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

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2012~~2013

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

For the transition period from _________ to _________

CARLYLE GAMING & ENTERTAINMENT LTD.
(Exact Name of Registrant as specified in its charter)

0-20940 (Commission File Number)


DELAWARE	84-1210544
(State of Incorporation)	(IRS Employer ID No.)

245 Park Avenue, New York, NY 10167
(Address of principal executive offices)

Tel: (212) 682-7888, Fax: (917) 591-2291 (Registrant’s telephone number, including area code)

Securities to be Registered Under Section 12(b) of the Act: None

Securities to be Registered Under Section 12(g) of the Act:

Common Stock, $.001 par value per share
(Title of each class to be registered)

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

~~Accelerated Non-~~ Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: The Issuer had 4445,117,601 shares of Common Stock, par value $.001, outstanding as of ~~May~~August 727, ~~2013~~2014.

Table of Contents

PART I	Page
ITEM 1: BUSINESS	4
ITEM 1A: RISK FACTORS	89
ITEM 1B: UNRESOLVED STAFF COMMENTS	1516
ITEM 2: PROPERTIES	1516
ITEM 3: LEGAL PROCEEDINGS	1516
ITEM 4: RESERVED	1517
PART II
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1517
ITEM 6: SELECTED FINANCIAL DATA	1618
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1618
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2021
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	2021
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	2021
ITEM 9A: CONTROLS AND PROCEDURES	2021
ITEM 9B: OTHER INFORMATION	2122
PART III
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	2122
ITEM 11: EXECUTIVE COMPENSATION	2324
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	2526
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	2627
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES	2627
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	2728
SIGNATURES	2830

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following cautionary statements identify important factors that could cause our actual results to differ materially from those projected in forward-looking statements made in this Annual Report on Form 10-K (this “Report”) and in other reports and documents published by us from time to time. Any statements about our beliefs, plans, objectives, expectations, assumptions, future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “believes,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection,” “outlook” and the like, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned to carefully read all “Risk Factors” set forth under Item 1A and not to place undue reliance on any forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments, except as required by the Exchange Act. New factors emerge from time to time, and it is not possible for us to predict which will arise or to assess with any precision the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Unless otherwise provided in this Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Carlyle Gaming & Entertainment Ltd.


ITEM 1.	BUSINESS.

Overview

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, 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 December 2010. 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 world-wide through the Internet in legal and licensed jurisdictions. The games on the Carlyle websites use software technology that provides enhanced sound and graphics, and allows real time interactivity within a user's own web browser. A customer has the option of loading and playing casino games through their web browser with no downloading, or a customer may download either the entire web site or individual games in order to achieve faster play. Once the necessary software has been downloaded, a customer is required to provide certain personal and financial information, including a user name and password, in order to open an account. A person need not open an account in order to browse the Carlyle websites without playing any games. In order to play games and make "live" wagers, a person must purchase electronic commerce (e-cash) which is only available in legal and licensed jurisdictions.

Once a customer has an account balance, the customer may play various casino style games which currently include Slots, Blackjack, Video Poker, Roulette, Mini Baccarat, Sic Bo, Keno and various Poker games such as Hold’em, Omaha, Seven Card Stud and Five Card Draw all use the traditional ‘high’ poker rankings. Omaha Hi/Lo, Razz and Stud Hi/Lo use the ‘Ace to Five’ (‘California’) low hand rankings for low hands. 2-7 Single Draw and 2-7 Triple Draw use the ‘Deuce to Seven’ (‘Kansas City’) lowball rankings for low hands. Our poker software allows players to play against each other in community style games and tournaments.

Stud Hi/Lo use the ‘Ace to Five’ (‘California’) low hand rankings for low hands. 2-7 Single Draw and 2-7 Triple Draw use the ‘Deuce to Seven’ (‘Kansas City’) lowball rankings for low hands. Our poker software allows players to play against each other in community style games and tournaments.

Our customers may wager on various casino style games and wager in our sports book. The Company’s Internet casino gaming software odds and payouts are comparable with Las Vegas odds and payouts. The customer may also place wagers on sporting events, including all major professional and other events worldwide with respect to which a betting line that has been established by the odds makers in Las Vegas. The house advantage varies from each game and or event. The following chart illustrates the approximate house advantage (our win) on various wages we offer:


Roulette	5.3%
Craps	1.4%
Blackjack	0.5%
Mini Baccarat	1.2%
Seven Card Stud	5.2%
Let It Ride	3.5%
Sic Bo	2.5%
Slots	5% - 10%
Video Poker	0.5% - 3%
Keno	27.0%

Our poker software allows players to play against each other in community style games and tournaments. The Company receives a percentage known as the “rake” which is typically 5% of the pot or fixed entry fees for entry into poker tournaments.

The Company’s sports book maintains a spread also known as the vigorish or “vig” which should ensure the Company a profit regardless of the outcome of the wager. On average we hold an 11-10 advantage over our customers in the sports book.

Many of the games have several variations with minimum and maximum betting ranges. The customer may also use their account to place wagers on sporting events, including all major professional sports and other events worldwide with respect to which a betting line (or sports book) has been established. Winnings (in various currencies) are automatically credited to a customer's account. A customer is free to withdraw all or part of his winnings, review his account balance or make additional deposits to his account at any time. Each players account is held by the Company in the specific licensed jurisdiction in which they reside in. The player and the Company are under the rules and regulations as prescribed in that licensed jurisdiction.

When a player creates an account with us we collect their name, address, and birth date to confirm that the player is at least 18 years old. Every person signing up for a new account at the Company’s websites must check a box that indicates that they are at least 18 years of age. This notifies everybody that we don’t accept players under 18. The Company does not target underage players with our marketing and advertising. It is neither good business nor consistent with our personal and corporate values to attract underage players.

The Company utilizes electronic commerce or e-cash cryptography in a fully integrated player registration and cashier services. We offer our clients a simple process to open an account and a wide selection of payment options to deposit and withdraw funds. Some of the electronic commerce or e-cash companies that we utilize are as follows: European issued Visa and MasterCard credit cards and Debit cards, Click and Buy, eNets, EntroPay Virtual Visa Card NETELLER (not applicable in the U.S. or Canada), Netpay Austria, PayPal (only available in Spain, UK, Ireland, Italy, Portugal, Finland, Denmark, Austria and Sweden , WebMoney, Instadebit, Paypoint, Moneybookers and PayBox.

The electronic commerce or e-cash merchants that the Company utilizes are not available to residents of the United States of America or any other jurisdiction where internet gaming is prohibited.

There is a risk that governmental authorities may view us or our electronic commerce or e-cash merchants as having violated the local law of their end users. Our customers may experience delayed payments or withdrawals or not receiving payments at all, due to various jurisdictions imposing greater restrictions, or banning altogether, internet gaming operations. Therefore, there is a risk that civil and criminal proceedings, including class actions brought by or on behalf of public entities or private individuals, could be initiated against us, our licensees, our electronic commerce or e-cash merchants and credit card processors, and could involve substantial litigation expense, penalties, fines, injunctions or other remedies or restrictions

~~being~~The ~~imposed~~electronic ~~upon~~commerce us or ~~our~~e-cash ~~licensees~~merchants orthat ~~others while diverting~~ the ~~attention~~Company ofutilizes ~~key~~are ~~executives.~~not ~~Such~~available ~~proceedings~~to ~~could~~residents ~~have~~of athe ~~material~~United ~~adverse~~States ~~effect~~of onAmerica ~~our~~or ~~business,~~any ~~revenues,~~other ~~operating~~jurisdiction ~~results~~where ~~and~~internet ~~financial~~gaming ~~condition~~is prohibited.

There can be no assurance that prohibiting legislation for electronic commerce or e-cash gaming transactions will not be proposed and passed in potentially relevant jurisdictions to legislate or regulate various aspects of the our industry. The burden of compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations.

The Company does not require patrons to maintain a minimum account balance or place any restrictions on amounts accumulated through winnings. The Company has, however, established a maximum bet limit of $1,000.00 for new customers, although it may, at its discretion, grant custom wagering and account options to its regular customers based upon their established profiles. At the present time, the Company does not intend to extend credit services to its patrons. In addition to the foregoing, management has agreed to adhere to the Code of Conduct of the Interactive Gaming Council, a gaming industry organization of which the Company is a member. Among other things, the Code of Conduct requires Interactive Gaming Council members to post loss limits and to provide referrals and direct access to help and counseling organizations as a means to identify and curtail compulsive gambling. Moreover, the Company's managers may suspend a patron's account activity at any time if they suspect or observe compulsive gambling behavior. Notwithstanding these procedures, however, there can be no assurance that the Company will be able to successfully identify or curtail compulsive gambling by its patrons.

The Company has designed it's websites to be an entertaining, interactive, real time playing experience that provides maximum privacy and security to the customer. With respect to customer privacy and security, the Company does not disclose any personal or wagering information relating to any customer, and access to the customer's account (e.g., for account review, deposits or cash-out) is password protected.

On June 1, 2008, the Company entered into a Common Stock Purchase Agreement with Dobrosoft Ltd. and Dobrosoft Ltd. shareholders; Mr. Vinko Dobrosevic, Mr. Spiro Athanas and Mr. Borut Lozej for one hundred (100%) of the business rights including Domain names, trademarks, proprietary software source codes and company intellectual property of Dobrosoft Ltd. During the due diligence period the Company discovered a material adverse change in the financial position of Dobrosoft Ltd and terminated its agreement with them in September 2008.

In January 2008, the Company’s Chief Executive Officer Mr. Sandy Masselli Jr. ~~meet~~met with representatives from SJCG Company Limited (“SJCG”), a software development and design company at ICE Totally Gaming Exhibition. ICE Totally Gaming is most comprehensive Business to business (B2B) gaming exhibition in the world and is held yearly in January at Earls Court Exhibition Centre, London, UK.. Mr. Masselli went to specifically purchase a gaming software suite.

After the initial contact between the Company and SJCG, the Company explored many different options available to them regarding gaming software from various venders and developers. The Company decided to negotiate with SJCG to purchase their gaming software suite. The negotiations were led by Mr. Masselli and the Company’s Chief Financial Officer Mr. Alexander Kennedy. In February 2009, Mr. Masselli and representatives from SJCG ~~meet~~met in San Juan, Puerto Rico and established a frame work to purchase SJCG’s gaming software at a reasonable price which included one hundred (100%) of the business rights including ,trademarks, proprietary software source codes ~~and company intellectual property of SJCG Company Limited for $300,000 cash. This transaction was closed in July 2009.~~

and company intellectual property of SJCG Company Limited for $300,000 cash. This transaction was closed in July 2009.

In September 2009, SJCG contacted the Company’s management Messer’s Mr. Masselli and Mr. Kennedy and offered the Company to sell their e- commerce credit card clearing operations. The Company explored different options available to them for electronic commerce software from various venders and developers. In November 2009, the company purchased all of the e-commerce credit card clearing operations from SJCG Company Limited for $800,000. in cash.

The company believes that both transactions are commercially viable. Both transactions were funded by a credit line made available to the Company by Intercapital Management Ltd., an investment company controlled by our Chief Executive Officer.

On October 28, 2009, the Company entered into a formal Common Stock Purchase Agreement with Blue Gold Beverages, Inc. of Montreal Canada and Blue Gold Beverages, Inc., shareholders; Mr. Daniel Solomita and Mr. Raffaele Scrocco for one hundred (100%) of the business rights including Domain names, trademarks, proprietary software company intellectual property, contracts, contracts and accounts of Blue Gold Beverages, Inc. The terms of the agreement called for the Company to pay Blue Gold Beverages, Inc shareholders; 13,000,000 common shares of the Company's stock. The Company would also enter into employment agreements with both Blue Gold Beverages, Inc., shareholders; Mr. Daniel Solomita and Mr. Raffaele Scrocco. During the due diligence period the Company discovered a material adverse change in the financial position of Blue Gold Beverages, Inc. and terminated its agreement and canceled its issuance of common shares with them on March 20, 2010.

We commenced our current operations in September 2010 and launched two web sites: www.betcarlyle.com and www.carlylegaming.com in a play for fun testing mode and at the time not generating income.

Carlyle Gaming & Entertainment Ltd. is the owner and operator of several Internet casino Web sites including the sites located at www.betcarlyle.com, www.carlylegaming.com, www.betcarlyle.eu and www.carlylegaming.eu.

Several other country specific licensed Web sites are currently under development. We plan to focus our initial sales efforts in licensed jurisdictions in Europe such as Italy, Ireland, Spain, France, and United Kingdom and in South America licensed jurisdictions such as Chile, Brazil and Argentina. The Company licenses and owns casino gaming and sports book software and the electronic commerce (e-cash) and transaction processing software utilized by the Company’s web sites.

The Company is also currently utilizing additional gaming and transaction processing software under an informal license arrangement with a vendor, International Data Solutions S.A., a Panamanian corporation (IDS). The Company uses this software on it Web sites. In the third quarter and fourth quarters of 2010 The Company used this software on a no-cost trial basis. In the first, second and third quarters of 2011 the Company will utilize this software on a no-cost trial basis. In the fourth quarter 2011, the Company will begin making volume-based monthly royalty payments of 7% of the Company’s net win to IDS pursuant to an informal license arrangement. The Company is currently exploring the possibility of entering into a formal license agreement with IDS, one which would either require the Company to pay a fixed fee and/or pay a volume-based royalty.

IDS, also provides the Company with technical and customer support on a no-cost free trial basis.

We are presently dependent to a great extent upon gaming and transaction processing software and customer services provided under an informal license arrangement with a vendor, International Data Solutions S.A., a Panamanian corporation (IDS). The loss of their services could have a material adverse effect on our business, financial condition or results of operation.

The Company earns income through revenues associated with the wagering activities of its Online Casino users.

~~Our business office is located at 501 Fifth Avenue New York,, NY 10017. This location is adequate for our current needs. Our telephone number is 212-682-7888 and our facsimile is 917-591-2291.~~7

Our business office is located at 245 Park Avenue New York, NY 10167. This location is adequate for our current needs. Our telephone number is 212-682-7888 and our facsimile is 917-591-2291.

