development (Zhongshan) Company, Ltd., a land acquisition and real estate development company located in China. Mr. Lee has been the vice chairman of SK Development since its formation in May 2005. In October 2004, Mr. Lee co-founded 7 Days Group Holdings Limited (NYSE: SVN), one of the leading budget hotel chains in China. Mr. Lee also co-founded The Officebox, a retail office products chain superstore in China, in April 2004 and has served as a director since its formation. Since August 1989, Mr. Lee has been a founding member and serves as the president of Lee Holdings Company, Inc., a Miami-based investment company focusing on the acquisition of non-performing assets in the United States from different sources, including but not limited to major banks and life insurance companies. From January 1988 to August 1995, Mr. Lee served as the president and was the founder of City Homes, Inc., a real estate investment company in Miami. Mr. Lee’s business address is 4100 N.E. Second Avenue, Suite 318, Miami, Florida 33137.

James R. Preissler, age 38, served as our chief financial officer and secretary from June 2008 until our acquisition of AGRL on February 2, 2010. Since November 2006, Mr. Preissler has served as a managing partner of Panthera Capital Group, an advisory firm for Chinese companies. From November 2004 until November 2006, Mr. Preissler served as the chief financial officer and secretary for China Unistone Acquisition Corp., a blank check company that subsequently merged with a target in China to form Yucheng Technologies (Nasdaq: YTEC), a provider of financial technologies and solutions to banks in China. Mr. Preissler has served as an investment advisor to Yucheng Technologies since its merger in November 2006. From March 2003 until September 2005, Mr. Preissler served as the associate director of research for Majestic Research, a New York-based independent research boutique firm focused on proprietary research for hedge funds and institutional investors. From March 2002 to February 2003, he served as a head of the digital media research group of Investec, an investment bank specializing on mid-cap growth companies

TABLE OF CONTENTS

in the United States and Europe. Mr. Preissler received a Bachelor of Arts degree from Yale University and currently holds Series 7, 24, 63, and 79 securities licenses. Mr. Preissler’s business address is 50 Old Route 25A, Fort Salonga, New York 11768.

Joao Manuel Santos Ferreira, age 57, is an attorney at law in Macau. From 1996 to July 2008, he was a practicing solicitor at the Macau Jurisdiction Court. From 1975 to 1996, he served in various positions with Macau public departments, including the Macau Inspection Gaming Bureau (DICJ), where he was a Gaming Inspector from 1989 to 1996. He holds a Bachelor’s degree in law from the University of Macau. Mr. Ferreira’s business address is Suite G, 2/F, 26 Rua Dr. Pedro Jose Lobo, Macau.

Yeung Lun, Allan, age 54, has, since 1982, had extensive experience in the manufacturing industry in China. Since June 2008, he has been the operation manager of Yen Hing Leather Works Factory, which operates a manufacturing plant of 3,500 employees in Dongguang, China. From 1982 to 1985, he was with Sun Chung Precision Metal Industry Limited, where he was General Manager at the time he left that company. From 1995 to March 2007, as general manager or deputy general manager, he managed 5 other manufacturing plants in China having thousands of employees. From April 2007 to March 2009, he was an assistant operations manager for High-Tech Industrial (HK) Ltd. Mr. Yeung holds a Bachelor’s degree in Electrical Engineering from Aichi Institute of Technology in Japan. Mr Yeung’s business address is 27/F, Yen Sheng Centre, 64 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong.

Chui Vai Hou, George, age 43, has been Executive Director of Wai Luen Import & Export Company Limited in Macau since 1998. Since December 2008, he has also been Executive Director of Ieng Tat Investment & Development Company Limited, a Macau company engaged in investment activities. From December 2000 to June 2006, he was also Executive Director of Tai Chong Ip (Group) Company Limited, a real estate trading company in Macau. Mr. Chui has also been invited and serves as a Member of the 9^th, 10^th and 11^th Guangzhou Committees of the Chinese People’s Political Consultative Conference of China, which are consultative committees for the Conference. He received a Bachelor’s degree in Social Sciences with First Class Honours, majoring in accounting and statistics, from the University of Southampton in the United Kingdom and also holds a Master of Science degree in International Banking and Financial Studies from the same university. Mr. Chui’s business address is 13A Seng Vo Kok, 405 Rua De Amizade, Macau.

