<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  FORM 10-QSB


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999
                               ------------------


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period ______________  to  _______________

Commission file number 0-5474


              NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
              ---------------------------------------------------
       (Exact name of small business issuer as specified in its charter)


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

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

Issuer's telephone number, including area code           (972) 671-1133
                                                         --------------


Check whether the issuer (1) has filed all reports required to be filed by
Sections 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.

                                             Yes xx   No
                                                 --      --

Number of shares of common stock, par value $.01 per share, outstanding as of
September 30, 1999:33,620,920

Transitional Small Business Disclosure Format (Check One):    Yes    No xx
                                                                  --    --

                                       1
<PAGE>

                         PART 1. FINANCIAL INFORMATION
                         Item 1. Financial Statements

     NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                   September 30, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                       30-Sept-99    31-Dec-98
                                                                      -----------   -----------
ASSETS                                                                 UNAUDITED
------
<S>                                                                  <C>          <C>
CURRENT ASSETS:
   Cash                                                               $   117,415   $   183,205
   Restricted cash                                                              -        97,904
   Accounts receivable (net)                                              118,343       270,525
   Inventories, at cost                                                         -       123,090
   Prepaid Expenses                                                        11,296        47,809
   Notes receivable - current                                              15,650        39,166
   Current deferred tax asset                                              30,000        30,000
                                                                      -----------   -----------
               TOTAL CURRENT ASSETS                                       292,704       791,699
                                                                      -----------   -----------
PROPERTY AND EQUIPMENT, net of accumulated depreciation                    43,919       945,127
                                                                      -----------   -----------

OTHER ASSETS:
   Deposits                                                                43,877       100,893
   Long-term deferred tax asset                                           266,500       378,000
   Revenue interest rights                                                      -        90,176
   Trade name, contract rights and organizational costs, net of
     accumulated amortization                                              82,714       125,608
   Goodwill and merger costs                                              439,145       643,098
   Casino and truck stop under construction                                     -     1,604,923
   Assets of business transferred under contractual agreement                   -       675,488
   Investments                                                            204,522             -
                                                                      -----------   -----------
                                                                        1,036,758     3,618,186
                                                                      -----------   -----------
             TOTAL ASSETS                                             $ 1,373,381   $ 5,355,012
                                                                      ===========   ===========

LIABILITY AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued liabilities                           $   274,626   $ 1,114,966
   Notes payable - current                                              1,212,432     2,357,498
   Preferred stock dividends payable                                      447,018       780,000
                                                                      -----------   -----------
               TOTAL CURRENT LIABILITIES                                1,934,076     4,252,464

   Liabilities of business transferred under contractual agreement              -       770,215

NOTES PAYABLE-LONG-TERM                                                   310,510     1,446,749
                                                                      -----------   -----------

             TOTAL LIABILITIES                                          2,244,381     6,469,428

STOCKHOLDERS' DEFICIT:
  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
     authorized                                                                 -             -
  Common stock, $.01 par value, 100,000,000 shares authorized,
      33,620,920 and 41,788,552 shares issued and outstanding
      at September  30, 1999 and  December 31, 1998                       336,210       417,886
  Additional paid-in-capital                                              466,959       466,959
  Retained earnings (deficit)                                          (1,674,169)   (1,999,261)
                                                                      -----------   -----------
             TOTAL STOCKHOLDERS' DEFICIT                                 (871,000)   (1,114,416)
                                                                      -----------   -----------
----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                             $ 1,373,381   $ 5,355,012
                                                                      ===========   ===========

</TABLE>


    The accompanying notes are an integral part of the financial statements

                                       2
<PAGE>

     NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
      FOR THE QUARTERS AND NINE MONTHS ENDED September 30, 1999 and 1998

