---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2014 OR [   ] **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934** For the Transition Period from ___________ to____________ Commission File Number: 0-20940 CARLYLE GAMING & ENTERTAINMENT LTD.(Exact name of registrant as specified in its charter) Delaware
        84-1210544(State or other jurisdiction of
        (IRS Employer I.D. No.)incorporation)
 245 Park Avenue
    New York, NY 10167(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 September 9, 2014, there were 45,117,601 shares outstanding of the registrant’s common stock. 1


---

TABLE OF CONTENTS PART I – FINANCIAL INFORMATION Item 1.
        Financial Statements.
        4Item 2.
        Management’s Discussion and Analysis of Financial Condition and Results of Operations.
        13Item 3.
        Quantitative and Qualitative Disclosures About Market Risk.
        16Item 4.
        Controls and Procedures.
        16PART II – OTHER INFORMATIONItem 1.
        Legal Proceedings.
        16Item 1A.
        Risk Factors.
        17Item 2
        Unregistered Sales of Equity Securities and Use of Proceeds.
        17Item 3
        Defaults Upon Senior Securities.
        17Item 4.
        Mine Safety Disclosure.
        17Item 5.
        Other Information.
        17Item 6.
        Exhibits.
        17Signatures
        18
 2


---

PART I – FINANCIAL INFORMATION Item 1. Financial Statements. CARLYLE GAMING & ENTERTAINMENT LTD.New York, New YorkFINANCIAL REPORTSATMarch 31, 2014
  CARLYLE GAMING & ENTERTAINMENT LTD.New York, New YorkTABLE OF CONTENTSConsolidated Balance Sheets at March 31, 2014(Unaudited) and December 31, 2013
        5Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and 2013. (Unaudited)
        6Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013. (Unaudited)
        7Notes to Consolidated Financial Statements
        8
 3


---

CARLYLE GAMING & ENTERTAINMENT LTD. Consolidated Financial Statements
    Period Ended March 31, 2014 and 2013
    (Expressed in US dollars)
    (Unaudited) 4


---

CARLYLE GAMING & ENTERTAINMENT LTD.Condensed Consolidated Balance Sheets
    (Expressed in US Dollars) March 31,
        
        December 31,2014
        
        2013$
        
        $(unaudited)ASSETSCurrent assetsCash
        56,976
        
        –Prepaid expenses and deposits
        11,970
        
        11,970Total current assets
        68,946
        
        11,970Restricted cash (Note 3)
        1,004,103
        
        718,591Property and equipment (Note 4)
        69
        
        1,037Intangible assets (Note 5)
        583,333
        
        633,333Total assets
        1,656,451
        
        1,364,931LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent liabilitiesBank indebtedness
        –
        
        6Accounts payable and accrued liabilities
        760,167
        
        785,637Due to related parties (Note 6)
        3,407,611
        
        3,034,663Notes payable to related party (Note 7)
        1,100,000
        
        1,100,000Total liabilities
        5,267,778
        
        4,920,306Nature of operations and continuance of business (Note 1)Commitments (Note 8)Subsequent event (Note 10)Stockholders’ deficitPreferred stock: 50,000,000 shares authorized, no par value;No shares issued and outstanding
        –
        
        –Common stock: 100,000,000 shares authorized, $0.001 par value;45,117,601 shares issued and outstanding
        45,117
        
        45,117Additional paid-in capital
        229,453
        
        229,453Deficit
        (3,885,897
        )
        (3,829,945
        )Total stockholders’ deficit
        (3,611,327
        )
        (3,555,375
        )Total liabilities and stockholders’ deficit
        1,656,451
        
        1,364,931
 (The accompanying notes are an integral part of these consolidated financial statements) 5


---

CARLYLE GAMING & ENTERTAINMENT LTD.Condensed Consolidated Statements of Operations
    (Expressed in US Dollars)
    (unaudited) Three months
        
        Three monthsended
        
        endedMarch 31,
        
        March 31,2014
        
        2013$
        
        $Revenue
        285,512
        
        14,734ExpensesAmortization and depreciation
        50,968
        
        52,660Communications
        33,594
        
        –Consulting
        22,928
        
        –General and administrative
        15,691
        
        30,689Management salaries (Note 6)
        161,244
        
        161,244Professional fees
        30,000
        
        1,000Rent (Note 6)
        9,000
        
        9,000Total expenses
        323,425
        
        254,593Net loss before other expenses
        (37,913
        )
        (239,859
        )Other expensesInterest expense (Note 6)
        (18,039
        )
        (17,229
        )Total other expenses
        (18,039
        )
        (17,229
        )Net loss
        (55,952
        )
        (257,088
        )Loss per share, basic and diluted
        (0.00
        )
        (0.01
        )Weighted average shares outstanding
        45,117,601
        
