---

UNITED STATESSECURITIES AND

EXCHANGE COMMISSIONWASHINGTON, DC 20549 FORM 10-Q [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934 For the quarterly period ended: September 30, 2011 [   ] 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 Incorporation or Organization)

   (IRS Employer Identification Number)
 501 Fifth AvenueNew York, NY 10017(Address of

Principal Executive Offices) 212-682-7888(Registrant Telephone Number, Including Area

Code) N/A(Former Name, Former Address and Former Fiscal Year, If

Changed Since Last Report) 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 preceding 12

months (or for such shorter period that the registrant was required to file such reports), 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 [   ]

No [   ] 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 the definitions of

“large accelerated filer,” “accelerated filer” and “smaller reporting

company” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer [   ]

   Accelerated Filer [   ]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 ] Indicate the number of shares outstanding of each of the issuer’s classes

of common stock, as of the latest practicable date: The Issuer had 41,093,601 shares of Common Stock, par

value $.001, outstanding as of August 14, 2011. 1


---

TABLE OF CONTENTS PART I: FINANCIAL INFORMATIONItem 1: Financial Statements

   F-1Item 2: Management’s Discussion and Analysis of Financial Condition

and Results of Operations

   5Item 3: Quantitative and Qualitative Disclosures About

Market Risk

   17Item 4: Controls and Procedures

   18PART II: OTHER INFORMATIONItem 1: Legal Proceedings

   19Item 1A: Risk Factors

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

   19Item 3: Defaults Upon Senior Securities

   19Item 4: Reserved

   19Item 5: Other Information

   20Item 6: Exhibits

   20SIGNATURES

   20 2
    SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report on Form 10-Q (this “Report”) includes

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section

27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking

statements include statements concerning our plans, objectives, goals, strategies, future events, future

revenues or performance, capital expenditures, financing needs and other information that is not historical

information and, in particular, appear in the section entitled “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” and elsewhere in this Report. When used in

this Report, the words “estimates,” “expects,” “anticipates,”

“forecasts,” “plans,” “intends,” “believes,”

“seeks,” “may,” “will,” “should” and variations of these words

or similar expressions (or the negative versions of any these words) are intended to identify forward-looking

statements. 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. All forward-looking

statements, including, without limitation, management’s examination of historical operating trends, are

based upon our current expectations and various assumptions. Our expectations, beliefs and projections are

expressed in good faith and we believe there is a reasonable basis for them. There are a number of risks and uncertainties that could cause

our actual results to differ materially from the results referred to in the forward-looking statements

contained in this Report. Important factors outside the scope of our control could cause our actual results to

differ materially from the results referred to in the forward-looking statements we make in this Report.

Without limiting the foregoing, if we are unable to acquire approvals or consents from third parties or

governmental authorities with respect to our new business model, our plans to commence our new business may

become irrevocably impaired. 3


---

All forward-looking statements included herein are expressly

qualified in their entirety by the cautionary statements contained or referred to in this Report. Except to

the extent required by applicable laws and regulations, the Company undertakes no obligation to update these

forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the

occurrence of unanticipated events. Unless otherwise provided in this Report, references to the

“Company,” the “Registrant,” the “Issuer,” “we,”

“us,” and “our” refer to Carlyle Gaming & Entertainment Ltd.. 4


---

CARLYLE GAMING & ENTERTAINMENT LTD.(A DEVELOPMENT STAGE

COMPANY)(A COLORADO CORPORATION)New York, New York

FINANCIAL REPORTSATSeptember 30, 2011

F-1

---

CARLYLE GAMING & ENTERTAINMENT LTD.(A DEVELOMENT STAGE

COMPANY)(A COLORADO CORPORATION)New York, New York

TABLE OF CONTENTSInterim Balance Sheets at September 30, 2011 (Unaudited)

and December 31, 2010

   F-3Interim Statements of Operations for the nine Months Ended September30, 2011 and 2010 and the Period from Quasi Reorgization (September18, 2007) Through September 30, 2011

   F-4Interim Statements of Stockholders' Equity for the Period from Quasi Reorgization, June 17, 2007 to September 30,

    2011
  F-5 - 6Interim Statements of Cash Flows for the nine Months Ended September 30, 2011 and 2010 and the Period from Quasi Reorgization (September18, 2007) Through September 30, 2011

