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

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: ~~June~~March 3031, ~~2013~~ 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to____________

Commission File Number: 0-20940

CARLYLE GAMING & ENTERTAINMENT LTD. (Exact name of registrant as specified in its charter)

Delaware	84-1210544
(State or other jurisdiction of incorporation)	(IRS Employer I.D. No.)
(State or other jurisdiction of	(IRS Employer I.D. No.)
incorporation)

245 Park Avenue New York, ~~N.Y.~~NY 10167 (Address of principal executive offices and Zip Code) ~~(212) 682-7888 (Registrant’s telephone number, including area code)~~

(212) 682-7888
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.

Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [ X ]

As of ~~June~~September 309, ~~2013~~2014, there were 4445,117,601 shares outstanding of the registrant’s common stock.

~~TABLE OF CONTENTSPART I – FINANCIAL INFORMATION~~1

Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4.	Controls and Procedures.	22
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	23
Item 1A.	Risk Factors.	23
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	23
Item 3	Defaults Upon Senior Securities.	23
Item 4.	Mine Safety Disclosure.	24
Item 5.	Other Information.	24
Item 6.	Exhibits.	24
Signatures		24

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION


Item 1.	Financial Statements.	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	16

Item 4.	Controls and Procedures.	16

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	16

Item 1A.	Risk Factors.	17

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	17

Item 3	Defaults Upon Senior Securities.	17

Item 4.	Mine Safety Disclosure.	17

Item 5.	Other Information.	17

Item 6.	Exhibits.	17

Signatures		18

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CARLYLE GAMING & ENTERTAINMENT LTD. New York, New York FINANCIAL REPORTS AT March 31, 2014

FINANCIAL REPORTS AT June 30, 2013


CARLYLE GAMING & ENTERTAINMENT LTD.
New York, New York
TABLE OF CONTENTS

Consolidated Balance Sheets at March 31, 2014(Unaudited) and December 31, 2013	5

Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and 2013. (Unaudited)	6

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013. (Unaudited)	7

Notes to Consolidated Financial Statements	8

~~CARLYLE GAMING & ENTERTAINMENT LTD. New York, New York TABLE OF CONTENTS~~3

Consolidated Balance Sheets at June 30, 2013 (Unaudited) and December 31, 2012	6
Consolidated Statements of Operations for the Three Months Ended March31, 2013 and 2012. (Unaudited)	7
Consolidated Statements of Operations for the Six Months Ended June 30, 2013 and 2012. (Unaudited)	7
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012. (Unaudited)	8
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012. (Unaudited)	8
Notes to Consolidated Financial Statements	9

CARLYLE GAMING & ENTERTAINMENT LTD.

~~Carlyle Gaming & Entertainment Ltd.~~ Consolidated Financial Statements Period ~~June~~Ended 30March 31, ~~2013~~2014 ~~Unaudited~~and ~~Carlyle~~2013 (Expressed ~~Gaming~~in &US ~~Entertainment Ltd. BALANCE SHEETS~~ dollars) (Unaudited) ~~As at June 30, 2013 and December 31, 2012~~

~~Carlyle Gaming & Entertainment Ltd. BALANCE SHEETS (Unaudited) As at June 30, 2013 and December 31, 2012~~4

		June 30			December 31
		2013			2012
ASSETS
Current assets
Cash and cash equivalents, unrestricted	$	442,894		$	517,967
Cash and cash equivalents, restricted - Note 3		106,712			103,765
		549,606			621,732
Equipment - (net of accumulated depreciation) - Note 4		8,369			9,657
Goodwill on quasi reorganization - Note 5		240,000			240,000
Intangible asset rights to gaming software and domains (net of accumulated amortization) - Note 6		733,333			833,333
Total Assets	$	1,531,308		$	1,704,722
LIABILTIES
Current liabilities
Accrued liabilities	$	692,085		$	237,962
Accrued liabilities - related parties - Note 7		2,536,152			2,542,640
Notes payable to related party - Note 8		1,100,000			1,100,000
		4,328,237			3,880,602
Going Concern - Note 2
Contingency - Note 10
Security Agreement - Note - 11
Capital Stock - Note 9
Authorized:
100,000,000 common stock with a par value of $0.001
50,000 000 preferred stock without par value
Issued and outstanding
44,117,601 common stock		44,117			44,117
Additional paid in capital		230,453			230,453
		274,570			274,570
Accumulated deficit		(3,071,499	)		(2,450,450	)
Total Stockholders' Deficit		(2,796,929	)		(2,175,880	)
Total Liabilites and Stockholders' Deficit	$	1,531,308		$	1,704,722

CARLYLE GAMING & ENTERTAINMENT LTD.
Condensed Consolidated Balance Sheets
(Expressed in US Dollars)

See Accompanying Notes to the Financial Statements


	March 31,		December 31,
	2014		2013
	$		$
	(unaudited)

ASSETS

Current assets

Cash	56,976		–
Prepaid expenses and deposits	11,970		11,970

Total current assets	68,946		11,970

Restricted cash (Note 3)	1,004,103		718,591
Property and equipment (Note 4)	69		1,037
Intangible assets (Note 5)	583,333		633,333

Total assets	1,656,451		1,364,931

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Bank indebtedness	–		6
Accounts payable and accrued liabilities	760,167		785,637
Due to related parties (Note 6)	3,407,611		3,034,663
Notes payable to related party (Note 7)	1,100,000		1,100,000

Total liabilities	5,267,778		4,920,306

Nature of operations and continuance of business (Note 1)
Commitments (Note 8)
Subsequent event (Note 10)

Stockholders’ deficit

Preferred stock: 50,000,000 shares authorized, no par value;
No shares issued and outstanding	–		–

Common stock: 100,000,000 shares authorized, $0.001 par value;
45,117,601 shares issued and outstanding	45,117		45,117

Additional paid-in capital	229,453		229,453

Deficit	(3,885,897	)	(3,829,945	)

Total stockholders’ deficit	(3,611,327	)	(3,555,375	)

Total liabilities and stockholders’ deficit	1,656,451		1,364,931

~~Carlyle~~(The ~~Gaming~~accompanying &notes ~~Entertainment~~are ~~Ltd.~~an ~~STATEMENTS~~integral OFpart ~~OPERATIONS~~of ~~For~~these ~~the~~consolidated ~~three~~financial ~~and six month period ended March 31 and June 30, 2013 and 2012 (Unaudited~~statements)

		For the three months						For the six months
		Ended June 30						Ended June 30
		2013			2012			2013			2012
Revenues	$	(86,951	)	$	75,275		$	(72,217	)	$	197,830
Expenses
Advertising		-			2,500			-			7,500
Amortization and depreciation		52,660			51,809			105,320			103,818
Communications		-			14,887			-			68,378
Filing fees		-			-			-			16,264
Interest to related party		17,455			16,480			34,684			32,747
Management salaries		161,244			160,000			322,488			320,000
Professional fees		17,000			11,000			17,000			71,850
Rent		9,000			5,500			18,000			36,000
Transfer agent		20,651			12,881			22,775			21,450
Travel, meetings and living		-			-			28,565			44,737
Total expenses		278,010			275,057			548,832			722,744
Net loss and comprehensive loss for the period	$	(364,961	)	$	(199,782	)	$	(621,049	)	$	(524,914	)
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average number of shares outstanding		44,117,601			44,117,601			44,117,601			44,117,601

~~See~~CARLYLE ~~Accompanying~~GAMING ~~Notes~~& toENTERTAINMENT ~~the~~LTD. Condensed ~~Financial~~Consolidated Statements of Operations (Expressed in US Dollars) (unaudited)

Carlyle Gaming & Entertainment Ltd. STATEMENTS OF CASH FLOWS For the six month periods ended June 30, 2013 and 2012 (Unaudited)


	Three months		Three months
	ended		ended
	March 31,		March 31,
	2014		2013
	$		$

Revenue	285,512		14,734

Expenses

Amortization and depreciation	50,968		52,660
Communications	33,594		–
Consulting	22,928		–
General and administrative	15,691		30,689
Management salaries (Note 6)	161,244		161,244
Professional fees	30,000		1,000
Rent (Note 6)	9,000		9,000

Total expenses	323,425		254,593

Net loss before other expenses	(37,913	)	(239,859	)

