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

FORM 10-Q

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

For the quarter ended: ~~March~~June 3130, 2013

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.)

245 Park ~~AvenueNew~~Avenue New York, N.Y. 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 ~~August~~June 2630, 2013, there were 44,117,601 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1518
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	1922
Item 4.	Controls and Procedures.	2022
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	2023
Item 1 A.	Risk Factors.	20
Item 1A.	Risk Factors.	23
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	2023
Item 3	Defaults Upon Senior Securities.	2023
Item 4.	Mine Safety Disclosure.	2124
Item 5.	Other Information.	2124
Item 6.	Exhibits.	2124
Signatures		2124

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CARLYLE GAMING & ENTERTAINMENT LTD. New York, New York

FINANCIAL REPORTS AT ~~March~~June 3130, 2013

CARLYLE GAMING & ENTERTAINMENT LTD.

New York, New York

TABLE OF CONTENTS

Consolidated Balance Sheets at March 31, 2013 (Unaudited) and December 31, 2012	5
Consolidated Balance Sheets at June 30, 2013 (Unaudited) and December 31, 2012	6
Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012. (Unaudited)	6
Consolidated Statements of Operations for the Three Months Ended March31, 2013 and 2012. (Unaudited)	7
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012. (Unaudited)	7
Consolidated Statements of Operations for the Six Months Ended June 30, 2013 and 2012. (Unaudited)	7
Notes to Consolidated Financial Statements	8
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. Consolidated Financial ~~StatementsMarch~~Statements June 30, 2013 Unaudited Carlyle Gaming & Entertainment Ltd. BALANCE SHEETS (Unaudited) As at June 30, 2013 and December 31, ~~2013Unaudited~~2012

Carlyle Gaming & Entertainment Ltd. BALANCE SHEETS (Unaudited) As at ~~March~~June 3130, 2013 and December 31, 2012

Carlyle Gaming & Entertainment Ltd.INTERIM BALANCE SHEETS(Unaudited)As at March 31, 2013 and December 31, 2012


		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

		March 312013			December 312012
ASSETS
Current assets
Cash and cash equivalents, unrestricted	$	529,855		$	517,967
Cash and cash equivalents, restricted - Note 3		106,712			103,765
		636,567			621,732
Equipment - (net of accumulated depreciation) - Note 4		11,029			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		783,333			833,333
Total Assets	$	1,670,929		$	1,704,722
LIABILTIES
Current liabilities
Accounts payable and accrued liabilities	$	691,085		$	237,962
Accrued liabilities - related parties - Note 7		2,312,812			2,542,640
Notes payable to related party - Note 8		1,100,000			1,100,000
		4,103,897			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		(2,707,538	)		(2,450,450	)
Total Stockholders' Deficit		(2,432,968	)		(2,175,880	)
Total Liabilites and Stockholders' Deficit	$	1,670,929		$	1,704,722

See Accompanying Notes to the Financial Statements

Carlyle Gaming & Entertainment Ltd. STATEMENTS OF ~~OPERATIONSFor~~OPERATIONS For the three and six month period ended March 31 and June 30, 2013 and 2012 (Unaudited)

For the Three Months Ended March 31		2013			2012
		For the three months						For the six months
Revenues	$	14,734		$	122,555
		Ended June 30						Ended June 30
Expenses
		2013			2012			2013			2012
Advertising		-			5,000
Revenues	$	(86,951	)	$	75,275		$	(72,217	)	$	197,830
Amortization and depreciation		52,660			52,009
Expenses
Communications		-			53,491
Advertising		-			2,500			-			7,500
Filing fees		-			16,264
Amortization and depreciation		52,660			51,809			105,320			103,818
Interest to related party		17,229			16,267
Communications		-			14,887			-			68,378
Management salaries		161,244			160,000
Filing fees		-			-			-			16,264
Professional fees		1,000			60,850
Interest to related party		17,455			16,480			34,684			32,747
Rent		9,000			30,500
Management salaries		161,244			160,000			322,488			320,000
Transfer agent		2,124			8,569
Professional fees		17,000			11,000			17,000			71,850
Travel, meetings and living		28,565			44,738
Rent		9,000			5,500			18,000			36,000
Total expenses		271,822			447,688
Transfer agent		20,651			12,881			22,775			21,450
Net loss and comprehensive loss for the period	$	(257,088	)	$	(325,133	)
Travel, meetings and living		-			-			28,565			44,737
Basic and diluted loss per share	$	(0.01	)	$	(0.01	)
Total expenses		278,010			275,057			548,832			722,744
Weighted average number of shares outstanding		44,117,601			44,117,601
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 Accompanying Notes to the Financial Statements