Sylvia Lee, age 46, became our executive vice president in April 2010. She served as our president, chief financial officer and secretary from our inception until June 2008 and as a director from February to April 2010. Ms. Lee is a founding member, and has served as the vice chairman and chief financial officer of CS Capital USA since August 2004. She has also been a director of SK Development since May 2006. Ms. Lee is a founding member and has been the executive vice president of Lee Holdings Company, Inc. since August 1989. From November 1994 to January 2001, Ms. Lee served as the president and was a co-founder of Unique Domain, Inc., an interior design firm and furniture trade showroom chain store in Florida. From June 1993 to September 1997, Ms. Lee was a member and also served as the treasurer of the Arts and Design Village Development Council of Buena Vista, Inc., a non-profit organization which had helped revitalize the mid-town Miami area and the Miami Design District. From August 1989 to August 1995, Ms. Lee served as the vice president of City Homes, Inc. Ms. Lee received a Master of Science degree. from Florida International University and a Bachelor of Arts degree from the University of Hawaii. Ms. Lee’s business address is 4100 N.E. Second Avenue, Suite 318, Miami, Florida 33137.

Independence of Directors

Messrs. Lee, Preissler, Ferreira, Yeung and Chui, who constitute a majority of our board of directors, meet the standards for independence that are required by the Nasdaq Stock Market and other exchanges. At such time as we meet the requirement to have our securities listed on the Nasdaq Stock Market or other stock exchange and apply for such listing, we will be required to adhere to the rules of that exchange in determining whether a director is independent. The Nasdaq Stock Market’s listing standards define an “independent director” generally as a person, other than an officer of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment. Our board of directors will consult with our counsel to ensure that the board’s determinations are consistent with

TABLE OF CONTENTS

those rules and all relevant securities and other laws and regulations regarding the independence of directors. There can be no assurance that any application made by us to the Nasdaq Stock Market or another stock exchange will be approved.

Code of Ethics

In August 2008, our board of directors adopted a code of ethics that applies to our directors, officers and employees as well as those of our subsidiaries and is described in the section of this prospectus entitled “Certain Relationships and Related Transactions — Code of Ethics and Related Person Policy.” Copies of the code of ethics are available free of charge upon request. Requests for copies of the code of ethics should be sent in writing to Asia Entertainment & Resources Ltd., Unit 1004, East Town Building, 16 Fenwick Street, Wanchai, Hong Kong.

Board Meeting Attendance

During the year ended December 31, 2009, there were four meetings of our board of directors. No director attended fewer than 75% of the total number of meetings of the board on which he served during 2009. There were no committees of the board of directors in place during 2009.

Independent Auditors

The firm of UHY LLP has acted since our inception as our principal independent registered public accounting firm. UHY LLP leases all its personnel, who work under the control of UHY LLP partners, from wholly-owned subsidiaries of UHY Advisors, Inc. (“UHY”) in an alternative practice structure. UHY LLP is a registered firm with the Public Company Accounting Oversight Board and is a member of the American Institute of Certified Public Accountants.

AJ. Robbins, PC acted as AGRL’s and AGRL’s VIP gaming promoters’ principal independent registered public accounting firm prior to our acquisition of AGRL and is continuing to act in such capacity. AJ. Robbins, PC is a registered firm with the Public Company Accounting Oversight Board and is a member of the American Institute of Certified Public Accountants, the Colorado Society of Certified Public Accountants and the Center for Audit Quality.