<TABLE>
<CAPTION>
                                         QUARTER ENDED                   NINE MONTHS ENDED
                                 30-Sept-99        30-Sept-98       30-Sept-99        30-Sept-98
                                 ----------        ----------       -----------       -----------
<S>                            <C>               <C>              <C>              <C>
REVENUE:
 Video Poker Revenue             $       -         $3,820,367       $ 4,128,171       $11,756,218
 Truck Stop and
  Convenience Store                      -          2,272,855         1,905,959         6,318,292
 Cruise Revenue                     163,076           209,945           667,466           719,096
                                 ----------        ----------       -----------       -----------
                                    163,076         6,303,167         6,701,596        18,793,606
COST AND EXPENSES:
 Cost of revenue                     60,901         4,066,703         4,189,265        12,042,249
 General and
  administrative expenses           230,182         2,071,737         2,255,916         5,688,262
 Depreciation and
  Amortization                       86,187           152,754           319,259           463,107
                                 ----------        ----------       -----------       -----------
                                    377,270         6,291,194         6,764,440        18,193,618

OPERATING INCOME (LOSS)            (214,194)           11,973           (62,844)          599,988
                                 ----------        ----------       -----------       -----------

OTHER REVENUE (EXPENSE)
Other revenue (expense)               9,047           (79,217)           66,936          (266,047)
Interest expense                    (33,942)          (77,322)         (167.749)         (215,001)
Income from equity
 investments                         37,278                -            107,363                -
Gain on sale of assets                                     -            597,857                -
                                 ----------        ----------       -----------       -----------
 INCOME BEFORE PROV. FOR
 INCOME TAXES                      (201,811)         (144,566)          541,563           118,940

PROVISION FOR INCOME TAXES          (23,206)          (55,000)         (216,471)          (84,600)
                                 ----------        ----------       -----------       -----------

NET INCOME                       $ (225,017)       $ (199,566)      $   325,092       $    34,340
                                 ==========        ==========       ===========       ===========


BASIC INCOME PER SHARE           $       *         $       *        $        *        $        *
                                 ==========        ==========       ===========       ===========

BASIC WEIGHTED AVERAGE
SHARES OUTSTANDING               33,620,920        41,788,552       36,313,542        41,788,552
                                 ==========        ==========       ==========        ==========


DILUTED INCOME PER SHARE         $      **         $     * *        $       *         $       *
                                 ==========        ==========       ==========        ==========

DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING               33,620,920        41,788,552       36,313,542        41,788,552
                                 ==========        ==========       ===========       ==========
</TABLE>

*Less than $.01 per share
**All potential common stock is anti-dilutive


    The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>

      NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
             FOR THE NINE MONTHS ENDED September 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                    30-SEPT-99    30-SEPT-98
                                                    ----------    ----------
<S>                                                 <C>          <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income                                           $ 325,092     $  34,340

Adjustments to reconcile net income to net cash:
Depreciation and amortization                          319,259       463,107
Deferred tax expense                                   111,500             -
Gain on disposal of assets                            (597,858)            -
Income from equity investments                        (107,363)            -

Changes in operating assets and liabilities:
(Increase) decrease in:
     Accounts receivable                               (34,525)       85,438
     Inventories                                       (12,177)        5,720
     Prepaid insurance/expenses                         25,544        28,750
     Deposits                                            1,320      (739,446)

Increase (decrease) in:
     Accounts payable and accrued liabilities          (37,209)      229,513
                                                     ---------     ---------

Net cash provided (used) by operating activities         6,417       107,422
                                                     ---------     ---------


CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property, plant and equipment       (345,611)     (173,142)
     Proceeds from Kings sale of fixed assets          325,000             -
     Proceeds to borrowers                                   -        12,003
     Repayment by borrowers                             32,016        (7,746)
     Purchase of intangibles                                 -             -
                                                     ---------     ---------
Net cash provided (used) by investing activities        11,405      (168,885)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable                       125,887             -
     Payments on borrowings                           (294,569)      242,988
                                                     ---------     ---------

Net cash provided (used) by financing activities      (168,682)      242,988
                                                     ---------     ---------

NET INCREASE (DECREASE) IN CASH                       (163,694)      181,525

CASH - beginning of period                             281,109       615,712
                                                     ---------     ---------

CASH - ending of period                              $ 117,415   * $ 797,237
                                                     =========     =========

</TABLE>

*($770,008 of which is included in assets of
  Business that the majority interest was
  Transferred under contractual agreement)



    The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>

      NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
      --------------------------------------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                  (UNAUDITED)
                          September 30, 1999 AND 1998
                          ---------------------------


Note 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 consolidated
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.  It is suggested that these consolidated
financial statements be read in conjunction with the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1998.