Other expenses

Interest expense (Note 6)	(18,039	)	(17,229	)

Total other expenses	(18,039	)	(17,229	)

Net loss	(55,952	)	(257,088	)

Loss per share, basic and diluted	(0.00	)	(0.01	)

Weighted average shares outstanding	45,117,601		44,117,601

		For the six			For the six
		months Ended			months Ended
		June 30, 2013			June 30, 2012
Operating activities
Net loss and comprehensive loss for the period	$	(621,049	)	$	(524,914	)
Amortization		105,320			103,818
Changes in non-cash working capital balances
Accrued liabilities		4,123			127,991
Accrued liabilities - related parties		443,512			505,400
Cash provided by (used in) operating activities		(68,094	)		212,295
Investing activities
Purchse of equipment		(4,032	)		(4,966	)
Purchase of software		-			(9,500	)
Cash provided by (used in) investing activities		(4,032	)		(14,466	)
Increase (decrease) in total cash and cash equivalents		(72,126	)		197,829
Less decrease in restricted cash		2,947			38,531
		(75,073	)		236,360
Cash and cash equivalents, beginning of the period		517,967			31,860
Cash and cash equivalents, end of the period	$	442,894		$	268,220
Supplemented disclosure of cash flow information:
Cash paid for:
Interest	$	34,684		$	32,747
Income taxes	$	-		$	-

(The accompanying notes are an integral part of these consolidated financial statements)

~~See Accompanying Notes to the Financial Statements~~6

~~Note~~CARLYLE 1GAMING ~~Incorporation~~& ~~and~~ENTERTAINMENT ~~quasi~~LTD. Condensed ~~reorganization~~Consolidated Statements of Cash Flows (Expressed in US Dollars) (unaudited)

Carlyle Gaming & Entertainment Ltd (the “Company”) was incorporated as Clean-X-Press, Inc. on January 4, 1988 under the laws of the State of Colorado. On November 1, 1998, the Company was dissolved by the State of Colorado and on July 18, 2007, the Company was reinstated, under a sole corporate guardianship. The Company has treated this event as a quasi reorganization..


	Three months		Three months
	ended		ended
	March 31,		March 31,
	2014		2013
	$		$

Operating activities

Net loss for the period	(55,952	)	(257,088	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation	50,968		52,660

Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	(25,470	)	49,371
Due to related parties	286,393		173,924

Net cash provided by operating activities	255,939		18,867

Investing activities

Restricted cash	(285,512	)	(14,835	)
Purchase of property and equipment	–		(4,032	)

Net cash used in investing activities	(285,512	)	(18,867	)

Financing activities

Bank indebtedness	(6	)	–
Proceeds from related parties	86,555		–

Net cash provided by financing activities	86,549		–

Change in cash	56,976		–

Cash, beginning of period	–		–

Cash, end of period	56,976		–

Supplemental Disclosures:
Interest paid	–		–
Income taxes paid	–		–

~~Since July 18, 2007, the Company has been in the development stage~~ (~~see~~The ~~below),~~accompanying ~~devoting~~notes ~~its~~are ~~efforts~~an tointegral ~~the~~part ~~establishment~~ of anthese ~~online~~consolidated ~~gaming~~financial ~~business.~~statements)

On May 15, 2008, the Company changed its name to Carlyle Gaming & Entertainment Ltd. On that same day, the Directors authorized a reverse stock split of 1:15. These financial statements give retroactive effect to that roll back.7

OnCARLYLE ~~April~~GAMING ~~27,~~& ~~2011,~~ENTERTAINMENT ~~the~~LTD. Notes ~~Company~~to ~~incorporated~~the aCondensed ~~wholly~~Consolidated ~~owned~~Financial ~~Canadian~~Statements March ~~subsidiary~~31, ~~Carlyle~~2014 (Expressed ~~Interactive Ltd. with the purpose of processing bets~~ in~~-house.~~ ~~The~~US ~~subsidiary has yet to commence active operations.~~dollars) (unaudited)

~~Note~~1. 2Nature ~~Interim~~of ~~reporting~~Operations

~~The~~Carlyle ~~accompanying~~Gaming ~~unaudited~~& ~~interim~~Entertainment ~~financial~~Ltd. ~~statements~~(the ~~have~~“Company”) ~~been~~was ~~prepared~~incorporated inas ~~accordance~~Patent ~~with~~Pending, ~~generally~~Inc. ~~accepted~~on ~~accounting~~January ~~principles~~4, ~~for~~1988 ~~interim~~under ~~financial~~the ~~statements~~laws ~~prepared~~of ~~under~~ the ~~accrual~~State ~~basis~~ of ~~accounting~~Colorado. inOn ~~accordance~~October ~~with~~31, ~~accounting~~1994, ~~principles~~the ~~generally~~Company ~~accepted~~changed inits ~~the~~name ~~United~~from ~~States~~Patent ofPending, ~~America~~Inc. ~~They~~to doClean-X-Press, ~~not~~Inc. ~~include~~On ~~all~~November ~~information~~1, ~~and~~1998, ~~footnotes~~the ~~required~~Company was dissolved by ~~generally~~the ~~accepted~~State ~~accounting~~of ~~principles~~Colorado ~~for~~and ~~complete~~on ~~financial~~July ~~statements.~~18, ~~However~~2007, ~~except~~the asCompany ~~disclosed~~was ~~herein~~re-instated, ~~they~~under ~~include~~a ~~all~~sole ~~adjustments,~~corporate ~~which~~guardianship. ~~are~~On May 15, in2008, the ~~opinion~~Company ofchanged ~~management,~~its ~~necessary~~name to ~~present~~Carlyle ~~fairly~~Gaming ~~the~~& ~~financial~~Entertainment ~~position~~Ltd, ~~results of operations~~ and ~~cash~~is ~~flows~~in ~~for~~ the ~~interim~~business ~~periods~~of ~~presented~~operating inlicensed ~~accordance~~software-based ~~with~~games ~~accounting~~of ~~principles~~chance, ~~generally~~which ~~accepted~~are inoffered ~~the~~as ~~United~~an ~~States~~online ofservice ~~America.~~through ~~These interim financial statements follow~~ the ~~same~~internet ~~accounting~~in ~~policies~~various ~~and~~jurisdictions. ~~methods~~On ofApril ~~their~~27, ~~application~~2011, as the Company’s ~~audited~~incorporated ~~December~~a ~~31,~~wholly ~~2012~~owned ~~financial~~Canadian ~~statements.~~subsidiary, ~~All~~Carlyle ~~adjustments~~Interactive ~~are of a normal recurring nature~~Ltd., Itwhich is ~~suggested~~the ~~that~~operating ~~these~~entity ~~interim~~of ~~financial statements be read in conjunction with~~ the ~~Company’s~~consolidated ~~December 31, 2012 financial statements~~company.

~~Operating~~These ~~results~~consolidated ~~for~~financial statements have been prepared on a going concern basis, which implies that the ~~three~~Company ~~months~~will ~~ended~~continue ~~June~~to 30realize its assets and discharge its liabilities in the normal course of business. As at March 31, ~~2013~~2014, ~~are~~the ~~not~~Company ~~necessarily~~has ~~indicative~~a working capital deficiency of $5,198,832, and has an accumulated deficit of $3,885,897 since inception. The continuation of the ~~results~~Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that ~~can~~might be ~~expected~~necessary ~~for~~should the ~~year~~Company ~~ending~~be ~~December~~unable ~~31,~~to ~~2013~~continue as a going concern.

~~See~~2. ~~Accompanying~~Summary ~~Notes~~of toSignificant ~~the~~Accounting ~~Financial Statements~~Policies

~~Note~~(a) 3Basis ~~Significant~~of ~~Accounting policies~~Presentation

~~Basis~~These consolidated financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars, unless otherwise noted. The consolidated financial statements include the accounts of ~~Presentation~~the Company and its wholly owned subsidiary, Carlyle Interactive Ltd., a company incorporated under the Canada Business Corporations Act. All inter-company transactions and balances have been eliminated upon consolidation. The Company’s fiscal year end is December 31.

