UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-QSB

                                     DRAFT

 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
   EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004

[  ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from              to

Commission File No. 0-5474


              NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
        -----------------------------------------------------

                    Delaware               75-2571032
               -------------------------    -----------------------
       (State or other jurisdiction of     (IRS Employer Identification No.)
       incorporation or organization)

                13150 Coit Road, Suite 125, Dallas, Texas 75240
    ----------------------------------------------------------------------
                   (Address of principal executive offices)

                                (972) 671-1133
                          --------------------------
                          (Issuer's telephone number)

Check  whether  the  issuer  (1)  has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing requirements for the past 90
days.
                         [X] YES    [ ] NO

Number  of  shares of common stock, par value $.01 per share, outstanding as of
June 30, 2004: 24,216,058

Traditional Small Business Disclosure Format (check one)   Yes [ ] No [X]

Check whether registrant is an accelerated filer           Yes [ ] No [X]

<PAGE>


NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION
BALANCE SHEETS
================================================================================


                                                   September 30,    December 31,
                                                   	2004            2003
                                                   (UNAUDITED)
						  --------------   -------------
ASSETS
Current assets:

Cash                                               $	2,467      $     263,522
Advances, net of allowance for doubtful accounts       85,000		       -
Interest receivable                                     6,700		       -
						   ----------	   -------------
Total current assets                                   94,167		 263,522

Investments                                           128,500		  40,000
						   ----------	   -------------

Total assets                                       $  222,667	   $	 303,522
						   ==========	   =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable                   $  191,528	   $	  18,297
Accounts payable and accrued liabilities               51,843		  86,497
Preferred stock dividends payable                      15,003		  15,003
Subordinated debentures                                     -		  38,571
						   ----------	   -------------
Total Current Liabilities                          $  258,374	   $	 158,368
						   ----------	   -------------
Commitments and contingencies

Stockholders' Equity:

Class A preferred stock, $3.00 par value, 10%
   Annual cumulative dividend, 1,600,000 shares
   authorized, no shares issued and outstanding             -		       -
Preferred stock, $.01 par value, 10,000,000 shares
   authorized, 8,000,000 shares designated Series
   B, no shares issued and outstanding                      -		       -
Common stock, $.01 par value, 100,000,000 shares
   authorized, 41,788,552 shares issued               417,886		 417,886
Additional paid-in capital                            489,214		 489,214
Treasury stock, 17,572,494 shares, at cost          (489,258)	       (489,258)
Accumulated Deficit                                 (453,549)	       (272,688)
						   ----------	   -------------
Total stockholders equity (deficit)                  (35,707)		 145,154
						   ----------	   -------------

Total liabilities and stockholders'equity (deficit)$  222,667      $	 303,522
						   ==========	   =============



                                               1
================================================================================
The accompanying notes are an integral part of the financial statements.


<PAGE>


NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION
STATEMENTS OF OPERATIONS (UNAUDITED)
================================================================================


<TABLE>
<CAPTION>

		                            Three Months                    Nine Months
<S>                                       <C>                   <C>                 <C>		<C>
		                         Ended September 30,             Ended September 30,
					   2004	   	2003		2004	    	2003
---------------------------------------------------------------------------------------------

Costs and expenses:

General and administrative expenses $     39,778   $    47,126     $   180,706   $    138,289
				    ------------   ----------- 	  ------------	 ------------
Operating loss				(39,778)      (47,126)       (180,706)      (138,289)

Interest expense		         (2,261)       (2,272)         (6,855)       (25,474)
Loss on sale of accounts receivable 	       -             -               -
Loss on sale of investments
Management Fees				       -       (1,226)               -       (11,734)
Interest income				   2,600         7,316           6,700	       30,944
				    ------------   -----------	  ------------	 ------------
Loss before provision
     for income taxes		        (39,439)      (43,308)       (180,861) 	    (144,553)

Provision for income taxes		       -             -               -              -
				    ------------   -----------	  ------------	 ------------
Net loss			    $	(39,439)   $  (43,308)	  $  (180,861)   $  (144,553)
				    ============   ===========	  ============	 ============
Basic loss per share			       *             *               *	            *
				    ============   ===========	  ============	 ============
Basic weighted average shares
outstanding			      24,216,058    24,631,587     24,216,058      24,631,587
				    ============   ===========	  ============	 ============


</TABLE>

*Less than $.01 per share



                                            2
================================================================================
The accompanying notes are an integral part of the financial statements.