        44,117,601
 (The accompanying notes are an integral part of these consolidated financial statements) 6


---

CARLYLE GAMING & ENTERTAINMENT LTD.Condensed Consolidated Statements of Cash Flows
    (Expressed in US Dollars)
    (unaudited) Three months
        
        Three monthsended
        
        endedMarch 31,
        
        March 31,2014
        
        2013$
        
        $Operating activitiesNet loss for the period
        (55,952
        )
        (257,088
        )Adjustments to reconcile net loss to net cash used in operating activities:Amortization and depreciation
        50,968
        
        52,660Changes in operating assets and liabilities:Accounts payable and accrued liabilities
        (25,470
        )
        49,371Due to related parties
        286,393
        
        173,924Net cash provided by operating activities
        255,939
        
        18,867Investing activitiesRestricted cash
        (285,512
        )
        (14,835
        )Purchase of property and equipment
        –
        
        (4,032
        )Net cash used in investing activities
        (285,512
        )
        (18,867
        )Financing activitiesBank indebtedness
        (6
        )
        –Proceeds from related parties
        86,555
        
        –Net cash provided by financing activities
        86,549
        
        –Change in cash
        56,976
        
        –Cash, beginning of period
        –
        
        –Cash, end of period
        56,976
        
        –Supplemental Disclosures:Interest paid
        –
        
        –Income taxes paid
        –
        
        –
 (The accompanying notes are an integral part of these consolidated financial statements) 7


---

CARLYLE GAMING & ENTERTAINMENT LTD.Notes to the Condensed Consolidated Financial Statements
    March 31, 2014
    (Expressed in US dollars)
    (unaudited) 1.
        Nature of Operations
 Carlyle Gaming & Entertainment Ltd. (the “Company”) was incorporated as Patent Pending, Inc. on January 4, 1988 under the laws of the State of Colorado. On October 31, 1994, the Company changed its name from Patent Pending, Inc. to Clean-X-Press, Inc. 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. On May 15, 2008, the Company changed its name to Carlyle Gaming & Entertainment Ltd, and is in the business of operating licensed software-based games of chance, which are offered as an online service through the internet in various jurisdictions. On April 27, 2011, the Company incorporated a wholly owned Canadian subsidiary, Carlyle Interactive Ltd., which is the operating entity of the consolidated company. These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at March 31, 2014, the Company has a working capital deficiency of $5,198,832, and has an accumulated deficit of $3,885,897 since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 2.
        Summary of Significant Accounting Policies
  (a)
        Basis of Presentation
 These consolidated financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars, unless otherwise noted. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Carlyle Interactive Ltd., a company incorporated under the Canada Business Corporations Act. All inter-company transactions and balances have been eliminated upon consolidation. The Company’s fiscal year end is December 31. (b)
        Interim Financial Statements
 These interim consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. (c)
        Use of Estimates
 The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, impairment of goodwill, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. 8


---

CARLYLE GAMING & ENTERTAINMENT LTD.Notes to the Condensed Consolidated Financial Statements
    March 31, 2014
    (Expressed in US dollars)
    (unaudited) 2.
        Summary of Significant Accounting Policies(continued)
  (d)
        Revenue Recognition
 The Company’s revenue consists of the betting wins less betting losses paid out and related charge backs. The Company recognizes revenue when those events have transpired at a fixed or determinable price, persuasive evidence of an arrangement exists, and collectability is reasonably assured. (e)
        Comprehensive Loss
 ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at March 31, 2014 and December 31, 2013, the Company had no items representing comprehensive income or loss. (f)
        Financial Instruments and Fair Value Measures
 ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as at March 31, 2014 as follows: Fair Value Measurements UsingQuoted prices in active
        
        Significant other
        
        Significantmarkets for identical
        
        observable
        
        unobservable
        
        
        Balance,instruments
        
        inputs
        
        inputs
        
        
        March 31,(Level 1)
        
        (Level 2)
        
        (Level 3)
        
        
        2014$
        
        $
        
        $
        
        
        $Cash
        
        56,976
        
        –
        
        –
        
        
        56,976Restricted cash
        
        1,004,103
        
        –
        
        –
        
        
        1,004,1031,061,079
        
        –
        
        –
        
        
        1,061,079
 The fair values of other financial instruments, which include accounts payable and accrued liabilities, amounts due to related parties, and notes payable to related party approximate their current fair values because of their nature and respective maturity dates or durations. 9