~~The~~(b) ~~Company’s~~Interim ~~consolidated~~Financial financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The financial statements include the Carlyle Gaming & Entertainment Ltd. and Carlyle Interactive Ltd.Statements

~~See~~These ~~Accompanying~~interim ~~Notes~~consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the ~~Financial~~Company’s ~~Statements~~financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

~~Going~~(c) ~~Concern~~Use of Estimates

~~These~~The ~~financial~~preparation ~~statements~~of ~~have~~consolidated ~~been~~financial ~~prepared~~statements in ~~accordance~~conformity with ~~generally accepted~~ accounting principles ~~applicable~~generally toaccepted ain ~~going concern, which assumes that~~ the ~~Company~~United ~~will~~States berequires ~~able~~management to ~~meet~~make ~~its~~estimates ~~obligations~~ and ~~continue~~assumptions ~~its~~that ~~operations~~affect ~~for~~the ~~its~~reported ~~next~~amounts ~~fiscal~~of ~~year.~~assets ~~Realization~~and ~~values~~liabilities ~~may~~and bedisclosure ~~substantially~~of ~~different~~contingent ~~from~~assets ~~carrying values as shown~~ and ~~these~~liabilities ~~financial~~at ~~statements~~the dodate ~~not~~of ~~give~~the ~~effect~~consolidated tofinancial ~~adjustments~~statements ~~that~~and ~~would be necessary to~~ the ~~carrying~~reported ~~values~~amounts ~~and classification~~ of ~~assets~~revenues and ~~liabilities~~expenses ~~should~~during the ~~Company~~reporting beperiod. ~~unable~~The toCompany ~~continue~~regularly asevaluates aestimates ~~going~~and ~~concern.~~assumptions Atrelated ~~June~~to ~~30, 2013,~~ the ~~Company~~useful ~~had~~life ~~not~~and ~~yet~~recoverability ~~achieved~~of ~~profitable~~long-lived ~~operations~~assets, ~~has~~impairment ~~accumulated losses~~ of $3goodwill,~~071,499~~ ~~since~~and ~~its~~deferred ~~quasi~~income ~~reorganization~~tax asset valuation allowances. The Company ~~expects~~bases toits ~~incur~~estimates ~~further~~and ~~losses~~assumptions inon ~~the~~current ~~development of its business~~facts, ~~all~~historical ofexperience ~~which~~and ~~casts~~various ~~substantial~~other ~~doubt~~factors ~~about~~that ~~the~~it ~~Company’s~~believes ~~ability~~ to ~~continue~~be asreasonable aunder ~~going~~the ~~concern.~~circumstances, ~~The~~the ~~Company’s~~results ~~ability~~of towhich ~~continue~~form asthe abasis ~~going~~for ~~concern~~making isjudgments ~~dependent~~about ~~upon~~the ~~its~~carrying ~~ability~~values toof ~~generate~~assets ~~future~~and ~~profitable~~liabilities ~~operations~~ and~~/or~~ ~~to obtain~~ the ~~necessary~~accrual ~~financing~~of tocosts ~~meet~~and ~~its~~expenses ~~obligations~~that ~~and~~are ~~repay~~not ~~its~~readily ~~liabilities~~apparent ~~arising~~ from ~~normal~~other ~~business operations when they come due~~sources. ~~Management~~The ~~anticipates~~actual ~~that~~results ~~additional~~experienced ~~funding~~by ~~will~~the beCompany inmay ~~the~~differ ~~form~~materially ofand ~~equity~~adversely ~~financing~~ from the ~~sale~~Company’s ~~of common stock~~estimates. ~~Management~~To ~~may~~the ~~also~~extent ~~seek~~there toare ~~obtain~~material ~~short-term~~differences ~~loans~~between ~~from~~ the ~~directors~~estimates ofand the ~~Company.~~actual ~~There~~results, ~~are~~future noresults ~~current~~of ~~arrangements~~operations inwill ~~place~~be ~~for equity funding or short-term loans~~affected.

~~Revenue Recognition~~8

~~The~~CARLYLE ~~Company’s~~GAMING ~~revenue~~& ~~consists~~ENTERTAINMENT ~~of the betting wins less betting losses paid out and related charge backs~~LTD. Notes ~~The~~to ~~Company~~the ~~recognizes~~Condensed ~~revenue~~Consolidated ~~after~~Financial ~~those~~Statements March ~~events have transpired~~31, ~~when~~2014 (Expressed ~~its~~in ~~revenue~~US ~~can be reasonably determined and payment assured.~~dollars) (unaudited)

~~Use~~2. Summary of ~~estimates~~Significant Accounting Policies (continued)

~~The~~(d) ~~preparation~~Revenue of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.Recognition

~~Development~~The ~~Stage~~Company’s revenue consists of the betting wins less betting losses paid out and related charge backs. The Company recognizes revenue when those events have transpired at a fixed or determinable price, persuasive evidence of an arrangement exists, and collectability is reasonably assured.

~~See~~(e) ~~Accompanying~~Comprehensive ~~Notes to the Financial Statements~~Loss

~~Prior~~ASC to220, ~~January~~“Comprehensive 1Income”, ~~2012,~~establishes ~~the~~standards ~~company~~for ~~had~~the ~~started~~reporting toand ~~earn~~display ~~revenues but had not achieved full operation. At the beginning~~ of ~~2012,~~comprehensive ~~the~~loss ~~Company~~and ~~finished~~its ~~the~~components ~~phase-~~in ~~part~~the ofconsolidated ~~its~~financial ~~online operations and was essentially fully operational~~statements. ~~The~~As ~~Company~~at ~~has~~March ~~used January 1~~31, ~~2012~~2014 asand ~~the~~December ~~date~~31, ~~that~~2013, ~~it came out of~~ the ~~Development~~Company ~~stage~~had ~~(as~~no ~~defined~~items inrepresenting ~~the~~comprehensive ~~Financial~~income ~~Accounting~~or ~~Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-915, “Development Stage Entities”~~loss.

(f) Financial Instruments and Fair Value ~~Measurements~~Measures

~~The Company follows~~ ASC 820, “Fair Value Measurements and Disclosures,” ~~for~~requires ~~all~~an ~~financial~~entity ~~instruments~~to ~~and~~maximize ~~non-financial~~the ~~instruments~~use ~~accounted~~of ~~for~~observable atinputs ~~fair~~and ~~value~~minimize onthe ause ~~recurring basis. This accounting standard established a single definition~~ of ~~fair~~unobservable ~~value~~inputs ~~and~~when ~~a framework for~~ measuring fair value,. ~~sets~~ASC ~~out~~820 establishes a fair value hierarchy tobased beon ~~used to classify~~ the ~~source~~level of ~~information~~independent, ~~used~~objective inevidence ~~fair~~surrounding ~~value~~the ~~measurement~~inputs ~~and~~used ~~expands~~to ~~disclosures~~measure ~~about~~ fair value ~~measurements required under other accounting pronouncements~~. ItA ~~does~~financial ~~not change existing guidance as to whether or not an~~ instrument’s iscategorization ~~carried~~within atthe fair value. ~~The~~hierarchy ~~Company~~is ~~defines~~based ~~fair~~upon ~~value as~~ the ~~price~~lowest ~~that~~level ~~would~~of beinput ~~received~~that ~~from~~is ~~selling~~significant ~~an asset or paid~~ to ~~transfer a liability in an orderly transaction between market participants at~~ the ~~measurement date. When determining the~~ fair value ~~measurements~~measurement. ~~for~~ASC ~~assets~~820 ~~and~~prioritizes ~~liabilities, which are required to be recorded at fair value,~~ the ~~Company~~inputs ~~considers~~into ~~the~~three ~~principal~~levels ~~or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions~~ that ~~market~~may ~~participants~~be ~~would~~used ~~use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted ASC 825, “Financial Instruments”, which allows companies~~ to ~~choose to~~ measure ~~eligible financial instruments and certain other items at~~ fair value ~~that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.~~:

~~Financial~~Level ~~Instruments~~1

~~The~~Level ~~carrying~~1 ~~values~~applies ofto ~~accrued~~assets ~~liabilities,~~or ~~and accrued~~ liabilities –for ~~related~~which ~~parties~~there ~~and notes due related parties approximates the fair value because of their short-term nature of these instruments or their interest rate. All of the Company’s cash balances~~ are ~~held~~quoted ~~with~~prices ~~its payment processor~~ in ~~Costa~~active ~~Rica~~markets ~~and~~for ~~such~~identical ~~balance~~assets ~~are~~or ~~not federally insured~~liabilities. ~~The Company is exposed to credit risks of $494,531.~~