Note 2. RESTRUCTURE OF OM OPERATING, L.L.C. AND RELATED MATTERS
---------------------------------------------------------------

     Effective April 15, 1998, the Company and Donald I. Williams entered into
Amendment No. One (the "Amendment") to the Operating Agreement (the "Operating
Agreement") of OM Operating, L.L.C. ("OM") to effect a restructuring of OM which
the Company believed effectively addressed certain preliminary questions and
concerns raised by the Louisiana Gaming Control Board ("Gaming Control Board")
and the Video Gaming Division of the Gaming Enforcement Section of the Office of
State Police within the Department of Public Safety and Corrections (the
"Division") in their review of OM's application for renewal of its license to
operate video poker casinos.  The Company elected to voluntarily effect the
restructure of OM even though the Gaming Control Board had not made a final
determination whether OM's existing structure satisfied the Louisiana residency
requirements of the Louisiana Video Draw Poker Devices Control Law and the Rules
and Regulations promulgated thereunder (the "Louisiana Act").  However, after
the Company presented the Amendment and related documents to the Division, the
Company had a meeting on November 13, 1998 with the Division, wherein the
Division expressed serious concerns and doubts that the Amendment would satisfy
the Louisiana Act and indicated the Division would recommend that OM's license
to operate video poker casinos in Louisiana not be renewed, unless various
changes were implemented to comply with the Louisiana Act.  Among the concerns
expressed by the Division were the 20% gross income allocation to the Company
under the Operating Agreement and its contribution, pursuant to the Amendment,
by the Company to OM for additional interests in OM which were then assigned to
Williams in exchange for a $4 million nonrecourse note (the "Note"), in addition
to certain other aspects of Amendment No. One and the related documents.  Rather
than risk loss of OM's license, the Company entered into further amendments to
the Operating Agreement and various documents put into place in conjunction with
the Amendment, and agreed to transfer 50% of its remaining Louisiana gaming
interests (including 50% of its interest in OM, River Port Truck Stop, LLC
("RPLLC") and the Gold Rush Truck Stop) to certain former holders of Class A
Preferred Stock of the Company and certain related persons and entities in
exchange for mutual releases and settlements, dismissal of pending litigation
and cancellation of debentures, accrued dividends and Common Stock of the
Company ("Common Stock").  The Company believes the further restructuring of OM
effectively addresses the concerns raised by the Division.  The Company has
submitted to the Division and Gaming Control Board the documents effecting the
further restructure of OM for their review in connection with OM's license
renewal request.  There can be no assurance that the Gaming Control Board will
agree with the Company's conclusion that OM, as further restructured, complies
with the residency requirements of the Louisiana Act, but the Company believes
the Gaming Control Board will agree with such restructure and with the Company's
conclusion.

     As part of the further restructure of OM, the Company entered into a
Release and Settlement Agreement (the "Settlement Agreement") with, among
others, Williams and ten former holders of Class A Preferred Stock of the
Company (the "North Louisiana Group") on February 2, 1999, but to become
automatically effective as of midnight March 31, 1999.  At February 2, 1999, the
North Louisiana Group owned 5,614,632 shares of Common Stock (representing
approximately 13.4% of the issued and outstanding shares of Common Stock) and
were owed $306,960 in original principal amount of subordinated debentures, and
were owed accrued dividends of $255,072 accrued on the Class A Preferred Stock
prior to its conversion to Common Stock.  As part of the Settlement Agreement
and pursuant to related documents executed in connection therewith, the North
Louisiana Group agreed, among other things, to (i)  dismiss with prejudice its
pending lawsuit against the Company for the payment of accrued dividends and
agreed to cancel all accrued dividends payable to the North Louisiana Group;
(ii) mark their subordinated debentures "canceled" and return them to the
Company and cancel all principal and accrued interest thereunder; (iii) return
to the Company for cancellation 5,614,632 shares of Common Stock owned by the
North Louisiana Group; (iv) be responsible on a 50/50 basis with the Company for
any funds expended in settlement with any other former holders of Class A
Preferred Stock which the Company may desire to pursue; (v) assume 50% of the
debt owed by the Company to Regions Bank, Springhill Branch, formerly known as
Springhill Bank & Trust Company; and (vi) release all claims, known