We were a public non-reporting entity that was traded on the Over-the-Counter Pink Sheets under the stock ticker “CGME” On March 13, 2009, The Securities and Exchange Commission (“Commission”) deemed it necessary and appropriate for the protection of investors to accept an Offer of Settlement submitted by Carlyle Gaming & Entertainment Ltd. pursuant to Rule 240(a) of the Rules of Practice of the Commission, 17 C.F.R. § 201.240(a), for the purpose of settlement of these proceedings initiated against Carlyle Gaming & Entertainment Ltd. on February 12, 2009, pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange Act”). Pursuant to Section 12(j) of the Exchange Act, the registration of each class of Carlyle Gaming & Entertainment Ltd. securities registered pursuant to Exchange Act Section 12 was revoked.

COMPETITION

We compete with a number of public and private companies, which provide electronic commerce and/or Internet gaming software. In addition to known current competitors, traditional land-based casino operators and other entities, many of which have significant financial resources, and occupy entrenched position in the market and name-brand recognition, may provide Internet gaming services in the future, and thus become our competitors. As well. Such companies may be able to require that their own software, rather than the software of others, including our gaming software or our e-cash systems and support, be used in connection with their payment mechanisms.

We believe the principal competitive factors in our industry that create certain barriers to entry include but are not limited to reputation, technology, financial stability and resources, proven track record of successful operations, critical mass (particularly relating to online poker), regulatory compliance, independent oversight and transparency of business practices. While these barriers will limit those able to enter or compete effectively in the market, it is likely that new competitors as well as laws and regulations of governmental authority will be established in the future, in addition to our known current competitors.

Increased competition from current and future competitors may in the future materially adversely affect our business, revenues, operating results and financial condition.

Industry Regulations/Standards

We are subject, both directly and indirectly, to various laws and regulations relating to our business. See “Risk Factors — We are subject to local laws and regulations in the U.S. If any of the laws are amended, compliance could become more expensive and directly affect our income.” We intend to comply with such laws, but new restrictions may arise that could materially adversely affect our Company.

Research and Development

We do not currently have a budget specifically allocated for research and development purposes.

Employees

As of ~~May~~August 727, ~~2013~~2014, we had 4 full time employees.

Company Website

We maintain a website at www.carlylegaming.com

Reports to Security Holders

We are currently not required to deliver an annual report to security holders, and at this time do not anticipate the distribution of such a report.

Upon effectiveness of the Form 10, the Company will be subject to the reporting requirements under Section 13(a) of the Exchange Act and Rules 13a-l and 13a-13 thereunder.

The public may read and copy any materials we file with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.


Item 1A:	RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words “we”, “our” or “us” refer to the Company and not to the selling stockholders.

We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

We were incorporated in Colorado on January 4, 1988. We have no significant financial resources and limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.

We will require financing to achieve our current business strategy and our inability to obtain such financing could prohibit us from executing our business plan and cause us to slow down our expansion of operations.

We will need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be approximately $613,405. Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to implement our plan of operations. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable. If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.

materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be approximately $613,405. Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to implement our plan of operations. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable. If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.

Our future success is dependent, in part, on the performance and continued service of our Senior Executives. Without their continued service, we may be forced to interrupt or eventually cease our operations.

We are presently dependent to a great extent upon the experience, abilities and continued services of Sandy John Masselli, Jr. our Chief Executive Officer and Director and Mr. Pat Cicalese our Vice President of Operations and Director. Our senior executives have agreed to defer all past compensation until the Company meets certain income requirements, obtain a quotation on the Over-the-Counter Bulletin Board and all required dividend payments are current and fully paid. We currently do not have an employment agreement with Mr. Sandy John Masselli, Jr. or with Mr. Pat Cicalese. The loss of their services could have a material adverse effect on our business, financial condition or results of operation.

current and fully paid. We currently do not have an employment agreement with Mr. Sandy John Masselli, Jr. or with Mr. Pat Cicalese. The loss of their services could have a material adverse effect on our business, financial condition or results of operation.

Our auditor has expressed substantial doubt as to our ability to continue as a going concern.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. At December 31, ~~2012~~2013, the Company had not yet achieved profitable operations, has accumulated losses of $13,~~479~~829,~~776~~945. 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. If we cannot generate sufficient revenues from our services or seek additional funding , we may have to delay the implementation of our business plan.

Risks Related to the Industry

Our business has been and may continue to be materially affected by changes to, or interpretation of, government regulation around the world that may apply to online gaming.

The Company is subject to applicable laws in the jurisdictions in which they operate. Some jurisdictions have introduced regulations attempting to restrict or prohibit Internet gaming, while other jurisdictions have taken the position that Internet gaming is legal and have adopted or are in the process of considering legislation to regulate Internet gaming.

The regulatory environment in any particular jurisdiction may change in the future, and any such change could have a material adverse effect on our results of operations, business or prospects. Moreover, there can be no assurance that the operation of Internet gaming or other forms of online wagering systems will be approved by additional jurisdictions or that those jurisdictions in which these activities are currently permitted will continue to permit such activities. There can be no assurance that law enforcement or gaming regulatory authorities will not seek to restrict our business in their jurisdictions or even institute enforcement proceedings. In addition, there can be no assurance that any instituted enforcement proceedings will be favorably resolved, or that such proceedings will not have a material adverse impact on our ability to retain and renew existing licenses or to obtain new licenses in other jurisdictions. Moreover, in addition to the risk of an enforcement action, we also potentially risk an impact on our reputation in the event of any potential legal or regulatory investigation whether or not we are ultimately accused of or found to have committed any violation.

We are required to obtain and maintain licenses from various jurisdictions in order to operate certain aspects of our business and we are subject to suitability standards of our software. We also will become subject to regulation in any other jurisdiction where we may operate in the future. There can be no assurance that we will be able to obtain new licenses or renew any of our existing licenses, or that if such licenses are obtained, that such licenses will not be conditioned, suspended or revoked, and the loss, denial or non-renewal of any of our licenses could have a material adverse effect on our results of operations, business or prospects.

Generally, regulatory authorities have broad discretion when granting, renewing or revoking these approvals and licenses. The failure to obtain or retain a required license or approval in any jurisdiction would decrease the geographic areas where we may operate and generate revenues, decrease our share in the gaming industry and put us at a disadvantage compared with our competitors.

In recent months the U.K. and other European countries such as Malta, Gibraltar, Italy, France, Holland Scandinavia and Austria have or are in the process of adopting a regulated online gaming approach. In the European Union there is one major opposing view from Germany. Some countries, including Italy, Holland, France and Scandinavia, are abandoning their state-owned online gaming monopolies and now taking action to license and regulate online gaming operators. Such actions by these European Union (E.U.) member states have prompted the European Commission (EC) to look at creating new legislation that could harmonize online gaming within the E.U., which is in line with the EC’s goal to encourage a free and open cross-border market. At present, the Company has no plans to explore opportunities in Germany until a settlement is reached with the European Commission.

Union there is one major opposing view from Germany. Some countries, including Italy, Holland, France and Scandinavia, are abandoning their state-owned online gaming monopolies and now taking action to license and regulate online gaming operators. Such actions by these European Union (E.U.) member states have prompted the European Commission (EC) to look at creating new legislation that could harmonize online gaming within the E.U., which is in line with the EC’s goal to encourage a free and open cross-border market. At present, the Company has no plans to explore opportunities in Germany until a settlement is reached with the European Commission.

Recent world-wide tends in online gaming is moving towards a licensed and regulated environment. With the exception of the United States where legislation designed to prohibit Internet gaming was enacted on October 13, 2006 in the United States (UIGEA-Unlawful Internet Gambling Enforcement Act of 2006), and may be adopted in other jurisdictions. However several US states have recently begun legalizing intrastate online gambling — Nevada, New Jersey and Delaware launched in 2013 and the states in which legalization legislation has been introduced continues to grow — California, Colorado, Hawaii, Illinois, Iowa, Louisiana, Massachusetts, Mississippi, and Pennsylvania.

Future decisions may have a material impact on our operations and financial results. There is a risk that governmental authorities may view us as having violated the local law of their end users requirement that each licensee is licensed to operate an Internet gaming business by the governmental authority of the country in which the gaming servers associated with the licensees’ gaming operations are located. Therefore, there is a risk that civil and criminal proceedings, including class actions brought by or on behalf of public entities or private individuals, could be initiated against us, our licensees, Internet service providers, credit card processors, advertisers and others involved in the Internet gaming industry and could involve substantial litigation expense, penalties, fines, injunctions or other remedies or restrictions being imposed upon us or our licensees or others while diverting the attention of key executives. Such proceedings could have a material adverse effect on our business, revenues, operating results and financial condition.

There can be no assurance that prohibiting legislation will not be proposed and passed in potentially relevant jurisdictions to legislate or regulate various aspects of the Internet or the Internet gaming industry. The burden of compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations.

There have recently been a number of legal developments associated with the manner in which the business of gaming, and in particular, Internet gaming, is treated in the U.K. and Continental Europe. All of these developments can be considered as positive for our Company with the exception of Germany. The Company only operates in legal and regulated jurisdictions. Internet gaming is now being regulated and extensive Internet gaming legislation has or is being enacted in the U.K. and Continental Europe which will allow the Company to consider entering into these new regulated gaming markets.

Although, the Company may peruse the acquisition of Internet gaming licenses in these regulated markets, there can be no assurances the Company will be issued any license. Without the issuance of any licenses the company may be prohibited from operating in these markets and that may have a material adverse effect on our business, financial condition and results of operations. In this regard a brief summary of the regulatory situation in the U.K. and Europe follows:

United Kingdom

In September 2007, the U.K. Gambling Act went into effect, which regulates online gaming for the first time in that jurisdiction. Most of the underlying codes in relation to entities established in the U.K., or marketing into the U.K. have now been enacted. In July 2011, The U.K. government introduced a new plan to license all offshore gambling companies operating online in the U.K at a “nominal” fee and a requirement to pay a “Remote Gaming Tax” that would be a 15% gross profits tax rate that matches the level applied to land-based gambling.

Continental Europe

France:

France has established an online gaming regulatory agency ARJEL- L’Autorité de régulation des jeux en ligne or The Regulatory Authority of Online Games. ARJEL has established legislation and licensing for online gaming companies and has recently begun accepting applications and business proposals for licensing.

Germany:

Germany is the only major EU member state in particular appears to be moving towards imposing greater restrictions on internet gaming operators, both by virtue of proposed changes to legislation and through heightened enforcement measures. As of January 1, 2008, an extensive ban outlawing almost all forms of online gambling has been ratified by at least 13 of 16 German states. This ban, known as the German Interstate Treaty (“GST”), bans all Web-based gambling or brokering of all wagering and betting games over the Internet, specifically including the placement of bets with companies located in other countries. The GST, however, is currently subject to an appeal before the European Commission. The European Commission has twice ruled against GST and has ordered it non-compliant with European Commission On-Line gambling Order COM (2011) 321F.

Italy:

The Italian Government in recent months has enacted extensive internet gambling legislation. The Italian Government has exclusive power to provide the rights to gamble. The government has increased the responsibilities of a pre-existing government agency, AAMS (Amministrazione Autonoma dei Monopoli di Stado - Autonomous Administration of the State Monopolies) to include the online gambling market. It has entrusted the AAMS with all online gambling matters, from issuing online gambling licenses to enforcing all administrative legal aspects of online gambling. All online gaming, betting, lotteries and games of chance are to be offered, organized, and managed in compliance with specific laws, regulations, and licenses. Italy has experienced a shift from banning all online gambling to being differentiating between permissible and illegitimate gambling.

Spain:

November 2011, Spain’s Ministry of Economy & Finance released the approval of two royal decrees implementing the Law of the Game, regarding the authorization of online gaming operators and requirements for the two royal decrees. The Council of Ministers approved two royal decrees implementing the Law Gambling Regulation 13/2011 on a number of technical aspects for the proper functioning of the online gaming sector. It regulates, as provided in the Act, all matters relating to licensing, the licensing system to operate in different gambling activities and the relationships between online operators and players. It also regulates the technical requirements that need to be met by operators and the monitoring and control mechanisms on various online gambling activities included in the law. These regulatory developments will enable the opening of a public process for the licensing of online gaming at the state level sometime in 2012.

Holland:

The Dutch market and the Dutch government in the past have taken steps to support and protect Holland Casino’s monopoly including taking legal action against Internet gaming operators. As of July 2011, the Dutch government has taken action to liberalize online gaming and is planning to auction off online gaming licenses in the third quarter 2012.

Scandinavia:

Governments in most Scandinavian countries especially Sweden and Denmark, after being challenged by the E.U. have now abandoned their state-owned gambling monopoly services and have opened up their markets to online gaming operators. In Sweden, the regulatory agency responsible for online gaming is Lotteriinspektionen. Lotteriinspektionen has recently issued online gaming licenses for Poker sites and there is pending legislation for implementation of “casino style” games in 2012. In Denmark the Danish Gambling Authority is revising its legislation to permit online gaming. This legislation is expected to take effect sometime in 2012.

implementation of “casino style” games in 2012. In Denmark the Danish Gambling Authority is revising its legislation to permit online gaming. This legislation is expected to take effect sometime in 2012.

United States

Since the enactment of Unlawful Internet Gambling Enforcement Act "UIGEA" in October 2006, the Company is prohibited from taking any wagers from the U.S. The UIGEA made it illegal to accept any funds connected with unlawful Internet gaming, although some U.S. enforcement agencies claimed that previous existing legislation similarly outlawed both the supply and related payments. However in 2013, several US states have recently begun legalizing intrastate online gambling — Nevada, New Jersey and Delaware launched in 2013 and the states in which legalization legislation has been introduced continues to grow — California, Colorado, Hawaii, Illinois, Iowa, Louisiana, Massachusetts, Mississippi, and Pennsylvania. We intend to pursue licenses in US jurisdictions as legislation is enacted and permitted. Currently, we derive our revenues from sources outside of the U.S.

U.S. banks have ceased to accept online gaming transactions. This has inhibited the growth of the industry and our business.