Carlyle Gaming & Entertainment Ltd.(A ~~Development Stage Company)INTERIM~~ STATEMENTS OF CASH ~~FLOWSFor~~FLOWS For the ~~three~~six month ~~period~~periods ended ~~March~~June 3130, 2013 and 2012 (Unaudited)

For the Three Months Ended March 31		2013			2012
		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	$	(~~257~~621,~~088~~049	)	$	(~~325~~524,~~133~~914	)
Amortization		52105,~~660~~320			52103,~~009~~818
Changes in non-cash working capital balances
Accounts payable and accrued liabilities		49,371			131,783
Accrued liabilities		4,123			127,991
Accrued liabilities - related parties		~~173~~443,~~924~~512			~~278~~505,~~362~~400
Cash provided by (used in) operating activities		18(68,~~867~~094	)		~~137~~212,~~021~~295
Investing activities
Purchase of equipment		(4,032	)		(4,966	)
Purchse of equipment		(4,032	)		(4,966	)
Purchase of software		-			(9,500	)
Cash provided by (used in) investing activities		(4,032	)		(914,~~500~~466	)
Increase in total cash and cash equivalents		14,835			122,555
Increase (decrease) in total cash and cash equivalents		(72,126	)		197,829
Increase (decrease) in restricted cash		2,947			(25,033	)
Less decrease in restricted cash		2,947			38,531
		11,888			147,588
		(75,073	)		236,360
Cash and cash equivalents, beginning of the period		517,967			31,860
Cash and cash equivalents, end of the period	$	~~529~~442,~~855~~894		$	~~179~~268,~~448~~220
Supplemented disclosure of cash flow information:
Non-cash Financing Activities
Recognition of goodwill and 6,523,667 shares of common stock	$	-		$	-
34,569,934 shares issued for debt	$	-		$	-
Cash paid for:
Interest	$	~~(17~~34,~~229~~684	)	$	~~(16~~32,~~267~~747	)
Income taxes	$	-		$	-

See Accompanying Notes to the Financial Statements


Note 1	Incorporation and quasi reorganization

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 ~~re-instated~~reinstated, under a sole corporate guardianship. The Company has treated this event as a quasi reorganization..

Since July 18, 2007, the Company has been in the development stage (see below), devoting its efforts to the establishment of an online gaming business.

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.

On April 27, 2011, the Company incorporated a wholly owned Canadian subsidiary, Carlyle Interactive Ltd. with the purpose of processing bets in-house. The subsidiary has yet to commence active operations. ~~On July 7, 2012 the Company changed its Certificate of Incorporation from Colorado to Delaware.~~


Note 2	Interim reporting

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, they include all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s audited December 31, 2012 financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2012 financial statements.

Operating results for the three months ended ~~March~~June 3130, 2013 are not necessarily indicative of the results that can be expected for the year ending December 31, 2013.

See Accompanying Notes to the Financial Statements


Note 3	Significant Accounting policies

Basis of Presentation

The Company’s consolidated 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.

See Accompanying Notes to the Financial Statements

Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At ~~March~~June 3130, 2013, the Company had not yet achieved profitable operations, has accumulated losses of $23,~~707~~071,~~538~~499 since its quasi reorganization. The Company expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Company. There are no current arrangements in place for equity funding or short-term loans

Revenue Recognition

The Company’s revenue consists of the betting wins less betting losses paid out and related charge backs. The Company recognizes revenue after those events have transpired, when its revenue can be reasonably determined and payment assured.

Use of estimates

The preparation 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.

Development Stage Company.

See Accompanying Notes to the Financial Statements

Prior to January 1, 2012, the company had started to earn revenues but had not achieved full operation. At the beginning of 2012, the Company finished the phase-in part of its online operations and was essentially fully operational. The Company has used January 1, 2012 as the date that it came out of the Development stage (as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-915, “Development Stage Entities”.

Fair Value Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard established a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling 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 for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would 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 Instruments

The carrying values of accrued liabilities, and accrued liabilities – related parties 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 with its payment processor in Costa Rica and such balance are not federally insured. The Company is exposed to credit risks of $494,531.

The 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.

Goodwill

In 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.

Other Intangibles

See Accompanying Notes to the Financial Statements

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.

Equipment

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

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with FASB ASC Topic, 360.10, Property, Plant and Equipment, Impairment or Disposal of Long-Lived Assets. This 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.