                                       5
<PAGE>

or unknown, which the North Louisiana Group might have against, among others,
the Company, International Tours, Inc. ("International") and the officers and
directors of the Company as of the date of the Settlement Agreement. In return,
the Company (a) released all claims it might have, known or unknown, against,
among others, the North Louisiana Group as of the date of the Settlement
Agreement; (b) agreed to assign to one or more members of the North Louisiana
Group a 24.5% interest in OM and a 25% interest in RPLLC; and agreed to assign
to one or more members of the North Louisiana Group 50% of the Company's
ownership of the Gold Rush Truck Stop.

     Under the Settlement Agreement, Williams agreed to release all claims he
might have, known or unknown, against, among others, the Company, International,
the officers and directors of the Company and the North Louisiana Group as of
the date of the Settlement Agreement, and the Company agreed to release all
claims the Company might have, known or unknown, against, among others, Williams
as of the date of the Settlement Agreement.  Williams also agreed, among other
things, to (i) mark his subordinated debenture in the original principal amount
of $93,900 "canceled" and return it to the Company and cancel all principal and
accrued interest thereunder; (ii) return to the Company for cancellation 824,000
shares of Common Stock owned by Williams, 1,279,000 shares of Common Stock owned
by P. & J. Williams, L.L.C. (an affiliated entity) and 450,000 shares of Common
Stock owned by New Orleans Video Poker Company, Inc. (an affiliated entity), an
aggregate of 2,553,000 shares (representing approximately 6.1% of the issued and
outstanding shares of Common Stock); (iii) cancel the $78,000 of accrued
dividends payable to Williams accrued on the Class A Preferred Stock prior to
its conversion to Common Stock; and (iv)  pay to the Company certain amounts
which could aggregate between $150,000 and $300,000 over six years in
conjunction with the possible additional settlements by the Company with other
former holders of Class A Preferred Stock which the Company may desire to
pursue. The Company and Williams also entered into amendments to several other
existing agreements in connection with the Settlement Agreement as described in
the following paragraphs.

     The Company and Williams entered into a Second Amendment (the "Second
Amendment") to the Operating Agreement, effective midnight March 31, 1999.  The
Second Amendment amends the Operating Agreement, as amended by the Amendment, to
delete all references to the Note and to the contribution of the 20% special
gross income allocation so that neither provision shall ever have been deemed to
have existed and neither provision shall have ever been of any force or effect.
As a result, the Note is deemed to never have existed and the 20% special gross
income allocation was not deemed to have been contributed by the Company for
additional ownership interests in OM.  Under the Second Amendment, the Operating
Agreement was amended to terminate, and to delete all references to, the 20%
gross income allocation after March 31, 1999 and no further allocation or
distributions will be made to the Company pursuant to such 20% special gross
income allocation.  Thereafter, distributions will be made in accordance with
capital accounts and the Sharing Ratios of the Members, which will be 51% to
Williams, 24.5% to the Company and 24.5% to one or more members of the North
Louisiana Group; provided, however, Williams is entitled under the Second
Amendment to distribution of the initial $4,166 to be distributed per month up
to a maximum of $50,000 per year, which distributions are to be credited against
any other distributions to Williams during such year.  Pursuant to the Second
Amendment, OM will no longer be managed by a manager and, instead, will be
managed by the members, who shall take actions by the vote of members owning at
least 65% of the Sharing Ratios, except for certain enumerated major decisions
which require unanimous vote.  Related agreements were also entered into
effective as of midnight March 31, 1999 canceling the Note and the Company's
security interest in the ownership interests of Williams securing the Note.