   F-7Notes to Interim Financial Statements

F-8 - 13


F-2

---

Carlyle Gaming & Entertainment Ltd.(A Development Stage Company)

INTERIM BALANCE SHEETS(Uaudited)As at September 30, 2011 and December 31, 2010 Sept 30

   

   

   

   December 312011

   

   

   

   2010ASSETSCurrentAccounts receivable

   $

   206,364

   

   

   $

   -Intangible asset - Note 4Rights to gaming software and domains

   

   1,100,000

   

   

   

   1,100,000Total Assets

   $

   1,306,364

   

   

   $

   1,100,000LIABILTIESCurrent liabilitiesAccounts payable and accrued liabilities

   $

   279,360

   

   

   $

   35,500Accrued liabilities - related parties - Note 5

   

   1,326,130

   

   

   

   894,080Notes payable to related party - Note 6

   

   1,100,000

   

   

   

   1,100,0002,705,490

   

   

   

   2,029,580Going Concern - Note 3Contingency - Note 8STOCKHOLDERS' DEFICITCapital Stock - Note 7Authorized:100,000,000 common stock with a par value of $0.00150,000 000 preferred stock without par valueIssued and outstanding41,093,601 common stock

   

   41,094

   

   

   

   41,094Defict accumulated during the development stage

   

   (1,440,220

   )

   

   

   (970,674

   )Total Stockholders' Deficit

   

   (1,399,126

   )

   

   

   (929,580

   )Total Liabilites and Stockholders'

Deficit

   $

   1,306,364

   

   

   $

   1,100,000
 See Accompanying Notes to the Financial Statements F-3


---

Carlyle Gaming & Entertainment Ltd.(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONSFor the three and nine month periods ended September 30, 2011 and 2010

And for the period from quasi reorganization June 18, 2007 to September 30, 2011 (Unaudited) For the periodfrom quasireorganization,For the three months

   

   

   

   For the nine months

   

   

   

   June 18, 2007 toEnded September 30

   

   

   

   Ended September 30

   

   

   

   September 30,2011

   

   

   2010

   

   

   

   2011

   

   

   

   2010

   

   

   

   2011Gaming Revenue

   $

   690,408

   

   

   $

   -

   

   

   $

   690,408

   

   

   $

   690,408

   

   

   $

   690,408Payouts

   

   658,428

   

   

   

   -

   

   

   

   658,428

   

   

   

   -

   

   

   

   658,42831,980

   

   

   

   -

   

   

   

   31,980

   

   

   

   -

   

   

   

   31,980ExpensesConsulting

   

   5,000

   

   

   

   -

   

   

   

   5,000

   

   

   

   -

   

   

   

   5,000Interest to related party

   

   16,065

   

   

   

   15,245

   

   

   

   47,059

   

   

   

   44,657

   

   

   

   124,733Office and sundry

   

   17,567

   

   

   

   -

   

   

   

   32,885

   

   

   

   -

   

   

   

   32,885Management salaries

   

   135,000

   

   

   

   122,500

   

   

   

   405,000

   

   

   

   367,500

   

   

   

   1,275,000Professional fees

   

   6,409

   

   

   

   2,000

   

   

   

   11,582

   

   

   

   6,000

   

   

   

   34,582Total expenses

   

   180,041

   

   

   

   139,745

   

   

   

   501,526

   

   

   

   418,157

   

   

   

   1,472,200Net loss and comprehensive loss for the period

   $

   (148,061

   )

   

   $

   (139,745

   )

   

   $

   (469,546

   )

   

   $

   (418,157

   )

   

   $

   (1,440,220

   )Basic and diluted loss per share

   $

   (0.00

   )

   

   $

   (0.00

   )

   

   $

   (0.01

   )

   

   $

   (0.01

   )Weighted average number of shares outstanding

   

   41,093,601

   

   

   

   41,093,601

   

   

   

   41,093,601

   

   

   

   41,093,601
 See Accompanying Notes to the Financial Statements F-4


---

Carlyle Gaming & Entertainment Ltd.(A Development Stage

Company)INTERIM STATEMENT OF STOCKHOLDERS' EQUITYFor the period from quasi reorganization, June 18,

2007 to September 30, 2011 (Unaudited) DeficitAccumulatedShare

   

   

   

   during theCommon Stock

   

   

   

   subscriptions

   

   

   

   developmentShares

   

   

   

   Amount

   