With the enactment of the UIGEA, financial institutions in the United States ceased to accept online gaming transactions. This event continued to have a negative impact on the Internet gaming industry as a whole. There can be no assurance that other financial institutions or credit card issuers outside the United States will not enact additional restrictions. Any such developments would have a material adverse effect on our business, revenues, operating results and financial condition. The loss of a major payment option could have a material adverse effect on our business. In the occurrence online gaming transactions are again accepted in the United States, we would expect revenues and earnings to increase.

There can be no assurance that our systems and measures in place will or can guarantee protection against fraudulent activities and unauthorized access from minors, which could have a material adverse effect on our reputation, business, revenue, operating results and financial conditions. We attempt to mitigate these concerns with systematic controls and a dedicated fraud team. There is an audit trail for every transaction contrary to land-based gaming activities that are primarily cash processors. As well, we establish relationships with financial institutions that are subject to stringent banking regulations in their respective jurisdictions.

The adoption of new laws or changes to or the application of existing laws relating to Internet commerce may affect the growth of our business.

In addition to regulations pertaining specifically to online gaming, we may become subject to any number of laws and regulations that may be adopted with respect to the Internet and electronic commerce. New laws and regulations that address issues such as user privacy, pricing, online content regulation, taxation, advertising, intellectual property, information security, and the characteristics and quality of online products and services may be enacted. As well, current laws, which predate or are incompatible with the Internet and electronic commerce, may be applied and enforced in a manner that restricts the electronic commerce market. The application of such pre-existing laws regulating communications or commerce in the context of the Internet and electronic commerce is uncertain. Moreover, it may take years to determine the extent to which existing laws relating to issues such as intellectual property ownership and infringement, libel and personal privacy are applicable to the Internet.

The adoption of new laws or regulations relating to the Internet, or particular applications or interpretations of existing laws, could decrease the growth in the use of the Internet, decrease the demand for our products and services, increase our cost of doing business or could otherwise have a material adverse affect on our business, revenues, operating results and financial condition.

Risks Related to Our Business

Most major economies are in a deep recession and unless these economies improve it will adversely impact our business.

The ability to successfully deploy our business model is heavily dependent upon the general state of the economy. We cannot assure you that favorable conditions will exist in the future. A continued long term economic recession in could have a serious adverse economic impact on us and our ability to obtain funding and generate projected revenues. Current global financial conditions have been characterized by increased volatility and several financial institutions have either gone into bankruptcy or have had to be rescued by governmental authorities.

Our business depends on the reliability of the infrastructure that supports the Internet and the viability of the Internet.

The growth of Internet usage has caused frequent interruptions and delays in processing and transmitting data over the Internet. There can be no assurance that the Internet infrastructure or the Company’s own network systems will continue to be able to support the demands placed on it by the continued growth of the Internet, the overall online gaming industry or that of our customers.

The Internet’s viability could be affected if the necessary infrastructure is not sufficient, or if other technologies and technological devices eclipse the Internet as a viable channel.

End-users of our software depend on Internet Service Providers (“ISPs”), online service providers and our system infrastructure for access to the Internet gaming sites operated by our licensees. Many of these services have experienced service outages in the past and could experience service outages, delays and other difficulties due to system failures, stability or interruption. Our licensees may lose customers as a result of delays or interruption in service, including delays or interruptions relating to high volumes of traffic or technological problems. As a result, we may not be able to meet a level of service that we have contracted for, and we may be in breach of our contractual commitments, which could materially adversely affect our business, revenues, operating results and financial condition.

Internet gaming is a developing industry and therefore, we do not know if the market will continue to develop and our products and services will continue to be in demand.

The Internet gaming industry continues to evolve rapidly and is characterized by an increasing number of market entrants. The demand and acceptance for new products and services are subject to a level of uncertainty and growing competition, and if our production services do not continue to receive market acceptance, our business, revenues, operating results and financial condition could be materially adversely affected.

Internet gaming software and electronic commerce services are subject to security risks, which may inhibit the growth of the industry and the acceptance of our products and services.

Internet gaming software and electronic commerce services are reliant on technologies and network systems to securely handle transactions and user information over the Internet, which may be vulnerable to system intrusions, unauthorized access or manipulation. As users become increasingly sophisticated and devise new ways to commit fraud, our security and network systems may be tested and subject to attack.

The Company has implemented measures to protect against these intrusions. However, there is no assurance that all such intrusions or attacks will or can be prevented in the future, and any system intrusion/attack may cause a delay, interruption or financial loss, which could have a material adverse effect on our business, revenue, operating results and financial condition.

We compete with a number of public and private companies, which provide electronic commerce and/or Internet gaming software. In addition to known current competitors, traditional land-based casino operators and other entities, many of which have significant financial resources, an entrenched position in the market and name-brand recognition, may provide Internet gaming services in the future, and thus become our competitors. As well, such companies may be able to require that their own software, rather than the software of others, including our gaming software or our e-cash systems and support, be used in connection with their payment mechanisms.

brand recognition, may provide Internet gaming services in the future, and thus become our competitors. As well, such companies may be able to require that their own software, rather than the software of others, including our gaming software or our e-cash systems and support, be used in connection with their payment mechanisms.

The barriers to entry into most Internet markets are relatively low, making them accessible to a large number of entities and individuals. We believe the principal competitive factors in our industry that create certain barriers to entry include reputation, technology, financial stability and resources, proven track record of successful operations, critical mass (particularly relating to online poker), regulatory compliance, independent oversight and transparency of business practices. While these barriers will limit those able to enter or compete effectively in the market, it is likely that new competitors will be established in the future, in addition to our known current competitors.

Increased competition from current and future competitors may in the future could materially adversely affect our business, revenues, operating results and financial condition.

We may make acquisitions or form joint ventures that are unsuccessful.

Our ability to grow is dependent on our ability to successfully acquire other companies, which creates substantial risk. In order to pursue a growth by acquisition strategy successfully, we must identify suitable candidates for these transactions; however, because of our limited funds, we may not be able to purchase those companies that we have identified as potential acquisition candidates. Additionally, we may have difficulty managing post-closing issues such as the integration into our corporate structure. Integration issues are complex, time consuming and expensive and, without proper planning and implementation, could significantly disrupt our business, including, but not limited to, the diversion of management's attention, the loss of key business and/or personnel from the acquired company, unanticipated events, and legal liabilities.

There is no assurance of a public market or that the common stock will ever trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.

There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

We do not expect to pay dividends and investors should not buy our common stock expecting to receive dividends.

We have not paid any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. Since we do not pay dividends, and if we are not successful in having our shares listed or quoted on any exchange or quotation system, then you may not have any manner to liquidate or receive any payment on your investment. Therefore our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we do not pay dividends we may have trouble raising additional funds which could affect our ability to expand our business operations.

Our common stock is considered a penny stock, which is subject to restrictions on marketability, so you may not be able to sell your shares.

If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

We must be able to develop and implement an expansion strategy and manage our growth.

Our success depends in part on our ability to grow and take advantage of efficiencies of scale. To accomplish our growth strategy, we may be required to raise and invest additional capital and resources and expand our geographic markets. We cannot be assured that we will be successful in raising the required capital.

Our future growth depends on our ability to develop and retain customers.

Our future growth depends to a large extent on our ability to effectively anticipate and adapt to customer requirements and offer services that meet customer demands. If we are unable to attract new customers and/or retain new customers, our business, results of operations and financial condition may be materially adversely affected.

We will need to continue to attract, train and retain additional highly qualified senior executives and technical and managerial personnel in the future.

We continue to seek technical and managerial staff members. There is a high demand for highly trained and managerial staff members. If we are not able to fill these positions, it may have an adverse affect on our business.

We may conduct future offerings of our common stock and preferred stock and pay debt obligations with our common and preferred stock which may diminish our investors’ pro rata ownership and depress our stock price.

We reserve the right to make future offers and sales, either public or private, of our securities, including shares of our preferred stock, common stock or securities convertible into common stock at prices differing from the price of the common stock previously issued. In the event that any such future sales of securities are affected or we use our common or preferred stock to pay principal or interest on our debt obligations, an investor’s pro rata ownership interest may be reduced to the extent of any such future sales.


ITEM 1B.	UNRESOLVED STAFF COMMENTS.

None.


ITEM 2.	PROPERTIES.

We maintain office space in New York, NY and Montreal, Quebec. Office space is provided by Intercapital Management Ltd. an investment company controlled by Sandy J. Masselli, Jr


ITEM 3.	LEGAL PROCEEDINGS.

There are no legal proceedings pending or threatened against us.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm our business.


ITEM 4.	RESERVED

PART II


ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is presently no public market for our shares of common stock. We anticipate engaging a market maker to apply for trading of our common stock on the Over the Counter Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.

Holders. As of ~~April~~August 127,~~2013~~ 2014, we had approximately 750 shareholders of common stock.

Dividends. We have not paid any cash dividends on our common stock to date and do not anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the growth of the Registrant's business.

Capital Stock

We are authorized by our Articles of Incorporation to issue an aggregate of 150,000,000 shares of capital stock, of which 100,000,000 are shares of common stock, par value $0.001 per share (the “Common Stock”), and 50,000,000 are shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

As of ~~May~~August 727, ~~2013~~2014, 44the Company had 45,117,601 shares of ~~Common~~common ~~Stock~~stock issued and outstanding.

As of ~~May~~August 727, ~~2013~~2014, the Company had no Preferred Stock issued or outstanding.

Common Stock

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. Our holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of shareholders of our Company. All shareholders are entitled to share equally in dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available. In the event of liquidation, the holders of our Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities and liquidation preferences of preferred stockholders. Our shareholders do not have cumulative or preemptive rights.

Preferred Stock

Our Articles of Incorporation authorizes the issuance of Preferred Stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power or other rights of the holders of our Common Stock.

~~As of May 7, 2013, the Company had no Preferred Stock authorized.~~17

without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power or other rights of the holders of our Common Stock.

As of August 27, 2014, the Company had no Preferred Stock authorized.

Warrants

As of ~~May~~August 727, ~~2013~~2014, the Company had no Warrants authorized.

Options

As of ~~May~~August 727, ~~2013~~2014, the Company had no Options authorized.

Equity Compensation Plan Information: We currently have no equity compensation plan either approved or not approved by security holders, and there are no securities currently authorized for issuance under any equity compensation plan. However, the Board of Directors has previously approved share based compensation in lieu of cash compensation to various consultants and employees. Such share based compensation is recognized at the time of grant equal to the fair value of the stock award at the time of the grant as the awards generally do not require a service or vesting period.

RECENT SALES OF UNREGISTERED SECURITIES.

There were no securities sold during these periods.


ITEM 6.	SELECTED FINANCIAL DATA

Not applicable.


ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 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. 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.

17The following discussion of our financial condition and results of operations for the years ended December 31, 2013 and 2012.

The following discussion of our financial condition and results of operations for the years ended December 31, 2012 and 2011.

Our limited 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 future 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.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations for Year ended December 31, ~~2012~~2013 as Compared to Year ended December 31, ~~2011~~2012.

For the year ended December 31, ~~2012~~2013, the Company generated $20100,~~031~~607,~~094~~342 incurred in gaming revenue and ~~for~~$96,769 of net revenues. For the year ended December 31, ~~2011~~2012 the Company generated $320,~~764~~031,~~196~~094 in gaming revenue and $442,284 of net revenues.

Total operating expenses for the year ended December 31, ~~2012~~2013 were $~~864~~1,~~405~~167,098, acompared ~~40%~~to ~~increase from~~ total operating expenses for the year ended December 31, ~~2011~~2012 of $~~615~~1,~~371~~238,777. Included in total operating expenses were management salaries of $~~640~~644,~~000~~976, amortization and depreciation expense of $208,620, communication expense of $128,928, and professional fees of $6955,~~350~~000. ~~for~~For the year ended December 31, 2012, athe ~~13%~~Company ~~increase~~incurred ~~from~~ management salaries ~~expenses~~ of $~~615~~640,~~500~~000, amortization and ~~professional~~depreciation ~~fees~~expense of $13207,~~644~~783, ~~for~~communication ~~the~~expense ~~year~~of ~~ended~~$88,379, ~~December~~and ~~31,~~professional ~~2011~~fees of $69,350.

~~The~~Interest ~~increase~~expense infor ~~management~~the ~~salaries~~year ~~expenses~~ended ~~and~~December ~~professional~~31, ~~fees~~2013 iswas ~~primarily~~$69,166 compared to $67,912 for the ~~result~~year ofended ~~increased~~December ~~overall~~31, ~~administrative~~2012. ~~expenses~~The expense is primarily due to our ~~commencement~~agreements ofto ~~operations,~~purchase ~~which~~gaming ~~required~~software ~~taking~~and ondomains ~~necessary~~and ~~expenditures~~a tocredit ~~attempt~~facility towith ~~implement~~Intercapital ~~the~~Management ~~various~~Ltd. ~~marketing~~(see ~~and~~credit ~~administrative~~facilities ~~controls~~section ~~needed~~below).

Interest expense for the year ended December 31, 2012 was $67,912 and interest expenses of $61,913 for the year ended December 31, 2011. The expense is primarily due to our agreements to purchase gaming software and domains and a credit facility with Intercapital Management Ltd. (see credit facilities section below).19

Liquidity and Capital Resources and Cash Requirements

WeAt ~~financed~~December ~~our~~31, 2013, the Company had bank indebtedness of $6 compared with bank indebtedness of $90 at December 31, 2012. Furthermore, the Company had a working capital ~~requirements~~deficit ~~during~~of ~~the~~$4,908,336 ~~year~~compared ~~ended~~with $3,880,692 at December 31, 2012. The ~~and~~increase ~~2011~~in ~~with~~working ~~existing~~capital ~~cash~~deficit ~~balances~~is ~~and~~attributed ~~existing~~the ~~credit~~use ~~facilities~~of ~~primarily~~cash ~~from~~for ~~Intercapital~~the ~~Management~~security ~~(Canada)~~deposit ~~Ltd.~~and ~~during~~an ~~such~~increase ~~periods~~in outstanding day-to-day obligations.

During the year ended December 31, 2013, the Company received $96,853 of cash from operating activities compared to $459,524 for the year ended December 31, 2012. The decrease in cash from operating activities is due to the higher rate of payouts during fiscal 2013.

During the year ended December 31, 2013, the Company used $96,769 of cash for investing activities compared to $459,524 during the year ended December 31, 2012.