---

CARLYLE GAMING & ENTERTAINMENT LTD.Notes to the Condensed Consolidated Financial Statements
    March 31, 2014
    (Expressed in US dollars)
    (unaudited) 2.
        Summary of Significant Accounting Policies(continued)
  (g)
        Reclassification
 Certain financial statement items have been reclassified from the prior year in order to conform to presentation standards for the current year. (h)
        Recent Accounting Pronouncements
 The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 3.
        Restricted Cash
 The Company used a third party service provider which handles the Company’s hosting and online payment services. Pursuant to the agreement, as the service provider holds the liability for payment to customers for all payouts to the Company’s customers relating to the online gaming services, the service provider requires a one-time refundable security deposit of $1,000,000. As at March 31, 2014, the Company has paid $846,637 (December 31, 2013 - $589,676) relating to this security deposit. The Company and the service provider have agreed that the service provider will withhold proceeds from net revenues until the time that the full security deposit has been paid. As the full amount of the security deposit has not yet been received by the service provider, the service provider has required a guarantee from the Chief Executive Officer of the Company for $250,000 in the event that payouts exceed the Company’s cash balance. In addition to the security deposits held for credit card payments, the service provider also requires an additional 10% holdback on all US dollar credit card transactions which are paid out to the Company after 180 days. As at March 31, 2014, this holdback totaled $157,466 (December 31, 2013 -$128,915). 4.
        Property and Equipment
  Computer
        
        ComputerHardware
        
        Software
        
        Total$
        
        $
        
        $Cost:Balance, December 31, 2013 and March 31, 2014
        7,740
        
        9,500
        
        17,240Accumulated amortization:Balance, December 31, 2013
        6,703
        
        9,500
        
        16,203Additions
        968
        
        –
        
        968Balance, March 31, 2014
        7,671
        
        9,500
        
        17,171Carrying amounts:Balance, December 31, 2013
        1,037
        
        –
        
        1,037Balance, March 31, 2014
        69
        
        –
        
        69
 10


---

CARLYLE GAMING & ENTERTAINMENT LTD.Notes to the Condensed Consolidated Financial Statements
    March 31, 2014
    (Expressed in US dollars)
    (unaudited) 5.
        Intangible Assets
 On July 21, 2009, the Company purchased all the business rights, including domain names, trademarks, proprietary software codes, company intellectual property and formulas for $1,100,000. The assets purchased enabled the Company to operate an online gaming site. The Company began taking bets in September 2011 at which time it began recording amortization. E-Commerce
        
        Gaming
        
        CustomerSoftware
        
        Software
        
        Accounts
        
        Total$
        
        $
        
        $
        
        $Cost:Balance, December 31, 2013 and March 31, 2014
        600,000
        
        300,000
        
        200,000
        
        1,100,000Accumulated amortization:Balance, December 31, 2013
        233,333
        
        116,667
        
        116,667
        
        466,667Additions
        25,000
        
        12,500
        
        12,500
        
        50,000Balance, March 31, 2014
        258,333
        
        129,167
        
        129,167
        
        516,667Carrying amounts:Balance, December 31, 2013
        366,667
        
        183,333
        
        83,333
        
        633,333Balance, March 31, 2014
        341,667
        
        170,833
        
        70,833
        
        583,333
  6.
        Related Party Transactions
  (a)
      As at March 31, 2014, the Company owed $2,303,277 (December 31, 2013 - $2,070,464) to the Chief Executive Officer of the Company, which is unsecured, non-interest bearing, and due on demand. During the three months ended March 31, 2014, the Company incurred $68,748 (2013 - $68,748) of management salary to the Chief Executive Officer of the Company.(b)
      As at March 31, 2014, the Company owed $380,522 (December 31, 2013 - $304,674) to the Chief Financial Officer of the Company, which is unsecured, non-interest bearing, and due on demand. During the three months ended March 31, 2014, the Company incurred $46,248 (2013 - $46,248) of management salary to the Chief Financial Officer of the Company.(c)
      As at March 31, 2014, the Company owed $431,240 (December 31, 2013 - $384,992) to a director of the Company, which is unsecured, non-interest bearing, and due on demand. During the three months ended March 31, 2014, the Company incurred $46,248 (2013 - $46,248) of management salary to this director.(d)
      During the three months ended March 31, 2014, the Company incurred rent of $9,000 (2013 - $9,000) and interest expense of $18,039 (2013 - $17,229) to a company controlled by the Chief Executive Officer of the Company. As at March 31, 2014, the Company owed $292,572 (December 31, 2013 - $274,533), which is unsecured, non-interest bearing, and due on demand. 7.
        Notes Payable to Related Party
 At March 31, 2014, the Company owed notes payable of $1,100,000 (December 31, 2013 -$1,100,000) to a company controlled by the Chief Executive Officer of the Company. The notes are unsecured, bear interest at prime plus 2% per annum, and are due on demand. 11