Basic and Diluted Net Income (Loss) Per Share

The Company 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 loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive 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 is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive.

Income Taxes

The Company follows FASB ASC Topic 820, “Income Taxes” which requires the use of the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at March 31, 2013 the Company had $636,567 of cash

See Accompanying Notes to the Financial Statements

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at June 30, 2013 the Company had $549,605 of cash balances of which $106,712 were subject to a 12 week holdback (~~2012 -~~ $621,731 & $103,765 respectively – 2012).

Derivative Instruments

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.

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance 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.


Note 3	Restricted cash and operating cost

The Company has entered into a payment processing agreement with a company located in Costa Rica whereby the payment processor will incur all of the Company’s website costs, processing and all other costs related to running its betting websites. The agreement included a trial period ending June 30, 2012 and was extended to ~~March~~June 3130, 2013 After this trial period, the Company will pay 7% of all net earnings.

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 ~~week period 30% of the revenue is held by the payment processor as a holdback against potential losses.~~

See Accompanying Notes to the Financial Statements

week period 30% of the revenue is held by the payment processor as a holdback against potential losses.


Note 4	Equipment

		Cost		AccumulatedAmortization		Net Book ValueMarch 31, 2013		Net Book ValueDec 31, 2012
				Accumulated		Net Book Value		Net Book Value
Computer hardware	$	11,772	$	4,303	$	7,469	$	4,909
		Cost		Amortization		June, 2013		Dec 31, 2012
Computer Software		9,500		5,940		3,560		4,748
Computer hardware	$	11,772	$	5,775	$	5,997	$	4,909
	$	21,272	$	10,243	$	11,029	$	9,657
Computer Software		9,500		7,128		2,372		4,748
	$	21,272	$	12,903	$	8,369	$	9,657


Note 5	Goodwill on quasi reorganization

The Company was officially dissolved for 9 years starting November 1, 1998. 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 of the Company. The Company thus emerged from dissolution but without tangible assets or liabilities. Further, accumulated losses and additional paid in capital were indeterminable, as accounting records were not entered during the period of dissolution.

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. 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.

See Accompanying Notes to the Financial Statements


Note 6	Rights to gaming software and domains

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. The 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.

		Cost		AccumlatedAmortization		Net Book ValueMarch 31, 2013		Net Book ValueDec 31 2012
				Accumlated		Net Book Value		Net Book Value
E-commerce softwar	$	600,000	$	158,333	$	441,667	$	466,667
		Cost		Amortization		June 30, 2013		Dec 31 2012
Gaming software		300,000		79,167		220,833		233,333
E-commerce softwar $	$	600,000	$	183,333	$	416,667	$	466,667
Customer accounts		200,000		79,167		120,833		133,333
Gaming software		300,000		91,667		208,333		233,333
	$	1,100,000	$	316,667	$	783,333	$	833,333
Customer accounts		200,000		91,667		108,333		133,333
	$	$1,100,000	$	366,667	$	733,333	$	833,333

See Accompanying Notes to the Financial Statements


Note 7	Accrued liabilities – related parties

Accrued liabilities, due to related parties, consist of the following:

		March 312013		December 312012
		June 30		Dec 31
Interest on notes	$	222,889	$	205,750
		2013		2012
Management salaries		1,706,664		1,995,420
Interest on notes	$	240,254	$	205,750
Miscellaneous payables		383,259		341,470
Management salaries		1,867,908		1,995,420
	$	2,312,812	$	2,542,640
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.

See Accompanying Notes to the Financial Statements

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 ~~March~~June 3130, 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.

~~Item~~See 2.Accompanying ~~Management’s~~Notes 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.~~Financial 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.Statements

~~Although~~Item ~~the~~2. ~~Company~~Management’s ~~believes~~Discussion ~~that~~and ~~the~~Analysis ~~expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels~~ of ~~activity,~~Financial ~~performance,~~Condition orand ~~achievements.~~Results ~~Except as required by applicable law, including the securities laws~~ of ~~the United~~Operations.

