0001144204-12-038519.txt : 20120709 0001144204-12-038519.hdr.sgml : 20120709 20120706181244 ACCESSION NUMBER: 0001144204-12-038519 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20120331 FILED AS OF DATE: 20120709 DATE AS OF CHANGE: 20120706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Carlyle Gaming & Entertainment, Ltd. CENTRAL INDEX KEY: 0000894847 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900] IRS NUMBER: 841210544 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20940 FILM NUMBER: 12951464 BUSINESS ADDRESS: STREET 1: 501 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-682-7888 MAIL ADDRESS: STREET 1: 501 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CLEAN X PRESS INC/ CO/ DATE OF NAME CHANGE: 19941118 FORMER COMPANY: FORMER CONFORMED NAME: PATENT PENDING INC DATE OF NAME CHANGE: 19940414 10-Q 1 v317631_10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended: March 31, 2012

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

For the Transition Period from ___________ to____________

Commission File Number: 0-20940

CARLYLE GAMING & ENTERTAINMENT LTD.

(Exact name of registrant as specified in its charter)

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

501 Fifth Avenue

New York, N.Y. 10017

(Address of principal executive offices and Zip Code)

(212) 682-7888

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No ¨

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

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

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

Yes¨ No x

As of June 28, 2012, there were 41,093,601 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18

Item 4.	Controls and Procedures.	18

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	19

Item 1A.	Risk Factors.	19

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	19

Item 3	Defaults Upon Senior Securities.	19

Item 4.	Mine Safety Disclosure.	19

Item 5.	Other Information.	19

Item 6.	Exhibits.	19

Signatures		20

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CARLYLE GAMING & ENTERTAINMENT LTD.

New York, New York

FINANCIAL REPORTS

March 31, 2012

CARLYLE GAMING & ENTERTAINMENT LTD.

New York, New York

TABLE OF CONTENTS

Consolidated Balance Sheets at March 31, 2012 (Unaudited) and December 31, 2011	5

Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011. (Unaudited)	6

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011. (Unaudited)	7

Notes to Consolidated Financial Statements	8

Carlyle Gaming & Entertainment Ltd.

Consolidated Financial Statements

March 31, 2012

Unaudited

Carlyle Gaming & Entertainment Ltd.

BALANCE SHEETS

(Unaudited)

As at March 31, 2012 and December 31, 2011

	March 31			December 31
	2012			2011
ASSETS
Current assets
Cash and cash equivalents, unrestricted	$	179,448		$	31,860
Cash and cash equivalents, restricted - Note 3		122,555			147,588
		302,003			179,448

Equipment - (net of accumulated depreciation) - Note 4		4,345			-
Goodwill on quasi reorganization - Note 5		240,000			240,000
Intangible asset rights to gaming software and domains (net of accumulated amortization) - Note 6		991,645			1,033,533
Total Assets	$	1,537,993		$	1,452,981

LIABILTIES
Current liabilities
Accrued liabilities	$	251,322		$	119,539
Accrued liabilities - related parties - Note 7		1,823,279			1,544,917
Notes payable to related party - Note 8		1,100,000			1,100,000
		3,174,601			2,764,456
Going Concern - Note 2
Contingency - Note 10
Security Agreement - Note - 11

Capital Stock - Note 9
Authorized:
100,000,000 common stock with a par value of $0.001
50,000 000 preferred stock without par value
Issued and outstanding
41,093,601 common stock		41,094			41,094
Additional paid in capital		233,476			233,476
		274,570			274,570
Defict accumulated during the development stage		(1,586,045	)		(1,586,045	)
Accumulated deficit		(325,133	)		-
Total Stockholders' Deficit		(1,636,608	)		(1,311,475	)
Total Liabilites and Stockholders' Deficit	$	1,537,993		$	1,452,981

See Accompanying Notes to the Financial Statements

Carlyle Gaming & Entertainment Ltd.