~~The~~Level ~~interest rate on the note payable to related party is a variable rate and, as such, the Company is exposed to interest risk on this instrument.~~2

~~Goodwill~~Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

InLevel recording goodwill, the Company follows the guidance under ASC Topic 350-20-25 “Intangibles – Goodwill and Other - Goodwill” wherein the excess reorganization value recognized by entities that adopt fresh-start reporting in accordance with ASC Topic 852 ‘Reorganizations’ shall be reported as goodwill and accounted for in the same manner as goodwill. Goodwill is tested for impairment on an annual basis.3

~~Other~~Level ~~Intangibles~~3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

~~See~~Assets ~~Accompanying~~and ~~Notes~~liabilities tomeasured at fair value on a recurring basis were presented on the ~~Financial~~Company’s ~~Statements~~balance sheet as at March 31, 2014 as follows:

Software, licenses and other rights have been capitalized in accordance with ASC Topic 350-40 “Intangibles – Goodwill and Other – Internal-Use Software.” Amortization started in September, 2011 when the software became ready for its intended use. Amortization is calculated on a straight line basis over its estimated useful life on the following basis: E-commerce software – 6 years; Gaming software – 6 years; and Customer accounts – 4 years.


	Fair Value Measurements Using
	Quoted prices in active	Significant other	Significant
	markets for identical	observable	unobservable	Balance,
	instruments	inputs	inputs	March 31,
	(Level 1)	(Level 2)	(Level 3)	2014
	$	$	$	$
Cash	56,976	–	–	56,976
Restricted cash	1,004,103	–	–	1,004,103
	1,061,079	–	–	1,061,079

~~Equipment~~The fair values of other financial instruments, which include accounts payable and accrued liabilities, amounts due to related parties, and notes payable to related party approximate their current fair values because of their nature and respective maturity dates or durations.

~~Computers and laptops are capitalized and amortized over an estimated useful life of 2 years on a straight line basis.~~9

~~Impairment~~CARLYLE ofGAMING ~~Long-Lived~~& ~~Assets~~ENTERTAINMENT LTD. Notes to the Condensed Consolidated Financial Statements March 31, 2014 (Expressed in US dollars) (unaudited)

~~The Company evaluates the recoverability of its fixed assets and other assets in accordance with FASB ASC Topic, 360~~2.~~10,~~ ~~Property,~~Summary ~~Plant and Equipment, Impairment or Disposal~~ of ~~Long-Lived~~Significant ~~Assets.~~Accounting ~~This~~Policies guidance requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. No impairment has been recognized in the accounts.(continued)

~~Basic and Diluted Net Income~~ (~~Loss~~g) ~~Per Share~~Reclassification

~~The~~Certain ~~Company~~financial computes net loss per share in accordance with FASB ASC Topic 260, "Earnings Per Share". This topic requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. ~~Basic~~items ~~loss~~have ~~per~~been ~~share~~reclassified isfrom ~~computed by dividing net loss available to common shareholders by~~ the ~~weighted~~prior ~~average number of common shares outstanding during the~~ year. ~~Diluted~~in ~~EPS~~order ~~gives~~to ~~effect~~conform to ~~all~~presentation ~~dilutive~~standards potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the ~~year~~current ~~is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants~~year. ~~Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive.~~

~~Income~~(h) ~~Taxes~~Recent Accounting Pronouncements

The Company ~~follows~~has ~~FASB~~implemented ~~ASC~~all ~~Topic~~new ~~820, “Income Taxes” which requires the use of the asset and liability method of~~ accounting ~~for~~pronouncements ~~income~~that ~~taxes.~~are ~~Under~~in ~~this~~effect ~~method, deferred tax assets~~ and ~~liabilities~~that ~~are~~may ~~recognized~~impact ~~for~~its ~~future tax consequences attributable to temporary differences between the~~ financial statements ~~carrying amounts of existing assets~~ and ~~liabilities~~does ~~and~~not ~~loss~~believe ~~carry~~that ~~forwards~~there ~~and their respective tax bases. Deferred tax assets and liabilities~~ are ~~measured~~any ~~using~~other ~~enacted~~new ~~tax~~accounting ~~rates~~pronouncements ~~expected~~that tohave ~~apply~~been toissued ~~taxable~~that ~~income~~might inhave ~~the~~a ~~year~~material inimpact ~~which~~on ~~those~~its ~~temporary~~financial ~~differences~~position ~~are~~or ~~expected~~results toof ~~be recovered or settled~~operations.

~~Cash~~3. ~~and~~Restricted Cash ~~Equivalents~~

~~See~~The ~~Accompanying~~Company ~~Notes~~used a third party service provider which handles the Company’s hosting and online payment services. Pursuant to the ~~Financial~~agreement, ~~Statements~~as the service provider holds the liability for payment to customers for all payouts to the Company’s customers relating to the online gaming services, the service provider requires a one-time refundable security deposit of $1,000,000. As at March 31, 2014, the Company has paid $846,637 (December 31, 2013 - $589,676) relating to this security deposit. The Company and the service provider have agreed that the service provider will withhold proceeds from net revenues until the time that the full security deposit has been paid. As the full amount of the security deposit has not yet been received by the service provider, the service provider has required a guarantee from the Chief Executive Officer of the Company for $250,000 in the event that payouts exceed the Company’s cash balance.

~~The~~In ~~Company~~addition ~~considers~~to ~~all~~the ~~highly~~security ~~liquid~~deposits ~~instruments~~held ~~with~~for ~~maturity~~credit ofcard ~~three~~payments, ~~months~~the orservice ~~less~~provider atalso ~~the~~requires ~~time~~an ofadditional ~~issuance~~10% toholdback beon ~~cash~~all ~~equivalents.~~US Asdollar atcredit ~~June~~card ~~30,~~transactions ~~2013~~which ~~the~~are ~~Company~~paid ~~had~~out ~~$549,605~~to ofthe ~~cash~~Company ~~balances~~after of180 ~~which~~days. ~~$106,712~~As ~~were~~at ~~subject~~March to31, a2014, 12this ~~week~~ holdback (totaled $~~621~~157,~~731~~466 &(December ~~$103~~31,~~765~~ ~~respectively~~2013 ~~– 2012~~-$128,915).

~~Derivative~~4. ~~Instruments~~Property and Equipment

The Company follows FASB ASC 815, “Derivatives and Hedges”. This standard establish accounting and reporting requirements for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The Company has not entered into derivative contracts to hedge existing risks or for speculative purposes.


	Computer	Computer
	Hardware	Software	Total
	$	$	$
Cost:
Balance, December 31, 2013 and March 31, 2014	7,740	9,500	17,240

Accumulated amortization:
Balance, December 31, 2013	6,703	9,500	16,203
Additions	968	–	968
Balance, March 31, 2014	7,671	9,500	17,171

Carrying amounts:
Balance, December 31, 2013	1,037	–	1,037
Balance, March 31, 2014	69	–	69

~~Recent Accounting Pronouncements~~10

~~The~~CARLYLE ~~Company~~GAMING ~~adopts~~& ~~new~~ENTERTAINMENT ~~pronouncements~~LTD. Notes ~~relating~~ to ~~generally accepted accounting principles applicable to~~ the ~~Company~~Condensed asConsolidated ~~they~~Financial ~~are~~Statements March ~~issued~~31, ~~which~~2014 (Expressed ~~may be~~ in ~~advance~~US of their effective date. 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.dollars) (unaudited)

~~Note~~5. 3Intangible ~~Restricted cash and operating cost~~Assets

~~The~~On ~~Company~~July ~~has~~21, ~~entered~~2009, ~~into~~the aCompany ~~payment~~purchased ~~processing~~all ~~agreement with a company located in Costa Rica whereby~~ the ~~payment~~business ~~processor~~rights, ~~will~~including ~~incur~~domain ~~all~~names, oftrademarks, ~~the~~proprietary ~~Company’s~~software ~~website costs~~codes, ~~processing~~company ~~and~~intellectual ~~all~~property ~~other~~and ~~costs~~formulas ~~related~~for ~~to running its betting websites~~$1,100,000. The ~~agreement~~assets ~~included~~purchased aenabled ~~trial~~the ~~period~~Company ~~ending~~to ~~June~~operate ~~30,~~an ~~2012~~online ~~and~~gaming ~~was~~site. ~~extended~~The toCompany ~~June~~began ~~30,~~taking ~~2013~~bets ~~After~~in ~~this~~September ~~trial~~2011 ~~period,~~at ~~the~~which ~~Company~~time ~~will~~it ~~pay~~began 7%recording ~~of all net earnings~~amortization.