~~See~~This ~~Accompanying~~quarterly ~~Notes~~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 ~~Financial~~U.S. ~~Statements~~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 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, 2008 , the Company changed its name to Carlyle Gaming & Entertainment Ltd. ,its symbol changed to CGME and established a fiscal year end of December 31. We were a development stage company from May 2008 until October, 2011. On July 7, 2012 the Company changed its Certificate of Incorporation from Colorado to Delaware. 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~~We ~~primary~~were ~~activities~~incorporated ~~were~~in ~~conducted~~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 ~~consisted~~the Company changed its name from "Patent Pending, Inc. " to "Clean-X-Press, Inc.", Another change of control of the ~~following:~~Company occurred on May15, 2008 , the Company changed its name to Carlyle Gaming & Entertainment Ltd. ,its symbol changed to CGME and established a fiscal year end of December 31. On July 6, 2012 the Board unanimously approved and, by written consent, the Majority Stockholders approved, a Plan of Conversion, pursuant to which the Company reincorporated, in compliance with the Delaware General Corporation Law and the Colorado Business Corporation Act. As of July 6, 2012 we are incorporated in Delaware.

~~Developing~~See ~~our~~Accompanying ~~business~~Notes ~~model;~~to the Financial Statements

~~Market~~We ~~research~~were a development stage company from May 2008 until October, 2011. We specialize in owning and ~~analysis;~~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.

~~Purchasing,~~our ~~testing~~primary ~~and~~activities ~~evaluating~~were ~~software,~~conducted ~~hardware~~ and ~~other~~consisted ~~related~~of ~~technologies;~~the following:
~~Recruiting~~Developing ~~and~~our ~~training~~business ~~employees~~model;
~~Initial~~Market ~~planning~~research and ~~development of our Web site, known as www.carlylegaming.com and www.betcarlyle.com.~~analysis;
~~Developing~~Purchasing, ~~our~~testing ~~information~~and ~~systems~~evaluating ~~infrastructure;~~software, hardware and other related technologies;
~~Establishing~~Recruiting ~~finance~~ and ~~administrative~~training ~~functions.~~employees;
OnInitial ~~September~~planning ~~10,~~and ~~2010,~~development weof ~~launched~~our ~~the~~Web site, known as 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.~~
InDeveloping ~~late~~our ~~September~~information ~~2011,~~systems weinfrastructure; ~~began taking live wagering on both www.carlylegaming.com~~ and ~~www.betcarlyle.com and commenced generating revenue.~~
WeEstablishing ~~continued~~finance ~~these initial activities~~ and ~~also~~administrative ~~focused on:~~functions.

~~Increasing~~On ~~marketing~~September ~~activities;~~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.

~~Launching~~In ~~new~~late ~~online~~September ~~gaming~~2011, ~~Web~~we ~~sites;~~began taking live wagering on both www.carlylegaming.com and www.betcarlyle.com and commenced generating revenue.

~~Implementing~~We ~~improved~~continued ~~gaming~~these ~~software~~initial activities and ~~payment~~also ~~solutions.~~focused on:

~~Improving~~Increasing ~~the~~marketing ~~functionality and appearance of the Web sites~~activities; ~~and~~
~~Enhancing~~Launching ~~our~~new ~~financial,~~online ~~infrastructure~~gaming ~~and~~Web ~~administrative capabilities.~~sites;
WeImplementing ~~intend~~improved togaming ~~continue~~software ~~to increase our marketing~~ and ~~administrative~~payment ~~activities, and to increase other operating expense as required to build our business~~solutions.
~~See~~Improving ~~Accompanying~~the ~~Notes~~functionality toand appearance of the ~~Financial~~Web ~~Statements~~sites; and
WeEnhancing ~~have~~our ~~incurred significant losses and negative cash flows from operations in every fiscal period since inception due to the initial research~~financial, ~~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~~capabilities.

~~Results~~We ofintend ~~Operation~~to continue to increase our marketing and administrative activities, and to increase other operating expense as required to build our business.

~~For~~We ~~the~~have ~~three~~incurred ~~months~~significant ~~ended~~losses ~~March~~and 31negative cash flows from operations in every fiscal period since inception due to the initial research, ~~2013~~technology ~~compared~~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 ~~three~~fall and winter months, ~~ended~~when ~~March~~wagering 31on professional and college football and, ~~2012~~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.

~~Revenues~~See ~~and~~Accompanying ~~Profit In~~Notes ~~the three month period ended March 31, 2013, Carlyle Gaming & Entertainment Ltd. had total revenue of $14,734, compared~~ to ~~total revenue of $122,555 for~~ the ~~same~~Financial ~~period in 2012. We expect to generate revenue as we expand our business operations.~~Statements

~~Our~~Results ~~total~~of ~~gaming~~OperationFor ~~turnover for~~ the ~~three~~six ~~month~~months ~~period~~ ended ~~March~~June 3130, 2013 ~~was $9,192,714~~ compared to the ~~total~~six ~~gaming~~months ~~turnover of $5,137,779 for the same period in 2012. A 79% increase in total gaming turnover for the three month period~~ ended ~~March~~June 3130, ~~2013 compared to the total gaming turnover for the same period in 2012.~~2011