STATEMENTS OF OPERATIONS

For the three month period ended March 31, 2012 and 2011

(Unaudited)

	For the three			For the three
	months ended			months ended
	Mar 31, 2012			Mar 31, 2011

Revenues	$	122,555		$	-

Expenses
Advertising		5,000			-
Amortization and depreciation		52,009			-
Communications		53,491			-
Consulting		-			-
Filing fees		16,264			-
Interest to related party		16,267			15,311
Management salaries		160,000			135,000
Professional fees		60,850			2,000
Rent		30,500			-
Transfer agent		8,569			-
Travel, meetings and living		44,738			-
Total expenses		447,688			152,311

Net loss and comprehensive loss for the period	$	(325,133	)	$	(152,311	)

Basic and diluted loss per share	$	(0.01	)	$	(0.00	)

Weighted average number of shares outstanding		41,093,601			41,093,601

See Accompanying Notes to the Financial Statements

Carlyle Gaming & Entertainment Ltd.

STATEMENTS OF CASH FLOWS

For the three month period ended March 31, 2012 and 2011

(Unaudited)

	For the three			For the three
	months ended			months ended
	Mar 31, 2012			Mar 31, 2011
Operating activities
Net loss and comprehensive loss for the period	$	(325,133	)	$	(152,311	)
Amortization		52,009			-
Changes in non-cash working capital balances
Accrued liabilities		131,783			14,000
Accrued liabilities - related parties		278,362			146,743
Cash provided by (used in) operating activities		137,021			8,432

Investing activities
Purchase of equipment		(4,966	)
Purchase of software		(9,500	)		-
Cash provided by (used in) investing activities		(14,466	)		-

Increase (decrease) in total cash and cash equivalents		122,555			-
Less decrease in restricted cash		(25,033	)		-
		147,588			-
Cash and cash equivalents, beginning of the period		31,860			-
Cash and cash equivalents, end of the period	$	179,448		$	-

Supplemented disclosure of cash flow information:
Cash paid for:
Interest	$	16,267		$	15,311
Income taxes	$	-		$	-

See Accompanying Notes to the Financial Statements

Carlyle Gaming & Entertainment Ltd.

Consolidated Financial Statements

March 31, 2012

Unaudited

Note 1

Incorporation and quasi reorganization

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

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

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

On April 27, 2011, the Company incorporated a wholly owned Canadian subsidiary, Carlyle Interactive Ltd. with the purpose of processing bets in-house. The subsidiary has yet to commence active operations.

Note 2

Interim reporting

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, they include all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s audited December 31, 2011 financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 30, 2011 financial statements.

Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that can be expected for the year ending December 31, 2012.

Note 3

Significant Accounting policies

Basis of Presentation

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

Carlyle Gaming & Entertainment Ltd.

Consolidated Financial Statements

March 31, 2012

Unaudited

Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2012, the Company had not yet achieved profitable operations, has accumulated losses of $1,911,178 since its quasi reorganization. The Company expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Company. There are no current arrangements in place for equity funding or short-term loans

Revenue Recognition

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

Use of estimates

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

Development Stage Company.

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

Fair Value Measurements

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard established a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted ASC 825, “Financial Instruments”, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

Carlyle Gaming & Entertainment Ltd.

Consolidated Financial Statements

March 31, 2012

Unaudited

Financial Instruments

The carrying values of accrued liabilities, and accrued liabilities – related parties and notes due related parties approximates the fair value because of their short-term nature of these instruments or their interest rate. All of the Company’s cash balances are held with its payment processor in Costa Rica and such balance are not federally insured. The Company is exposed to credit risks of $179,448.

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

Goodwill

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

Other Intangibles

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.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with FASB ASC Topic, 360.10, Property, Plant and Equipment, Impairment or Disposal of Long-Lived Assets. This guidance requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. No impairment has been recognized in the accounts.

Carlyle Gaming & Entertainment Ltd.

Consolidated Financial Statements

March 31, 2012

Unaudited

Basic and Diluted Net Income (Loss) Per Share

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

Income Taxes

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

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at March 31, 2012 the Company had $302,003 of cash balances of which $122,555 were subject to a 12 week holdback ($Nil – 2011).

Derivative Instruments

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

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Carlyle Gaming & Entertainment Ltd.

Consolidated Financial Statements

March 31, 2012

Unaudited

Note 3

Restricted cash and operating cost

The Company has entered into a payment processing agreement with a company located in Costa Rica. The agreement included a trial period ending June 30, 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. After this trial period, the Company will pay 7% of all net earnings.

