U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 12b-25

                                                                         0-5474

                                                                SEC FILE NUMBER



                                                                    656863-10-7

                                                                   CUSIP NUMBER

                          NOTIFICATION OF LATE FILING

[  ]  Form  10-K  and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q and
Form 10-QSB [ ] Form N-SAR

For Period Ended: December 31, 2004

[ ]  Transition Report on Form 10-K
[ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form 11-K
[ ]  Transition Report on Form 10-Q
[ ]  Transition Report on Form N-SAR

For the Transition Period Ended:_______________________________________________

Nothing in this form  shall  be  construed  to  imply  that  the Commission has
verified any information contained herein.  If the notification  relates  to  a
portion  of  the  filing  checked  above,  identify  the  Item(s)  to which the
notification relates _________________________________________________________.

Part I - Registrant Information

      Full   Name  of  Registrant:  North  American  Gaming  and  Entertainment
				    Corporation
      Former Name if Applicable:
      Address  of  Principal  Executive  Office:  13150  Coit  Road, Suite 125,
						  Dallas, Texas 75240

Part II - Rules 12b-25(b) and (c)

      If the subject report could not be filed without unreasonable  effort  or
expense  and  the  registrant  seeks  relief  pursuant  to  Rule 12b-25(b), the
following should be completed.  XX(Check box if appropriate)

      X(a)  The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

      X(b)  The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof  will  be filed on
or before the fifteenth calendar day following the prescribed due date;  or the
subject  quarterly report or transition report on Form 10-Q, or portion thereof
will be filed  on or before the fifth calendar day following the prescribed due
date; and

      ___(c)The accountant's statement or other exhibit required by Rule 12b-25
is attached.

Part III - Narrative

      The registrant's  has  been unable to complete the compilation and review
of the Company's first quarter financial statements by May 15, 2005.

Part IV - Other Information

      (1)   Name and telephone  number  of  person to contact in regard to this
notification

      Susan Vasquez (972)671-1133

      (2)   Have all other periodic reports required  under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of  the Investment Company
Act of 1940 during the preceding 12 months or for such shorter  period that the
registrant  was required to file such report(s) been filed?  If the  answer  is
no, identify report(s).

[x] Yes     [ ] No

      (3)   Is  it  anticipated  that  any  significant  change  in  result  of
operations  from  the  corresponding  period  for  the last fiscal year will be
reflected by the earnings statements to be included  in  the  subject report or
portion thereof?

[ ] Yes     [x] No

      If so, attach an explanation of the anticipated change, both  narratively
and  quantitatively,  and,  if  appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

      Registrant has caused this  notification  to  be  signed  on  its  behalf
thereunto duly authorized.

Date: May 13, 2005

                                    North American Gaming and Entertainment
                                    Corporation





                                    By:    /s/s E.H. Hawes, II
					   -------------------------
                                           E.H. Hawes, II, President