We financed our working capital requirements during the year ended December 31, 2013 and 2012 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.

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 for the balance of the fiscal year ended December 31, 2012 and fiscal year ended December 31, 2013. 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.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long‐lived assets, impairment of goodwill, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Revenue Recognition

Gaming revenues are recognized when the sporting event or game of chance has been completed. Deposits held by the Company for individual customers are recorded as customer account deposits until earned by the Company or returned to the customer. Gaming revenues are presented on a net basis (i.e., net of customer winnings).

Income Taxes

Income taxes are accounted for under an asset and liability approach that requires the recognition of deferred income tax assets and liabilities for the expected future consequences of events that have been recognized in our financial statements and income tax returns. We periodically review our historical and projected taxable income and consider available information and evidence to determine if it is more likely than not that a portion of the deferred tax assets will be realized. A valuation allowance is established to reduce the deferred tax assets to the amount that is more likely than not to be realized. At December 31, 2010 and 2009, we have recorded a full valuation allowance on our deferred tax assets.

Effect of New Accounting Standards

See Note 3, “Summary of Significant Accounting Policies,” included in the Notes to the 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.


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements and schedules that constitute Item 8 are attached at the end of this Annual Report on Form 10-K.


ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


ITEM 9A.	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

~~Disclosure~~We ~~controls~~maintain ~~and~~disclosure ~~procedures are~~ controls and ~~other~~ procedures, ~~that~~as ~~are~~defined ~~designed to ensure that information required to be disclosed by the Company and its subsidiary~~ in ~~the~~Rule ~~reports~~13a‐15(e) itpromulgated ~~files or submits~~ under the Securities Exchange Act of 1934 (the “"Exchange Act”") ~~is recorded~~, ~~processed,~~that ~~summarized,~~are ~~and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures~~ designed to ~~provide~~ensure ~~reasonable assurance~~ that information required to be disclosed ~~the~~by ~~Company~~ us in the reports itthat ~~files~~we file or ~~submits~~submit under the Exchange Act is ~~accumulated~~recorded, ~~and communicated to management~~processed, ~~including~~summarized ~~the Chief Executive Officer~~ and ~~Chief~~reported ~~Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation as of December 31, 2011, our management, including~~ within the ~~Chief~~time ~~Executive~~periods ~~Officer~~specified ~~and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined~~ in ~~Rule~~the ~~13a-15(e)~~Securities and ~~15d-15(e) under the~~ Exchange ~~Act) were effective. Management’~~Commission's ~~Annual~~rules ~~Report on Internal Control Over Financial Reporting Our management, including the Chief Executive Officer~~ and ~~Chief~~forms ~~Financial Officer are responsible for establishing~~ and ~~maintaining~~that ~~an adequate system of internal control over financial reporting, as~~ such ~~term~~information is accumulated ~~defined in Exchange Act Rules 13a -15(f)~~ and ~~15d-15(f).~~communicated ~~Our internal control system was designed~~ to ~~provide~~our reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with accounting principles generally accepted in the United States of America. All internal control systems, no matter how well designed, have inherent limitations. Because of these inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Our management, including ~~the~~our Chief Executive Officer and Chief Financial Officer, ~~has conducted an evaluation of the effectiveness of its internal control over financial reporting~~ as appropriate ofto ~~June~~allow ~~30,~~timely ~~2011~~decisions ~~based~~regarding onrequired ~~the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission~~disclosure. Based on our evaluation under the criteria set forth in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2011.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2013. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a‐15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 using the criteria established in “Internal Control ‐ Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness 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. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2013, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view 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 of management to provide the necessary oversight over management’s activities.

2. We did not maintain appropriate financial reporting controls – As of December 31, 2013, our company has not maintained sufficient internal controls over financial reporting for the financial reporting process. As at December 31, 2013, 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 December 31, 2013, 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 December 31, 2013 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Attestation Report of the Registered Public Accounting Firm

~~This~~Saturna ~~annual~~Group ~~report~~Chartered ~~does~~Accountants LLP, our independent registered public auditors, was not ~~include~~required anto ~~attestation~~and ~~report~~has ~~from~~not issued ~~our~~an ~~registered~~attestation ~~independent~~report ~~public~~concerning ~~accounting~~the ~~firm,~~effectiveness ~~regarding~~of our internal control over financial reporting. ~~Management~~as of December 31, 2013 pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report ~~was~~in ~~not~~this ~~subject~~annual ~~to attestation~~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.


ITEM 9B.	OTHER INFORMATION

None

PART III


ITEM 10.	DIRECTORS AND OFFICERS.

The following table and biographical summaries set forth information, including principal occupation and business experience, about our directors and executive officers at ~~October~~August 115, ~~2010~~2014.

Our officers and directors are as follows:

			OFFICER AND/OR
NAME	AGE	POSITION	OFFICER AND/OR DIRECTOR SINCE
NAME	AGE	POSITION	DIRECTOR SINCE
Sandy J. Masselli, Jr.	50	Chief Executive Officer	May 2008
Sandy J. Masselli, Jr.	49	Chief Executive Officer	May 2008
		Chairman of the Board &
		Director
Pat Cicalese, Director	71	Vice President Operations &	December 2008
		Director
Domenic Filigno	51	Director & Secretary	June 2010
Joseph L.Picco, Jr.	49	Director	June 2010
Alexander Kennedy	76	Vice President, Chief Financial	May 2008
		Officer & Director


		Chairman of the Board & Director
Joseph L.Picco, Jr.	50	President of Carlyle Interactive Ltd. & Director	December 2010
Domenic Filigno	52	Vice President, Chief Financial Officer & Director	May 2008

Our director's serve in such capacity until the first annual meeting of our shareholders and until their successors have been elected and qualified. Our officers serve at the discretion of our board of directors, until their death, or until they resign or have been removed from office.

Executive Officers

Sandy J. Masselli, Jr. Chief Executive Officer, Chairman and Director

Mr. Sandy J. Masselli, Jr. has served as the Chairman of the Board, Chief Executive Officer, and a Director of the Company since May 15, 2008. From May 1990 to the present, Mr. Masselli has served as Managing Director of Intercapital Asset Management Company, Inc., an investment advisory company, where he has been responsible for the selection and monitoring of investments as well as merchant banking activities. From May 1981 until May 1990, Mr. Masselli worked as a Vice President or Senior Vice President at several major securities and brokerage firms, including Prudential Securities, Inc., Drexel Burnham Lambert, Inc., Shearson Lehman Hutton, Inc. and Merrill Lynch Pierce Fenner & Smith, Inc. From January 1998 to November 2006, Mr. Masselli has severed as the Chairman of the Board and Chief Executive Officer of Total Entertainment, Inc. Mr. Masselli was the founder of Total Entertainment, Inc. one of the first companies involved in internet gaming. He holds a Bachelor of Arts degree in Political Science from Monmouth University.

~~Pat~~Domenic ~~Cicalese~~Filigno, ~~Director &~~ Vice President, ~~Operations~~Chief Financial Officer & Director

Mr. ~~Pat~~Domenic ~~Cicalese~~Filigno has served as a Director of the Company since ~~December~~June 15, ~~2008.~~2010 Heand ~~has~~it’s ~~over~~Chief 50Financial ~~years~~Officer ofsince ~~experience~~January as2013. aHe ~~professional~~has inover ~~the~~30 ~~gaming~~years ~~industry.~~of Hesatellite ~~has~~and ~~severed~~broadband asengineering aexperience ~~consultant~~having toworked ~~two~~for ~~Atlantic~~some ~~City~~of ~~casinos~~Canada’s ~~and~~largest ~~numerous~~companies ~~casinos~~such inas ~~Las~~Starchoice ~~Vegas~~Communications ~~such~~Inc.; asVDN ~~the~~Cable ~~Mirage~~Inc. and ~~MGM~~Satellite ~~Grand~~Supply / Program Source. Mr. ~~Cicalese~~Filigno ~~has~~is also ~~been~~ a consultant tofor ~~many~~Unique ~~leading~~Broadband ~~online~~Systems ~~gaming casinos and sports books~~Ltd., Hea ~~has~~leading ~~been~~developer ~~active in the land development business~~ and ~~created~~manufacture ~~the~~of ~~famed~~Digital ~~Haunted~~Broadband ~~Mansion~~Wireless products and systems.

21Joseph L. Picco, Jr. President of Carlyle Interactive Ltd. & Director

~~amusement~~Mr. ~~pier~~Joseph inL. ~~Long~~Picco, ~~Branch~~Jr. ~~New~~has ~~Jersey.~~served ~~Presently~~as hea ~~serves~~Director onof the ~~board~~Company since June 15, 2010 and President of ~~directors~~Carlyle Interactive Ltd. since December 2010. He has over 35 years of ~~five~~residential ~~cemetery~~and ~~companies~~commercial inland development experience. He is currently the ~~New~~Chief ~~York~~Executive /Office and President of Lincolt Development Corporation headquartered in Monmouth County New Jersey. ~~area~~He holds a Bachelor of Science degree in Finance from Rutgers University.

Domenic Filigno, Director & Secretary

Mr. Domenic Filigno has served as a Director of the Company since June 15, 2010. He has over 30 years of satellite and broadband engineering experience having worked for some of Canada’s largest companies such as Starchoice Communications Inc.; VDN Cable Inc. and Satellite Supply / Program Source. Mr. Filigno is currently the Technical Sales Manager for Unique Broadband Systems Ltd., a leading developer and manufacture of Digital Broadband Wireless products and systems.

Joseph L. Picco, Jr. Director

Mr. Joseph L. Picco, Jr. has served as a Director of the Company since June 15, 2010. He has over 35 years of residential and commercial land development experience. He is currently the Chief Executive Office and President of Lincolt Development Corporation headquartered in Monmouth County New Jersey.

Alexander Kennedy, Vice President, Chief Financial Officer & Director

Mr. Alexander Kennedy has served as Vice President, Chief Financial Officer & Director of the Company since May 15, 2008. He has over 50 years of corporate and financial experience. Mr. Kennedy was previously held the position of Vice President of Sales and Operations for Towers Department Stores Canada Ltd, President of Collegiate Sportsworld (IMASCA) a division of British American Tobacco plc. and is currently in partnership in three automobile dealerships. In his extensive business career Mr. Kennedy has managed over 15,000 employees at 46 separate locations with over $800 million in annual revenue.

Involvement in Certain Legal Proceedings.

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1. Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and 4. Being found by a court of competent jurisdiction (in a civil action) , the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

1.	Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

4.	Being found by a court of competent jurisdiction (in a civil action) , the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Sandy J. Masselli, Jr. Indicment dated March 16, 2011 .

Disclosure Pursuant to Item 401 (f) 0f Regulaton S-K.

On March 16, 2011 our Chief Executive Officer Mr. Sandy J. Masselli, Jr. was indicted in Monmouth County, New Jersey for a charge of second degree theft by deception and a charge of third degree forgery in relation to an alleged check kitting scheme in the amount of $93,000. Mr. Masselli immediately retained counsel for consultation and advice, as the Monmouth County Prosecutor had investigated the incident approximately two and one quarter years prior to this indictment, and at the time of that investigation, it was decided that the matter was civil.

As a result of information accumulated by counsel for Mr. Masselli and the filing of a court application, the charge of the Third Degree Forgery in regard to the alleged check kiting scheme was dismissed with the consent of the Monmouth County Prosecutor. Mr. Masselli and his legal counsel have always believed the entire matter was a civil dispute. The remaining charges including second degree theft by deception was also dismissed and all of these charges were expunged from the record.

Prosecutor. Mr. Masselli and his legal counsel have always believed the entire matter was a civil dispute. The remaining charge second degree theft by deception was also dismissed in November 2012.

Mr. Masselli was a plaintiff in a civil lawsuit against the JPMorgan Chase & Company. Inc., the alleged victim, and also in a civil Canadian lawsuit against the two individuals that were responsible for the management of his business account and the disbursement of checks. In the Canadian lawsuit, The Supreme Court for the district of Quebec issued a Writ of Pre Judgment against these two individuals and has located $500,000.00 in assets that are the property of Mr. Masselli, but placed by these two individuals in a separate account that they control.

Our legal counsel ~~has~~had advised the Company that the criminal charge of check kiting requires control of two bank accounts by a single person in order to be applicable. With regard to the two accounts that were involved in the matter, Sandy J. Masselli, Jr., did not have control of any kind with regard to one of them. The account over which he had no control was an account that was opened by two other individuals, giving them sole and complete control. Therefore, the legal theory of the indictment was not applicable.

A debt to a creditor is a civil matter, not a criminal matter. Moreover, the involved entity JPMorgan Chase & Company. Inc. which owed ~~Sandy J~~Mr. Masselli, Jr. a great deal more than he owed to them. All of which was resolved in a civil matter in the Superior Court of New Jersey, Monmouth County.

We are presently dependent to a great extent upon the experience, abilities and continued services of Sandy J. Masselli, Jr. our Chief Executive Officer. The loss of Mr. Masselli services could have a material adverse effect on our business, financial condition and successful operation of the company.


ITEM 11.	EXECUTIVE COMPENSATION.