---

CARLYLE GAMING & ENTERTAINMENT LTD.Notes to the Condensed Consolidated Financial Statements
    March 31, 2014
    (Expressed in US dollars)
    (unaudited) 8.
        Commitments
  (a)
      In the event of the sale of a majority of the shares of common stock of the Company to a third party, the current Board of Directors and Officers have employment contracts that stipulate they will receive a bonus, the aggregate of which would be at least $1,080,000.(b)
      The Company leases a premise under an agreement expiring on January 1, 2017. The minimum lease payments over the remaining term of the lease are as follows: Year
        $2014
        27,0002015
        36,0002016
        36,00099,000
  9.
        Security Agreement
 The Company entered into a Loan and Security agreement with Intercapital Management (Canada) Ltd. (“Intercapital”), a company controlled by the Chief Executive Officer of the Company, whereby Intercapital made available a line of credit of $1,000,000. In consideration for the line of credit, the Company granted a security interest by way of: (i) accounts; (ii) software and hardware; (iii) contract rights; and (iv) fixed assets and other assets. Interest is charged at the prime rate plus 2%. The term of the agreement shall continue until the latest of: (a) 60 days after either party provides written notice of termination to the other. As at March 31, 2014 and December 31, 2013, the Company had not used the line of credit. 10.
        Subsequent Event
 On April 7, 2014, the Company entered into a consulting agreement pursuant to which the Company will issue 101,000 common shares to the consultant for services rendered. These shares were issued on June 11, 2014. 12


---

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. Overview We were incorporated in Colorado on January 4, 1988 under the Company's previous name Patent Pending, Inc., a private company. A change of control of the Company occurred in October 1994 and the Company changed its name from "Patent Pending, Inc." to "Clean-X-Press, Inc.". Another change of control of the Company occurred on May 15, 2008. The Company changed its name to Carlyle Gaming & Entertainment Ltd. and its symbol 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; andEstablishing 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. 13


---

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; andEnhancing 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. Our limited operating  history and the uncertain nature of the markets we address or intend to address  make prediction of our future results of operations difficult. Our operations  may never generate significant revenues, and we may never achieve profitable  operations. Our quarterly and annual operating results are likely to fluctuate  significantly in the future due to a variety of factors, including the seasonal  effects of the sports book and online casino operations, many of which are  outside our control. **Management’s Discussion  and Analysis of Financial Condition and Results of Operations.** Results of Operations for the Three Months Ended March 31, 2014 as Compared to the Three Months  Ended March 31, 2013 For the three months ended  March 31, 2014, the Company had total revenue of $285,512 as compared to total  revenue of $14,734 for the three months ended March 31, 2013. We expect to  generate revenue as we expand our business operations. Total  operating expenses for the three months ended March 31, 2014 were $323,425,  compared to total operating expenses for the three months ended March 31, 2013  of $254,593. Included in total operating expenses were management salaries of  $161,244, amortization and depreciation expense of $50,968, communications  expense of $33,594, and professional fees of $55,000. For the three months ended March 31, 2013, the  Company incurred management salaries of $161,244, amortization and depreciation  expense of $52,660, communications expense of $nil, and professional fees of  $1,000. Interest expense for the  three months ended March 31, 2014 was $18,039 compared to $17,229 for the three  months ended March 31, 2013.  The expense  is primarily due to our agreements to purchase gaming software and domains and  a credit facility with Intercapital Management Ltd. (see credit facilities  section below). The net loss for the  three months ended March 31, 2014 was $55,952 as compared to $257,088 for the three  months ended March 31, 2013. Liquidity and Capital Resources and Cash Requirements At March 31, 2014, the Company had cash of $56,976 compared with bank  indebtedness of $6 at December 31, 2013. Furthermore, the Company had a working  capital deficit of $5,198,832 compared with $4,908,336 at December 31, 2013.  The increase in working capital deficit is attributed to the use of cash for  the security deposit and an increase in outstanding day-to-day obligations. During the three months ended March 31, 2014, the Company received $255,939  of cash from operating activities compared to $18,867 for the three months  ended March 31, 2013. The increase in cash from operating activities is due to  the increase in revenues earned during the three months ended March 31, 2014. During the three months ended March 31, 2014, the Company used $285,512  of cash for investing activities compared to $18,867 during the three months  ended March 31, 2013. During the three months ended March 31, 2014, the Company received $86,549  of cash from financing activities compared to $nil during the three months  ended March 31, 2013. As of March 31, 2014, we financed our working capital requirements with existing cash balances and existing credit facilities primarily from Intercapital Management (Canada) Ltd. during such periods. Our existing credit facility is the following: (a) We have entered into a Loan and Security agreement with Intercapital Management (Canada) Ltd. whereby Intercapital Management (Canada) Ltd. made available a line of credit of $1,000,000. In consideration for the line of credit, we have granted a security interest by way of: (i) accounts; (ii) software and hardware; (iii) contract rights; and (iv) fixed assets and other assets. Interest is charged at the prime rate plus 1%. The term of the agreement shall continue until the latest of: (a) 60 days after either party provides written notice of termination to the other. The agreement is also personally guaranteed by our Chief Executive Officer. To date the credit facility has not been used. 14


