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, 2008

[ ]  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:

      Fifth Floor, High-Tech Mansion, Gaoxin Road,
      Hi-Tech Zone, Xi'An P. R. China  710075
      --------------------------------------------

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

      On February 4, 2008 the registrant completed  an acquisition of a company
based in the People's Republic of China which requires  consolidated  financial
statements  and the compilation and audit of the Company's financial statements
for the quarter ended  March 31, 2008  could not be completed by the end of the
period.

Part IV - Other Information

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

      Charles W. Barkley, Attorney  (704) 944-4290
      --------------------------------------------

      (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?

[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.

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

Date: May 12, 2008

                                    North American Gaming and Entertainment
                                    Corporation

                                    By:  /s/Chen Weidong
					 ---------------
                                         President