The payment processor holds the liability of paying the Company’s customers for all payouts. As such, they have required a guarantee from the Company’s CEO and Intercapital Management Ltd. for $250,000 in the event that payouts exceed the Company’s cash balance. In addition, during each 12 week period 30% of the revenue is held by the payment processor as a holdback against potential losses.

Note 4

Equipment

	January 1,				March 31,		Accumulated		Net book
	2012		Additions		2012		Depreciation		value

Computer hardware	$	-	$	4,966	$	4,966	$	621	$	4,345

Note 5

Goodwill on quasi reorganization

The Company was officially dissolved for 9 years starting November 1, 1998. On July 18, 2007, a plaintiff was granted guardianship by the District Court, Arapahoe County, State of Colorado, to gain full and absolute authority to conduct the affairs of the Company. The Company thus emerged from dissolution but without tangible assets or liabilities. Further, accumulated losses and additional paid in capital were indeterminable, as accounting records were not entered during the period of dissolution.

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

Carlyle Gaming & Entertainment Ltd.

Consolidated Financial Statements

March 31, 2012

Unaudited

Note 6

Rights to gaming software and domains

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

					Net Book		Net Book
			Accumlated		Value March		Value Dec 31
	Cost		Amortization		31, 2012		2011

E-commerce software	$	600,000	$	58,333	$	541,667	$	566,867
Gaming software		300,000		29,167		270,833		283,333
Customer accounts		200,000		29,167		170,833		183,333
Computer software		9,500		1,188		8,312		-
	$	1,109,500	$	117,855	$	991,645	$	1,033,533

Note 7

Accrued liabilities – related parties

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

	March 31		Dec 31
	2012		2011

Interest on notes	$	155,763	$	139,496
Management salaries		1,552,920		1,387,930
Miscellaneous payables		114,596		17,491
	$	1,823,279	$	1,544,917

Note 8

Notes payable to related party

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

Note 9

Capital stock

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

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

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

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

Carlyle Gaming & Entertainment Ltd.

Consolidated Financial Statements

March 31, 2012

Unaudited

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

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

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

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

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

As at March 31, 2012, there were no shares subject to options, warrants or other agreements.

Note 10

Contingency

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

Note 11

Security agreement

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

Note 12

Subsequent events

On March 15, 2012 the Company entered into a software purchase agreement with a software vendor located in Florida, USA to acquire an online Poker Software Suite. The total purchase price of the software is $70,000 USD plus 1.5% of the Company’s monthly revenue as support fee or $250,000 per annum whichever is greater for support services to the Company’s customers.

Subsequent to the quarter end, the agreement was jointly terminated.

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

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

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

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

Plan of Operation

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.

Results of Operation

For the three months ended March 31, 2012 compared to the three months ended March 31, 2011

Revenues and Profit

In the three month period ended March 31, 2012, Carlyle Gaming & Entertainment Ltd. had total revenue of $122,555, compared to total revenue of $0 for the same period in 2011. We expect to generate revenue as we expand our business operations.

The Company had $0 in gross profits for the three month period ended March 31, 2012, compared to $0 for the same period in 2011. We believe our business operations will be profitable once we begin to generate consistent revenue.

General and Administrative Expenses

For the three month period ended March 31, 2012, the Company’s advertising expenses have been $5,000, compensation expenses have been $160,000, general and administrative expenses have been $266,401, interest expenses were $16,267. For the same period in 2011, advertising expenses were $0, compensation expenses were $135,000, general and administrative expenses were $2,000 interest expenses were $15,311. Our expenses have increased due to our increase in general administrative expenses.

Net Loss

The net loss for the three month period ended March 31, 2012 was $(325,133), which was a increase from $(152,311) for the same period in 2011. This increase is attributable to the increase in general and administrative expenses.

Liquidity and Capital Resources

As of March 31, 2012, we financed our working capital requirements with existing cash balances and existing credit facilities primarily from Intercapital Management (Canada) Ltd. during such periods.

Our existing credit facility is the following:

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

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

Short Term (1-3 months)

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

Medium Term (3 – 12 months)

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

Long Term (2- 5 years)

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

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

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

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements our

independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.

