U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 12b-25
                                                                         0-5474
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                                                                SEC FILE NUMBER



                                                                    656863-10-7
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                                                                   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, 2007

[ ]  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:

	Not applicable

      Address  of  Principal Executive Office:

	3300 Oak Lawn Avenue, Suite 410
	Dallas, Texas 75219

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;

      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 has been unable to complete  the compilation and review of
the  Company's financial statements for the quarter  ended  March 31,  2007  by
May 15, 2007.

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 15, 2007

                                    North American Gaming and Entertainment
                                    Corporation



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