Summary Executive Compensation Table

							Change in
							pension value
							and
						Non-equity	nonqualified
Name						incentive	deferred
and					Option	plan	compensation	All other
principal		Salary	Bonus	Stock awards	awards	compensation	earnings	compensation	Total
position	Year	($) (a)	($)	($)	($)	($)	($)	($)	($)
Sandy J,	2012	190,000(1)	0	0	0	0	0	0	190,000
Masselli, Jr.,	2011	190,000(2)	0	0	0	0	0	0	190,000
CEO	2010	190,000(3)	0	0	0	0	0	0	142,500
Pat Cicalese ,	2012	150,000(4)	0	0	0	0	0	0	150,000
Director VP	2011	150,000(5)	0	0	0	0	0		150,000
Operations	2010	150,000(6)	0	0	0	0	0	0	112,500
Alexander	2012	150,000(7)	0	0	0	0	0		150,000
Kennedy,	2012	150,000(8)	0	0	0	0	0		150,000
CFO	2010	150,000(9)	0	0	0	0	0	0	112,500

(a)	Our senior executives have agreed to defer all past compensation until such time that (i) we have a net income of greater than $2 million, (ii) we obtain quotation on the OTCBB and (iii) all required dividend payments are current and fully paid. Once we satisfy these requirements we can pay the senior executives amounts equal to 15% of our net income.
Name and principal position	Year	Salary ($) (a)	Bonus ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Change in pension value and nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
(1)	Salary for services as our Chief Executive Officer during 2011, was accrued as a payable as at December 31, 2012
Sandy J,	2013	275,000 (1)	0	0	0	0	0	0	275,000
(2)	Salary for services as our Chief Executive Officer during 2010, $34,570 was used to pay for share subscriptions of $
Masselli, Jr.,	2012	190,000 (2)	0	0	0	0	0	0	190,000
CEO	2011	190,000 (3)	0	0	0	0	0	0	190,000
Joseph Picco ,	2013	185,000 (4)	0	0	0	0	0	0	185,000
President of Carlyle
Interactive Ltd.
Domenic Filigno	2013	185,000 (5)	0	0	0	0	0	0	185,000
CFO
Pat Cicalese,	2012	150,000	0	0	0	0	0	0	150,000
Former Director	2011	150,000	0	0	0	0	0	0	150,000
VP Operations
Alexander Kennedy,	2012	150,000	0	0	0	0	0	0	150,000
Former CFO	2011	150,000	0	0	0	0	0	0	150,000

(a)	Our senior executives have agreed to defer all past compensation until such time that (i) we have a net income of greater than $2 million, (ii) we obtain quotation on the OTCBB and (iii) all required dividend payments are current and fully paid. Once we satisfy these requirements we can pay the senior executives amounts equal to 15% of our net income.
(1)	Salary for services as our Chief Executive Officer during 2013, was accrued as a payable as at December 31, 2013
(2)	Salary for services as our Chief Executive Officer during 2012, was accrued as a payable as at December 31, 2012
(3)	Salary for services as our Chief Executive Officer during 2011, was accrued as a payable as of December 31, 2011.
(4)	Salary for services as our President of Carlyle Interactive Ltd. during 2013, was accrued as a payable as of December 31, 2013
(5)	Salary for services as our Chief Financial Officer during 2013, was accrued as a payable as of December 31, 2013.

	34,569.94 and $107,930 was accrued as a payable as of December 31, 2010.
(3)	Salary for services as our Chief Executive Officer during 2009, was accrued as a payable as of December 31, 2010.
(4)	Salary for services as our Vice President of Operations during 2012, was accrued as a payable as of December 31, 2012
(5)	Salary for services as our Vice President of Operations during 2011, was accrued as a payable as of December 31, 2011.
(6)	Salary for services as our Vice President of Operations during 2010, which was accrued as a payable as of December 31, 2010.
(7)	Salary for services as our Chief Financial Officer during 2012, was accrued as a payable as of December 31, 2012.
(8)	Salary for services as our Chief Financial Officer during 2011, was accrued as a payable as of December 31, 2011.
(9)	Salary for services as our Chief Financial Officer during 2010, was accrued as a payable as of December 31, 2010.

Compensation of Directors

At this time no Directors have been compensated.

Commencing in 2011, each member of the Board of Directors, including the executive officers listed above will receive $20,000 as compensation for serving on our Board of Directors.

Employment Agreements

At this time there are no Executive Employment Agreements. The Company presently intends at a later date to enter into five-year employment agreements with each of the following executives at the salary noted below. Each agreement is automatically renewed for a minimum of two-years unless notification is given by either party at least thirty (30) days before expiration of such agreements. Each executive has the opportunity, to receive a bonus that can be as high as 100% of their base salary based on the approval by and determined by the Board of Directors based on certain agreed upon performance goals. plus, if our gaming revenue is greater than the gaming revenue forecast that was approved by the Board of Directors (the “Approved Gaming Revenue Plan”), each individual will receive, as noted below, an additional bonus that is a percentage of the gaming revenue that are above the gaming revenue in the Approved Gaming Revenue Plan (the “Override”). These executives will receive two years severance if they are terminated without cause.

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 will receive a bonus, the aggregate of which would be at least $1,080,000.

Sandy J. Masselli, Jr. is employed to serve as our Chief Executive Officer, at an annual minimum salary of $190,000 from year-to-year and an annual Override of 1.5% of gaming revenue that is above the amount set forth in the Approved Gaming Revenue Plan.25

~~Pat~~Sandy ~~Cicalese~~J. Masselli, Jr. is employed to serve as our ~~Vice~~Chief ~~President~~Executive ~~of Operations~~Officer, at an annual minimum salary of ~~150~~$275,000 from year-to-year and an annual Override of 01.155% of gaming revenue that is above the amount set forth in the Approved Gaming Revenue Plan.

~~Alexander~~Joseph ~~Kennedy~~Picco is employed to serve as our ~~Chief~~President ~~Financial~~of ~~Officer~~Carlyle Interactive Ltd., at an annual minimum salary of ~~$150~~185,000 from year-to-year and an annual Override of 0.1505% of gaming revenue that is above the amount set forth in the Approved Gaming Revenue Plan.

Domenic Filigno is employed to serve as our Chief Financial Officer, at an annual minimum salary of $185,000 from year-to-year and an annual Override of 0.05% of gaming revenue that is above the amount set forth in the Approved Gaming Revenue Plan.

Indemnification Agreements

Through its Indemnification Agreements, the Company agrees to indemnify directors and officers, to the extend provided for in the Agreement, and to hold them harmless from and against, any losses or expenses at any time incurred by or assessed against them arising out of or in connection with their work as a director, advisory director, Board Committee member, officer, employee or agent of the Company or of an affiliate, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as an officer or director of the Company or of an Affiliate, to the fullest extent permitted by law in as in effect or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification.

Whistleblower Procedures Policy

In accordance with the requirements of Section 301 of the Sarbanes-Oxley Act of 2002, the Board of Directors the Company has adopted this Whistleblower Procedures Policy, stating that all employees of the Company and its subsidiaries are strongly encouraged to report any evidence of financial irregularities which they may become aware of, including those with respect to internal controls, accounting or auditing matters. Under this Whistleblower Procedures Policy, the management of the Company shall promptly and periodically communicate to all employees with access to accounting, payroll and financial information the means by which they may report any such irregularities. In the event an employee is uncomfortable for any reason reporting irregularities to his or her supervisor or other management of the Company, employees may report directly to any member of the Board of Directors of the Company. The identity of any employee reporting under these procedures will be maintained as confidential at the request of the employee, or may be made on an anonymous basis. Notice must be provided to all of the Company’s employees with access to accounting, payroll and financial information in respect of these procedures.


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) Security ownership of certain beneficial owners.

The following table sets forth, as of ~~April~~August 127, ~~2011~~2014, the number of shares of common stock owned of record and beneficially by our executive officers, directors, our executive officers and directors as a group, and persons who beneficially own 5% or more of the outstanding shares of our common stock.

	Name and Address	Amount and Nature
Title of Class	of Beneficial Owner (1)	of Beneficial Ownership	Percent of class*
Common Stock	Sandy J. Masselli, Jr. (2)	(657) 5,876,385)	14.3%
Common Stock	Alexander Kennedy (3)	2,054,680	5.0%
Common Stock	Pat Cicalese (4)	2,226,668	5.4%
Common Stock	Joseph L.Picco, Jr. (5)	2,054,680	5.0%
Common Stock	Domenic Filigno (56)	2,054,680	5.0%
Common Stock	Intercapital Management Ltd.(6)	(618,081,000)	44.0%
Common Stock	ABS Holdings Limited	6,000,000	14.6%
	Officers and Directors as a
Common Stock	group (5 persons)	32,348,093	78.7%

* Based on 41,093,601 shares of the Registrant’s common stock outstanding as of April 1, 2013.26

(1)	Unless otherwise noted, the business address of each member of our Board of Directors is c/o CARLYLE GAMING & ENTERTAINMENT LTD. , 501 5th Avenue, New York, NY 10017.
Common Stock	Intercapital Management Ltd.(7)	(7) 18,081,000	44.0%
(2)	Mr. Masselli is our Chief Executive Officer & Chairman of the Board.
Common Stock	ABS Holdings Limited	6,000,000	14.6%
(3)	Mr. Kennedy is our Chief Financial Officer.
	Officers and Directors as a
(4)	Mr. Cicalese is Vice President of Operations.
Common Stock	group (5 persons)	32,348,093	78.7%
(5)	Such individual is a member of the Board of Directors.
(6)	Includes 23,184, 658 shares owned by Mr. Masselli amount consists of (i) 18,081,000 shares of Common Stock held, directly or indirectly, by Intercapital Management Ltd, Mr. Masselli's family and trusts, with respect to which Mr. Masselli is in a position to exercise voting and investment power.

* Based on 45,117,601 shares of the Registrant’s common stock outstanding as of August 15, 2014.

(1)	Unless otherwise noted, the business address of each member of our Board of Directors is c/o CARLYLE GAMING & ENTERTAINMENT LTD. , 501 5^thAvenue, New York, NY 10017.
(2)	Mr. Masselli is our Chief Executive Officer & Chairman of the Board.
(3)	Mr. Kennedy was formerly Chief Financial Officer.
(4)	Mr. Cicalese was formerly Vice President of Operations.
(5)	Mr. Picco is the President of Carlyle Intercactive Ltd.
(6)	Mr. Filigno is the Chief Financial Officer
(7)	Includes 23,184, 658 shares owned by Mr. Masselli amount consists of (i) 18,081,000 shares of Common Stock held, directly or indirectly, by Intercapital Management Ltd, Mr. Masselli's family and trusts, with respect to which Mr. Masselli is in a position to exercise voting and investment power.

Changes in Control

We are not aware of any arrangements that may result in a change in control of the Company.

Adverse Interests

The Company is not aware of any material proceeding to which any director, officer, or affiliate of the Company, or any owner of record or beneficially of more than five percent of any class of the Company’s voting securities, or security holder is a party adverse to the Company or has a material interest adverse to the Company.


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Mr. Sandy J. Masselli, Jr. the Company's Chairman and CEO, is the principle shareholder and managing director of Intercapital Management, Ltd., the majority shareholder of the Company and one of our creditors. On May 19, 2008, Sandy J. Masselli, Jr. the Company's Chairman and CEO sold 6,000,000 common shares of Carlyle Gaming & Entertainment Ltd. from his personal holdings in a private transaction to ABS Holdings Limited Attention: Mr. Borut Lozej for $0.105 per share. Also on June 30, 2008, Mr. Masselli transferred 915,000 common shares of Carlyle Gaming & Entertainment Ltd. from his personal holdings to Mr. Spiro Athanas pursuant to a settlement agreement of a lawsuit filed by Mr. Athana's company Olympic Sports Data Services, Ltd. against Mr. Masselli and his previous employer Total Entertainment, Inc / FKA Total Apparel Group, Inc and SBG Global Limited, defendants'. The lawsuit involved the sale of a domain name owned by Mr. Masselli's previous employer Total Apparel Group, Inc. and Total Entertainment Inc.

DIRECTOR INDEPENDENCE

Mr. Domenic Filigno and Mr. Joseph L. Picco, Jr. are the only current members of the Board who may be deemed to be independent. The Company has adopted the standards for independence contained in the Nasdaq Marketplaces Rules, Rule 5605(a)(2).


ITEM 14:	PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees of K.SaturnaGroup R.Chartered ~~MARGETSON~~Accountants ~~LTD.~~LLP for professional services rendered for the audit of the Company's annual financial statements for the year ended December 31, ~~2012~~2013 were $1124,~~500~~000.

Audit-Related Fees

The aggregate fees billed by K. R. MARGETSON LTD. for audit related services for the years ended December 31, 2011 and for the period from quasi reorganization June 18, 2007 to December 31, 2011 which are not disclosed in "Audit Fees" above, were $16,000 These fees included fees related to procedures performed for the Company in connection with (i) the filing of a Registration Statement on Form 10-12G.

Tax Fees

The aggregate fees billed by K.SaturnaGroup R.Chartered ~~MARGETSON~~Accountants ~~LTD.~~LLP for tax compliance for each of the ~~years~~year ended December 31, ~~2011~~2013 ~~and 2010,~~ were $0.

All Other Fees

The aggregate fees billed by K.SaturnaGroup R.Chartered ~~MARGETSON~~Accountants ~~LTD.~~LLP for services other than those described above, for the years ended December 31, ~~2011~~2013 ~~and 2010,~~ were $0.

Audit Committee Pre-Approval Policies

Our Board of Directors reviewed the audit and non-audit services rendered by K.SaturnaGroup R.Chartered ~~MARGETSON~~Accountants ~~LTD.~~LLP during the periods set forth above and concluded that such services were compatible with maintaining the auditors’ independence. All audit and non-audit services performed by our independent accountants are pre-approved by our Board of Directors to assure that such services do not impair the auditors’ independence from us.

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.


ITEM 15.	FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit
Exhibit Number	Description
Number	Description
2.1	Articles of Incorporation filed on January 4, 1988 **
2.2	By-Laws **
2.3	Colorado Certificate of Good Standing **
3.1	Standby Commitment Agreement between Carlyle Gaming & Entertainment Ltd and Intercapital Management (Canada) Ltd. Dated June 1, 2009 **
3.2	Promissory Note in the amount of $300,000 between Carlyle Gaming & Entertainment Ltd and Intercapital Management (Canada) Ltd.Dated August 7, 2009 **
3.3	Promissory Note in the amount of $800,000 between Carlyle Gaming & Entertainment Ltd and Intercapital Management (Canada) Ltd.Dated September 25, 2009 **
31.1	Rule 13a-14(a)/15a-14(a) Certifications of Chief Executive Officer.*
31.2	Rule 13a-14(a)/15a-14(a) Certifications of Chief Financial Officer.*
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

* Filed herewith **Incorporation by reference 28


31.1	Rule 13a-14(a)/15a-14(a) Certifications of Chief Executive Officer.*

31.2	Rule 13a-14(a)/15a-14(a) Certifications of Chief Financial Officer.*

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

* Filed herewith
**Incorporation by reference

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized .

Date: May 7, 2013	CARLYLE GAMING & ENTERTAINMENT LTD.
Date: August 27, 2014	CARLYLE GAMING & ENTERTAINMENT LTD.
	By: /s/ Sandy John Masselli, Jr.
	Name: Sandy J. Masselli, Jr.
	Title: Chief Executive Officer and Chairman
	Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
	Each person whose signature appears below hereby authorizes Sandy J. Masselli, Jr. and Domenic Filigno, or any of them, as attorneys-in-fact to sign on his behalf, individually, and in each capacity stated below, and to file all amendments and/or supplements to this Annual Report on Form 10-K.
	Date: May 7, 2013	By: /s/Sandy J. Masselli, Jr.
	Date: August 27, 2014	By: /s/Sandy J. Masselli, Jr.
		Sandy J. Masselli, Jr.,
		Chief Executive Officer
		Chairman of the Board &
		Director
	Date: May 7, 2013	By: /s/ Pat Cicalese
	Date: August 27, 2014	By: /s/ Domenic Filigno
		Pat Cicalese,
		Vice President Operations &
		Director
	Date: May 7, 2013	By: /s/ Domenic Filigno
		Domenic Filigno,
		Director
	Date: May 7, 2013	By: /s/ Joseph L.Picco, Jr.
		Joseph L.Picco, Jr.,
		Director
	Date: May 7, 2013	By /s/ Alexander Kennedy
		Alexander Kennedy,
		Chief Financial Officer & Director
	Date: August 27, 2014	By: /s/ Joseph L.Picco, Jr.
		Joseph L.Picco, Jr.,
		Director, President of Carlyle Interactive Ltd.

2830

CARLYLE GAMING & ENTERTAINMENT LTD.
FINANCIAL STATEMENTS
INDEX

	Page
Report of Registered Independent Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2012 and 2011	F-3
Consolidated Balance Sheets as of December 31, 2013 and 2012	F-4
Consolidated Statements of Operations For The Years Ended December 31, 2012 and 2011.	F-4
Consolidated Statements of Operations For The Years Ended December 31, 2013 and 2012.	F-5
Consolidated Statement of Changes of Shareholders’ Equity (Deficit) For The Years Ended December 31, 2012 and 2011.	F-5
Consolidated Statement of Changes of Shareholders’ Equity (Deficit) For The Years Ended December 31, 2013 and 2012.	F-6
Consolidated Statements of Cash Flows For The Years Ended December 31, 2012 and 2012.	F-7
Consolidated Statements of Cash Flows For The Years Ended December 31, 2013 and 2012.	F-7
Notes to Consolidated Financial Statements	F-8

2931

CARLYLE ~~Carlyle~~GAMING ~~Gaming~~ & ~~Entertainment~~ENTERTAINMENT ~~Ltd~~LTD. ~~Consolidated Financial Statements December 31, 2012 F-1~~

~~Carlyle~~Financial ~~Gaming & Entertainment Ltd.~~Statements

~~Consolidated~~Years ~~Financial~~Ended ~~Statements~~December 31, 2013 and 2012 (Expressed in US dollars)

~~December 31, 2012~~F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Carlyle Gaming & Entertainment Ltd. (the “Company”)

We have audited the accompanying consolidated balance sheet of Carlyle Gaming & Entertainment Ltd. as of December 31, 2013, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficit and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to the consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ SATURNA GROUP CHARTERED ACCOUNTANTS LLP

Saturna Group Chartered Accountants LLP

Vancouver, Canada

August 27, 2014

F-2


K. R. MARGETSON LTD.	*Chartered Accountants*
#210, 905 West Pender Street
Vancouver BC V6C 1L6
Canada
Tel: 604.641.4450
Toll free fax: 1.855.603.3228

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Carlyle Gaming & Entertainment Ltd.:

We have audited the accompanying consolidated balance ~~sheets~~sheet of Carlyle Gaming & Entertainment Ltd. as of December 31, 2012 and ~~2011 and~~ the related consolidated statements of operations, stockholders' deficit and cash flows for the ~~two~~year ~~years~~ then ended These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our ~~audits~~audit.

We conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and ~~2011 and~~ the results of its operations changes in equity and its cash flows for the ~~years~~year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will continue as a going concern. As discussed in ~~Note~~the 2notes to the financial statements, the Company had not yet achieved profitable operations and 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. Management’s plans in regard to their planned financing and other matters are also described in Note 21. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada	/s/ K. R. ~~MARGETSON~~Margetson ~~LTD~~Ltd.
May 7, 2013	Chartered Accountants

~~Carlyle Gaming & Entertainment Ltd. CONSOLIDATED BALANCE SHEETS As at December 31, 2012 and December 31, 2011 Audited~~F-3

		December 31			December 31
		2012			2011
ASSETS
Current assets
Cash and cash equivalents, unrestricted	$	517,967		$	31,860
Cash and cash equivalents, restricted - Note 3		103,765			147,588
		621,732			179,448
Equipment - (net of accumulated depreciation) - Note 4		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		833,333			1,033,533
Total Assets	$	1,704,722		$	1,452,981
LIABILTIES
Current liabilities
Accounts payable and accrued liabilities	$	237,961		$	119,539
Accrued liabilities - related parties - Note 7		2,542,640			1,544,917
Notes payable to related party - Note 8		1,100,000			1,100,000
		3,880,601			2,764,456
Going Concern - Note 2
Contingency - Note 11
Security Agreement - Note - 12
Subsequent Event - Note 13
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, restated Note 13		44,117			44,117
Additional paid in capital, restated Note 13		230,453			230,453
		274,570			274,570
Accumulated deficit		(2,450,450	)		(1,586,045	)
Total Stockholders' Deficit		(2,175,880	)		(1,311,475	)
Total Liabilites and Stockholders' Deficit	$	1,704,721		$	1,452,981

CARLYLE GAMING & ENTERTAINMENT LTD.

Consolidated Balance Sheets

(Expressed in US Dollars)

See Accompanying Notes to the Financial Statements


	December 31,		December 31,
	2013		2012
	$		$

ASSETS
Current assets
Prepaid expenses and deposits	11,970		–
Total current assets	11,970		–
Restricted cash (Note 3)	718,591		621,822
Property and equipment (Note 4)	1,037		9,657
Goodwill (Note 5)	–		240,000
Intangible assets (Note 6)	633,333		833,333
Total assets	1,364,931		1,704,812

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Bank indebtedness	6		90
Accounts payable and accrued liabilities	785,637		237,962
Due to related parties (Note 7)	3,034,663		2,542,640
Notes payable to related party (Note 8)	1,100,000		1,100,000
Total liabilities	4,920,306		3,880,692

Nature of operations and continuance of business (Note 1)
Commitments (Note 10)
Subsequent event (Note 13)

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 and 44,117,601 shares issued and outstanding, respectively	45,117		44,117
Additional paid-in capital	229,453		230,453
Deficit	(3,829,945	)	(2,450,450	)
Total stockholders’ deficit	(3,555,375	)	(2,175,880	)
Total liabilities and stockholders’ deficit	1,364,931		1,704,812

~~Carlyle~~(The ~~Gaming~~accompanying &notes ~~Entertainment~~are ~~Ltd.~~an ~~CONSOLIDATED~~integral ~~STATEMENTS~~part OFof ~~OPERATIONS~~these ~~For~~consolidated ~~the~~financial ~~years ended December 31, 2012 and 2011 Audited~~statements)

		For the year			For the year
		ended Dec 31,			ended Dec 31,
		2012			2011
Revenues	$	442,284		$	179,538
Expenses
Advertising		7,500			-
Amortization and depreciation		207,783			66,467
Communications		88,379			-
Consulting		-			5,000
Filing fees		16,264			-
Interest to related party		67,912			61,913
Management salaries		640,000			615,000
Professional fees		69,350			13,644
Rent		36,000			-
Transfer agent		24,000			13,278
Travel, meetings and living		149,501			19,607
Total expenses		1,306,689			794,909
Net loss and comprehensive loss for the year	$	(864,405	)	$	(615,371	)
Basic and diluted loss per share	$	(0.02	)	$	(0.01	)

F-4

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

Carlyle Gaming & Entertainment Ltd. CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT For the two years from January 1, 2011 to December 31, 2012 Audited


	Year ended		Year ended
	December 31,		December 31,
	2013		2012
	$		$

Revenue	96,769		442,284

Expenses
Amortization and depreciation	208,620		207,783
Communications	128,928		88,379
Consulting	29,186		–
General and administrative	64,388		197,265
Management salaries (Note 7)	644,976		640,000
Professional fees	55,000		69,350
Rent (Note 7)	36,000		36,000
Total expenses	1,167,098		1,238,777
Net loss before other expenses	(1,070,329	)	(796,493	)

Other expenses
Impairment of goodwill (Note 5)	(240,000	)	–
Interest expense (Note 7)	(69,166	)	(67,912	)
Total other expenses	(309,166	)	(67,912	)

Net loss	(1,379,495	)	(864,405	)

Loss per share, basic and diluted	(0.03	)	(0.02	)

Weighted average shares outstanding	44,555,957		44,117,601

								Deficit
	Common Stock							Accumulated
						Additional		during the
						Paid in		development
		Shares		Amount		Capital		stage			Total
Balance, January 1, 2011, as retated Note 13		44,117,601	$	44,117	$	230,453	$	(970,674	)	$	(696,104	)
Net loss and comprehensive loss, December 31, 2011		-		-		-		(615,371	)		(615,371	)
Balance, December 31, 2011		44,117,601	$	44,117	$	230,453	$	(1,586,045	)	$	(1,311,475	)
Net loss and comprehensive loss, December 31, 2012		-		-		-		(864,405	)		(864,405	)
Balance, December 31, 2012		44,117,601	$	44,117	$	230,453	$	(2,450,450	)	$	(2,175,880	)

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

~~See Accompanying Notes to the Financial Statements~~F-5

~~Carlyle~~CARLYLE ~~Gaming~~GAMING & ~~Entertainment~~ENTERTAINMENT ~~Ltd~~LTD. ~~CONSOLIDATED~~Consolidated ~~STATEMENTS~~Statements OFof ~~CASH~~Stockholders’ ~~FLOWS~~Deficit For the ~~years~~Period ~~ended~~from December 31, ~~2012~~2011 ~~and~~to ~~2011~~December ~~Audited~~31, 2013 (Expressed in US dollars)

		For the year			For the year
									Additional
		ended Dec 31,			ended Dec 31,
		Preferred Stock					Common Stock		Paid-in
		2012			2011
		Shares		Amount			Shares	Amount	Capital		Deficit		Total
Operating activities
		#		$			#	$	$		$		$
Net loss and comprehensive loss for the year	$	(864,405	)	$	(615,371	)
Balance, December 31, 2011		–		–			44,117,601	44,117	230,453		(1,586,045	)	(1,311,475	)
Amortization		207,783			66,467
Net loss for the year		–		–			–	–	–		(864,405	)	(864,405	)
Interest		66,360			61,913
Balance, December 31, 2012		–		–			44,117,601	44,117	230,453		(2,450,450	)	(2,175,880	)
Management fees		640,000			615,000
Issuance of shares previously cancelled in error		–		–			1,000,000	1,000	(1,000	)	–		–
Changes in non-cash working capital balances
Net loss for the year		–		–			–	–	–		(1,379,495	)	(1,379,495	)
Accounts payable and accrued liabilities		68,423			34,039
Balance, December 31, 2013		–		–			45,117,601	45,117	229,453		(3,829,945	)	(3,555,375	)
Cash provided by (used in) operating activities		118,161			162,048
Investing activities
Purchse of equipment		(7,740	)
Purchase of software		(9,500	)		-
Cash used in investing activities		(17,240	)		-
Financing activities
Related parties advances		341,363			17,400
Cash provided by financing activities		341,363			17,400
Increase (decrease) in total cash and cash equivalents		442,284			179,448
Increase (decrease) in restricted cash		(43,823	)		147,588
		486,107			31,860
Cash and cash equivalents, beginning of the period		31,860			-
Cash and cash equivalents, end of the period	$	517,967		$	31,860
Supplemented disclosure of cash flow information:
Cash paid for:
Interest	$	67,912		$	61,913
Income taxes	$	-		$	-

~~See~~(The ~~Accompanying~~accompanying ~~Notes~~notes toare ~~the~~an ~~Financial~~integral ~~Statements~~part of these consolidated financial statements)

~~Carlyle Gaming & Entertainment Ltd. Notes to the Consolidated Financial Statements December 31, 2012~~F-6

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

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, under a sole corporate guardianship. The Company has treated this event as a quasi reorganization


	Year ended		Year ended
	December 31,		December 31,
	2013		2012
	$		$

Operating activities
Net loss	(1,379,495	)	(864,405	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation	208,620		207,783
Impairment of goodwill	240,000		–
Changes in operating assets and liabilities:
Prepaid expenses and deposits	(11,970	)	–
Accounts payable and accrued liabilities	547,675		118,423
Due to related parties	492,023		997,723
Net cash provided by operating activities	96,853		459,524
Investing activities
Restricted cash	(96,769	)	(442,284	)
Purchase of property and equipment	–		(7,740	)
Purchase of software	–		(9,500	)
Net cash used in investing activities	(96,769	)	(459,524	)
Financing activities
Bank indebtedness	(84	)	–
Net cash used in financing activities	(84	)	–
Change in cash	–		–
Cash, beginning of year	–		–
Cash, end of year	–		–

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

On(The ~~May~~accompanying ~~15,~~notes ~~2008,~~are ~~the~~an ~~Company~~integral ~~changed~~part ~~its name to Carlyle Gaming & Entertainment Ltd. On that same day, the Directors authorized a reverse stock split~~ of ~~1:15.~~these ~~These~~consolidated 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~~F-~~house. As of December 31, 2011, there has been no activity in Carlyle Interactive Ltd.~~7

~~Note~~CARLYLE 2GAMING ~~Significant~~& ~~Accounting~~ENTERTAINMENT ~~policies~~LTD. Notes to the Consolidated Financial Statements December 31, 2013 (Expressed in US dollars)

~~Basis~~1. Nature of ~~Presentation~~Operations and Continuance of Business

~~The~~Carlyle Gaming & Entertainment Ltd. (the “Company’s”) ~~consolidated~~was ~~financial~~incorporated ~~statements~~as ~~included~~Patent ~~herein~~Pending, ~~are~~Inc. ~~prepared~~on January 4, 1988 under the ~~accrual~~laws ~~basis~~of the State of ~~accounting~~Colorado. inOn ~~accordance~~October ~~with~~31, ~~accounting~~1994, ~~principles~~the ~~generally~~Company ~~accepted~~changed inits name from Patent Pending, Inc. to Clean-X-Press, Inc. On November 1, 1998, the ~~United~~Company ~~States~~was dissolved by the State of ~~America~~Colorado and on July 18, 2007, the Company was re-instated, under a sole corporate guardianship. ~~The~~On ~~financial~~May ~~statements~~15, ~~include~~2008, the Company changed its name to Carlyle Gaming & Entertainment Ltd., and is in the business of operating licensed software-based games of chance, which are offered as an online service through the internet in various jurisdictions. On April 27, 2011, the Company incorporated a wholly owned Canadian subsidiary, Carlyle Interactive Ltd., which is the operating entity of the consolidated company.