---

Our plan of operations for the twelve months following the date of this registration statement is to complete the following objectives within the time period specified, subject to the availability of adequate capital as outlined below: Short Term (1-3 months) Continue to build strategic partnerships and initiate our sales and marketing plans, which are focused on gaining market share. Medium Term (3 – 12 months) Focus on recruitment of professional staff, training and continuous professional development with existing professional staff. Long Term (2- 5 years) Continue to modify our strategy to meet our customer’s changing needs. This will involves setting the right expectations with the end client, as well as its existing professional staff, continuous assessment and monitoring, constructive feedback, appropriate coaching and mentoring. Continue our international expansion. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements. There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. Future Financing Requirements We will need to obtain proper funding from equity and/or additional debt financing in order to be able to fulfill our projections. Failure to generate sufficient revenues, raise additional capital or reduce certain discretionary spending could have a material adverse effect on our ability to achieve our business objectives and will greatly affect our ability to continue as a going concern. **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. Critical Accounting Policies *Use of Estimates* The preparation of consolidated financial statements in conformity with  accounting principles generally accepted in the United States requires  management to make estimates and assumptions that affect the reported amounts  of assets and liabilities and disclosure of contingent assets and liabilities  at the date of the consolidated financial statements and the reported amounts  of revenues and expenses during the reporting period. The Company regularly  evaluates estimates and assumptions related to the useful life and  recoverability of long‐lived assets, impairment of goodwill, and deferred income tax asset  valuation allowances. The Company bases its estimates and assumptions on  current facts, historical experience and various other factors that it believes  to be reasonable under the circumstances, the results of which form the basis  for making judgments about the carrying values of assets and liabilities and  the accrual of costs and expenses that are not readily apparent from other  sources. The actual results experienced by the Company may differ materially  and adversely from the Company’s estimates. To the extent there are material  differences between the estimates and the actual results, future results of  operations will be affected. *Revenue Recognition* Gaming revenues are recognized when the sporting event or game of chance  has been completed. Deposits held by the Company for individual customers are  recorded as customer account deposits until earned by the Company or returned  to the customer. Gaming revenues are presented on a net basis (i.e., net of  customer winnings). **Effect of New Accounting  Standards** See Note 2, “*Summary of Significant Accounting Policies*,” included  in the Notes to the Condensed Consolidated Financial Statements contained  elsewhere in this report for a discussion of recent accounting developments and  their impact on our consolidated financial statements. None of the new  accounting standards are anticipated to materially impact us. 15