   

   

   receivable

   

   


   

   stage

   

   

   

   TotalJune 18, 2007, quasi re-organization

   

   6,523,667

   

   

   $

   6,524

   

   

   

   

   

   

   $

   -

   

   

   $

   6,524Net loss and comprehensive loss, December 31, 2007

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   (1,500

   )

   

   

   (1,500

   )Balance, December 31, 2007

   

   6,523,667

   

   

   

   6,524

   

   

   

   -

   

   

   

   (1,500

   )

   

   

   5,024Issuance of shares for cash to be received, May 15, 2008

   

   1,569,934

   

   

   

   1,570

   

   

   

   (1,570

   )

   

   

   

   

   

   

   -Issuance of shares for cash to be received,

June 30, 2008

   

   11,000,000

   

   

   

   11,000

   

   

   

   (11,000

   )

   

   

   -

   

   

   

   -Issuance of shares for cash to be received, July 15, 2008

   

   4,000,000

   

   

   

   4,000

   

   

   

   (4,000

   )

   

   

   -

   

   

   

   -Issuance of shares for cash to be received,

October 10, 2008

   

   3,750,000

   

   

   

   3,750

   

   

   

   (3,750

   )

   

   

   -

   

   

   

   -Net loss and comprehensive loss, December 31, 2008

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   (2,000

   )

   

   

   (2,000

   )Balance, December 31, 2008

   

   26,843,601

   

   

   

   26,844

   

   

   

   (20,320

   )

   

   

   (3,500

   )

   

   

   3,024Continued
 See Accompanying Notes to the Financial Statements F-5


---

Carlyle Gaming & Entertainment Ltd.(A Development Stage

Company)INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (continued) For the period from re-organization,

June 18, 2007 to September 30, 2011 (Unaudited) DeficitShare

   

   

   

   AccumulatedCommon Stock

   

   

   

   subscriptions

   

   

   

   during theShares

   

   

   

   Amount

   

   

   

   receivable

   

   

   

   development

   

   

   

   TotalBalance, December 31, 2008

   

   26,843,601

   

   

   

   26,844

   

   

   

   (20,320

   )

   

   

   (3,500

   )

   

   

   3,024Issuance of shares for cash to be received, Feb 16, 2009,

   

   13,000,000

   

   

   

   13,000

   

   

   

   (13,000

   )

   

   

   -

   

   

   

   -Issuance of shares for cash to be received,

May 11, 2009,

   

   1,250,000

   

   

   

   1,250

   

   

   

   (1,250

   )

   

   

   -

   

   

   

   -34,569,934 common stock issued for debt on share subscriptions

   

   -

   

   

   

   -

   

   

   

   34,570

   

   

   

   -

   

   

   

   34,570Net loss and comprehensive loss, December 31,

2009

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   (388,569

   )

   

   

   (388,569

   )Balance, December 31, 2009

   

   41,093,601

   

   

   

   41,094

   

   

   

   -

   

   

   

   (392,069

   )

   

   

   (350,975

   )Net loss and comprehensive loss, December 31, 2010

   

   -

   

   

   

   -

   

   

   

   -

   

   

   

   (578,605

   )

   

   

   (578,605

   )Balance, December 31, 2010

   

   41,093,601

   

   

   

   41,094

   

   

   

   -

   

   

   

   (970,674

   )

   

   

   (929,580

   )Net loss and comprehensive loss, September 30,

2011

   

   

   

   

   

   

   

   

   

   

   

   

   

   (469,546

   )

   

   

   (469,546

   )Balance, September 30, 2011

   

   41,093,601

   

   

   $

   41,094

   

   

   $

   -

   

   

   $

   (1,440,220

   )

   

   $

   (1,399,126

   )
 See Accompanying Notes to the Financial Statements F-6


---

Carlyle Gaming & Entertainment Ltd.(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWSFor the nine month periods ended September 30, 2011 and 2010 And

for the period from quasi reorganization June 18, 2007 to September 30, 2011 (Unaudited) For the periodfrom quasireorganization,For the nine months

   

   

   

   June 18, 2007 toEnded September 30

   

   

   

   September 30,2011

   

   

   

   2010

   

   

   

   2011Operating activitiesNet loss and comprehensive loss for the period

   $

   (469,546

   )

   

   $

   (418,157

   )

   