~~Going~~These ~~Concern~~consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2013, the Company has a working capital deficiency of $4,908,336, and has an accumulated deficit of $3,829,945 since inception. The continuation of the 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 might be necessary should the Company be unable to continue as a 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 December 31, 2012, the Company had not yet achieved profitable operations, has accumulated losses of $2~~,450,450 since its quasi reorganization~~. ~~The~~Summary ~~Company expects to incur further losses in the development~~ of ~~its~~Significant ~~business,~~Accounting 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 loansPrinciples

~~Revenue~~(a) ~~Recognition~~Basis of Presentation

~~The~~These ~~Company’s~~consolidated ~~revenue~~financial ~~consists~~statements ofand ~~the~~related ~~betting~~notes ~~wins~~are ~~less~~prepared ~~betting~~in ~~losses~~conformity ~~paid~~with ~~out~~accounting principles generally accepted in the United States and ~~related~~are ~~charge~~presented ~~backs~~in US dollars, unless otherwise noted. The consolidated financial statements include the accounts of the Company ~~recognizes~~and ~~revenue~~its ~~after~~wholly ~~those~~owned ~~events~~subsidiary, ~~have~~Carlyle ~~transpired~~Interactive Ltd., ~~when~~a ~~its~~company ~~revenue~~incorporated ~~can~~under bethe ~~reasonably~~Canada ~~determined~~Business Corporations Act. All inter-company transactions and ~~payment~~balances ~~assured~~have been eliminated upon consolidation. The Company’s fiscal year end is December 31.

~~Carlyle~~(b) ~~Gaming~~Use &of ~~Entertainment Ltd. Notes to the Consolidated Financial Statements December 31, 2012~~Estimates

~~Use~~The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, impairment of goodwill, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~The~~(c) ~~preparation~~Cash ~~of financial statements in conformity with generally accepted accounting principles requires management to make estimates~~ and ~~assumptions~~Cash 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.Equivalents

~~Fair~~The ~~Value~~Company ~~Measurements~~considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

~~The~~(d) ~~Company~~Property ~~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.Equipment

~~Financial~~Property ~~Instruments~~and equipment is comprised of computer hardware and software, which are capitalized and amortized over its estimated useful life of two years on a straight line basis.

~~The carrying values of accrued liabilities, and accrued liabilities – related parties and notes due related parties approximates the fair value because of their short~~F-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 $621,731.8

~~The~~CARLYLE ~~interest~~GAMING ~~rate~~& onENTERTAINMENT ~~the~~LTD. ~~note~~Notes ~~payable~~ to ~~related~~the ~~party~~Consolidated isFinancial aStatements ~~variable~~December ~~rate and~~31, as2013 ~~such,~~(Expressed ~~the~~in ~~Company~~US ~~is exposed to interest risk on this instrument.~~dollars)

~~Goodwill~~2. Summary of Significant Accounting Principles (continued)

In(e) ~~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.

~~Carlyle~~The ~~Gaming~~Company &follows ~~Entertainment~~the ~~Ltd.~~guidance ~~Notes~~under toASC ~~the~~350-20, ~~Consolidated~~“Intangibles ~~Financial~~– ~~Statements~~Goodwill ~~December~~and 31Other –Goodwill”, ~~2012~~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~~(f) ~~Intangibles~~Intangible Assets

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


	E-commerce software	6 years
	Gaming software	6 years
	Customer accounts	4 years

~~Computers~~If ~~and~~the ~~laptops~~total ~~are~~of ~~capitalized~~the ~~and~~expected ~~amortized~~undiscounted ~~over~~future ~~its~~cash ~~estimated~~flows ~~useful~~is ~~life~~less ofthan 2the ~~years~~carrying onamount of the asset, a ~~straight~~loss ~~line~~is ~~basis~~recognized for the excess of the carrying value over the fair value of the asset.

(g) Impairment of Long-Lived Assets

~~The~~In ~~Company evaluates the recoverability of its fixed assets and other assets in~~ accordance with ~~FASB~~ ASC ~~Topic,~~ 360~~.10~~, “Property, Plant, and Equipment”, ~~Impairment~~the orCompany ~~Disposal~~tests ~~of Long~~long-~~Lived~~lived ~~Assets.~~assets ~~This~~or ~~guidance~~asset ~~requires~~groups ~~recognition~~for ofrecoverability ~~impairment~~when ofevents ~~long-lived~~or ~~assets~~changes in ~~the~~circumstances ~~event~~indicate ~~the~~that ~~net~~their ~~book~~carrying ~~value~~amount ofmay ~~such~~not ~~assets~~be ~~exceeds~~recoverable. ~~its~~If ~~expected~~the ~~cash~~total ~~flows,~~of itthe isexpected ~~considered~~undiscounted tofuture becash ~~impaired~~flows ~~and~~ is ~~written~~less ~~down~~than tothe ~~fair~~carrying ~~value,~~amount ~~which~~of isthe ~~determined~~asset, ~~based~~a onloss ~~either~~is ~~discounted~~recognized ~~future~~for ~~cash~~the ~~flows~~excess orof ~~appraised~~the ~~values.~~carrying Noamount ~~impairment~~over ~~has~~the ~~been~~fair ~~recognized~~value inof the ~~accounts~~asset.

~~Basic and Diluted Net Income~~ (~~Loss~~h) ~~Per~~Revenue ~~Share~~Recognition

The Company’s ~~computes~~revenue ~~net~~consists ~~loss~~of ~~per~~the ~~share~~betting inwins ~~accordance~~less ~~with~~betting ~~FASB~~losses ~~ASC~~paid ~~Topic~~out ~~260, "Earnings Per Share". This topic requires presentation of both basic~~ and ~~diluted~~related ~~earnings~~charge ~~per share (“EPS”) on the face of the income statement~~backs. ~~Basic~~The ~~loss~~Company ~~per~~recognizes ~~share~~revenue iswhen ~~computed~~those byevents ~~dividing~~have ~~net~~transpired ~~loss~~at ~~available~~a tofixed ~~common~~or ~~shareholders~~determinable byprice, ~~the~~persuasive ~~weighted~~evidence ~~average number~~ of ~~common~~an ~~shares~~arrangement ~~outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options~~exists, ~~using the treasury stock method,~~ and ~~convertible~~collectability ~~preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the year~~ is ~~used~~reasonably ~~in determining the number of shares assumed to be purchased from the exercise of stock options or warrants~~assured. ~~Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive.~~

~~Income~~(i) ~~Taxes~~Loss per Share

The Company ~~follows~~computes ~~FASB~~net ~~ASC~~loss ~~Topic~~per ~~820~~share in accordance with ASC 260, “~~Income~~Earnings ~~Taxes~~per Share”, which requires ~~the~~presentation ~~use~~ of ~~the~~both ~~asset~~basic and ~~liability~~diluted ~~method~~earnings ofper ~~accounting~~share ~~for~~(“EPS”) ~~income~~on ~~taxes.~~the ~~Under~~face ~~this~~of ~~method,~~the ~~deferred~~statements ~~tax~~of ~~assets~~operations. ~~and~~Basic ~~liabilities~~EPS ~~are~~is ~~recognized~~computed ~~for~~by ~~future~~dividing ~~tax~~net ~~consequences~~loss ~~attributable~~available to ~~temporary~~common ~~differences~~shareholders ~~between~~(numerator) by the ~~financial~~weighted ~~statements~~average ~~carrying~~number ~~amounts~~ of ~~existing~~shares ~~assets~~outstanding ~~and~~(denominator) ~~liabilities~~during ~~and~~the ~~loss~~period. ~~carry~~Diluted ~~forwards~~EPS ~~and~~gives ~~their~~effect ~~respective~~to ~~tax~~all ~~bases.~~dilutive ~~Deferred~~potential ~~tax~~common ~~assets~~shares outstanding during the period using the treasury stock method and ~~liabilities~~convertible ~~are~~preferred ~~measured~~stock using ~~enacted~~the ~~tax~~if-converted ~~rates~~method. ~~expected~~In tocomputing ~~apply~~diluted toEPS, ~~taxable~~the ~~income~~average instock price for the ~~year~~period is used in ~~which~~determining ~~those~~the ~~temporary~~number ~~differences~~of ~~are~~shares ~~expected~~assumed to be ~~recovered~~purchased from the exercise of stock options or ~~settled~~warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at December 31, 2013 and 2012, the Company had no potentially dilutive shares outstanding.

~~Cash~~(j) ~~and~~Comprehensive ~~Cash Equivalents~~Loss

~~The~~ASC ~~Company~~220, ~~considers~~“Comprehensive ~~all~~Income”, ~~highly~~establishes ~~liquid~~standards ~~instruments~~for ~~with~~the ~~maturity~~reporting ofand ~~three~~display ~~months~~of orcomprehensive ~~less~~loss atand ~~the~~its ~~time~~components ofin ~~issuance~~the toconsolidated befinancial ~~cash equivalents~~statements. As at December 31, 2013 and 2012, the Company had ~~$621,731~~no ~~($179,447~~items ~~–2011)~~representing ofcomprehensive ~~cash~~income ~~balances~~or ~~of which $147,588 (2011 - $103,765) were subject to a 12 week holdback~~loss.

~~Carlyle Gaming & Entertainment Ltd. Notes to the Consolidated Financial Statements December 31, 2012~~F-9

~~Derivative~~CARLYLE ~~Instruments~~GAMING & ENTERTAINMENT LTD. Notes to the Consolidated Financial Statements December 31, 2013 (Expressed in US dollars)

~~The Company follows FASB ASC 815, “Derivatives and Hedges”~~2. ~~This~~Summary 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~~Significant isAccounting toPrinciples ~~match the timing of gain or loss recognition on the hedging derivative with the recognition of~~ (icontinued) 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~~(k) ~~Accounting~~Foreign ~~Pronouncements~~Currency Translation

The Company’s ~~adopts~~functional ~~new~~currency ~~pronouncements~~and ~~relating~~its toreporting ~~generally~~currency ~~accepted~~is ~~accounting~~the ~~principles~~United ~~applicable~~States todollar. ~~the~~Monetary ~~Company~~balance assheet ~~they~~items expressed in foreign currencies are ~~issued,~~translated ~~which~~into ~~may~~US bedollars at the exchange rates in ~~advance~~effect ofat ~~their~~the ~~effective~~balance sheet date. ~~Management~~Non-monetary ~~does~~assets ~~not~~and ~~believe~~liabilities ~~that~~are ~~any~~translated ~~recently~~at ~~issued,~~historical ~~but~~rates. ~~not~~Revenues ~~yet~~and ~~effective~~expenses ~~accounting~~are ~~standards,~~translated ifat ~~currently~~average ~~adopted~~rates for the period, ~~would~~except ~~have~~for aamortization, ~~material~~which ~~effect~~is translated on the ~~accompanying~~same ~~financial~~basis ~~statements~~as the related asset. The resulting exchange gains or losses are recognized in the statement of operations.

~~Note~~The 3Company’s ~~Restricted~~integrated ~~cash~~foreign subsidiary is financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into US dollars. Monetary assets and ~~operating~~liabilities ~~cost~~are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in the statement of operations.

~~The~~(l) ~~Company~~Income has entered into a payment processing agreement with a company located in Costa Rica. The agreement included a trial period ended June 2012 whereby, the payment processor will incur all of the Company’s website costs, processing and all other costs related to running its betting websites. Starting in July 2012, the Company is paying a royalty fee of 9.5%, plus applicable taxes.Taxes

The ~~payment~~Company ~~processor~~accounts ~~holds~~for income taxes using the asset and liability ofmethod ~~paying~~in ~~the~~accordance ~~Company’s~~with ~~customers~~ASC 740, “Accounting for ~~all~~Income ~~payouts~~Taxes”. AsThe ~~such,~~asset ~~they~~and ~~have~~liability ~~required~~method aprovides ~~guarantee~~that ~~from~~deferred tax assets and liabilities are recognized for the ~~Company’s~~expected ~~CEO~~future tax consequences of temporary differences between the financial reporting and ~~Intercapital~~tax ~~Management~~bases ~~Ltd.~~of ~~for~~assets ~~$250~~and liabilities,~~000~~ inand for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the ~~event~~currently enacted tax rates and laws that ~~payouts~~will ~~exceed~~be in effect when the ~~Company’s~~differences ~~cash~~are ~~balance.~~expected Into ~~addition,~~reverse. ~~during~~The ~~each~~Company 12records ~~week~~a ~~period~~valuation ~~30%~~allowance ofto ~~the~~reduce ~~revenue~~deferred istax ~~held~~assets byto the ~~payment~~amount ~~processor~~that asis abelieved ~~holdback~~more ~~against~~likely ~~potential~~than ~~losses~~not to be realized.

~~Note~~As 4at ~~Equipment~~December 31, 2013 and 2012, the Company did not have any amounts recorded pertaining to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense.

