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 June 30, 2005

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

Commission File No. 000-05474


              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, 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 (UNAUDITED)
                                                      June 30,    December 31,

	                                                2005          2004
						    ---------	  -----------

ASSETS
Current assets:

Cash                                                $	3,470     $    18,017
Advances, net of allowance for doubtful
	accounts of				    $  	    -          50,000
Interest receivable                                    15,636           9,650
						    ---------	  -----------
Total current assets                                   19,106          77,667

Furniture and fixtures                                    449	            -
Investments                                           133,000         133,000
						    ---------	  -----------

Total assets                                        $ 152,555     $   210,667
						    =========	  ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of notes payable                    $ 224,228     $   216,728
Accounts payable and accrued liabilities               76,401          55,993
Preferred stock dividends payable                      15,003	       15,003
						    ---------	  -----------
Total current liabilities                           $ 315,632     $   287,724
						    ---------	  -----------
Commitments and contingencies

Stockholders' Equity:

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                                  (580,919)	     (494,899)
						    ---------	  -----------
Total stockholders deficit                           (163,077)	      (77,057)
						    ---------	  -----------

Total liabilities and stockholders' equity          $ 152,555      $  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)
<TABLE>
<CAPTION>
                                                       THREE MONTHS                             SIX MONTHS
<S>                                       <C>                   <C>                 <C>                 <C>
                                                      ENDED JUNE 30,                          ENDED JUNE 30,
					       ----------------------------		---------------------------
                                                 2005                2004               2005               2004
					       --------------  ------------		-----------    ------------
Costs and expenses:

General and administrative expenses            $       46,739  $     69,637	        $    80,845    $    140,928
					       --------------  ------------		-----------    ------------
Operating loss                                        (46,739)      (69,637)	            (80,845)       (140,928)

Interest expense                                       (5,204)       (1,992)	            (11,161)         (4,594)
Loss on sale of accounts receivable                         -             -	                  -               -
Interest income                                         2,993         2,300		      5,986           4,100
					       --------------  ------------		-----------    ------------
Loss before provision
 for income taxes                                     (48,950)      (69,329)	            (86,020)       (141,422)

Provision for income taxes                                  -             -	                  -               -
					       --------------  ------------		-----------    ------------
Net loss                                       $      (48,950) $    (69,329)	        $   (86,020)   $   (141,422)
					       ==============  ============		===========    ============
Basic loss per share                                        *             *	                  *               *
					       ==============  ============		===========    ============
Basic weighted average shares outstanding          24,216,058    24,216,058	         24,216,058      24,216,058
					       ==============  ============		===========    ============
</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)
                                                    Six Months Ended June
                                                     2005            2004
						------------	 -----------
Cash Flows From Operating Activities:
Net loss                                        $    (86,020)    $  (141,422)
Adjustments to reconcile net loss to net
cash used in operating activities:
      Bad Debt Expense                                     -          40,000
      Depreciation                                        90               -
Changes in operating assets and liabilities:
   (Increase) decrease in:
      Accounts receivable - other                          -          (4,100)
      Interest receivable                             (5,986)              -
   Increase (decrease) in:
      Accounts payable and accrued liabilities        20,408         (29,265)
						------------	 -----------
Net Cash Used In Operating Activities                (71,508)       (134,787)
						------------	 -----------
Cash Flows From Investing Activities:
   Purchase of furniture and fixtures                   (539)              -
   Increase in advances                                    -        (125,000)
   Repayments on advances                             50,000               -
   Increase in investments                                 -         (62,500)
						------------	 -----------
Net Cash Provided By (Used in)
	Investing Activities			      49,461        (187,500)
						------------	 -----------
Cash Flows From Financing Activities:
   Borrowings under note payable                      42,500         110,000
   Payments on notes payable                         (35,000)         (5,597)
   Payments on Debentures                                  -         (38,571)
						------------	 -----------
Net Cash Provided By  Financing Activities             7,500          65,832
						------------	 -----------
Net Decrease In Cash                                 (14,547)       (256,455)