Future Financing Requirements

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

Critical Accounting Policies and Estimates

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

Recently Issued Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Stock-Based Compensation

Stock-based compensation related to non-employees is recognized as compensation expense in the accompanying consolidated statements of operations and is based on the fair value of the services received or the fair value of the equity instruments issued, whichever is more readily determinable. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505, “Equity Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. We follow the provisions of FASB ASC 718. FASB ASC 718 requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). FASB ASC 718 also requires measurement of the cost of employee services received in exchange for an equity award based upon the grant-date fair value of the award.

Off Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

As of the end of the period covered by this Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation of our disclosure controls and procedures as of March 31, 2012, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and this information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures.

Management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting regarding a lack of adequate segregation of duties and concluded that such controls were not effective as of March 31, 2012.

Changes in Internal Control Over Financial Reporting

The Company is in the process of improving its internal control over financial reporting in an effort to remediate this material weakness by improving period-end closing procedures and requiring all period-end recurring and non-recurring adjustments be reviewed by the Chief Financial Officer.

As of March 31, 2012, there has been no change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on April 18, 2012.

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

There were no unregistered sales of the Company’s equity securities during the quarter ended March 31, 2012.

Item 3. Defaults Upon Senior Securities.

There were no defaults upon senior securities during the quarter ended March 31, 2012.

Item 4. Mine Safety Disclosure.

Not applicable.

Item 5. Other Information.

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

Item 6. Exhibits.

Exhibit No.		Description

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

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

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

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

*filed herewith

SIGNATURES

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

	CARLYLE GAMING & ENTERTAINMENT LTD.
	(Registrant)

Dated: July 6, 2012
	By:	/s/ Sandy J. Masselli, Jr.
		Name:	Sandy J. Masselli, Jr.
		Title:	Principal Executive Officer

Dated: July 6, 2012
	By:	/s/ Alexander Kennedy
		Name:	Alexander Kennedy
		Title:	Principal Financial Officer and Chief Accounting Officer

EX-31.1 2 v317631_ex31-1.htm EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Sandy J. Masselli Jr.., certify that:

1.	I have reviewed this Annual Report on Form 10-K of Carlyle Gaming & Entertainment Ltd. (the “Registrant”)

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.	The Registrant’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	designed such internal control over financial reporting, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptable accounting principles;

	c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, and evaluated the effectiveness of our internal control over financial reporting, and presented in this report our conclusions about the effectiveness of our internal control over financial reporting, as of the end of the period covered by this report based on such evaluation; and

	d)	disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function);

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date: July 6, 2012	By: /s/ Sandy J. Masselli Jr.
	Sandy J. Masselli, Jr.
	Chief Executive Officer and Chairman

EX-31.2 3 v317631_ex31-2.htm EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Alexander Kennedy, Chief Financial Officer and Director of Carlyle Gaming & Entertainment Ltd. (the “Registrant”), certify that:

1.	I have reviewed this annual report on Form 10-K of the Registrant;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.	The Registrant’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	designed such internal control over financial reporting, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptable accounting principles;

	c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, and evaluated the effectiveness of our internal control over financial reporting, and presented in this report our conclusions about the effectiveness of our internal control over financial reporting, as of the end of the period covered by this report based on such evaluation; and

	d)	disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function);

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date: July 6, 2012	By: /s/ Alexander Kennedy
	Alexander Kennedy
	Chief Financial Officer & Director

EX-32.1 4 v317631_ex32-1.htm EXHIBIT 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Carlyle Gaming & Entertainment Ltd.. (the “Registrant”) on Form 10-K for the fiscal year ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Sandy J. Masselli, Jr. Chief Executive Officer and Chairman, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

	(1)	The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Date: July 6, 2012	By:	/s/ Sandy J. Masselli, Jr.
		Sandy J. Masselli, Jr.
		Chief Executive Officer and Chairman

EX-32.2 5 v317631_ex32-2.htm EXHIBIT 32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Carlyle Gaming & Entertainment Ltd. (the “Registrant”) on Form 10-K for the fiscal year ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Alexander Kennedy, Chief Financial Officer and Director of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

	(1)	The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.