						Net Book		Net Book
				Accumulated		Value Dec		Value Dec
		Cost		Amortization		31, 2012		31, 2011
Computer hardware	$	7,740	$	2,831	$	4,909	$	-
Computer Software		9,500		4,752		4,748		-
	$	17,240	$	7,583	$	9,657	$	-

(m)

Financial Instruments and Fair Value Measures

~~Carlyle~~ASC ~~Gaming~~820, &“Fair ~~Entertainment~~Value ~~Ltd.~~Measurements ~~Notes~~and Disclosures” requires an entity to maximize the ~~Consolidated~~use ~~Financial~~of ~~Statements~~observable ~~December~~inputs 31and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, ~~2012~~objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

~~Note~~Level ~~5 Goodwill on quasi reorganization~~1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

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.

F-10

CARLYLE GAMING & ENTERTAINMENT LTD.

Notes to the Consolidated Financial Statements

December 31, 2013

(Expressed in US dollars)

2.	Summary of Significant Accounting Principles (continued)

(m)

Financial Instruments and Fair Value Measures (continued)

Level 3

Level 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.

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as at December 31, 2013 as follows:

Fair Value Measurements Using

Quoted prices in active

Significant other

Significant

markets for identical

observable

unobservable

Balance,

instruments

inputs

December 31,

(Level 1)

(Level 2)

(Level 3)

2013

Restricted cash

718,591

–

718,591

Bank indebtedness

)

–

)

718,585

–

718,585

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.

(n)

Reclassification

Certain financial statement items have been reclassified from the prior year in order to conform to presentation standards for the current year.

(o)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.	Restricted Cash

The Company used a third party service provider which handles the Company’s hosting and online payment services. Pursuant to the agreement, 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 December 31, 2013, the Company has paid $589,676 (2012 - $518,057) 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.

In addition to the security deposits held for credit card payments, the service provider also requires an additional 10% holdback on all US dollar credit card transactions which are paid out to the Company after 180 days. As at December 31, 2013, this holdback totalled $128,915 (2012 - $103,765).

F-11

CARLYLE GAMING & ENTERTAINMENT LTD.

Notes to the Consolidated Financial Statements

December 31, 2013

(Expressed in US dollars)

4.	Property and Equipment


	Computer	Computer
	Hardware	Software	Total
	$	$	$
Cost:
Balance, December 31, 2011	–	–	–
Additions	7,740	9,500	17,240
Balance, December 31, 2012 and 2013	7,740	9,500	17,240

Accumulated amortization:
Balance, December 31, 2011	–	–	–
Additions	2,831	4,752	7,583
Balance, December 31, 2012	2,831	4,752	7,583
Additions	3,872	4,748	8,620
Balance, December 31, 2013	6,703	9,500	16,203

Carrying amounts:
Balance, December 31, 2012	4,909	4,748	9,657
Balance, December 31, 2013	1,037	–	1,037

5.	Goodwill

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~~shares ~~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. During the year ended December 31, 2013, the Company recorded an impairment on goodwill of $240,000 (2012 - $nil) as there was no evidence to support the carrying value of goodwill.

~~Note~~ 6. ~~Rights~~Intangible ~~to gaming software and domains~~Assets

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~~enabled ~~enable~~ the Company to operate an online gaming site. The Company began taking bets onin September 2011 ~~and~~at ~~began~~which ~~recording~~time ~~amortization~~it atbegan ~~this~~recording ~~point~~amortization.

~~The following represents changes in gross carrying amount of intangibles as at December 31, 2012 and 2011:~~F-12

						Net Book
				Accumlated		Value Dec 31,
		Cost		Amortization		2012
E-commerce software	$	600,000	$	133,333	$	466,667
Gaming software		300,000		66,667		233,333
Customer accounts		200,000		66,667		133,333
	$	1,100,000	$	266,667	$	833,333
						Net Book
				Accumlated		Value Dec 31,
		Cost		Amortization		2011
E-commerce software	$	600,000	$	33,133	$	566,867
Gaming software		300,000		16,667		283,333
Customer accounts		200,000		16,667		183,333
	$	1,100,000	$	66,467	$	1,033,533

CARLYLE GAMING & ENTERTAINMENT LTD.

Notes to the Consolidated Financial Statements

December 31, 2013

(Expressed in US dollars)

~~Note~~6. 7Intangible ~~Accrued~~Assets ~~liabilities – related parties~~(continued)

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


	E-Commerce	Gaming	Customer
	Software	Software	Accounts	Total
	$	$	$	$
Cost:
Balance, December 31, 2011, 2012, and 2013	600,000	300,000	200,000	1,100,000
Accumulated amortization:
Balance, December 31, 2011	33,133	16,667	16,667	66,467
Additions	100,200	50,000	50,000	200,200
Balance, December 31, 2012	133,333	66,667	66,667	266,667
Additions	100,000	50,000	50,000	200,000
Balance, December 31, 2013	233,333	116,667	116,667	466,667
Carrying amounts:
Balance, December 31, 2012	466,667	233,333	133,333	833,333
Balance, December 31, 2013	366,667	183,333	83,333	633,333

~~Carlyle Gaming & Entertainment Ltd~~7. ~~Notes~~Related toParty ~~the Consolidated Financial Statements December 31, 2012~~Transactions

		Dec 31		Dec 31
		2012		2011
Interest on notes	$	205,856	$	139,496
Management salaries		1,995,420		1,387,930
Miscellaneous payables		363,863		17,491
	$	2,565,140	$	1,544,917

	(a)	As at December 31, 2013, the Company owed $2,070,464 (2012 - $1,211,890) to the Chief Executive Officer of the Company, which is unsecured, non-interest bearing, and due on demand. During the year ended December 31, 2013, the Company incurred $274,992 (2012 - $290,000) of management salary to the Chief Executive Officer of the Company.

	(b)	As at December 31, 2013, the Company owed $304,674 (2012 - $nil) to the Chief Financial Officer of the Company, which is unsecured, non-interest bearing, and due on demand. During the year ended December 31, 2013, the Company incurred $184,992 (2012 - $nil) of management salary to the Chief Financial Officer of the Company.

	(c)	As at December 31, 2013, the Company owed $384,992 (2012 - $nil) to a director of the Company, which is unsecured, non-interest bearing, and due on demand. During the year ended December 31, 2013, the Company incurred $184,992 (2012 - $nil) of management salary to this director.

	(d)	During the year ended December 31, 2013, the Company incurred rent of $36,000 (2012 - $36,000) and interest expense of $68,783 (2012 - $66,366) to a company controlled by the Chief Executive Officer of the Company. As at December 31, 2013, the Company owed $274,533 (2012 - $205,750), which is unsecured, non-interest bearing, and due on demand.

	(e)	As at December 31, 2013, the Company owed $nil (2012 - $562,500) to the former Vice President of the Company, which is unsecured, non-interest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities. During the year ended December 31, 2013, the Company incurred $nil (2012 - $150,000) of management salary to the former Vice President of the Company.

~~Note 8 Notes payable to related party~~F-13

~~The~~CARLYLE ~~notes~~GAMING ~~payable~~& ~~are~~ENTERTAINMENT ~~due~~LTD. Notes to athe ~~director~~Consolidated ~~and~~Financial ~~major~~Statements ~~shareholder~~December 31, ~~payable~~2013 on(Expressed ~~demand~~in ~~and~~US ~~bear interest at prime plus 2%.~~dollars)

~~Note~~7. 9Related ~~Capital~~Party ~~stock~~Transactions ~~– restated see Note 13~~(continued)

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.

	(f)	As at December 31, 2013, the Company owed $nil (2012 - $562,500) to the former Chief Financial Officer of the Company, which is unsecured, non-interest bearing, and due on demand. The amount is included in accounts payable and accrued liabilities. During the year ended December 31, 2013, the Company incurred $nil (2012 - $150,000) of management salary to the former Chief Financial Officer of the Company.

	(g)	During the year ended December 31, 2013, the Company incurred $nil (2012 - $50,000) of management salary to the former Secretary of the Company.

~~On May 15, 2008 the Directors authorized a reverse stock split of 1:15~~8. ~~These~~Notes ~~statements~~Payable ~~give retroactive effect~~ to ~~that~~Related ~~transaction. After this split, the number of shares outstanding has been calculated at 9,547,667 as per Note 13. (See below.)~~Party

OnAt ~~May~~December 1531, ~~2008~~2013, the Company ~~issued~~owed notes payable of $1,~~569~~100,~~934~~000 ~~shares~~(2012 at- $~~.001~~1,100,000) ~~per~~to ~~share~~a ~~for~~company acontrolled ~~note~~by ~~receivable~~the Chief Executive Officer of the Company. The ~~expected~~notes ~~proceeds~~are ~~were~~unsecured, ~~recorded~~bear asinterest ~~subscriptions~~at ~~receivable~~prime plus 2% per annum, and are due on demand.

~~On June 30, 2008 the Company issued 11,000,000 shares at $~~9.~~001~~ ~~per~~Common ~~share for a note receivable. The expected proceeds were recorded as subscriptions receivable.~~Stock

On July 1524, ~~2008~~2013, the Company re-issued 41,000,000 shares atof ~~$.001~~common ~~per~~stock ~~share~~that ~~for~~were apreviously ~~note~~cancelled ~~receivable.~~in ~~The~~2011 ~~expected~~due ~~proceeds~~to ~~were~~a ~~recorded~~clerical ~~as subscriptions receivable~~error.

~~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.~~Commitments

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.

	(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:

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.


	Year		$
	2014		36,000
	2015		36,000
	2016		36,000
			108,000

~~Effective December 31, 2009, the major shareholder applied a portion of the unpaid management wages that were owed to him against share subscriptions receivable~~11. NoSecurity ~~subscriptions remain unpaid.~~Agreement

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 December 31, 2013 and 2012, ~~there~~the ~~were~~Company nohad ~~shares~~not ~~subject~~used tothe ~~options,~~line ~~warrants~~of ~~or other agreements~~credit.

~~Carlyle Gaming & Entertainment Ltd. Notes to the Consolidated Financial Statements December 31, 2012~~F-14

~~Note~~CARLYLE 10GAMING ~~Income~~& ~~taxes~~ENTERTAINMENT LTD. Notes to the Consolidated Financial Statements December 31, 2013 (Expressed in US dollars)

~~The Company provides deferred income taxes for differences between the tax reporting basis and the financial reporting basis of assets and liabilities~~12. ~~The~~Income impact of differences between the Company’s reported income tax provision on operating income and the benefit that would otherwise result from the application of statutory rates is noted below. As management cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the deferred tax asset has been recorded.Taxes

~~Income~~The ~~tax~~Company ~~recovery~~has ~~differs~~a ~~from~~net ~~that~~operating ~~which~~loss ~~would~~carryforward beof ~~expected~~$3,281,347 byavailable ~~applying~~to ~~the~~offset ~~effective~~taxable ~~rates~~income toin ~~net~~future ~~loss~~years aswhich ~~follows:~~commence expiring in fiscal 2027.

		2012			2011
Net loss before income taxes	$	(864,405	)	$	(615,371	)
		19.63%-			19.63%-
Tax rate		39.63%			39.63%
Income tax recovery at statutory rates	$	333,520		$	238,400
Adjustment for timing differences		680			400
Valuation allowance		(334,200	)		(238,800	)
Net income tax benefit	$	-		$	-

The Company is subject to United States federal and state income taxes at an approximate rate of 39%. The reconciliation of the recovery for income taxes at the United States federal statutory rate compared to the Company’s income tax recovery reported is as follows:

The net deferred tax asset is comprised of the following:


	2013		2012
	$		$
Net loss before taxes	(1,379,495	)	(864,405	)
Statutory rate	43%		39%

Expected tax recovery	589,045		334,200
Permanent differences and other	(98,151	)	–
Change in tax rates and true up	(391	)	–
Tax rate difference for foreign jurisdiction	(3,763	)	–
Change in valuation allowance	(486,740	)	(334,200	)

Income tax provision	–		–

		2012		2011
Net operating loss carried forward
$2,282,962 ($1,550,134 in 2011)	$	882,000	$	599,000
Intangible assets		63,000		13,800
Equipment		2,000		-
	$	947,000	$	612,800

The significant components of deferred income tax assets and liabilities at December 31, 2013 and 2012 are as follows:

The ability to apply these losses expires under normal circumstances from 2029 to 2032.


	2013		2012
	$		$
Net operating losses carried forward	1,304,455		882,000
Property and equipment	5,692		2,000
Intangible assets	123,593		63,000
Valuation allowance	(1,433,740	)	(947,000	)

Net deferred tax asset	–		–

~~Note~~The 11Company ~~Contingency~~is in arrears on filing its statutory income tax returns and it therefore has estimated the expected amount of loss carryforwards available once the outstanding returns are filed. The Company expects to have net operating loss carryforwards for income tax purposes available to offset future taxable income. In addition, the Company may be subject to penalties and interest for failure to file these returns and related schedules.

In13. ~~the~~Subsequent 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.Event

~~Note~~On 12April ~~Security~~7, 2014, the Company entered into a consulting agreement pursuant to which the Company will issue 101,000 common shares to the consultant for services rendered. These shares were issued on June 11, 2014.

~~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~~F-15

Carlyle Gaming & Entertainment Ltd. Notes to the Consolidated Financial Statements December 31, 2012

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.

Note 13 Correction of previously issued financial statements

During the year the Company changed transfer agents and an additional 3,024,000 shares were uncovered, presumably dating from the time when the Company was re-instated on July 17, 2007. The total shares outstanding are at this time were then 9,547,667 (previously stated as 6,523,667) but the value given was unchanged and recorded as $240,000. Accordingly, the retroactive adjustment involves increasing the amount allocated to common stock by $3,024 and reducing the amount allocated to additional paid in capital. The number of shares outstanding is unchanged since December 31, 2009 at 44,117,601 shares of common stock.. These financial statements retroactively correct that misstatement. A comparison to previous statements is as follows:

Consolidated Statement of Stockholders’ deficit and Balance Sheet

									Deficit
	Common Stock								Accumulated
						Additional			during the
						Paid in			development
		Shares		Amount		Capital			stage			Total
Balance January 1, 2011 as perviously stated		41,093,601	$	41,094	$	233,476		$	(970,674	)	$	(696,104	)
Restatement for increase in common stock outstanding		3,024,000		3,024		(3,024	)		-			-
Balance January 1, 2011 as restated		44,117,601	$	44,118	$	230,452		$	(970,674	)	$	(696,104	)

Filing Compare · Carlyle Gaming & Entertainment, Ltd.