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

                                  FORM 10-QSB


 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
   EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005

[  ] 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
March 31, 2005: 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
		                                    	           March 31,	  December 31,

		                                                     2005             2004
			                                          (UNAUDITED)
								 -------------	---------------
ASSETS
Current assets:

Cash                                                     	$	 11,102 $	 18,017
Advances, net of allowance for
  doubtful accounts of 25,000					$   	    844		 50,000
Interest receivable							 12,643		  9,650
							 	--------------	---------------
Total current assets						 	 24,589		 77,667

Furniture and fixtures			                                    539               -
Investments		                                                133,000  	133,000
								--------------	---------------

Total assets							$      158,128  $	210,667
								==============	===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable				$	199,228	$	216,728
Accounts payable and accrued liabilities				 58,024		 55,993
Preferred stock dividends payable	 	                         15,003		 15,003
								--------------	---------------
Total Current Liabilities		                        $      272,255  $	287,724
								--------------	---------------
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 			                               (531,969)       (494,899)
								 --------------	 --------------
Total stockholders equity (deficit)			               (114,127)	 77,057
								 --------------	 --------------

Total liabilities and stockholders' equity	 	         $      158,128  $	210,667
								 ==============	 ==============


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




<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
STATEMENTS OF OPERATIONS (UNAUDITED)
                                              Three Months Ended March 31,
                                                    2005         2004
						--------      -----------
Costs and expenses:

General and administrative expenses             $ 34,106      $    71,291
						--------      -----------
Operating loss	                                 (34,106)         (71,291)

Interest expense                                  (5,957)          (2,602)
Loss on sale of accounts receivable                    -                -
Loss on sale of investment                             -                -
Management fees                                        -                -
Interest income                                    2,993            1,800
						--------      -----------
Loss before provision for income taxes           (37,070)         (72,093)

Provision for income taxes                             -                -
						--------      -----------
Net Loss                                   	$(37,070)     $   (72,093)
						========      ===========
Basic Net Loss Per Share                               *                *
						========      ===========
Basic weighted average shares outstanding     24,216,058       24,216,058

*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)

	                                                  Three Months Ended March
	                                                     2005            2004
							---------	----------
Cash Flows From Operating Activities:
Net loss                                           	$(37,070)       $  (72,093)
Adjustments to reconcile net loss to net cash used in
   operating activities:
      Bad Debt Expense	                                       -	    20,000
Changes in operating assets and liabilities:
   (Increase) decrease in:
      Accounts receivable - other	                       -            (1,800)
      Interest receivable	                          (2,993)                -
   Increase (decrease) in:
      Accounts payable and accrued liabilities		   2,031            (7,168)
							--------	----------
Net Cash Used In Operating Activities               	 (38,032)          (61,061)
							--------	----------
Cash Flows From Investing Activities:
   Purchase of furniture and fixtures 		            (539)                -
   Increase in advances 	                               -          (125,000)
   Repayments on advances	                          49,156                 -
   Increase in investments	                               -           (50,000)
							--------	----------
Net Cash Provided By (Used in) Investing Activities	  48,617          (175,000)
							--------	----------
Cash Flows From Financing Activities:
   Borrowings under note payable	                  17,500                 -
   Payments on notes payable	                         (35,000)                -
							--------	----------
Net Cash Provided By (Used In) Financing Activities	 (17,500)                -

Net Decrease In Cash					  (6,915)         (236,061)

Cash, beginning of period	                          18,017           263,522
							--------	----------
Cash, end of period 	                                $ 11,102        $   27,461
							========	==========
Cash paid during the period for:
   Interest 		                                $      -        $	 -
							========	==========









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


<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2005

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  three  months  ended  March  31,  2005  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, 2004.

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 three months ended March 31, 2005
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.   As  of
September 30, 2004, the advances became past due, and the Company filed suit to
enforce  collection.  As such, the Company recorded an allowance  for  doubtful
accounts of  $40,000  on  the  advances  and had 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.  During December 2004, the Company  collected  $50,000  on this note and
subsequently  received a judgment to collect the remaining outstanding  amounts
plus interest and  legal  fees.   Based  on  the  judgment  and  actual amounts
received,  the Company reduced the allowance for doubtful accounts  by  $15,000
during 2004  and  is  continuing to pursue collection of the remaining balance.
In March 2005, the Company collected an additional $49,000.
                                       4


<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2005

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.  Advances under the note are due within six months of demand being
made by the  Company.   The  note is secured by various membership interests of
Daylighting.  As of March 31,  2005,  the  Company  had advanced $133,000 under
this note.


5.  NOTES PAYABLE

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  six  months in the
amount of $113,328.  This amount consists of $110,000 plus accrued  interest at
August  19,  2004.   In  February  2005,  the  note  was  renewed  again for an
additional six months in the amount of $120,183.  This amount consists  of  the
principal  amount of $113,328 at August 2004, plus accrued interest at February
18, 2005. 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 March  2005, the Company
paid $35,000 on this note, leaving a remaining balance of $78,328  at March 31,
2005.

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 $133,000 (See Note 4).  In January 2005, this note was renewed for an
additional  six months for an amount up to $150,000.  As of March 31, 2005, the
Company was advanced $108,200 under this note.

The Company has  notes  payable  to  former preferred stockholders at March 31,
2005 totaling $12,700.  These notes are unsecured and bear interest at 9%.  The
notes were in default at March 31, 2005.



                                       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 $11,102 in cash, $843 in
advances, $12,643 in accrued  interest  receivable and $133,000 in investments.
Total liabilities were $272,255 at March  31,  2005  and  consist  of  accounts
payable and accrued liabilities of $58,024, current portion of long-term  notes
payable  of  $199,228  and  preferred  stock dividends payable of $15,003.  The
Company's current liabilities decreased from approximately $288,000 at December
31, 2004.  This decrease was due primarily to the payments on notes payable due
to related and unrelated parties.

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 three months ended March 31,  2005, to the three months ended
March 31, 2004.

Operating Income (Expense)

The  Company  recorded  an  operating loss of $34,106  comprised  primarily  of
general and administrative costs  during the three months ended March 31, 2005,
compared to an operating loss of $71,291  also  comprised  primarily of general
and  administrative  costs  for  the  three months ended March 31,  2004.   The
decrease in the loss from operations for the three months  ended March 31, 2005
as compared to the loss from operations  for  the  three months ended March 31,
2004 is due primarily to a decrease in consulting expense and payroll expense.




                                       6
<PAGE>
Interest Expense

The  Company incurred interest expense of $5,957 for  the  three  months  ended
March  31,  2005, compared to $2,602 for the three months ended March 31, 2004.
The increase  in  interest  expense is due to the notes payable obtained in the
latter half of 2004.


Interest Income and Other Income (Expense)

The Company recorded interest income of $2,993 for the three months ended March
31, 2005, related to interest income on the convertible secured promissory note
with U.S. Daylighting, L.L.C.,  compared  to  interest income of $1,800 for the
three months ended March 31, 2004.

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.


                                       7


<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.

10.31 Form of Convertible Debenture.

31.1  Certification of Chief Executive Officer and Chief Financial Officer
      Under Section 302 of the Sarbanes-Oxley Act of 2002

32.1  Certification pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.
                                       8


<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


May 19, 2005
                                        /s/ E. H. Hawes, II, President
                                        ---------------------------------------

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





                                       9


<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:  May 19, 2005

/s/ E. H. HAWES, II,
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

                                      10




<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
March 31, 2005 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.

/s/ E. H. HAWES, II,
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

May 19, 2005



                                     11