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 June 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
================================================================================


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

Cash                                                 $     7,067    $  263,522
Advances, net of allowance for doubtful accounts          85,000             -
Interest receivable                                        4,100	     -
						     -----------   -----------

Total current assets                                      96,167       263,522


Investments                                              102,500        40,000
						     -----------   -----------


Total assets                                         $	 198,667    $  303,522
						     ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable                     $	 122,700    $   18,297
Accounts payable and accrued liabilities                  57,232        86,497
Preferred stock dividends payable                         15,003        15,003
Subordinated debentures                                        -        38,571
						     ------------   ----------

Total Current Liabilities                            $	 194,935    $  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                                    (414,110)     (272,688)
						     ------------   ----------

Total stockholders equity                                  3,732       145,154
						     ------------   ----------


Total liabilities and stockholders' equity           $	 198,667    $  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                          SIX MONTHS
<S>                                       <C>                   <C>                 <C>                 <C>
	                                                      ENDED JUNE 30,                        ENDED JUNE 30,
						 -----------------------------------   ----------------------------------
	                                                 2004               2003               2004               2003
							------		 -------	      ------		-------
Costs and expenses:

General and administrative expenses	         $     69,637	  $	  55,626	$     140,928     $       91,163
						 ------------	  --------------	-------------	  --------------
Operating loss                                        (69,637)           (55,626)	     (140,928)           (91,163)


Interest expense                                       (1,992)           (11,162) 	       (4,594)           (23,202)
Loss on sale of accounts receivable                         -                  -  	            -		 (10,508)
Interest income                                         2,300             10,354  	        4,100		  23,628
						 ------------	  --------------	-------------	  --------------

Loss before provision
 for income taxes                                     (69,329)           (56,434) 	     (141,422)		(101,245)

Provision for income taxes                                  -                  -    	            -	               -
						 ------------	  --------------	-------------	  --------------

Net loss	                                 $    (69,329)    $      (56,434)	 $   (141,422)     $    (101,245)
						 ============	  ==============	=============	  ==============

Basic loss per share                                        *                  *   	            *                  *
						 ============	  ==============	=============	  ==============

Basic weighted average shares outstanding          24,216,058         24,631,058  	   24,216,058         24,631,058
						 ============	  ==============	=============	  ==============

</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
							 ----------------------------
	                                                      2004	     2003
							 ------------    ------------
Cash Flows From Operating Activities:
Net loss	                                         $  (141,422)  $  (101,245)
Adjustments to reconcile net loss to net cash used in
   operating activities:
      Loss on sale of notes receivable		                   -        10,508
      Bad Debt Expense               		              40,000	         -
Changes in operating assets and liabilities:
   (Increase) decrease in:
      Accounts receivable - other		                   -             -
      Interest receivable  		                      (4,100)            -
   Decrease in:
      Accounts payable and accrued liabilities		     (29,265)      (52,693)
							 -----------	----------

Net Cash Used In Operating Activities		            (134,787)     (143,430)
							 -----------	----------
Cash Flows From Investing Activities:
   Proceeds from sale of notes receivable		           -	    88,046
   Increase in advances		                            (125,000)            -
   Repayments of note receivable shareholder		           -         3,464
   Repayments of note receivable    		                   -       139,087
   Increase in investments		                     (62,500)            -
							 -----------	----------

Net Cash Provided By (Used in) Investing Activities	    (187,500)      230,597
							 -----------	----------
Cash Flows From Financing Activities:
   Borrowings under note payable	                     110,000
   Payments on notes payable		                      (5,597)      (55,000)
   Payments on debentures		                     (38,571)      (16,890)
							 -----------	----------
Net Cash Provided By (Used In) Financing Activities	      65,832       (71,890)
							 -----------	----------

Net Increase (Decrease) In Cash		                    (256,455)       15,277

Cash, beginning of period		                     263,522         5,364
							 -----------	----------

Cash, end of period		                         $     7,067	$   20,641
							 ===========	==========
Cash paid during the period for:

   Interest 		                                 $     7,157	$   10,941
							 ===========	==========
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					 $         -	$   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)
SIX MONTHS ENDED JUNE 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 three months ended June 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 six months ended June  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)
SIX MONTHS ENDED JUNE 30, 2004 AND 2003
================================================================================

4.  Investments

In  March  2004, the  Company  obtained  a  secured  promissory  note  from  US
Daylighting,  L.L.C.  ("Daylighting").  Under the terms of the Note the Company
is to initially advance  $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 25.0% interest in the
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 June 30, 2004 the Company had advanced $102,500  under this
note.


5.  Debentures

During  2001,  the Board of Directors approved the sale of up to $1,000,000  of
subordinated debentures. As of December 31, 2002, the Company had sold $385,000
of the subordinated  convertible  debentures.  The debentures require quarterly
interest only payments at a 10% rate. The Company began to repay the debentures
during 2003. As of June 30, 2004, these debentures were paid in full.


6.  Notes

In May of 2004, the Company issued a promissory  note  to an unrelated party in
the  amount of $110,000.  The note is to be repaid in ninety  days,  and  bears
interest  at  a  rate  of  12.00%.   The note is secured by a receivable in the
amount of $125,000 (See Note 3).

In  June  of  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.


7.  Subsequent Events

In July of 2004, an additional loan of $15,000 from a related party was made to
the Company.


                                       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.

During 2001, the Board of  Directors  approved  the sale of up to $1,000,000 of
subordinated debentures. As of December 31, 2002, the Company had sold $385,000
of  the subordinated convertible debentures. The debentures  require  quarterly
interest  only  payments  at  a  10%  rate.   As  of  December  30, 2003, these
debentures have an outstanding principal balance of $38,571.

General Condition.  The Company ended the quarter with $7,067 in cash and other
current assets of $89,100.  Other current assets include a non-interest bearing
advance  to  an unrelated party of $85,000 and interest receivable  of  $4,100.
The advance of  $85,000 is currently past due.  Other assets include a $102,500
investment that bears  interest at 9%.  Total liabilities were $194,935 at June
30,  2004.  Current  liabilities   consist  of  accounts  payable  and  accrued
liabilities of $57,232, current portion  of long-term notes payable of $122,700
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.  Our 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, 2004, to the six months ended  June
30, 2003.

Operating Income (Expense)

The  Company  recorded  an  operating  loss  of $141,422 comprised primarily of
general and administrative costs during the six  months  ended  June  30, 2004,
compared  to  an operating loss of $101,245 also comprised primarily of general
and administrative  costs for the six months ended June 30, 2003.  The increase
in the loss from operations  for the six months ended June 30, 2004 as compared
to the loss from operations for the six months ended June 30, 2003 is due 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 $4,594 for the  six  months ended June
30,  2004,  compared  to  $23,202 for the six months ended June 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 $4,100 for  the  quarter ended June 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.

 10.31 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


August 16, 2004                           /s/ E. H. Hawes, II,
                                        ---------------------------------------
                                  ----

                                        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:  August 16, 2004

/s/ E. H. Hawes, II
--------------------------------------
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
June 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.

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

August 16, 2004


                                      13
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