<PAGE>


NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION
STATEMENTS OF CASH FLOWS (UNAUDITED)
================================================================================
  		                                     	Nine Months Ended September
							----------------------------
 		                                             2004	     2003
							------------	 ------------
Cash Flows From Operating Activities:
Net loss		                                $ (180,861)     $ (144,553)
Adjustments to reconcile net loss to net cash used in
   operating activities:
      Loss on sale of notes receivable			          -          11,734
      Bad Debt Expense 			                     40,000	          -
Changes in operating assets and liabilities:
   (Increase) decrease in:
      Prepaid expenses and other		                  -           1,000
      Accounts receivable - other 			          -         (6,000)
      Interest receivable			            (6,700)               -
   Decrease in:
      Accounts payable and accrued liabilities 		   (31,326)        (42,387)
							-----------	-----------
Net Cash Used In Operating Activities			  (178,887)       (174,206)
							-----------	-----------
Cash Flows From Investing Activities:
   Proceeds from sale of notes receivable			  -         107,246
   Increase in advances			                  (125,000)               -
   Repayments of note receivable shareholder			  -           3,464
   Repayments of note receivable 			          -         203,066
   Increase in investments 			           (88,500)               -
							-----------	-----------
Net Cash Provided By (Used in) Investing Activities	  (213,500)         313,776
							-----------	-----------
Cash Flows From Financing Activities:
   Borrowings under note payable 			    175,500               -
   Payments on notes payable 			            (5,597)        (82,500)
   Payments on debentures  			           (38,571)        (51,064)
							-----------	-----------
Net Cash Provided By (Used In) Financing Activities	    131,332       (133,564)
							-----------	-----------
Net Increase (Decrease) In Cash			          (261,055)           6,006

Cash, beginning of period			            263,522           5,364
							-----------	-----------
Cash, end of period   			                $     2,467	$    11,370
							===========	===========
Cash paid during the period for:
   Interest 			                        $         -     $    13,482
							===========	===========
Non-Cash Activities:
   Sale of notes receivable in exchange for forgiveness
   of debentures and accrued interest			$         -     $    75,429
							===========	===========
Transfer of accrued interest payable to subordinated
debenture or note payable 	                        $     3,328	$    13,342
							===========	===========

                                               3
================================================================================
The accompanying notes are an integral part of the financial statements.


<PAGE>


NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2004
================================================================================


1.  OPINION OF MANAGEMENT

The preceding  financial  information has been prepared by the Company pursuant
to the rules and regulations  of the Securities and Exchange Commission ("SEC")
and,  in  the  opinion  of  the Company,  includes  all  normal  and  recurring
adjustments necessary for a fair statement of the results of each period shown.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted  pursuant  to  SEC  rules  and regulations.  The
Company believes that the disclosures made are adequate to make the information
presented not misleading.

Results  for  the  nine  months  ended  September 30, 2004 are not  necessarily
indicative of the results to be realized during the full year.  These financial
statements should be read in conjunction  with  the  Company's Annual Report on
Form 10-KSB for the year ended December 31, 2003.

The  accompanying  financial statements have been prepared  assuming  that  the
Company will continue  as  a going concern.  However, the Company currently has
no sources of revenue or cash flow.  Management plans to continue operating the
business and pursue various business, investment and financing opportunities.


2.  EARNINGS PER SHARE

The computation of earnings  per  share for the nine months ended September 30,
2004 does not include the effect on  common  stock  for  1,000,000  options for
common stock as they are anti-dilutive.