   $

   (1,440,220

   )Changes in non-cash working capital balancesAccounts receivable

   

   (206,364

   )

   

   

   -

   

   

   

   (206,364

   )Accounts payable and accrued liabilities

   

   243,860

   

   

   

   4,000

   

   

   

   279,360Accrued liabilities - related parties

   

   432,050

   

   

   

   414,157

   

   

   

   1,367,224Cash provided by (used in) operating

activities

   

   -

   

   

   

   -

   

   

   

   -Investing activitiesPurchase of rights to gaming software

   

   -

   

   

   

   -

   

   

   

   -Cash provided by (used in) investing

activities

   

   -

   

   

   

   -

   

   

   

   -Financing activitesNotes payable

   

   -

   

   

   

   -

   

   

   

   -Cash provided by (used in) financing

activities

   

   -

   

   

   

   -

   

   

   

   -Increase (decrease) in cash and cash

equivalents during the period

   

   -

   

   

   

   -

   

   

   

   -Cash and cash equivalents, beginning of the period

   

   -

   

   

   

   -

   

   

   

   -Cash and cash equivalents, end of the

period

   $

   -

   

   

   $

   -

   

   

   $

   -Supplemented disclosure of cash flow

information:Non-cash Financing ActivitiesRecognition of goodwill and 6,523,667 shares of common

stock

   $

   -

   

   

   $

   -

   

   

   $

   240,00034,569,934 shares issued for debt

   $

   -

   

   

   $

   -

   

   

   $

   34,570Cash paid for:Interest

   $

   47,059

   

   

   $

   44,657

   

   

   $

   124,733Income taxes

   $

   -

   

   

   $

   -

   

   

   $

   -
 See Accompanying Notes to the Financial Statements F-7


---

Carlyle Gaming & Entertainment Ltd.Interim Financial StatementsSeptember 30, 2011Unaudited
  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. 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, 2010

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, 2010 financial

statements. Operating results for the nine months ended September 30, 2011 are not

necessarily indicative of the results that can be expected for the year ending December 31, 2011. Note 3

   Significant Accounting policies
 Basis of Presentation The Company’s 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 Company chose December 31 as its fiscal year end. 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 F-9    Carlyle Gaming & Entertainment Ltd.Interim Financial StatementsSeptember 30, 2011Unaudited
 Going Concern - continued should the Company be unable to continue as a going concern. At September 30,

2011, the Company had not yet achieved profitable operations, has accumulated losses of $1,440,220 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 recognizes revenue when a contract is in place, goods and services

are delivered to the purchaser and collectability is reasonably 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. 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. F-10    Carlyle Gaming & Entertainment Ltd.Interim Financial StatementsSeptember 30, 2011Unaudited
 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. Management is of the opinion that the Company is not exposed to

significant currency or credit risks arising from these 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. Development Stage Company. The Company is a development stage company as defined in the Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

205-915, “Development Stage Entities”.The Company is still in the developmental stage,

devoting substantially all of its present efforts to establish its business and its planned principal

operations have not commenced, as only one subsidiary has started to realize some revenues but has not

achieved full operations. All losses accumulated since re-organization have been considered as part of the

Company’s development stage activities. 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 will begin when the software is ready for its intended use and calculated on a straight line

basis over its estimated useful life. 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.
 F-10
    Carlyle Gaming & Entertainment Ltd.Interim Financial StatementsSeptember 30, 2011Unaudited
 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 June 30, 2011 and December 31, 2010, the

Company did not have any cash equivalents. Derivative Instruments The Company follows FASB ASC 815, “Derivatives and Hedges”.This standard establish accounting and reporting requirements for derivative instruments, including

certain derivative instruments embedded in other contracts, and for hedging activities. They require that an

entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those

instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a

hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative

with the recognition of (i) the changes in the fair value of the hedged asset or liability that are

attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a

derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of

change. The Company has not entered into derivative contracts to hedge existing risks or for speculative

purposes. Recent Accounting Pronouncements The Company adopts new pronouncements relating to generally accepted accounting

principles applicable to the Company as they are issued, which may be in advance of their effective date.