Cash, beginning of period                             18,017         263,522
						------------	 -----------
Cash, end of period                             $      3,470     $     7,067
						============	 ===========
Cash paid during the period for:
   Interest                                   	$          -     $     7,157
						============	 ===========









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


<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 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 six months ended June 30, 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.  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. issued 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  and  as  of
December 31, 2004, the balance of the advances was  $50,000,  net  of allowance
for  doubtful  accounts of $25,000.  During the six months ended June 30, 2005,
the Company collected an additional $50,000, resulting in a  remaining  balance
at June 30, 2005 of  $-0-, net  of  allowance for doubtful accounts of $25,000.


                                       4


<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2005

3.  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%.  Accrued interest on the note has not been paid as of June 30,  2005.   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,
and the note is in default as of June 30, 2005. The note is secured by  various
membership interests of Daylighting.   As  of  June  30,  2005, the Company had
advanced $133,000 under this note, and accrued interest receivable on this note
is $15,636 as of June 30, 2005.


4.  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,  maturing  August 18, 2005, 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 (See  Note  2). In March  2005, the Company paid
$35,000 on this note, leaving a remaining balance of $78,328 at June 30, 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 collateralized by a  note  receivable  in
the amount of $133,000 (See Note 3).  On January 31, 2005 this note was renewed
for  an  additional  six  months,  maturing  July 31, 2005, for an amount up to
$150,000.  As of June 30, 2005, the Company was  advanced  $133,200  under this
note.  In July 2005, the note was renewed.  Under the terms of the renewal, the
related  party  lender's  sole  remedy  for  collection  is  to  foreclose  the
collateral note receivable from Daylighting and seek recovery from Daylighting.
The  related  party lender also agreed that it had no claim against the Company
for any deficiency  in  the  collection  of  the  note  from Daylighting by the
Company.

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 past due at June 30, 2005.


5.   SUBSEQUENT EVENTS

In August 2005, the Company received notification that an additional payment on
the  Techlite, Inc.  note in the  amount of approximately $57,000 would be paid
during the third quarter of 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 $3,470 in cash,  $15,636
in  accrued interest receivable and $133,000 in investments.  Total liabilities
were  $315,632  at  June  30,  2005 and consist of accounts payable and accrued
liabilities of $76,401, current  portion of long-term notes payable of $224,228
and  preferred  stock dividends payable  of  $15,003.   The  Company's  current
liabilities increased  from  approximately $288,000 at December 31, 2004.  This
increase was due primarily to  the  increase in accounts payable and additional
amounts borrowed  on notes payable.

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 six months ended June 30, 2005,  to the six months ended June
30, 2004.

Operating Income (Expense)

The  Company  recorded  an  operating  loss of $86,020 comprised  primarily  of
general and administrative costs during  the  six  months  ended June 30, 2005,
compared to an operating loss of $141,422 also comprised primarily  of  general
and  administrative costs for the six months ended June 30, 2004.  The decrease
in the  loss from operations for the six months ended June 30, 2005 as compared
to the loss  from  operations  for  the  six  months ended June 30, 2004 is due
primarily to a decrease in consulting expense and payroll expense.




                                       6
<PAGE>
Interest Expense

The Company incurred interest expense of $11,161  for the six months ended June
30,  2005,  compared to $4,594 for the six months ended  June  30,  2004.   The
increase in interest  expense  is due to additional borrowings from related and
unrelated parties.


Interest Income and Other Income (Expense)

The Company recorded interest income  of  $5,986  for the six months ended June
30, 2005, related to interest income on the convertible secured promissory note
with U.S. Daylighting, L.L.C., compared to interest  income  of  $4,100 for the
six months ended June 30, 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:

10.1  Renewal Note

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


August 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:  August 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
June 30, 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

August 19, 2005






                                      11