3.  ADVANCES

In  February  and  March  2004  the  Company  advanced  a  total of $125,000 to
Techlite, Inc., an unrelated publicly held Company located in  Tulsa, Oklahoma.
The  advances are non-interest bearing and are to be repaid in the  short-term.
In consideration  for  making  this advance, Techlite, Inc. has agreed to issue
110,000  shares  of  restricted  Techlite,   Inc.   stock.   The  advances  are
collateralized by certain accounts receivables of Techlite, Inc.   The advances
are  currently  past due, and the Company has filed suit to enforce collection.
As such, the Company has recorded an allowance for doubtful accounts of $40,000
on the advances and  has not recorded any receivable or interest income related
to  the  110,000  shares  of  restricted  Techlite,  Inc.  stock,  due  to  the
uncertainty of collection on the note and issuance of the stock.



                                       4
================================================================================

<PAGE>


NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2004
================================================================================


4.  INVESTMENTS

In March 2004, the  Company  entered into a loan agreement with US Daylighting,
L.L.C. ("Daylighting").  Under  the  terms  of  the  Note  the  Company  is  to
initially  advance  up to $150,000 to Daylighting, with interest due monthly at
9%.  The Company may  advance  an  additional  $150,000  and  has the option to
convert  the  total  of  all  advances  ($300,000)  into  a  25%  interest   in
Daylighting.   The  receivable is due within six months of demand being made by
the  Company.   The  note   is  secured  by  various  membership  interests  in
Daylighting.  As of September  30, 2004 the Company had advanced $128,500 under
this note.


5.  NOTES

In May 2004, the Company issued  a promissory note to an unrelated party in the
amount of $110,000.  The note was to be repaid in ninety days at an interest at
a rate of 12%.  In August, 2004, this  note  was  renewed for an additional six
months  in  the  amount of $113,328 which consists of  the  original  principal
amount of $110,000  plus  accrued  interest at August 18, 2004.  The note bears
interest at a rate of 12% and is secured  by  a  receivable  in  the  amount of
$125,000 (See Note 3).

In  July  2004, the Company issued a promissory note to a related party for  an
amount up to  $100,000.   The  note  is  to  be  repaid in six months and bears
interest  at  a rate of 8%. The note is secured by a  note  receivable  in  the
amount of $128,500  (See  Note  4).   As of September 30, 2004, the Company was
advanced $65,500 under this note.

In  June  2004,  the  Company  made  a payment  in  the  amount  of  $8,000  in
satisfaction of a legal claim by a former preferred shareholder of the Company.
The payment releases the Company of all  sums  due  of  principal, interest and
accrued dividends related to this preferred shareholder.


6.  SUBSEQUENT EVENTS

In October, the Company was advanced an additional amount  of $15,000 under the
note from a related party.



                                               5
================================================================================

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

LIQUIDITY AND CAPITAL RESOURCES

General:  Until  August 20, 2001, the Company was engaged in the  video  gaming
business through its  partial  ownership  of  three  operating  companies: O.M.
Operating,  LLC  ("Operator"),  River Port Truck Stop, LLC ("River Port"),  and
Ozdon  Investments,  Inc.  ("Ozdon").   These  entities  operated  video  poker
machines located in truck stops  in  Louisiana.  Effective August 20, 2001, the
Company sold its interests in OM, Riverport and Ozdon.

General Condition:  The Company ended the quarter with $2,467 in cash and other
current assets of $91,700.  Other current assets include a non-interest bearing
advance  to an unrelated party of $85,000 and interest  receivable  of  $6,700.
The advance  of $85,000 is currently past due.  Other assets include a $128,500
investment that  bears  interest  at  9%.   Total  liabilities were $258,374 at
September 30, 2004. Current liabilities consist of accounts payable and accrued
liabilities of $51,843, current portion of long-term  notes payable of $191,528
and preferred stock dividends payable of $15,003.