~~The~~Revenues ~~Company~~and ~~had~~ProfitIn ~~$0 in gross profits for~~ the ~~three~~six month period ended ~~March~~June 3130, 2013 Carlyle Gaming & Entertainment Ltd. had total revenue loss of $(86,951), compared to total revenue of $0197,830 for the same period in ~~2011~~2012. We ~~believe~~expect ~~our~~to ~~business~~generate ~~operations~~revenue ~~will~~as ~~be profitable once~~ we ~~begin~~expand toour ~~generate~~business ~~consistent revenue~~operations.

~~General~~The ~~and~~Company ~~Administrative~~had ~~Expenses For~~$0 in gross profits for the ~~three~~six month period ended ~~March~~June 3130, 2013, ~~the~~compared ~~Company’s~~to ~~advertising expenses have been~~ $0, ~~compensation~~for ~~expenses have been $161,244, general and administrative expenses have been $93,279 interest expenses were $17,229. For~~ the same period in 2012,. ~~advertising~~We ~~expenses~~believe ~~were~~our ~~$5,000,~~business ~~compensation~~operations ~~expenses~~will ~~were~~be ~~$160,000,~~profitable ~~general~~once ~~and~~we ~~administrative~~begin ~~expenses were $266,421 interest expenses were $16,267. Our expenses have increased due~~ to ~~our~~generate ~~increase~~consistent ~~in general administrative expenses~~revenue.

~~Net~~Our ~~Loss The~~total ~~net~~gaming ~~loss~~turnover for the ~~three~~six month period ended ~~March~~June 3130, 2013 was $~~(257~~21,~~088)~~613,558.55compared ~~which~~to ~~was~~the atotal ~~decrease~~gaming ~~from~~turnover of $~~(325~~8,~~133)~~334,636 for the same period in 2012. ~~This~~A ~~decrease~~159% isincrease ~~attributable~~in total gaming turnover for the three month period ended June 30, 2013 compared to the ~~decrease~~total ingaming ~~general~~turnover ~~and~~for ~~administrative~~the ~~expenses~~same period in 2012.

~~Liquidity~~General and ~~Capital~~Administrative ~~Resources As~~ExpensesFor ofthe ~~March~~six 31month period ended June 30, 2013 , wethe ~~financed~~Company’s ~~our~~advertising ~~working~~expenses ~~capital~~have ~~requirements~~been ~~with~~$2,500, ~~existing~~compensation ~~cash~~expenses ~~balances~~have been $322,488, general and ~~existing~~administrative ~~credit~~expenses ~~facilities~~have ~~primarily~~been ~~from~~$191,660, ~~Intercapital~~interest ~~Management~~expenses ~~(Canada)~~were ~~Ltd~~$32,747. ~~during~~For ~~such~~the ~~periods~~same period in 2011, advertising expenses were $7,500, compensation expenses were $320,000, general and administrative expenses were $362,497 interest expenses were $32,747.

~~See~~Net ~~Accompanying~~LossThe ~~Notes~~net loss for the six month period ended June 30, 2013 was $(621,049), which was an increase from $(524,914) for the same period in 2012. This increase is attributable to the ~~Financial~~increase ~~Statements~~in general and administrative expenses.

~~Our~~Liquidity and Capital ResourcesAs of June 30, 2013, we financed our working capital requirements with existing cash balances and existing credit ~~facility~~facilities isprimarily ~~the~~from ~~following:~~Intercapital Management (Canada) Ltd. during such periods.

~~(a)~~Our Weexisting ~~have entered into a Loan and Security agreement with Intercapital Management (Canada) Ltd. whereby Intercapital Management (Canada) Ltd. made available a line of~~ credit offacility $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~~following: (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.

~~Our~~(a) ~~plan~~We have entered into a Loan and Security agreement with Intercapital Management (Canada) Ltd. whereby Intercapital Management (Canada) Ltd. made available a line of ~~operations~~credit of $1,000,000. In consideration for the ~~twelve~~line ~~months~~of ~~following~~credit, ~~the~~we ~~date~~have granted a security interest by way of: ~~this~~(i) ~~registration~~accounts; ~~statement~~(ii) software and hardware; (iii) contract rights; and (iv) fixed assets and other assets. Interest is tocharged ~~complete~~at the ~~following~~prime ~~objectives~~rate ~~within~~plus 1%. The term of the ~~time~~agreement ~~period~~shall ~~specified,~~continue ~~subject~~until the latest of: (a) 60 days after either party provides written notice of termination to the ~~availability~~other. ofThe ~~adequate~~agreement ~~capital~~is asalso ~~outlined~~personally ~~below:~~guaranteed by our Chief Executive Officer. To date the credit facility has not been used.