     The Company and OM also entered into a Termination of Consulting and
Administrative Agreement (the "Termination") effective midnight March 31, 1999.
The Termination has the effect of terminating the Consulting and Administrative
Agreement entered into between the Company and OM on April 15, 1998 (the
"Consulting Agreement") pursuant to which the Company agreed to provide
consulting and administrative services relating to the daily management of each
of OM's video poker casinos, and pursuant to which the Company received a fee of
$400,000 per year for rendering such services, reduced by $50,000 for each
existing video poker casino OM loses the right to operate, and increased by
$50,000 for each new video poker casino operated by OM during the term of the
Consulting Agreement.

     Williams and OM also entered into a Second Amendment to Employment
Agreement (the "Employment Amendment") effective midnight March 31, 1999 which
amends the Employment Agreement dated April 15, 1998 pursuant to which Williams
received an annual salary of $250,000, was eligible to participate in any
employee benefit plans of OM, was furnished the use of a company automobile and
was reimbursed for expenses incurred on behalf of OM during the course of his
employment.  Under the Employment Amendment, Williams will receive an annual
salary of $100,000 and will continue to be eligible to participate in any
employee benefit plans of OM, but will no longer be furnished the use of a
company automobile or be reimbursed for expenses.  Under the Employment
Agreement, as amended by the Employment Amendment, the Employment Agreement
terminates on March 31, 2004.

     As part of the Settlement Agreement, the Company and OM have modified the
terms of the lease of the Gold Rush Truck Stop by the Company to OM.  The
Company and OM have entered into a Lease Agreement (the "Lease") effective
midnight March 31, 1999 for an initial term of six months and thereafter to be a
month-to-month lease until terminated by either party, with or without cause, on
60 days' prior written notice.  The Company will be responsible for major
repairs and OM will be responsible for non-major repairs and maintenance, and OM
will pay a rental of $33,333.33 per month for the term of the Lease.  The
Company and Williams also mutually

                                       6
<PAGE>

agreed to terminate the right of first refusal previously granted to Williams to
purchase the land and buildings constituting the Gold Rush Truck Stop, or any
portion thereof, if the Company proposed to sell them to a third party. In
conjunction with the Lease, the Company has agreed to be solely responsible for
the indebtedness to Regions Bank, Springhill Branch, formerly known as
Springhill Bank & Trust Company, which is secured by a mortgage on the Gold Rush
Truck Stop. As of September 30, 1999, the outstanding principal balance of such
indebtedness was approximately $441,588.

     Pursuant to the Second Amendment, the parties agreed to delete the
requirement that all video poker gaming opportunities within Louisiana that
either party desires to pursue must first be presented to OM for its review and
determination whether it desires to pursue such opportunity.  Effective midnight
March 31, 1999, all parties will be free to pursue any video poker gaming
opportunities they may desire without first offering the opportunity to OM or
any other member.  Likewise, Williams is no longer entitled to receive a
finder's fee of $50,000 for each opportunity brought by him to OM which is
consummated by OM.

     As part of the Settlement Agreement, Williams and the Company also agreed
that to the extent any of the truck stop, convenience store, restaurant or
gaming interests that are part of King's Lucky Lady (See Note 5), Pelican
Palace, Lucky Longhorn, The Diamond Jubilee (See Note 5) or the Video Poker
Tavern Route are held or operated in the name of the Company, effective midnight
March 31, 1999 they shall be deemed to be in the name of and operated by OM,
unless prohibited by applicable laws or regulations.

