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: March 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

      State below reasonable detail the  reasons  why  Forms  10-K, 20-F, 11-K,
10Q, N-SAR, or the transition report portion thereof, could not be filed within
the prescribed time period.

Due  to  certain  transactions  during the quarter and subsequent to  March 31,
2004, Registrant has been unable  to  complete its financial statements for the
first quarter in time for review by independent public accountants prior to the
filing deadline.

                        (ATTACH EXTRA SHEETS IF NEEDED)

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 17, 2004

                                    North American Gaming and Entertainment
                                    Corporation



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