~~Short~~See ~~Term~~Accompanying ~~(1-3~~Notes ~~months)~~to the Financial Statements

~~Continue~~Our toplan ~~build~~of ~~strategic~~operations ~~partnerships~~for ~~and~~the ~~initiate~~twelve ~~our~~months ~~sales~~following ~~and~~the ~~marketing~~date ~~plans~~of this registration statement is to complete the following objectives within the time period specified, ~~which~~subject ~~are~~to ~~focused~~the onavailability ~~gaining~~of ~~market~~adequate ~~share.~~capital as outlined below:

~~Medium~~Short Term (1-3 ~~– 12~~ months)

~~Focus~~Continue onto ~~recruitment~~build ofstrategic ~~professional~~partnerships ~~staff,~~and ~~training~~initiate our sales and ~~continuous~~marketing ~~professional~~plans, ~~development~~which ~~with~~are ~~existing~~focused ~~professional~~on ~~staff~~gaining market share.

~~Long~~Medium Term (2-3 5– ~~years~~12 months)

~~Continue~~Focus toon ~~modify~~recruitment ~~our~~of ~~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~~training ~~assessment~~ and ~~monitoring,~~continuous ~~constructive~~professional ~~feedback,~~development ~~appropriate~~with ~~coaching~~existing ~~and~~professional ~~mentoring~~staff. ~~Continue our international expansion.~~

~~There~~Long isTerm no(2- ~~assurance~~5 ~~that our company will be able to obtain further funds required for our continued working capital requirements.~~years)

~~There~~Continue isto ~~substantial~~modify ~~doubt about~~ our ~~ability~~strategy to ~~continue~~meet asour acustomer’s ~~going~~changing ~~concern~~needs. asThis ~~the~~will ~~continuation~~involves ofsetting ~~our~~the ~~business~~right isexpectations ~~dependent~~with ~~upon~~ the ~~continued~~end ~~financial support from our shareholders~~client, ~~our~~as ~~ability~~well toas ~~obtain~~its ~~necessary~~existing ~~equity~~professional ~~financing~~staff, tocontinuous ~~continue~~assessment ~~operations,~~ and ~~achieving~~monitoring, aconstructive ~~profitable~~feedback, ~~level~~appropriate ofcoaching ~~operations.~~and ~~The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders~~mentoring. ~~Obtaining~~Continue ~~commercial loans, assuming those loans would be available, will increase~~ our ~~liabilities~~international ~~and future cash commitments~~expansion.

~~Due~~There tois ~~the~~no ~~uncertainty~~assurance ofthat our ~~ability~~company towill ~~meet~~be ~~our~~able ~~current~~to ~~operating~~obtain ~~and~~further ~~capital~~funds ~~expenses,~~required infor ~~their report on~~ our ~~audited~~continued ~~consolidated~~working ~~financial~~capital ~~statements our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern~~requirements. ~~Our financial statements contain additional note disclosures describing the~~

~~See~~There ~~Accompanying~~is ~~Notes~~substantial doubt about our ability to continue as a going concern as the ~~Financial~~continuation ~~Statements~~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 Accounting Policies and Estimates Our 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.

~~Recently~~See ~~Issued~~Accompanying ~~Accounting~~Notes ~~Standards The Company does not expect the adoption of recently issued accounting pronouncements~~ to ~~have a significant impact on~~ the ~~Company’s~~Financial ~~results of operations, financial position or cash flow.~~Statements