                                               6
================================================================================

<PAGE>


Plan of Operations

Effective August 20, 2001, the Company sold its interests  in  Operating, River
Port and Ozdon for cash and notes receivable. During 2003, the Company sold the
notes receivable for cash. As a result, the Company has no on-going  operations
or  revenues.  The  Company's  plan  is  to  continue exploring for acquisition
opportunities  and  the  financing required to buy  and  support  an  operating
business. There is no assurance that we will be able to do so, and we will have
to continue to rely on advances  from  management  and  shareholders to pay our
basic level of operating expense.

Our independent accountants have expressed substantial doubt  about our ability
to continue as a going concern.

RESULTS OF OPERATIONS

Comparison  of  the  nine months ended September 30, 2004, to the  nine  months
ended September 30, 2003.

Operating Income (Expense)

The Company recorded an  operating  loss  of  $180,861  comprised  primarily of
general  and  administrative  costs during the nine months ended September  30,
2004, compared to an operating  loss  of  $144,553  also comprised primarily of
general and administrative costs for the nine months  ended September 30, 2003.
The increase in the loss from operations for the nine   months  ended September
30,  2004  as  compared  to the loss from operations for the nine months  ended
September 30, 2003 is due  primarily  to  an  increase  in  bad debt expense of
$40,000 related to the advance to Techlite, Inc.

Interest Expense

The  Company  incurred  interest  expense of $6,855 for the nine  months  ended
September 30, 2004, compared to $25,474 for the nine months ended September 30,
2003. The decrease in interest expense  is due to the debentures and other debt
being repaid during the later half of 2003 and early 2004.


                                               7
================================================================================


<PAGE>


Interest Income and Other Income (Expense)

The  Company  recorded interest income of $6,700  for  the  nine  months  ended
September 30, 2004,  related  to  interest  income  on  the convertible secured
promissory note with U.S. Daylighting, L.L.C.


ITEM 3.  CONTROLS AND PROCEDURES

a)  Within the 90-day period prior to the date of this report,  we  carried out
    an  evaluation,  under  the  supervision  and with the participation of  our
    management,  including  the  Chief  Executive Officer  and  Chief  Financial
    Officer, of the effectiveness of the  design and operation of our disclosure
    controls and procedures pursuant to Rule  13a-14  of the Securities Exchange
    Act  of  1934  (the "Exchange Act"). Based upon that evaluation,  the  Chief
    Executive officer  and Chief Financial Officer concluded that our disclosure
    controls and procedures  are  effective  in timely alerting them to material
    information relating to the Company required  to be included in our Exchange
    Act  filings.   The  two Executive Officers responsible  for  the  financial
    reporting and disclosure  are  in direct control of the books and records of
    the Company and are involved first-hand  in  the decision making process for
    material transactions.

b)  There have been no significant changes in our internal controls or in other
    factors, which could significantly affect internal  controls  subsequent  to
    the date we carried out our evaluation.


Forward Looking Statements

Certain   statements  contained  in  this  Report  on  Form  10-QSB,  including
statements  of  the  Company's  current  expectations,  intentions,  plans  and
beliefs,   and  statements  containing  the  words  "believes",  "anticipates,"
"estimates," "expects," or "may," are forward-looking statements, as defined in
Section 21D  of  the  Securities  Exchange  Act  of 1934.  Such forward-looking
statements  involve  known and unknown risk, uncertainties  and  other  factors
which may cause the actual  results, performance, timing or achievements of the
Company to be materially different  from  any  results,  performance, timing or
achievements expressed or implied by such forward-looking statements.


                                               8
================================================================================


<PAGE>


PART II - OTHER INFORMATION

Items 1 through 5 not applicable.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits required to be filed by Item 601 of Regulation S-B:

3.1.1 Certificate of Incorporation of the Company, as amended, filed as Exhibit
      3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended
      December  31,  1986  (the "1986 Form 10-K"), and incorporated  herein  by
      reference.

3.1.2 Certificate of Amendment  of  Certificate of Incorporation of the Company
      dated April 18, 1994, filed as  Exhibit  3.1.8  to  the  Company's Annual
      Report  on  Form  10-K for the fiscal year ended December 31,  1993  (the
      "1993 Form 10-K"), and incorporated herein by reference.