     Pursuant to the Settlement Agreement, the Operating Agreement of RPLLC (the
"River Port Operating Agreement") was also amended to provide that it shall be
managed by the members in the same manner as described above for OM under its
amended Operating Agreement, and to provide that Williams will own 50% of the
membership interests and Sharing Ratios, and the Company will own 25% and one or
more members of the North Louisiana Group will own the remaining 25%.  Other
conforming changes were made to make the River Port Operating Agreement
consistent with the Operating Agreement of OM, as amended by the Second
Amendment.  The amendments to the River Port Operating Agreement also became
effective March 31, 1999.

     The Second Amendment and amendment to the River Port Operating Agreement,
which were effective midnight March 31, 1999, constitute a transfer of ownership
interest and control in all of the Company's gaming operations.  As of April 1,
1999, ownership of OM, RPLLC and the Gold Rush Truck stop are as follows:

<TABLE>
<CAPTION>
                                       North Louisiana
                            Company         Group       Williams   Total
                            --------   ---------------  ---------  ------
<S>                         <C>           <C>           <C>      <C>
OM                            24.5%         24.5%         51.0%    100.0%
RPLLC                         25.0%         25.0%         50.0%    100.0%
The Gold Rush Truck Stop      50.0%         50.0%            -     100.0%

</TABLE>

Therefore, the Company recorded its investment in OM, RPLLC and the Gold Rush
Truck Stop under the equity method for the quarter ended September 30, 1999.

Prior to the effective date of the Second Amendment and amendment to the River
Port Operating Agreement, the application of the existing agreements resulted in
the Company controlling the gaming operations and 100% of the net gaming income
being allocated to the Company and 0% to Williams.  Therefore, the financial
statements of OM, RPLLC and the Gold Rush Truck Stop were consolidated with the
Company through March 31, 1999.

The following are condensed unaudited balance sheets for OM, RPLLC and the Gold
Rush Truck Stop as of September 30, 1999 and December 31, 1998 and the condensed
unaudited statements of income for the six months and nine months ended
September 30, 1999.

                                       7
<PAGE>

                           CONDENSED BALANCE SHEETS
                                  (UNAUDITED)
                              September 30, 1999

<TABLE>
<CAPTION>
                                                    Gold                 December
 Assets                       OM        RPLLC       Rush       Total     31, 1998
                         ----------  ----------   --------  ----------  ----------
<S>                    <C>          <C>          <C>       <C>         <C>
Cash                     $  638,000  $      -0-   $174,000  $  812,000  $  398,000
Accounts receivable         215,000      12,000     49,000     276,000     200,000
Restricted cash                   -           -          -           -     200,000
Prepaid expenses             51,000       7,000      1,000      59,000      40,000
Inventories                  12,000           -     74,000      86,000     138,000
Notes receivable                  -           -          -           -      17,000

Property and
  equipment, net            181,000   1,962,000    478,000   2,621,000   1,086,000
Casino and truck
  stop under
  construction                    -           -          -           -   1,605,000
Intangibles and
other, net                  171,000       7,000     28,000     206,000     375,000
                         ----------  ----------   --------  ----------  ----------

 Total Assets            $1,268,000  $1,988,000   $804,000  $4,060,000  $4,059,000
                         ==========  ==========   ========  ==========  ==========

LIABILITIES

Accounts payable
  and accrued
  liabilities            $  590,000  $  254,000   $157,000  $1,001,000  $  932,000
Notes payable                40,000   1,968,000    442,000   2,450,000   2,172,000
                         ----------  ----------   --------  ----------  ----------

Total Liabilities           630,000   2,222,000    599,000   3,451,000   3,104,000
                         ----------  ----------   --------  ----------  ----------

Capital                     638,000    (234,000)   205,000     609,000     955,000
                         ----------  ----------   --------  ----------  ----------

Total Liabilities and
  Capital                $1,268,000  $1,988,000   $804,000  $4,060,000  $4,059,000
                         ==========  ==========   ========  ==========  ==========
</TABLE>