Management does not believe that any recently issued, but not yet effective accounting standards, if currently

adopted, would have a material effect on the accompanying financial statements. Note 4

   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 site just

became operational at the end of this period. F-11
    Carlyle Gaming & Entertainment Ltd.Interim Financial StatementsSeptember 30, 2011Unaudited
  Note 5

   Accrued liabilities – related parties
 Accrued liabilities, due to related parties, consist of the following: September 30

   

   

   

   December 312011

   

   

   

   2010Interest on notes

   $

   124,733

   

   

   $

   77,674Management salaries

   

   1,201,397

   

   

   

   816,406$

   1,326,130

   

   

   $

   894,080
  Note 6

   Notes payable to related party
 The notes payable are due to a director and major shareholder and bear interest

at prime plus 2%. Although payable on demand, such demand for repayment shall not be made by the lender until

the earlier of (1) December 31, 2011 or (2) the date upon which the Company is in receipt of revenue from

sales of products or services or sale of equity securities. Note 7

   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. 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. F-12
    Carlyle Gaming & Entertainment Ltd.Interim Financial StatementsSeptember 30, 2011Unaudited
 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 September 30, 2011, there were no shares subject to options, warrants or

other agreements. Note 8

   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 9

   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 our

Chief Executive Officer. F-13
      Item 2: Management’s Discussion and Analysis of Financial Condition

and Results of Operations The following discussion of the financial condition and results of operations

of the Company should be read in conjunction with the financial statements and the related notes thereto

included elsewhere in this Report. This Report contains certain forward-looking statements and the Company's

future operating results could differ materially from those discussed herein. Certain statements contained in

this Report, including, without limitation, statements containing the words "believes", "anticipates,"

"expects" 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 the Company intends to issue “penny stock,” as such term

is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is 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 the 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 not to place undue reliance on such

forward-looking statements. The Company disclaims 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. Introduction 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. 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. . Our Business 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. On April 3, 2011, we

established a Canadian subsidiary Carlyle Interactive Ltd. Carlyle Interactive Ltd. has been established to engage in the design,

development, manufacturing, distribution and sale of technology based gaming solutions for the regulated

gaming industry worldwide. Carlyle Interactive Ltd. solutions are server-based and utilizes a multi-gaming

platform and hardware architecture, such as electronic gaming tables, multi gaming terminals and mobile gaming

devices. Carlyle Interactive Ltd. software allows the licensed user a central reporting module that protects

the integrity of an entire gaming operations network by tracking gaming revenue for auditing and taxing

purposes. 5
     Carlyle Interactive Ltd. solutions are designed to improve gaming operator

profitability, productivity and security while providing players with popular and cutting-edge gaming

entertainment content and maximizing their playing experience. Carlyle Interactive Ltd. utilizing the latest

technology will develop gaming solutions and services for Carlyle Gaming & Entertainment Ltd. in the

markets it currently serves as well as to address new domestic and international opportunities. Carlyle Interactive Ltd. solutions allow casino and other gaming venue

operators to improve profitability, productivity and security. 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. 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. 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 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 September1, 2008, the Company entered into a Common Stock Purchase Agreement

with Dobrosoft Ltd. and Dobrosoft Ltd. shareholders; Mr. Vinko Dobrosevic, Mr. Spiros 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 July 2009, the Company purchased one hundred (100%) of the business rights

including Domain names, trademarks, proprietary software source codes and company intellectual property of

SJCG Company Limited for $300,000 cash. 6
     In November 2009, the company purchased all of the credit card clearing

operations from SJCG Company Limited for $800,000. in cash. We commenced our current operations in September 2010 and launched two web

sites: www.betcarlyle.com and www.carlylegaming.com. 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. CARLYLE 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. CARLYLE earns income through revenues associated with the wagering activities

of its Online Casino users. 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. Revenues From inception through September 30, 2011, the Company has had total revenue of

$690,408. In the nine month period ended September 30, 2011, Carlyle  had total revenue of $$690,408, compared

to total revenue of $0 in the nine month period ended September 30, 2010.  In the six month period ended June

30, 2011, Carlyle had total revenue of $0, compared to total revenue of $0 in the six month period ended June

30, 2010.  The increase in revenue for  fiscal year ended December 31, 2011 is attributable to the

Companys websites accepting wagers as of September 19 , 2011. Subsequent to the period ended September 30, 2011, the Company has had

additional total revenue of $2,442,011 to date. In the nine month period ended September 30, 2011, Carlyle  had total expenses

of $501,526 compared to total expenses of $418,157 in the nine month period ended September 30, 2010. In the

six month period ended June 30, 2011, Carlyle had total expenses of $180,041 , compared to total expenses of