Date: July 6, 2012	By:	/s/ Alexander Kennedy
		Alexander Kennedy
		Chief Financial Officer & Director

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0 147588 <table style="margin-top: 0px; font: 10pt times new roman, times, serif; margin-bottom: 0px;" cellspacing="0" cellpadding="0"> <tr style="text-align: justify; vertical-align: top;"> <td style="text-align: left; width: 0.75in;">Note 1</td> <td style="text-align: justify;">Incorporation and quasi reorganization</td> </tr> </table>   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..   Since July 18, 2007, the Company has been in the development stage (see below), devoting its efforts to the establishment of an online gaming business.   On May 15, 2008, the Company changed its name to Carlyle Gaming & Entertainment Ltd. On that same day, the Directors authorized a reverse stock split of 1:15. These financial statements give retroactive effect to that roll back.   On April 27, 2011, the Company incorporated a wholly owned Canadian subsidiary, Carlyle Interactive Ltd. with the purpose of processing bets in-house. The subsidiary has yet to commence active operations.

<table style="margin-top: 0px; font: 10pt times new roman, times, serif; margin-bottom: 0px;" cellspacing="0" cellpadding="0"> <tr style="text-align: justify; vertical-align: top;"> <td style="text-align: left; width: 0.75in;">Note 3</td> <td style="text-align: justify;">Significant Accounting policies</td> </tr> </table>   Basis of Presentation   The Company’s consolidated financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The financial statements include the Carlyle Gaming & Entertainment Ltd. and Carlyle Interactive Ltd.   Going Concern   These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2012, the Company had not yet achieved profitable operations, has accumulated losses of $1,911,178 since its quasi reorganization. The Company expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Company. There are no current arrangements in place for equity funding or short-term loans   Revenue Recognition   The Company’s revenue consists of the betting wins less betting losses paid out and related charge backs. The Company recognizes revenue after those event have transpired, when its revenue can be reasonably determined and payment assured.   Use of estimates   The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.   Development Stage Company.   Prior to January 1, 2012, the company had started to earn revenues but had not achieved full operation. At the beginning of 2012, the Company finished the phase in part of its online operations was essentially fully operational. The Company has used January 1, 2012 as the date that it came out of the Development stage (as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-915, “Development Stage Entities”.   Fair Value Measurements   The Company follows ASC 820, “Fair Value Measurements and Disclosures,” for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard established a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company has adopted ASC 825, “Financial Instruments”, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.    Financial Instruments   The carrying values of accrued liabilities, and accrued liabilities – related parties and notes due related parties approximates the fair value because of their short-term nature of these instruments or their interest rate. All of the Company’s cash balances are held with its payment processor in Costa Rica and such balance are not federally insured. The Company is exposed to credit risks of $179,448.   The interest rate on the note payable to related party is a variable rate and, as such, the Company is exposed to interest risk on this instrument.   Goodwill   In recording goodwill, the Company follows the guidance under ASC Topic 350-20-25 “Intangibles – Goodwill and Other - Goodwill” wherein the excess reorganization value recognized by entities that adopt fresh-start reporting in accordance with ASC Topic 852 ‘Reorganizations’ shall be reported as goodwill and accounted for in the same manner as goodwill. Goodwill is tested for impairment on an annual basis.   Other Intangibles   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.   Impairment of Long-Lived Assets   The Company evaluates the recoverability of its fixed assets and other assets in accordance with FASB ASC Topic, 360.10, Property, Plant and Equipment, Impairment or Disposal of Long-Lived Assets. This guidance requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. No impairment has been recognized in the accounts.   Basic and Diluted Net Income (Loss) Per Share   The Company computes net loss per share in accordance with FASB ASC Topic 260, "Earnings Per Share". This topic requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive.   Income Taxes   The Company follows FASB ASC Topic 820, “Income Taxes” which requires the use of the asset and liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.   Cash and Cash Equivalents   The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at March 31, 2012 the Company had $302,003 of cash balances of which $122,555 were subject to a 12 week holdback ($Nil – 2011).   Derivative Instruments   The Company follows FASB ASC 815, “Derivatives and Hedges”. This standard establish accounting and reporting requirements for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.  The Company has not entered into derivative contracts to hedge existing risks or for speculative purposes.   Recent Accounting Pronouncements   The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