~~Stock-Based~~Our ~~Compensation Stock-based compensation related to non-employees is recognized as compensation expense in the accompanying~~ consolidated financial statements ofare ~~operations~~prepared and is based on the fair value of the services received or the fair value of the equity instruments issued, whichever is more readily determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in ~~exchange~~accordance ~~for~~with ~~goods and services follows the provisions of FASB ASC 505, “Equity Based Payments to Non-Employees~~U.”S. ~~The~~Generally ~~measurement~~Accepted ~~date~~Accounting ~~for~~Principles ~~the fair value of the equity instruments issued is determined at the earlier of~~ (i“GAAP”) ~~the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete~~. InThe ~~the~~preparation ~~case~~ of ~~equity instruments issued to consultants,~~ the ~~fair value of the equity instrument is recognized over the term of the consulting agreement. We follow the provisions of FASB ASC 718. FASB ASC 718 requires recognition in the~~ financial statements ofrequires ~~the~~us ~~cost~~to ofmake ~~employee~~estimates ~~services~~and ~~received~~assumptions inthat ~~exchange~~affect ~~for~~the anreported ~~award~~amounts of ~~equity~~assets, ~~instruments~~liabilities, ~~over~~revenues, ~~the~~expenses, ~~period~~and ~~the~~related ~~employee is required to perform the services in exchange for the award (presumptively the vesting period)~~disclosures. ~~FASB~~Though ~~ASC~~we ~~718~~evaluate ~~also~~our ~~requires~~estimates ~~measurement~~and ofassumptions ~~the~~on ~~cost of employee services received in exchange for~~ an ~~equity~~ongoing ~~award~~basis, ~~based~~our ~~upon~~actual ~~the~~results ~~grant-date~~may ~~fair~~differ ~~value~~from ofthese ~~the award~~estimates.

~~Off~~Recently ~~Balance~~Issued ~~Sheet~~Accounting ~~Arrangements The~~StandardsThe Company does not ~~have~~expect ~~any~~the ~~off~~adoption ~~balance~~of ~~sheet~~recently ~~arrangements~~issued ~~that~~accounting ~~have~~pronouncements ~~or are reasonably likely~~ to have a ~~current~~significant orimpact ~~future effect~~ on the Company'’s ~~financial condition, changes in financial condition, revenues or expenses,~~ results of operations, ~~liquidity,~~financial ~~capital~~position ~~expenditures~~ or ~~capital~~cash ~~resources~~flow.

~~Item~~Stock-Based 3CompensationStock-based compensation related to non-employees is recognized as compensation expense in the accompanying consolidated statements of operations and is based on the fair value of the services received or the fair value of the equity instruments issued, whichever is more readily determinable. ~~Quantitative~~The Company’s accounting policy for equity instruments issued to consultants and ~~Qualitative~~vendors ~~Disclosures~~in ~~About~~exchange ~~Market~~for ~~Risk~~goods and services follows the provisions of FASB ASC 505, “Equity Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. We dofollow ~~not~~the ~~hold~~provisions ~~any~~of ~~derivative~~FASB ASC 718. FASB ASC 718 requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments ~~and~~over dothe ~~not~~period ~~engage~~the employee is required to perform the services in ~~any~~exchange ~~hedging~~for ~~activities~~the award (presumptively the vesting period). FASB ASC 718 also requires measurement of the cost of employee services received in exchange for an equity award based upon the grant-date fair value of the award.

~~See~~Off ~~Accompanying~~Balance ~~Notes~~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 ~~Financial~~Company's ~~Statements~~financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 43. ~~Controls~~Quantitative and ~~Procedures.~~Qualitative AsDisclosures ofAbout ~~the~~Market 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”)Risk.We ~~Based~~do onnot ~~their~~hold ~~evaluation~~any ofderivative ~~our~~instruments ~~disclosure controls~~ and ~~procedures~~do ~~as of March 31, 2013, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were~~ not ~~effective~~engage ~~to ensure that information required to be disclosed by the Company~~ in ~~reports~~any ~~that~~hedging it 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 disclosuresactivities.

~~Management~~Item ~~identified~~4. aControls ~~material~~and ~~weakness~~Procedures.As (of the 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 ~~Public~~Rule ~~Company~~13a-15(e) ~~Accounting~~and ~~Oversight~~Rule ~~Board~~15d-15(e) ~~Standard~~promulgated ~~No.~~under 2)the inSecurities ~~our~~and ~~internal~~Exchange ~~control~~Act ~~over~~of ~~financial~~1934 ~~reporting~~(the ~~regarding~~“Exchange aAct”). ~~lack~~Based on their evaluation of ~~adequate~~our ~~segregation~~disclosure controls and procedures as of ~~duties~~June 30, 2013 , the Company’s Chief Executive Officer and Chief Financial Officer have concluded that ~~such~~the Company’s disclosure controls and procedures were not effective asto ofensure ~~March~~that ~~31,~~information ~~2013.~~required to be disclosed by the Company in reports that it

~~Changes~~See inAccompanying ~~Internal~~Notes ~~Control Over Financial Reporting The 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.~~Statements

Asfiles ofor ~~March~~submits 31under the Exchange Act is recorded, ~~2013~~processed, ~~there~~summarized ~~has~~and ~~been~~reported nowithin ~~change~~the intime ~~the~~periods ~~Company’s~~specified ~~internal~~in ~~control~~Securities ~~over~~and ~~financial~~Exchange ~~reporting~~Commission ~~that~~rules ~~has~~and ~~materially~~forms ~~affected~~and orthis information is ~~reasonably~~accumulated ~~likely~~and communicated to ~~materially~~management, ~~affect~~including the Company’s ~~internal~~Chief ~~control~~Executive ~~over~~Officer ~~financial~~and ~~reporting~~Chief Financial Officer to allow timely decisions regarding required disclosures.