3.1.3 Certificate of Amendment  of  Certificate of Incorporation of the Company
      effecting one-for-three reverse  stock  split filed as Exhibit 3.1 to the
      Company's  Current  Report  on  Form  8-K dated  October  17,  1994,  and
      incorporated herein by reference.

3.1.4 Certificate of Amendment of Certificate  of  Incorporation of the Company
      effecting name change, increase of authorized  shares,  authorization  of
      Class  A preferred stock and stock ownership limitations filed as Exhibit
      3.2 to the  Company's  Current Report on Form 8-K dated October 17, 1994,
      and incorporated herein by reference.

3.1.5 Form of "Certificate of  Designation,  Preferences and Rights of Series B
      Convertible Preferred Stock" creating the  Series B Preferred Stock filed
      as Exhibit 10.1.4 to the Company's Current Report  on Form 8-K dated June
      10, 1996, and incorporated herein by reference.

3.1.6 Certificate of Amendment of Certificate of Incorporation  of  the Company
      increasing the number of authorized shares of Common Stock to 100,000,000
      shares filed as Exhibit 3.1.6 to the Quarterly Report on Form 10-QSB  for
      the  fiscal  quarter  ended  June  30,  1998  and  incorporated herein by
      reference.

3.2   Amended and Restated Bylaws of the Company filed as  Exhibit  3.2  to the
      Company's  Quarterly  Report  on Form 10-QSB for the fiscal quarter ended
      September 30, 1998, and incorporated herein by reference.


                                               9
================================================================================


<PAGE>


10.26 Settlement Agreement dated April 1, 2000 between the Company and various
      holders of subordinated debentures  and  common  stock  filed as Exhibit
      10.26 to the Company's Annual Report on Form 10 KSB for the  fiscal year
      ended December 31, 2000, and incorporated herein by reference.

10.27 Settlement  Agreement dated January 1, 2001, but to be effective  as  of
      December  1,  2000,   between   the   Company  and  various  holders  of
      subordinated debentures and common stock  filed  as Exhibit 10.27 to the
      Company's  Annual  Report  on  Form  10  KSB for the fiscal  year  ended
      December 31, 2000, and incorporated herein by reference.

10.28 Promissory Note in the amount of $550,000  dated  as of December 1, 2000
      and  executed  in  connection  with  the Settlement Agreement  filed  as
      Exhibit 10.27, and filed as Exhibit 10.28 to the Company's Annual Report
      on  Form  10  KSB  for  the fiscal year ended  December  31,  2000,  and
      incorporated herein by reference.

10.29 Promissory Note in the amount  of  $175,000  dated  April  1,  2000  and
      executed  in  connection  with the Settlement Agreement filed as Exhibit
      10.26, and filed as Exhibit 10.29 to the Company's Annual Report on Form
      10 KSB for the fiscal year  ended  December  31,  2000, and incorporated
      herein by reference.

10.30 Purchase, Release, Settlement and Indemnity Agreement  dated  August 20,
      2001,  by  and  among  the  parties  referenced  therein  (exclusive  of
      Exhibits,  and Schedules thereto) filed as Exhibit 10.1 to the Company's
      Current Report  on  Form  8K  dated  November  7, 2001, and incorporated
      herein by reference.

1.1   Form of Convertible Debenture filed as Exhibit 10.31  to  the  Company's
                      annual  report  on Form 10KSB for the fiscal year  ended
                      December 31, 2002, and incorporated herein by reference.

*31.1 Certification pursuant to Rule 13a - 14(b) on Rule 15d - 14(b).

*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.

b)    Reports on Form 8-K

      None.


*  File herewith

                                              10
================================================================================


<PAGE>



                                  SIGNATURES

In accordance with Section 13 or 15(d) of  the Securities Exchange Act of 1934,
the Company has duly caused this report to be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.