<table style="margin-top: 0px; font: 10pt times new roman, times, serif; margin-bottom: 0px;" cellspacing="0" cellpadding="0"> <tr style="text-align: justify; vertical-align: top;"> <td style="text-align: left; width: 0.75in;">Note 3</td> <td style="text-align: justify;">Restricted cash and operating cost</td> </tr> </table>   The Company has entered into a payment processing agreement with a company located in Costa Rica. The agreement included a trial period ending June 30, 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. After this trial period, the Company will pay 7% of all net earnings.   The payment processor holds the liability of paying the Company’s customers for all payouts. As such, they have required a guarantee from the Company’s CEO and Intercapital Management Ltd. for $250,000 in the event that payouts exceed the Company’s cash balance. In addition, during each 12 week period 30% of the revenue is held by the payment processor as a holdback against potential losses.

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Note 3 Assets, Current Assets, Current Assets, Current Property, Plant and Equipment, Net Equipment - (net of accumulated depreciation) - Note 4 Goodwill Goodwill on quasi reorganization - Note 5 Finite-Lived Intangible Assets, Net Intangible asset rights to gaming software and domains (net of accumulated amortization) - Note 6 Assets Total Assets Total Assets Liabilities [Abstract] LIABILTIES Accrued Liabilities, Current Accrued liabilities Accrued Liabilities Related Parties Current Accrued liabilities - related parties - Note 7 Carrying value as of the balance sheet date of obligations incurred and payable to related parties, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered Notes Payable, Related Parties, Current Notes payable to related party - Note 8 Liabilities, Current Liabilities, Current Liabilities, Current Going Concern Going Concern - Note 2 Represents entity's ability to continue as a going concern for a reasonable period of time (generally a year from the balance sheet date), disclose: (a) pertinent conditions and events giving rise to the assessment of substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time, (b) the possible effects of such conditions and events, (c) management's evaluation of the significance of those conditions and events and any mitigating factors, (d) possible discontinuance of operations, (e) management's plans (including relevant prospective financial information), and (f) information about the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities. Commitments and Contingencies Contingency - Note 10 Security Agreement Security Agreement - Note - 11 Represents loan and Security agreement with subsidiary includes term of agreements. Stockholders' Equity Attributable To Parent [Abstract] Capital Stock - Note 9 Common Stock, Value, Outstanding Authorized: 100,000,000 common stock with a par value of $0.001 50,000 000 preferred stock without par value Issued and outstanding 41,093,601 common stock Additional Paid In Capital, Common Stock Additional paid in capital Stockholders Equity Excluding Deficits Stockholders Equity Excluding Deficits Stockholders Equity Excluding Deficits Total value of the stockholder's equity excluding deficit accumulated during the development stage and accumulated deficit as of the balance sheet date. Development Stage Enterprise, Deficit Accumulated During Development Stage Defict accumulated during the development stage Defict accumulated during the development stage Retained Earnings (Accumulated Deficit) Accumulated deficit Stockholders' Equity Attributable To Parent Total Stockholders' Deficit Total Stockholders' Deficit Liabilities and Equity Total Liabilites and Stockholders' Deficit Total Liabilites and Stockholders' Deficit Balance Sheets Parenthetical [Abstract] Balance Sheets Parenthetical [Abstract] Common Stock, Shares Authorized Common stock, shares authorized Common Stock, Par Or Stated Value Per Share Common stock, par or stated value per share (in dollars per share) Preferred Stock, Shares Authorized Preferred stock, shares authorized Common Stock, Shares, Issued Common stock, shares, issued Common Stock, Shares, Outstanding Common stock, shares, outstanding Income Statement [Abstract] Income Statement [Abstract] Sales Revenue, Services, Net Revenues Operating Expenses [Abstract] Expenses Advertising Expense Advertising Depreciation, Depletion and Amortization, Nonproduction Amortization and depreciation Communication Communications Consulting Expenses Consulting Amount of fee charged for consulting services received by the entity. Legal Fees Filing fees Interest Expense, Related Party Interest to related party Management Salaries Management salaries Expenditures for salaries for management officers. Does not include allocated share-based compensation, pension and post-retirement benefit expense or other labor-related non-salary expense. Professional Fees Professional fees Operating Leases, Rent Expense Rent Transfer Agent Expenses Transfer agent Expenses incurred providing transfer agent services to corporations. Such services include maintaining records of investors and account balances and transactions, canceling and issuing certificates, processing investor mailings and dealing with any associated problems (i.e. lost or stolen certificates). Travel Meetings and Living Travel, meetings and living Expenses incurred for travel meetings and living during the period. Operating Expenses Total expenses Total expenses Net Income (Loss) Attributable To Parent Net loss and comprehensive loss for the period Net loss and comprehensive loss for the period Earnings Per Share, Basic and Diluted Basic and diluted loss per share (in dollars per share) Weighted Average Number Of Shares Outstanding Basic and Diluted One Weighted average number of shares outstanding (in shares) The average number of shares or units issued and outstanding that are used in calculating basic and diluted EPS. Statement Of Cash Flows [Abstract] Statement of Cash Flows [Abstract] Net Cash Provided By (Used In) Operating Activities [Abstract] Operating activities Amortization Amortization Increase (Decrease) In Operating Capital [Abstract] Changes in non-cash working capital balances Increase (Decrease) In Accrued Liabilities Accrued liabilities Increase Decrease In Accrued Liabilities Related Parties Current Accrued liabilities - related parties The increase (decrease) in accrued liabilities during the reporting period. Net Cash Provided By (Used In) Operating Activities Cash provided by (used in) operating activities Cash provided by (used in) operating activities Net Cash Provided By (Used In) Investing Activities, Continuing Operations [Abstract] Investing activities Payments To Acquire Machinery and Equipment Purchase of equipment Purchase of equipment Payments For Software Purchase of software Purchase of software Net Cash Provided By (Used In) Investing Activities, Continuing Operations Cash provided by (used in) investing activities Cash provided by (used in) investing activities Cash and Cash Equivalents, Period Increase (Decrease) Increase (decrease) in total cash and cash equivalents Increase (decrease) in total cash and cash equivalents Increase (Decrease) In Restricted Cash Less decrease in restricted cash Less decrease in restricted cash Cash and Cash Equivalents Period Increase Decrease Net Cash and Cash Equivalents Period Increase Decrease Net The increase (decrease) during the reporting period in cash and cash equivalents net, reducing restricted cash. Cash and Cash Equivalents Period Increase Decrease Net Supplemental Cash Flow Information [Abstract] Supplemented disclosure of cash flow information: Interest Paid Interest Income Taxes Paid Income taxes Incorporation and Quasi Reorganization [Abstract] Incorporation and Quasi Reorganization [Abstract] Incorporation and Quasi Reorganization [Text Block] The entire disclosure for incorporation and quasi reorganization. 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Restricted cash and operating cost