~~PART~~Management ~~II:~~identified ~~OTHER~~a ~~INFORMATION~~material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting regarding a lack of adequate segregation of duties and concluded that such controls were not effective as of June 30, 2013 .

~~Item~~Changes 1.in ~~Legal~~Internal ~~Proceedings.~~Control WeOver ~~are~~Financial ~~currently~~ReportingThe ~~not~~Company ~~involved~~is in ~~any~~the ~~litigation~~process ~~that~~of weimproving ~~believe~~its ~~could~~internal ~~have~~control aover ~~material adverse effect on our~~ financial ~~condition~~reporting orin ~~results~~an ofeffort ~~operations.~~to ~~There~~remediate isthis nomaterial ~~action,~~weakness ~~suit,~~by ~~proceeding,~~improving ~~inquiry~~period-end orclosing ~~investigation~~procedures ~~before~~and orrequiring byall ~~any~~period-end ~~court,~~recurring ~~public~~and ~~board, government agency, self~~non-~~regulatory~~recurring ~~organization~~adjustments orbe ~~body~~reviewed ~~pending~~by ~~or, to~~ the ~~knowledge~~Chief ofFinancial 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 effectOfficer.

~~Item~~As ~~1A.~~of ~~Risk~~June ~~Factors.~~30, We2013, ~~believe~~ there ~~are~~has been no ~~changes~~change ~~that~~in ~~constitute material changes from~~ the ~~risk~~Company’s ~~factors~~internal ~~previously~~control ~~disclosed~~over infinancial ~~our~~reporting ~~Annual~~that ~~Report~~has onmaterially ~~Form~~affected ~~10-K~~or ~~for~~is ~~the~~reasonably ~~year~~likely ~~ended~~to ~~December~~materially ~~31,~~affect ~~2012, filed with~~ the ~~SEC~~Company’s oninternal ~~June~~control ~~14,~~over ~~2013~~financial reporting.

~~Item~~PART 2.II: ~~Unregistered~~OTHER ~~Sales~~INFORMATION ~~of Equity Securities and Use of Proceeds. There were no unregistered sales of the Company’s equity securities during the quarter ended March 31, 2013.~~

Item 31. ~~Defaults~~Legal ~~Upon~~Proceedings.We ~~Senior~~are ~~Securities~~currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There ~~were~~is no ~~defaults~~action, ~~upon~~suit, ~~senior~~proceeding, ~~securities~~inquiry ~~during~~or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the ~~quarter~~knowledge ~~ended~~of ~~March~~the 31executive officers of our company or any of our subsidiaries, ~~2013~~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.

~~See~~Item ~~Accompanying~~1A. ~~Notes~~Risk toFactors.We believe there are no changes that constitute material changes from the ~~Financial~~risk ~~Statements~~factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on June 14, 2013.

Item 42. ~~Mine~~Unregistered ~~Safety~~Sales ~~Disclosure~~of Equity Securities and Use of Proceeds.There ~~Not~~were ~~applicable~~no unregistered sales of the Company’s equity securities during the quarter ended June 30, 2013 .

Item 53. ~~Other~~Defaults ~~Information.~~Upon Senior Securities.There iswere no ~~other~~defaults ~~information~~upon ~~required~~senior tosecurities beduring ~~disclosed~~the ~~under~~quarter ~~this~~ended ~~item~~June ~~which~~30, ~~was~~2013 ~~not previously disclosed~~.

See Accompanying Notes to the Financial Statements

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

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: August 26, 2013
Dated: October 16, 2012
	By:	/s/ Sandy J. Masselli, Jr.
		Name:Sandy J. Masselli, Jr.
		Title: Principal Executive Officer
Dated: August 26, 2013
Dated: October 16, 2012
	By:	/s/ ~~Alexander~~Domenic ~~Kennedy~~Filigno
		Name:Alexander Kennedy
		Name:Domenic Filigno
		Title: Principal Financial Officer and
		Chief Accounting Officer

See Accompanying Notes to the Financial Statements

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