                                  NORTH AMERICAN GAMING AND
                                  ENTERTAINMENT CORPORATION


November 15, 2004
                                  ----------------------------
                                  E. H. Hawes, II, President
                                  and Chief Executive Officer
                                  (Principal Executive Officer
                                  and Principal Financial and
                                  Accounting Officer)







                                              11
================================================================================

<PAGE>




                                                                   Exhibit 31.1

                                 CERTIFICATION
I, E. H. Hawes, II, certify that:

   1. I  have  reviewed  this quarterly report on Form 10-QSB of North American
      Gaming and Entertainment Corporation;

   2. Based on my knowledge,  this quarterly report does not contain any untrue
      statement of a material fact  or  omit to state a material fact necessary
      to make the statements made, in light  of  the  circumstances under which
      such  statements  were made, not misleading with respect  to  the  period
      covered by this quarterly report;

   3. Based on my knowledge,  the  financial  statements,  and  other financial
      information  included  in  this quarterly report, fairly present  in  all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of,  and  for,  the  periods presented in this
      quarterly report.

   4. The  small  business  issuer's  other  certifying officer(s)  and  I  are
      responsible  for  establishing and maintaining  disclosure  controls  and
      procedures (as defined  in  Exchange Act Rules and maintaining disclosure
      controls and procedures (as defined  in  Exchange Act Rules 13a-15(e) and
      15d-15(e) and internal control over financial  reporting  (as  defined in
      Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business  issuer
      and have:

   (a)Designed   such  disclosure  controls  and  procedures,  or  caused  such
      disclosure controls  and procedures to be designed under our supervision,
      to  ensure that material  information  relating  to  the  small  business
      issuer,  including  its consolidated subsidiaries, is made known to us by
      others within those entities,  particularly  during  the  period in which
      this report is being prepared;

   (b)Designed such internal control over financial reporting, or  caused  such
      internal  control  over  financial  reporting  to  be  designed under our
      supervision, to provide reasonable assurance regarding the reliability of
      financial  reporting  and  the  preparation  of financial statements  for
      external  purposes  in  accordance  with  generally  accepted  accounting
      principles;

   (c)Evaluated  the  effectiveness of the small business  issuer's  disclosure
      controls and procedures  and  presented  in  this  report our conclusions
      about the effectiveness of the disclosure controls and  procedures, as of
      the  end  of the period covered by this report based on such  evaluation;
      and

    (d)Disclosed in  this  report  any  change  in  the  small business issuer's
       internal control over financial reporting that occurred  during the small
       business issuer's most recent fiscal quarter (the small business issuer's
       fourth  fiscal  quarter  in  the  case  of  an  annual  report) that  has
       materially  affected, or is reasonably likely to materially  affect,  the
       small business issuer's internal control over financial reporting; and

     5.The small business  issuer's  other  certifying  officer(s)  and  I  have
       disclosed,  based  on our most recent evaluation of internal control over
       financial reporting,  to  the  small  business  issuer's auditors and the
       audit  committee of the small business issuer's board  of  directors  (or
       persons performing the equivalent functions):

    (a)All significant  deficiencies  and  material  weaknesses in the design or
       operation  of  internal  control  over  financial  reporting   which  are
       reasonably likely to adversely affect the small business issuers  ability
       to record, process, summarize and report financial information; and

    (b)Any  fraud,  whether  or  not material, that involves management or other
       employees who have a significant  role  in  the  small  business issuer's
       internal control over financial reporting.

Date:  November 15, 2004


--------------------------------------------------------------------
E. H. Hawes, II, Chief Executive Officer and Chief Financial Officer

                                              12
================================================================================


<PAGE>

                                                                  Exhibit 32.1

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with  the  Quarterly  Report  of  North  American  Gaming   and
Entertainment  Corporation (the "Company") on Form 10-QSB for the period ending
September 30, 2004  as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I E. H. Hawes II, Chief Executive Officer and Chief
Financial Officer of  the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to  Section  906 of the Sarbanes-Oxley Act of 2002, that to
the best of my knowledge and belief:

      (1)    The Report fully complies  with  the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

      (2)    The information contained in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of operations of the
Company.


---------------------------------------------------
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

November 15, 2004






                                              13
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