3 Months Ended

Mar. 31, 2012

Restricted Cash and Operating Cost [Abstract]

Restricted Cash and Operating Cost [Text Block]

Note 3

Restricted cash and operating cost

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Significant Accounting policies

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 3

Significant Accounting policies

Basis of Presentation

Going Concern

Revenue Recognition

Use of estimates

Development Stage Company.

Fair Value Measurements

Financial Instruments

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

Goodwill

Other Intangibles

Impairment of Long-Lived Assets

Basic and Diluted Net Income (Loss) Per Share

Income Taxes

Cash and Cash Equivalents

Derivative Instruments

Recent Accounting Pronouncements

- Definition

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

XML 16 R2.htm IDEA: XBRL DOCUMENT

BALANCE SHEETS (USD $)	Mar. 31, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents, unrestricted	$ 179,448	$ 31,860
Cash and cash equivalents, restricted - Note 3	122,555	147,588
Assets, Current	302,003	179,448
Equipment - (net of accumulated depreciation) - Note 4	4,345	0
Goodwill on quasi reorganization - Note 5	240,000	240,000
Intangible asset rights to gaming software and domains (net of accumulated amortization) - Note 6	991,645	1,033,533
Total Assets	1,537,993	1,452,981
LIABILTIES
Accrued liabilities	251,322	119,539
Accrued liabilities - related parties - Note 7	1,823,279	1,544,917
Notes payable to related party - Note 8	1,100,000	1,100,000
Liabilities, Current	3,174,601	2,764,456
Going Concern - Note 2
Contingency - Note 10
Security Agreement - Note - 11
Capital Stock - Note 9
Authorized: 100,000,000 common stock with a par value of $0.001 50,000 000 preferred stock without par value Issued and outstanding 41,093,601 common stock	41,094	41,094
Additional paid in capital	233,476	233,476
Stockholders Equity Excluding Deficits	274,570	274,570
Defict accumulated during the development stage	(1,586,045)	(1,586,045)
Accumulated deficit	(325,133)	0
Total Stockholders' Deficit	(1,636,608)	(1,311,475)
Total Liabilites and Stockholders' Deficit	$ 1,537,993	$ 1,452,981