The payment processor holds the liability of paying the Company’s customers for all payouts. As such, they have required a guarantee from the Company’s CEO and Intercapital Management Ltd. for $250,000 in the event that payouts exceed the Company’s cash balance. In addition, during each 12


	E-Commerce	Gaming	Customer
	Software	Software	Accounts	Total
	$	$	$	$
Cost:
Balance, December 31, 2013 and March 31, 2014	600,000	300,000	200,000	1,100,000

Accumulated amortization:
Balance, December 31, 2013	233,333	116,667	116,667	466,667
Additions	25,000	12,500	12,500	50,000
Balance, March 31, 2014	258,333	129,167	129,167	516,667

Carrying amounts:
Balance, December 31, 2013	366,667	183,333	83,333	633,333
Balance, March 31, 2014	341,667	170,833	70,833	583,333

~~See~~6. ~~Accompanying~~Related ~~Notes~~Party ~~to the Financial Statements~~Transactions

~~week~~(a) ~~period~~As ~~30%~~at March 31, 2014, the Company owed $2,303,277 (December 31, 2013 - $2,070,464) to the Chief Executive Officer of the ~~revenue~~Company, which is ~~held~~unsecured, bynon-interest bearing, and due on demand. During the ~~payment~~three ~~processor~~months asended March 31, 2014, the Company incurred $68,748 (2013 - $68,748) of management salary to the Chief Executive Officer of the Company. (b) As at March 31, 2014, the Company owed $380,522 (December 31, 2013 - $304,674) to the Chief Financial Officer of the Company, which is unsecured, non-interest bearing, and due on demand. During the three months ended March 31, 2014, the Company incurred $46,248 (2013 - $46,248) of management salary to the Chief Financial Officer of the Company. (c) As at March 31, 2014, the Company owed $431,240 (December 31, 2013 - $384,992) to a ~~holdback~~director ~~against~~of ~~potential~~the ~~losses~~Company, which is unsecured, non-interest bearing, and due on demand. During the three months ended March 31, 2014, the Company incurred $46,248 (2013 - $46,248) of management salary to this director. (d) During the three months ended March 31, 2014, the Company incurred rent of $9,000 (2013 - $9,000) and interest expense of $18,039 (2013 - $17,229) to a company controlled by the Chief Executive Officer of the Company. As at March 31, 2014, the Company owed $292,572 (December 31, 2013 - $274,533), which is unsecured, non-interest bearing, and due on demand.

~~Note~~7. 4Notes ~~Equipment~~Payable to Related Party

				Accumulated		Net Book Value		Net Book Value
		Cost		Amortization		June, 2013		Dec 31, 2012
Computer hardware	$	11,772	$	5,775	$	5,997	$	4,909
Computer Software		9,500		7,128		2,372		4,748
	$	21,272	$	12,903	$	8,369	$	9,657

At March 31, 2014, the Company owed notes payable of $1,100,000 (December 31, 2013 -$1,100,000) to a company controlled by the Chief Executive Officer of the Company. The notes are unsecured, bear interest at prime plus 2% per annum, and are due on demand.

~~Note 5 Goodwill on quasi reorganization~~11

~~The~~CARLYLE ~~Company~~GAMING ~~was~~& ~~officially~~ENTERTAINMENT ~~dissolved for 9 years starting November 1, 1998~~LTD. Notes ~~On July 18, 2007, a plaintiff was granted guardianship by the District Court, Arapahoe County, State of Colorado,~~ to ~~gain full and absolute authority to conduct~~ the ~~affairs~~Condensed ofConsolidated ~~the~~Financial ~~Company.~~Statements March ~~The Company thus emerged from dissolution but without tangible assets or liabilities. Further~~31, ~~accumulated~~2014 (Expressed ~~losses and additional paid~~ in ~~capital~~US ~~were indeterminable, as accounting records were not entered during the period of dissolution.~~dollars) (unaudited)

~~Shortly after emergence, the guardian sold all of the deliverable shares of the Company, representing 88% of the total issued and outstanding shares, for $240,000~~8. Following the guidance under FASB ASC Topic 852-20 “Reorganizations” management estimated the value of the net assets at $240,000. Accumulated deficit was adjusted to nil, shares of common capital stock were recorded at par and additional paid in capital was adjusted to record the balance of equity.Commitments

See Accompanying Notes to the Financial Statements

	(a)	In the event of the sale of a majority of the shares of common stock of the Company to a third party, the current Board of Directors and Officers have employment contracts that stipulate they will receive a bonus, the aggregate of which would be at least $1,080,000.

	(b)	The Company leases a premise under an agreement expiring on January 1, 2017. The minimum lease payments over the remaining term of the lease are as follows:

Note 6 Rights to gaming software and domains


	Year	$
	2014	27,000
	2015	36,000
	2016	36,000
		99,000

~~On July 21, 2009, the Company purchased all the business rights, including domain names, trademarks, proprietary software codes, company intellectual property and formulas for $1,100,000~~9. ~~The~~Security ~~assets purchased will enable the Company to operate an online gaming site. The Company began taking bets on September 2011 and began recording amortization at this point.~~Agreement

				Accumlated		Net Book Value		Net Book Value
		Cost		Amortization		June 30, 2013		Dec 31 2012
E-commerce softwar $	$	600,000	$	183,333	$	416,667	$	466,667
Gaming software		300,000		91,667		208,333		233,333
Customer accounts		200,000		91,667		108,333		133,333
	$	$1,100,000	$	366,667	$	733,333	$	833,333

The Company entered into a Loan and Security agreement with Intercapital Management (Canada) Ltd. (“Intercapital”), a company controlled by the Chief Executive Officer of the Company, whereby Intercapital made available a line of credit of $1,000,000. In consideration for the line of credit, the Company granted a security interest by way of: (i) accounts; (ii) software and hardware; (iii) contract rights; and (iv) fixed assets and other assets. Interest is charged at the prime rate plus 2%. The term of the agreement shall continue until the latest of: (a) 60 days after either party provides written notice of termination to the other. As at March 31, 2014 and December 31, 2013, the Company had not used the line of credit.

~~Note~~10. 7Subsequent ~~Accrued liabilities – related parties~~Event

~~Accrued~~On ~~liabilities~~April 7, ~~due~~2014, the Company entered into a consulting agreement pursuant to ~~related~~which ~~parties~~the Company will issue 101,000 ~~consist~~common ofshares to the ~~following:~~consultant for services rendered. These shares were issued on June 11, 2014.

		June 30		Dec 31
		2013		2012
Interest on notes	$	240,254	$	205,750
Management salaries		1,867,908		1,995,420
Miscellaneous payables		427,990		341,470
	$	2,536,152	$	2,542,640

Note 8 Notes payable to related party

The notes payable are due to a director and major shareholder and bear interest at prime plus 2%. The notes are now payable on demand.

Note 9 Capital stock

On July 15, 2007 the Company completed a quasi reorganization when the District Court, Arapahoe County, State of Colorado granted guardianship with full and absolute authority to conduct the affairs of the Company. At that time there were 97,855,005 shares of common stock issued and outstanding.

See Accompanying Notes to the Financial Statements

On May 15, 2008 the Directors authorized a reverse stock split of 1:15. These statements give retroactive effect to that transaction.

On May 15, 2008 the Company issued 1,569,934 shares at $.001 per share for a note receivable. The expected proceeds were recorded as subscriptions receivable.

On June 30, 2008 the Company issued 11,000,000 shares at $.001 per share for a note receivable. The expected proceeds were recorded as subscriptions receivable.