$139,745 in the six month period ended June 30, 2010.  The increase in expenses for fiscal year ended December

31, 2011 is attributable to the Companys websites accepting wagers as of September 19 , 2011. 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. 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 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. business, revenues, operating results and financial

condition. Industry Regulations/Standards 7
     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. Company Website We maintain a website at www.carlylegaming.com Financial Condition, Liquidity and Capital Resources 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 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. 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. 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 8
     continue as a going concern. At December 31, 2010, the Company had not yet

achieved profitable operations, has accumulated losses of $970,674 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. While the U.K. and other European countries such as Malta and

Gibraltar are adopting a regulated online gaming approach, there are some opposing views. Some countries,

including Italy, Germany and France, where there are state-owned monopolies, are taking action aimed at

banning foreign online gaming operators. Such actions by these European Union (E.U.) member states are in

conflict with a decision of the European Court of Justice that challenges the monopolies and 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. There is no

indication that any such directives will be introduced in the near term. In the meantime, however, the EC has

initiated infringement proceedings against some member states in relation to perceived breaches of Articles 43

and 49 of the EC Treaty (which articles enshrine the principles of freedom of establishment and movement of

services). Any decision of the European Court of Justice or legislation promulgated by the EC that effectively

prohibits online gaming in E.U. member states could have a severe material adverse effect on our business,

revenues, operating results and financial condition. As companies and consumers involved in Internet gaming are

located around the globe, including our licensees and their players, there is uncertainty regarding which

government has authority to regulate or legislate the industry. Legislation designed to prohibit Internet

gaming was enacted on October 13, 2006 in the United States (UIGEA), and may be adopted in other

jurisdictions. 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. 9
     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. Some of these developments can be considered as positive and some as

negative. 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. However, there

is no assurance that the U.K. regulatory regime as interpreted by the Gambling Commission, the Gambling

Act’s regulator, will provide a commercially-viable market and may create restrictions that would have a

material adverse effect on Carlyle Gaming's customers, business, revenues, operating results and/or financial

condition. 10    Continental Europe France and Germany: France and Germany in particular appear to be moving towards

imposing greater restrictions on internet gaming operators, both by virtue of proposed changes to legislation

and through heightened enforcement measures. In Septemberof 2008, according to the French budget minister,

France is set to begin a “controlled opening up” of online gambling markets over the next 18

months. It is possible that adverse legal developments in these countries could have a material adverse impact

on the Company . 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. Italy: Recent willingness by the Italian government to regulate

certain forms of Internet gaming could be perceived as indicative of a liberalization of the Internet gaming

industry as a whole in that country. However, at present, the form of regulation put forward has failed to

create attractive market conditions for many operators. As such, notwithstanding the fact that this market may

appear to be liberalizing, in practice, they have not liberalized in a manner, or to a degree, that is helpful

to the Company. Spain: Madrid’s regional government has recently implemented

new legislation to regulate Internet gaming but it only permits services to be supplied by the licensed entity

to Madrid residents. Therefore obtaining a license may be of little commercial value to the Company. Other

regions may follow suit. However Spain historically has taken little or no enforcement action against

operators of Internet gaming which are based outside the jurisdiction. There is no guarantee however that this

position will remain the same if the system of regulation becomes more widespread (so as to create a value in

obtaining a license). 11
     Holland: The Dutch market and the Dutch government has consistently

taken steps to support and protect Holland Casino’s monopoly including taking legal action against

Internet gaming operators. In the event that the Dutch government seeks to take further steps to protect the

online business of Holland Casino by discouraging other operators from operating in the Dutch marketplace,

either through changes in legislation or enforcement measures, the Company’s intended operations in the

Dutch marketplace could be adversely impacted. Scandinavia: Governments in most Scandinavian countries have attempted to

discourage their citizens from gambling with online operators by taxing their citizens’ winnings.