XML 17 R6.htm IDEA: XBRL DOCUMENT

Incorporation and quasi reorganization

3 Months Ended

Mar. 31, 2012

Incorporation and Quasi Reorganization [Abstract]

Incorporation and Quasi Reorganization [Text Block]

Note 1

Incorporation and quasi reorganization

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

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Interim reporting

3 Months Ended

Mar. 31, 2012

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information [Text Block]

Note 2

Interim reporting

Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that can be expected for the year ending December 31, 2012.

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References+ Details

XML 20 R3.htm IDEA: XBRL DOCUMENT

BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par or stated value per share (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Common stock, shares, issued	41,093,601	41,093,601
Common stock, shares, outstanding	41,093,601	41,093,601

- Definition

Total number of shares of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares represent the ownership interest of the common shareholders. Shares outstanding equals shares issued minus shares held in treasury and other adjustments, if any.

+ References+ Details

XML 21 R17.htm IDEA: XBRL DOCUMENT

Security agreement

3 Months Ended

Mar. 31, 2012

Security Agreement [Abstract]

Security Agreement [Text Block]

Note 11

Security agreement

XML 22 R1.htm IDEA: XBRL DOCUMENT

Document And Entity Information	3 Months Ended
Document And Entity Information	Mar. 31, 2012	Jun. 28, 2012
Entity Registrant Name	Carlyle Gaming & Entertainment, Ltd.
Entity Central Index Key	0000894847
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	cgme
Entity Common Stock, Shares Outstanding		41,093,601
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

XML 23 R18.htm IDEA: XBRL DOCUMENT

Subsequent events

3 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 12

Subsequent events

Subsequent to the quarter end, the agreement was jointly terminated.

XML 24 R4.htm IDEA: XBRL DOCUMENT

STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
STATEMENTS OF OPERATIONS (USD $)	Mar. 31, 2012	Mar. 31, 2011
Revenues	$ 122,555	$ 0
Expenses
Advertising	5,000	0
Amortization and depreciation	52,009	0
Communications	53,491	0
Consulting	0	0
Filing fees	16,264	0
Interest to related party	16,267	15,311
Management salaries	160,000	135,000
Professional fees	60,850	2,000
Rent	30,500	0
Transfer agent	8,569	0
Travel, meetings and living	44,738	0
Total expenses	447,688	152,311
Net loss and comprehensive loss for the period	$ (325,133)	$ (152,311)
Basic and diluted loss per share (in dollars per share)	$ (0.01)	$ 0.00
Weighted average number of shares outstanding (in shares)	41,093,601	41,093,601

XML 25 R12.htm IDEA: XBRL DOCUMENT

Rights to gaming software and domains

3 Months Ended

Mar. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

Note 6

Rights to gaming software and domains

					Net Book		Net Book
			Accumlated		Value March		Value Dec 31
	Cost		Amortization		31, 2012		2011

E-commerce software	$	600,000	$	58,333	$	541,667	$	566,867
Gaming software		300,000		29,167		270,833		283,333
Customer accounts		200,000		29,167		170,833		183,333
Computer software		9,500		1,188		8,312		-
	$	1,109,500	$	117,855	$	991,645	$	1,033,533

- Definition

The entire disclosure for all or part of the information related to intangible assets.

+ References+ Details

XML 26 R11.htm IDEA: XBRL DOCUMENT

Goodwill on quasi reorganization

3 Months Ended

Mar. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill Disclosure [Text Block]

Note 5

Goodwill on quasi reorganization

XML 27 R15.htm IDEA: XBRL DOCUMENT

Capital stock

3 Months Ended

Mar. 31, 2012

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]