On July 15, 2008 the Company issued 4,000,000 shares at $.001 per share for a note receivable. The expected proceeds were recorded as subscriptions receivable.

On October 10, 2008 the Company issued 3,750,000 shares at $.001 per share for a note receivable. The expected proceeds were recorded as subscriptions receivable.

On February 16, 2009 the Company issued 13,000,000 shares at $.001 per share a note receivable. The expected proceeds were recorded as subscriptions receivable.

On May 11, 2009 the Company issued 1,250,000 at $.001 per share shares for a note receivable. The expected proceeds were recorded as subscriptions receivable.

Effective December 31, 2009, the major shareholder applied a portion of the unpaid management wages that were owed to him against share subscriptions receivable. No subscriptions remain unpaid.

As at June 30, 2013, there were no shares subject to options, warrants or other agreements.

Note 10 Contingency

In the event of the sale of a majority of the shares of common stock of the Company to a third party, the current Board of Directors and Officers have employment contracts that stipulate they will receive a bonus, the aggregate of which would be at least $1,080,000.

Note 11 Security agreement

The Company entered into a Loan and Security agreement with Intercapital Management Ltd. whereby Intercapital Management Ltd. made available a line of credit of $1,000,000. In consideration for the line of credit, the Company granted a security interest by way of: (i) accounts; (ii) software and hardware; (iii) contract rights; and (iv) fixed assets and other assets. Interest is charged at the prime rate plus 2%. The term of the agreement shall continue until the latest of: (a) 60 days after either party provides written notice of termination to the other. The agreement is also personally guaranteed by the Chief Executive Officer.

See Accompanying Notes to the Financial Statements

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

This quarterly report on Form 10-Q and other reports filed by Carlyle Gaming & Entertainment Ltd. (“we,” “us,” “our,” or the “Company”), from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

~~Plan of Operation~~Overview

We were incorporated in Colorado on January 4, 1988 under the Company's previous name Patent Pending, Inc., a private company. A change of control of the Company occurred in October 1994 and the Company changed its name from "Patent Pending, Inc. " to "Clean-X-Press, Inc.",. Another change of control of the Company occurred on ~~May15~~May 15, 2008. ,The ~~the~~ Company changed its name to Carlyle Gaming & Entertainment Ltd. ,and its symbol ~~changed~~ to CGME, and established a fiscal year end of December 31. OnWe ~~July~~were 6,a ~~2012~~development ~~the~~stage ~~Board~~company ~~unanimously~~from ~~approved~~May ~~and,~~2008 byuntil ~~written~~October ~~consent,~~2011. ~~the~~We ~~Majority~~specialize ~~Stockholders~~in ~~approved,~~owning aand ~~Plan~~operating oflegal ~~Conversion,~~and ~~pursuant~~licensed tointeractive ~~which~~software-based ~~the~~games ~~Company~~of ~~reincorporated,~~chance inincluding ~~compliance~~sports ~~with~~wagering ~~the~~facilities ~~Delaware~~which ~~General~~are ~~Corporation~~offered ~~Law~~as ~~and~~an ~~the~~online ~~Colorado~~service ~~Business~~accessible ~~Corporation~~worldwide ~~Act.~~through Asthe ofInternet ~~July~~in 6,legal ~~2012~~and welicensed ~~are incorporated in Delaware~~jurisdictions.

See Accompanying Notes to the Financial Statements
We were a development stage company from May 2008 until October, 2011. We specialize in owning and operating legal and licensed interactive software-based games of chance including sports wagering facilities which are offered as an online service accessible worldwide through the Internet in legal and licensed jurisdictions.
our primary activities were conducted and consisted of the following:
Developing our business model;
Market research and analysis;
Purchasing, testing and evaluating software, hardware and other related technologies;
Recruiting and training employees;
Initial planning and development of our Web site, known as www.carlylegaming.com and www.betcarlyle.com.
Developing our information systems infrastructure; and
Establishing finance and administrative functions.

On September 10, 2010, we launched the www.carlylegaming.com and www.betcarlyle.com. websites. These went sites live and in a play for fun testing mode and were not generating income.

In late September 2011, we began taking live wagering on both www.carlylegaming.com and www.betcarlyle.com and commenced generating revenue.

We continued these initial activities and also focused on:

Increasing marketing activities;
Launching new online gaming Web sites;
Implementing improved gaming software and payment solutions.
Improving the functionality and appearance of the Web sites; and
Enhancing our financial, infrastructure and administrative capabilities.

We intend to continue to increase our marketing and administrative activities, and to increase other operating expense as required to build our business.

We have incurred significant losses and negative cash flows from operations in every fiscal period since inception due to the initial research, technology infrastructure development and starting of our business. Our revenues have not been sufficient to cover our expenses to date. In order to significantly increase revenues we will be required to incur significant advertising and promotional expenses. We anticipate additional revenues to occur in the fall and winter months, when wagering on professional and college football and, to a lesser extent basketball, and internet gaming activities as a whole, are expected to be at their highest levels. In anticipation of an expansion of our operations, we have recently employed additional management personnel. We intend to employ additional personnel in such areas as sales, technical support and finance. These actual and proposed increases in personnel will significantly increase our selling, general and administrative expenses.

~~See~~Our ~~Accompanying~~limited ~~Notes~~operating history and the uncertain nature of the markets we address or intend to address make prediction of our future results of operations difficult. Our operations may never generate significant revenues, and we may never achieve profitable operations. Our quarterly and annual operating results are likely to fluctuate significantly in the ~~Financial~~future ~~Statements~~due to a variety of factors, including the seasonal effects of the sports book and online casino operations, many of which are outside our control.

~~Results~~Management’s ofDiscussion and ~~OperationFor~~Analysis ~~the~~of ~~six~~Financial ~~months~~Condition ~~ended~~and ~~June~~Results ~~30,~~of ~~2013 compared to the six months ended June 30, 2011~~Operations.

~~Revenues~~Results ~~and~~of ~~ProfitIn~~Operations for the ~~six~~Three ~~month~~Months ~~period~~Ended ~~ended~~March ~~June 30~~31, ~~2013~~2014 ~~Carlyle~~as ~~Gaming~~Compared ~~& Entertainment Ltd. had total revenue loss of $(86,951), compared~~ to ~~total revenue of $197,830 for~~ the ~~same~~Three ~~period~~Months Ended inMarch ~~2012.~~31, ~~We expect to generate revenue as we expand our business operations.~~2013

~~The~~For ~~Company~~the ~~had~~three $0months inended March ~~gross~~31, ~~profits~~2014, ~~for~~ the ~~six~~Company ~~month~~had ~~period~~total ~~ended~~revenue ~~June~~of 30$285,512 ~~2013,~~as compared to total revenue of $014,734 for the ~~same~~three ~~period~~months inended ~~2012~~March 31, 2013. We ~~believe~~expect ~~our~~to generate ~~business~~revenue ~~operations~~as ~~will be profitable once~~ we ~~begin~~expand toour ~~generate~~business ~~consistent revenue~~operations.

~~Our~~Total operating expenses for the three months ended March 31, 2014 were $323,425, compared to total ~~gaming~~operating ~~turnover~~expenses for the ~~six~~three ~~month~~months ~~period~~ ended ~~June~~March 3031, 2013 of ~~was~~ $21254,~~613,558~~593.~~55compared~~ toIncluded ~~the~~in total ~~gaming~~operating ~~turnover~~expenses ofwere management salaries of $8161,~~334~~244,~~636~~ ~~for~~amortization ~~the~~and ~~same~~depreciation ~~period~~expense inof ~~2012.~~$50,968, Acommunications expense ~~159%~~of ~~increase~~$33,594, inand ~~total~~professional ~~gaming~~fees ~~turnover~~of ~~for~~$55,000. For the three ~~month~~months ~~period~~ ended ~~June~~March 3031, 2013, ~~compared~~the Company toincurred ~~the~~management ~~total~~salaries ~~gaming~~of ~~turnover~~$161,244, ~~for~~amortization ~~the~~and ~~same~~depreciation expense ~~period~~of in$52,660, ~~2012~~communications expense of $nil, and professional fees of $1,000.

