U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                SEC FILE NUMBER

                                    0-5474

                                 CUSIP NUMBER

                                  656863-10-7
(Check One)

[_] 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: March 31, 2000


[_] 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:_________________________________


Read Attached Instruction Sheet Before Preparing Form.  Please Print or Type.

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 (Street and Number): 13150 Coit Road,
Suite 125

City, State and Zip Code: 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. (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;

     (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(c)
has been attached if applicable.

Part III--Narrative

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period:

     Due to unavoidable absences of key personnel during key times relating to
preparation of the Form 10-QSB, the Company has not been able to complete its
preparation of the Form 10-QSB.

Part IV--Other Information

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

     Mike Parsons        (972) 419-8311
     ---------------------------------------------------------------------------
     (Name)              (Area Code)/(Telephone Number)

     (2)  Have all other periodic reports required under section 13 of 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 results 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?

     [X] Yes    [_] 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.

     Net loss for the quarter ended March 31, 2000 is anticipated to be
significantly different compared to net income of $30,468 reported for the
quarter ended March 31, 1999. The anticipated difference is expected to be due
to the sale of a significant portion of the Company's interest in gaming
operations effective April 1, 1999 and the sale of its cruise operations
effective October 1, 1999. A reasonable estimate of the quantitative change
cannot be made as the Company does not yet have complete information to report
earnings from its equity investments in gaming operations.

     ___________________________________________________________________________

North American Gaming and Entertainment Corporation has caused this notification
to be signed on its behalf by the undersigned thereunto duly authorized.

                                    NORTH AMERICAN GAMING AND
                                    ENTERTAINMENT CORPORATION

Date: May 16, 2000                  By: /s/ E. H. Hawes
      -------------                     ----------------------------------------
                                        E. H. Hawes, II, Chief Executive Officer