---

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. ***Disclosure Controls and  Procedures******* We maintain disclosure controls and procedures, as defined in Rule 13a‐15(e) promulgated  under the Securities Exchange Act of 1934 (the "Exchange Act"), that  are designed to ensure that information required to be disclosed by us in the  reports that we file or submit under the Exchange Act is recorded, processed,  summarized and reported within the time periods specified in the Securities and  Exchange Commission's rules and forms and that such information is accumulated  and communicated to our management, including our Chief Executive Officer and  Chief Financial Officer, as appropriate to allow timely decisions regarding  required disclosure. We carried out an  evaluation, under the supervision and with the participation of our management,  including our Chief Executive Officer and Chief Financial Officer, of the  effectiveness of our disclosure controls and procedures as of March 31, 2014.  Based on the evaluation of these disclosure controls and procedures, and in  light of the material weaknesses found in our internal controls over financial  reporting, our Chief Executive Officer and Chief Financial Officer concluded  that our disclosure controls and procedures were not effective. ***Management’s Report on  Internal Control Over Financial Reporting*** Management is  responsible for establishing and maintaining adequate internal control over  financial reporting, as defined in Exchange Act Rule 13a‐15(f). The Company’s  internal control over financial reporting is a process designed to provide  reasonable assurance regarding the reliability of financial reporting and the  preparation of financial statements for external purposes in accordance with  accounting principles generally accepted in the United States of America. Because of its inherent  limitations, internal control over financial reporting may not prevent or  detect misstatements. Also, projections of any evaluation of effectiveness to  future periods are subject to the risk that controls may become inadequate  because of changes in conditions, or that the degree of compliance with the  policies or procedures may deteriorate. Under the supervision  and with the participation of management, including the Chief Executive Officer  and Chief Financial Officer, the Company conducted an evaluation of the  effectiveness of the Company’s internal control over financial reporting as of March  31, 2014 using the criteria established in “Internal Control ‐ Integrated Framework”  issued by the Committee of Sponsoring Organizations of the Treadway Commission  ("COSO"). A material weakness is a  deficiency, or combination of deficiencies, in internal control over financial  reporting, such that there is a reasonable possibility that a material  misstatement of the Company’s annual or interim financial statements will not  be prevented or detected on a timely basis. In its assessment of the  effectiveness of internal control over financial reporting as of March 31, 2014,  the Company determined that there were control deficiencies that constituted  material weaknesses, as described below. 1. We do not have an  Audit Committee – While not being legally obligated to have an audit committee,  it is the management’s view that such a committee, including a financial expert  member, is an utmost important entity level control over the Company’s  financial statement. Currently the Board of Directors acts in the capacity of  the Audit Committee, and does not include a member that is considered to be  independent of management to provide the necessary oversight over management’s  activities. 2. We did not maintain  appropriate financial reporting controls – As of March 31, 2014, our company  has not maintained sufficient internal controls over financial reporting for  the financial reporting process. As at March 31, 2014, our company did not have  sufficient financial reporting controls with respect to timely financial  reporting and the ability to process complex accounting issues. Subsequent to March  31, 2014, our company has obtained the necessary assistance to ensure that the  performance of complex accounting issues can be performed accurately and on a  timely basis. Accordingly, the Company  concluded that these control deficiencies resulted in a reasonable possibility  that a material misstatement of the annual or interim financial statements will  not be prevented or detected on a timely basis by the company’s internal  controls. As a result of the material weaknesses described above, management  has concluded that the Company did not maintain effective internal control over  financial reporting as of March 31, 2014 based on criteria established in  Internal Control—Integrated Framework issued by COSO.***Attestation Report of  the Registered Public Accounting Firm*** Saturna Group Chartered  Accountants LLP, our independent registered public auditors, was not required  to and has not issued an attestation report concerning the effectiveness of our  internal control over financial reporting as of March 31, 2014 pursuant to  temporary rules of the Securities and Exchange Commission that permit our  company to provide only management’s report in this annual report. Changes in Internal Control Over Financial Reporting There were no changes in  our internal controls over financial reporting during our last fiscal quarter that  have materially affected or are reasonably likely to materially affect, our  internal control over financial reporting. PART II: OTHER INFORMATION Item 1. Legal Proceedings.We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. 16


---

Item 1A. Risk Factors.We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.There were no unregistered sales of the Company’s equity securities during the quarter ended March 31, 2014. Item 3. Defaults Upon Senior Securities.There were no defaults upon senior securities during the quarter ended March 31, 2014. Item 4. Mine Safety Disclosure.Not applicable. Item 5. Other Information.There is no other information required to be disclosed under this item which was not previously disclosed. Item 6. Exhibits. Exhibit No.
        Description31.1
        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*
 17


---

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: September 9, 2014By:
        /s/ Sandy J. Masselli, Jr.Name:
        Sandy J. Masselli, Jr.Title:
        Principal Executive OfficerDated: September 9, 2014By:
        /s/ Domenic FilignoName:
        Domenic FilignoTitle:
        Principal Financial Officer andChief Accounting Officer
 18


---