The business address of UHY LLP is 19 West 44^th Street, New York, New York 10036 and the business address of AJ. Robbins, PC is Columbine Place, 216 16^th Street, Suite 600, Denver Colorado 80202.

The following is a summary of fees paid or to be paid by us to UHY LLP and by AGRL to AJ. Robbins, PC for services rendered.

Audit Fees

During the period from August 1, 2009 to December 31, 2009 and the fiscal years ended July 31, 2009 and July 31, 2008, UHY LLP billed us $75,000, $79,250 and $104,850, respectively, for fees for the professional services rendered in connection with the audits of our annual financial statements included in our Annual Reports on Form 10-K and 20-F for those three fiscal periods, the review of our financial statements included in our Quarterly Reports on Form 10-Q during the two fiscal years ended July 31, 2009 and July 31, 2008, and our registration statement and proxy statement filings.

For the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, AJ. Robbins, PC billed AGRL an aggregate of $323,000 for fees for professional services rendered in connection with the audits of the annual financial statements of AGRL and AGRL’s VIP gaming promoters for such fiscal years. AJ. Robbins, PC also billed AGRL an aggregate of $80,000 for fees for professional services in connection with its review of quarterly financial information for the quarters ended September 30, 2009, September 30, 2008, June 30, 2009 and June 30, 2008. AJ. Robbins, PC did not bill AGRL for any fees of the types described below under the headings “Audit-Related Fees,” “Tax Fees” and “All Other Fees” with respect to any of such periods.

TABLE OF CONTENTS

Audit-Related Fees

During the period from August 1, 2009 to December 31, 2009 and the fiscal years ended July 31, 2009 and July 31, 2008, we were not billed by UHY LLP or UHY for any fees for audit-related services reasonably related to the performance of the audits and reviews for those two fiscal years, in addition to the fees described above under the heading “Audit Fees.”

Tax Fees

During the period from August 1, 2009 to December 31, 2009 and the fiscal years ended July 31, 2009 and July 31, 2008, UHY billed us an aggregate of $0, $0 and $1,550, respectively, for fees for professional services rendered for tax compliance, tax advice and tax planning services. These professional services consisted of general consultation from time to time regarding compliance with and planning for federal, state, local and international tax matters.

All Other Fees

During the period from August 1, 2009 to December 31, 2009 and the fiscal years ended July 31, 2009 and July 31, 2008, we were not billed by UHY LLP or UHY for any fees for services, other than those described above, rendered to us for those two fiscal years.

Audit Committee Approval

Since we did not have an audit committee until March 2010, there was no audit committee approval of the foregoing services although any services rendered were approved by our board of directors. In accordance with Section 10A(i) of the Exchange Act, before we engage our independent accountant to render audit or non-audit services on a going-forward basis, the engagement will be approved by the audit committee.

Committee Information

Audit Committee

In March 2010, we established an audit committee consisting of Mr. Preissler, as chairman, and Mr. Li and Sylvia Lee, who was a director at the time but resigned in April 2010. In April 2010, Messrs. Yeung and Chui were elected to the committee. So that we meet the Nasdaq Stock Exchange and other stock exchange listing requirements, the audit committee will now at all times be composed exclusively of “independent directors” who are “financially literate” as defined under the Nasdaq Stock Exchange listing standards. The definition of “financially literate” generally means being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. Messrs. Preissler, Yeung and Chui meet the standards for independence and financial literacy that are required by the Nasdaq Stock Market and other exchanges and Mr. Preissler also meets the standards for an “Audit Committee Financial Expert” required by SEC rules and current stock exchange listing standards. Upon the election of Messrs. Yeung and Chui, Mr. Li resigned from the committee because, as our chief financial officer, he is not deemed to be independent, and Ms. Lee resigned from the committee as she ceased to be a director.

The audit committee’s duties, which are specified in our audit committee charter, include, but are not limited to: