Attached files
file | filename |
---|---|
EXCEL - IDEA: XBRL DOCUMENT - Carlyle Gaming & Entertainment, Ltd. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from _________ to _________
CARLYLE GAMING & ENTERTAINMENT LTD.
(Exact Name of Registrant as specified in its charter)
0-20940 (Commission File Number)
COLORADO | 84-1210544 |
(State of Incorporation) | (IRS Employer ID No.) |
501 Fifth Avenue, New York, NY 10017
(Address of principal executive offices)
Tel: (212) 682-7888, Fax: (917)591-2291
(Registrant’s telephone number, including area code)
Copies to:
H. Alton Neff, Esq.
1466 Route 88 West
Brick, NJ 08724
Tel: (732) 840-5300
Fax: (732) 458-8767
1
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered Under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title of each class to be registered)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Smaller | |||
Accelerated | Non- | reporting | |
Large accelerated filer [ ] | filer [ ] | accelerated filer [ ] | 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 registrant’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 March 19 , 2012.
EXPLANATORY NOTE
This Amendment No. 2 to the annual report of Carlyle Gaming & Entertainment Ltd. (the "Company"), amends the Company's Form 10-K/A Amendment No. 1 filing of the annual report for the year ended December 31, 2011, filed with the Securities and Exchange Commission on April 20, 2012 (the "Amendment No. 1 Filing"), to furnish Exhibit 101 - Interactive Data File in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Amendment No. 1 Filing.
2
Exhibit | |
Number | Description |
2.1 | Articles of Incorporation filed on January 4, 1988 * |
2.2 | By-Laws * |
2.3 | Colorado Certificate of Good Standing * |
3.1 | Standby Commitment Agreement between Carlyle Gaming & Entertainment Ltd and Intercapital Management (Canada) Ltd. Dated June 1, 2009 * |
3.2 | Promissory Note in the amount of $300,000 between Carlyle Gaming & Entertainment Ltd and Intercapital Management (Canada) Ltd.Dated August 7, 2009 * |
3.3 | Promissory Note in the amount of $800,000 between Carlyle Gaming & Entertainment Ltd and Intercapital Management (Canada) Ltd.Dated September 25, 2009 * |
31.1 | Rule 13a-14(a)/15a-14(a) Certifications of Chief Executive Officer.* |
31.2 | Rule 13a-14(a)/15a-14(a) Certifications of Chief Financial Officer.* |
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * |
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Schema |
101.CAL | XBRL Taxonomy Calculation Linkbase |
101.DEF | XBRL Taxonomy Definition Linkbase |
101.LAB | XBRL Taxonomy Label Linkbase |
101.PRE | XBRL Taxonomy Presentation Linkbase |
* Incorporated by reference from the Company's Current Report on Form 10-K filed with the SEC on April 17, 2012 |
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized .
Date: April 27, 2012 | CARLYLE GAMING & ENTERTAINMENT LTD. |
By: /s/ Sandy John Masselli, Jr.
Name: Sandy J. Masselli, Jr.
Title: Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Each person whose signature appears below hereby authorizes Sandy J. Masselli, Jr. and Domenic Filigno, or any of them, as attorneys-in-fact to sign on his behalf, individually, and in each capacity stated below, and to file all amendments and/or supplements to this Annual Report on Form 10-K.
Date: April 27, 2012 | By: /s/Sandy J. Masselli, Jr. | ||
Sandy J. Masselli, Jr., | |||
Chief Executive Officer | |||
Chairman of the Board & | |||
Director | |||
Date: April 27, 2012 | By: /s/ Pat Cicalese | ||
Pat Cicalese, | |||
Vice President Operations & | |||
Director | |||
Date: April 27, 2012 | By: /s/ Domenic Filigno | ||
Domenic Filigno, | |||
Director & Secretary | |||
Date: April 27, 2012 | By: /s/ Joseph L.Picco, Jr. | ||
Joseph L.Picco, Jr., | |||
Director | |||
Date: April 27, 2012 | By /s/ Alexander Kennedy | ||
Alexander Kennedy, | |||
Chief Financial Officer & Director | |||
4