~~General~~ ~~and~~Interest ~~Administrative~~expense ~~ExpensesFor~~for the three ~~six~~months ~~month period~~ ended ~~June~~March 3031, ~~2013~~2014 ,was ~~the Company’s advertising expenses have been~~ $218,~~500,~~039 ~~compensation~~compared ~~expenses~~to ~~have been~~ $~~322~~17,~~488,~~229 ~~general~~for ~~and~~the ~~administrative~~three months ~~expenses~~ended ~~have~~March ~~been $191~~31,~~660,~~ ~~interest expenses were $32,747~~2013. The ~~For~~expense is ~~the~~primarily ~~same~~due ~~period~~to inour ~~2011,~~agreements ~~advertising~~to ~~expenses~~purchase ~~were~~gaming ~~$7,500,~~software ~~compensation~~and ~~expenses~~domains ~~were~~and a ~~$320,000,~~credit ~~general~~facility ~~and~~with ~~administrative~~Intercapital ~~expenses~~Management ~~were~~Ltd. ~~$362,497~~(see ~~interest~~credit ~~expenses~~facilities section ~~were $32,747~~below).

~~Net~~The ~~LossThe~~ net loss for the three ~~six~~months ~~month period~~ ended ~~June~~March 3031, ~~2013~~2014 was $~~(621~~55,~~049),~~952 ~~which~~as ~~was~~compared anto ~~increase from~~ $~~(524~~257,~~914)~~088 for the ~~same~~three months ~~period~~ended inMarch ~~2012.~~31, ~~This increase is attributable to the increase in general and administrative expenses~~2013.

Liquidity and Capital ~~ResourcesAs~~Resources ~~of June 30, 2013, we financed our working capital requirements with existing cash balances~~ and ~~existing~~Cash ~~credit facilities primarily from Intercapital Management (Canada) Ltd. during such periods.~~Requirements

At March 31, 2014, the Company had cash of $56,976 compared with bank indebtedness of $6 at December 31, 2013. Furthermore, the Company had a working capital deficit of $5,198,832 compared with $4,908,336 at December 31, 2013. The increase in working capital deficit is attributed to the use of cash for the security deposit and an increase in outstanding day-to-day obligations.

During the three months ended March 31, 2014, the Company received $255,939 of cash from operating activities compared to $18,867 for the three months ended March 31, 2013. The increase in cash from operating activities is due to the increase in revenues earned during the three months ended March 31, 2014.

During the three months ended March 31, 2014, the Company used $285,512 of cash for investing activities compared to $18,867 during the three months ended March 31, 2013.

During the three months ended March 31, 2014, the Company received $86,549 of cash from financing activities compared to $nil during the three months ended March 31, 2013.

As of March 31, 2014, we financed our working capital requirements with existing cash balances and existing credit facilities primarily from Intercapital Management (Canada) Ltd. during such periods.

Our existing credit facility is the following:

(a) We have entered into a Loan and Security agreement with Intercapital Management (Canada) Ltd. whereby Intercapital Management (Canada) Ltd. made available a line of credit of $1,000,000. In consideration for the line of credit, we have granted a security interest by way of: (i) accounts; (ii) software and hardware; (iii) contract rights; and (iv) fixed assets and other assets. Interest is charged at the prime rate plus 1%. The term of the agreement shall continue until the latest of: (a) 60 days after either party provides written notice of termination to the other. The agreement is also personally guaranteed by our Chief Executive Officer. To date the credit facility has not been used.

~~See Accompanying Notes to the Financial Statements~~14

Our plan of operations for the twelve months following the date of this registration statement is to complete the following objectives within the time period specified, subject to the availability of adequate capital as outlined below:

Short Term (1-3 months)

Continue to build strategic partnerships and initiate our sales and marketing plans, which are focused on gaining market share.

Medium Term (3 – 12 months)

Focus on recruitment of professional staff, training and continuous professional development with existing professional staff.

Long Term (2- 5 years)

Continue to modify our strategy to meet our customer’s changing needs. This will involves setting the right expectations with the end client, as well as its existing professional staff, continuous assessment and monitoring, constructive feedback, appropriate coaching and mentoring. Continue our international expansion.

There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.

Future Financing Requirements

We will need to obtain proper funding from equity and/or additional debt financing in order to be able to fulfill our projections. Failure to generate sufficient revenues, raise additional capital or reduce certain discretionary spending could have a material adverse effect on our ability to achieve our business objectives and will greatly affect our ability to continue as a going concern.

~~Critical~~Off-Balance ~~Accounting Policies and Estimates~~Sheet Arrangements

~~See~~ ~~Accompanying~~The ~~Notes~~Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the ~~Financial~~Company's ~~Statements~~financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~Our~~Critical ~~consolidated financial statements are prepared in accordance with U.S. Generally Accepted~~ Accounting Principles (“GAAP”). The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Though we evaluate our estimates and assumptions on an ongoing basis, our actual results may differ from these estimates.Policies

~~Recently~~Use ~~Issued Accounting StandardsThe Company does not expect the adoption~~ of ~~recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.~~Estimates

~~Stock-Based~~ ~~CompensationStock-based~~The ~~compensation~~preparation ~~related~~of toconsolidated ~~non-employees~~financial isstatements ~~recognized~~in asconformity ~~compensation~~with accounting ~~expense~~principles generally accepted in the ~~accompanying~~United ~~consolidated~~States ~~statements~~requires management ofto ~~operations~~make estimates and isassumptions ~~based~~that onaffect the ~~fair~~reported ~~value~~ amounts of ~~the~~assets ~~services~~and ~~received~~liabilities orand ~~the~~disclosure ~~fair value~~ of ~~the~~contingent ~~equity~~assets ~~instruments~~and ~~issued,~~liabilities at ~~whichever~~the isdate ~~more~~of ~~readily~~the ~~determinable.~~consolidated ~~The~~financial ~~Company’s~~statements ~~accounting policy for equity instruments issued to consultants~~ and ~~vendors~~the inreported ~~exchange~~amounts of ~~for~~revenues ~~goods~~ and ~~services~~expenses ~~follows~~during the ~~provisions~~reporting ~~of FASB ASC 505, “Equity Based Payments to Non-Employees~~period.” The ~~measurement~~Company ~~date~~regularly evaluates ~~for~~estimates ~~the~~and ~~fair~~assumptions ~~value~~related ofto the ~~equity~~useful ~~instruments~~life ~~issued~~and recoverability isof ~~determined~~long‐lived atassets, ~~the~~impairment ~~earlier~~ of ~~(i)~~goodwill, ~~the~~and ~~date~~deferred atincome ~~which~~tax aasset valuation ~~commitment~~allowances. ~~for~~The ~~performance~~Company bybases ~~the~~its ~~consultant~~estimates orand ~~vendor~~assumptions ison current ~~reached~~facts, orhistorical ~~(ii)~~experience ~~the~~and ~~date~~various atother ~~which~~factors ~~the~~that ~~consultant~~it orbelieves to ~~vendor’s~~be ~~performance~~reasonable isunder ~~complete. In~~ the ~~case of equity instruments issued to consultants~~circumstances, the ~~fair~~results ~~value~~ of ~~the~~which ~~equity~~form ~~instrument is recognized over~~ the ~~term~~basis for ofmaking ~~the~~judgments ~~consulting~~about ~~agreement. We follow~~ the ~~provisions~~carrying values of ~~FASB~~assets ~~ASC~~and ~~718.~~liabilities ~~FASB ASC 718 requires recognition in~~ and the ~~financial~~accrual ~~statements~~ of ~~the~~costs ~~cost~~and ofexpenses ~~employee~~that ~~services~~are ~~received~~not inreadily ~~exchange~~apparent ~~for~~from another sources. ~~award~~The ofactual ~~equity~~results ~~instruments~~experienced ~~over~~by the ~~period~~Company ~~the~~may ~~employee~~differ ismaterially and ~~required~~adversely tofrom ~~perform~~ the ~~services~~Company’s inestimates. ~~exchange~~To ~~for~~ the ~~award~~extent ~~(presumptively~~there ~~the~~are ~~vesting~~material differences ~~period).~~between ~~FASB ASC 718 also requires measurement of~~ the ~~cost~~estimates ofand ~~employee services received in exchange for an equity award based upon~~ the ~~grant-date~~actual ~~fair~~results, ~~value~~future results of operations ~~the~~will ~~award~~be affected.

~~Off~~ ~~Balance~~Revenue Sheet ArrangementsThe Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.Recognition

~~Item~~ 3.Gaming ~~Quantitative~~revenues ~~and~~are ~~Qualitative~~recognized ~~Disclosures~~when ~~About~~the ~~Market~~sporting ~~Risk~~event or game of chance has been completed.We doDeposits ~~not~~held ~~hold~~by ~~any~~the ~~derivative~~Company ~~instruments~~for ~~and~~individual docustomers ~~not~~are recorded ~~engage~~as incustomer ~~any~~account ~~hedging~~deposits ~~activities~~until earned by the Company or returned to the customer. Gaming revenues are presented on a net basis (i.e., net of customer winnings).

~~Item~~ 4.Effect ~~Controls and Procedures.As~~ of ~~the~~New end of the period covered by this Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation of our disclosure controls and procedures as of June 30, 2013 , the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that itAccounting Standards

See ~~Accompanying~~Note 2, “Summary of Significant Accounting Policies,” included in the Notes to the Condensed Consolidated Financial Statements contained elsewhere in this report for a discussion of recent accounting developments and their impact on our consolidated financial statements. None of the new accounting standards are anticipated to materially impact us.

files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and this information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures.15

~~Management~~Item ~~identified~~3. aQuantitative ~~material~~and ~~weakness~~Qualitative ~~(as~~Disclosures ~~defined~~About inMarket ~~Public Company Accounting Oversight Board Standard No~~Risk. 2)We indo ~~our~~not ~~internal~~hold ~~control~~any ~~over~~derivative ~~financial~~instruments ~~reporting regarding a lack of adequate segregation of duties~~ and ~~concluded~~do ~~that such controls were~~ not ~~effective~~engage asin ofany ~~June~~hedging ~~30, 2013~~ activities.

~~Changes~~Item in4. ~~Internal~~Controls Control Over Financial ReportingThe Company is in the process of improving its internal control over financial reporting in an effort to remediate this material weakness by improving period-end closing procedures and ~~requiring all period-end recurring and non-recurring adjustments be reviewed by the Chief Financial Officer~~Procedures.

AsDisclosure ofControls ~~June~~and Procedures 30, 2013, there has been no change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

~~PART~~ ~~II:~~We ~~OTHER~~maintain ~~INFORMATION~~disclosure controls and procedures, as defined in Rule 13a‐15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~Item~~ ~~1. Legal Proceedings.~~We ~~are~~carried ~~currently~~out ~~not~~an evaluation, ~~involved~~under inthe ~~any~~supervision ~~litigation~~and ~~that~~with wethe ~~believe~~participation ~~could~~of ~~have~~our amanagement, including ~~material~~our ~~adverse~~Chief ~~effect~~Executive onOfficer ~~our~~and ~~financial~~Chief ~~condition~~Financial orOfficer, ~~results~~ of ~~operations.~~the effectiveness ~~There~~of isour nodisclosure ~~action,~~controls ~~suit,~~and ~~proceeding,~~procedures ~~inquiry~~as orof ~~investigation~~March ~~before or by any court~~31, ~~public~~2014. Based ~~board,~~on ~~government~~the ~~agency,~~evaluation ~~self-regulatory~~of ~~organization~~these ordisclosure ~~body~~controls ~~pending~~and orprocedures, toand ~~the~~in light ~~knowledge~~ of the ~~executive~~material ~~officers~~weaknesses offound ~~our~~in ~~company or any of~~ our ~~subsidiaries,~~internal ~~threatened~~controls ~~against~~over ~~or affecting our company~~financial reporting, our ~~common~~Chief ~~stock,~~Executive ~~any~~Officer ofand ~~our~~Chief ~~subsidiaries~~Financial orOfficer ofconcluded that our ~~companies~~disclosure orcontrols ~~our~~and ~~subsidiaries’~~procedures ~~officers~~were ornot ~~directors in their capacities as such, in which an adverse decision could have a material adverse effect~~effective.

~~Item~~ ~~1A.~~Management’s ~~Risk Factors.We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual~~ Report on Internal ~~Form~~Control ~~10-K~~Over ~~for~~Financial ~~the year ended December 31, 2012, filed with the SEC on June 14, 2013.~~Reporting

~~Item~~ 2.Management ~~Unregistered~~is responsible ~~Sales~~for ofestablishing ~~Equity~~and ~~Securities~~maintaining ~~and~~adequate ~~Use~~internal ofcontrol ~~Proceeds.There~~over financial ~~were~~reporting, noas ~~unregistered~~defined ~~sales~~in ofExchange ~~the~~Act Rule 13a‐15(f). The Company’s internal ~~equity~~control ~~securities~~over ~~during~~financial reporting is a process designed to provide reasonable assurance regarding the ~~quarter~~reliability ~~ended~~of ~~June~~financial ~~30,~~reporting ~~2013~~and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

~~Item~~ 3.Because ~~Defaults~~of ~~Upon~~its ~~Senior~~inherent limitations, ~~Securities~~internal control over financial reporting may not prevent or detect misstatements.~~There~~ ~~were~~Also, noprojections ~~defaults~~of ~~upon~~any ~~senior~~evaluation ~~securities~~of ~~during~~effectiveness to future periods are subject to the ~~quarter~~risk ~~ended~~that ~~June~~controls 30may become inadequate because of changes in conditions, ~~2013~~or that the degree of compliance with the policies or procedures may deteriorate.

~~See~~ ~~Accompanying~~Under ~~Notes~~the tosupervision and with the participation of management, including the Chief Executive Officer and Chief Financial ~~Statements~~Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2014 using the criteria established in “Internal Control ‐ Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

~~Item~~ 4.A ~~Mine~~material ~~Safety~~weakness ~~Disclosure~~is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.~~Not~~ ~~applicable~~In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2014, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

~~Item~~ 51. ~~Other~~We ~~Information.There~~do not have an Audit Committee – While not being legally obligated to have an audit committee, it is nothe ~~other~~management’s ~~information~~view ~~required~~that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent ~~disclosed~~of ~~under~~management ~~this~~to ~~item~~provide ~~which~~the ~~was~~necessary ~~not~~oversight ~~previously~~over ~~disclosed~~management’s activities.

2. We did not maintain appropriate financial reporting controls – As of March 31, 2014, our company has not maintained sufficient internal controls over financial reporting for the financial reporting process. As at March 31, 2014, our company did not have sufficient financial reporting controls with respect to timely financial reporting and the ability to process complex accounting issues. Subsequent to March 31, 2014, our company has obtained the necessary assistance to ensure that the performance of complex accounting issues can be performed accurately and on a timely basis.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2014 based on criteria established in Internal Control—Integrated Framework issued by COSO.
Attestation Report of the Registered Public Accounting Firm

Saturna Group Chartered Accountants LLP, our independent registered public auditors, was not required to and has not issued an attestation report concerning the effectiveness of our internal control over financial reporting as of March 31, 2014 pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during our last fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.
We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of the Company’s equity securities during the quarter ended March 31, 2014.

Item 3. Defaults Upon Senior Securities.
There were no defaults upon senior securities during the quarter ended March 31, 2014.

Item 4. Mine Safety Disclosure.
Not applicable.

Item 5. Other Information.
There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits.


Exhibit No.	Description

31.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

31.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

*filed herewith

*filed herewith17

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CARLYLE GAMING & ENTERTAINMENT LTD.
		(Registrant)
Dated: October 16, 2012
Dated: September 9, 2014
	By:	/s/ Sandy J. Masselli, Jr.
		Name:Sandy J. Masselli, Jr.
		Name:	Sandy J. Masselli, Jr.
		Title: Principal Executive Officer
		Title:	Principal Executive Officer
Dated: October 16, 2012
Dated: September 9, 2014
	By:	/s/ Domenic Filigno
		Name:Domenic Filigno
		Name:	Domenic Filigno
		Title: Principal Financial Officer and
		Title:	Principal Financial Officer and
		~~Chief Accounting Officer~~	Chief Accounting Officer

~~See Accompanying Notes to the Financial Statements~~18

Filing Compare · Carlyle Gaming & Entertainment, Ltd.