Generally speaking, winnings realized through a state sponsored operator are not taxable, but winnings from

other sources can be subject to inconsistent application of taxation law in relation to domestic and

non-domestic products in the E.U. Until such time as the tax authorities in the various countries make an

official pronouncement on the manner in which these tax laws will be applied, it is unclear as to what impact

these tax policies will have on the business of the Company. In Norway, The government banned online gambling

in December 2008, a ban that come into force by the end of 2009. The ban, challenged by the E.U., means only

state-owned gambling services will remain legal. In Denmark, the state monopoly on online gambling is being

reconsidered by Danish government in light of European Union criticism. 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. We intend to derive our revenues from sources outside of the U.S. 12    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 affect 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. 13
     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. 14
     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 will 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. 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. 15
     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. 16
     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. 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. 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. 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 Not Applicable. 17
     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, 2011, 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 September30,

2011. 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 September30, 2011, 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. 18
    PART II: OTHER INFORMATION Item 1: Legal Proceedings The Company is not, and has not been during the period covered by this

Quarterly Report, a party to any legal proceedings. Item 1A: Risk Factors Not Applicable. Item 2: Unregistered Sales of Equity Securities and Use of Proceeds Not Applicable. Item 3: Defaults Upon Senior Securities Not Applicable. Item 4: Reserved Not Applicable. 19


---

Item 5: Other Information Not Applicable. Item 6: Exhibits (a) Exhibits Exhibit No.

   

   Description of

ExhibitsExhibit 31.1

   

   Certification of Principal Executive Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002.Exhibit 31.2

   

   Certification of Principal Financial Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002.Exhibit 32.1

   

   Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Exhibit 32.2

   

   Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 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:November 9, 2011By:

   /s/ Sandy J. Masselli, Jr.Name:

   Sandy J. Masselli, JrTitle:

   Principal Executive OfficerDated:November 9, 2011By:

   /s/ Alexander G. KennedyName:

   Alexander G. KennedyTitle:

   Principal Financial Officer andChief Accounting Officer
 20


---

Exhibit 31.1
  OFFICER'S CERTIFICATION PURSUANT TO SECTION 302 I, Sandy J. Masselli, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Carlyle Gaming &

Entertainment Ltd.; 2. Based on my knowledge, this 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(s) and I are responsible for

establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and

15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and

15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such

disclosure controls and procedures to be designed under our supervision, 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, or caused such

internal control over financial reporting to be designed under our supervision, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted 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, 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(s) 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 the registrant's board of directors (or persons performing the equivalent

functions): (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. November 9, 2011 By:
        /s/ Sandy J. Masselli, JrName:
        Sandy J. Masselli, JrTitle:
        Principal Executive Officer
 21


---

Exhibit 31.2
  OFFICER'S CERTIFICATION PURSUANT TO SECTION 302 I, Alexander G. Kennedy, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Carlyle Gaming &

Entertainment Ltd.; 2. Based on my knowledge, this 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(s) and I are responsible for

establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and

15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and

15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such

disclosure controls and procedures to be designed under our supervision, 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, or caused such

internal control over financial reporting to be designed under our supervision, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted 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, 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(s) 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 the registrant's board of directors (or persons performing the equivalent

functions): (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. November 9, 2011 By:
        /s/ Alexander G. KennedyName:
        Alexander G. KennedyTitle:
        Principal Financial Officer
 22


---

Exhibit 32.1 CERTIFICATIONS PURSUANT TO 
    18 U.S.C. SECTION 1350, 
    AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Carlyle Gaming & Entertainment

Ltd. on Form 10-Q for the quarter ended September30, 2011 as filed with the Securities and Exchange Commission

on the date hereof (the “Report”), I, Sandy J. Masselli, Jr., Principal Executive Officer of the

Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Act of 2002, to my knowledge that: (1) The Report fully complies with the requirements of section 13(a) or 15(d)

of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material

respects, the financial condition and results of operations of the Company. Date: November 9, 2011 By:
        /s/ Sandy J. Masselli, JrName:
        Sandy J. Masselli, JrTitle:
        Principal Executive Officer
 23


---

Exhibit 32.2 CERTIFICATIONS PURSUANT TO 
    18 U.S.C. SECTION 1350, 
    AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Carlyle Gaming & Entertainment

Ltd. on Form 10-Q for the quarter ended September30, 2011 as filed with the Securities and Exchange Commission

on the date hereof (the “Report”), I, Alexander G. Kennedy, Principal Financial Officer of the

Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Act of 2002, to my knowledge that: (1) The Report fully complies with the requirements of section 13(a) or 15(d)

of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material

respects, the financial condition and results of operations of the Company. Date: November 9, 2011 By:
        /s/ Alexander G. KennedyName:
        Alexander G. KennedyTitle:
        Principal Financial Officer
 24


---