                        CONDENSED STATEMENTS OF INCOME
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                               Six Months Ended     Nine Months Ended
                              September 30, 1999   September 30, 1999
                              ------------------   ------------------
<S>                               <C>                  <C>
Revenues                              $8,978,000          $15,013,000
Costs of revenue                       6,013,000            9,896,000
General and administrative             2,493,000            4,068,000
                                      ----------          -----------

   Operating income                      472,000            1,049,000

Interest expense, net                    (98,000)            (151,000)
Other income (expense)                   (23,000)            (419,000)
                                      ----------          -----------

   Net income                         $  351,000          $   479,000
                                      ==========          ===========

</TABLE>

                                       8
<PAGE>

Note 3. NEW CASINO OPERATIONS
-----------------------------

    Construction of the River Port Truck Stop convenience store was completed in
January 1999.  Final design and permitting for the casino were completed during
May 1999 and construction commenced in June 1999, with completion targeted for
the end of the fourth quarter of 1999.  Effective July 17, 1998, RPLLC borrowed
$1,750,030 from Cottonport Bank ("Bank") for purposes of funding construction of
the truck stop and video poker casino to be owned and operated by RPLLC.  This
note bears interest at an annual rate of 10.25% until December 10, 1999, at
which time all interest must be paid and the Bank has agreed to renew the loan
for a five year  term, with monthly payments of principal and interest at an
interest rate equal to 2% above the prime rate of Chase.  The full amount of the
loan is guaranteed by the Company and OM; $1,000,000 of the loan is guaranteed
by Williams and his spouse; and $750,000 is guaranteed by E.H. Hawes, II, the
President and Chief Executive Officer of the Company, and an unaffiliated
individual (which guaranty will be secured by a second lien on the Company's
Gold Rush property).  The lease of the property upon which the truck stop and
video poker casino is being constructed has been pledged as collateral for the
loan, and the improvements being constructed thereon have been also pledged as
collateral for the loan.  RPLLC borrowed an additional $250,000 from the Bank
during the third quarter of 1999.  River Port Casino is projected to open during
the first quarter of 2000.


Note 4. PRESENT CASH SHORTFALL
------------------------------

    As of September 30, 1999, the Company was twenty four principal payments in
arrears (for a total of $992,525 of principal; interest has been paid current
through September 3, 1999).  The Company made an interest and principal payment
in September 30, 1999.  The note was issued to International by the Company as
partial consideration for an acquisition in 1996.  The note had an original
principal balance of $1,400,000, requires monthly payments of principal and
interest of $50,000, had an unpaid principal balance of $992,525 at September
30, 1999, and was secured by a pledge of the outstanding capital stock of I.T.
Cruise and GalaxSea owned by the Company.  On March 22, 1999, International
agreed to allow the $1,119,346 then accrued and owed to it to continue to remain
outstanding (with interest accruing thereon) until the earlier of January 1,
2000 or the time that excess cash flow is available to pay such amount (or any
portion thereof) and, further, granted relief to the Company to allow it to pay
the lesser of $50,000 per month or excess available cash flow, until January 1,
2000, at which time any accrued amounts will be due and payable and the regular
$50,000 scheduled monthly payments will recommence.   Until such time as the
regular scheduled payments on the International note recommence and the
International note is current, all payments are suspended on the subordinated
debentures issued by the Company in connection with the redemption of 313,000
shares of Class A Preferred Stock, which have aggregate remaining principal
balances of $514,067 and accrued interest of $115,572 at September 30, 1999
(after cancellation of the remaining principal of $382,279 owing on debentures
in the original principal amount of $400,860 and $68,810 of accrued interest as
part of the Settlement Agreement; see Note 2.) and required aggregate payments
of principal and interest of $11,250 per month until July 1, 1997, $31,114 per
month, from July 1, 1997 through December 31, 1997, and $16,670 per month
thereafter. As of September 30, 1999, 29 monthly payments, for a total of
$297,342 (after the redemption of debentures in accordance with the Settlement
Agreement; see Note 2), have not been made pursuant to the subordinated
debentures.  The subordinated debentures and the amounts unpaid are expressly
made subordinate to the International note as well as other senior debt of the
Company.

Note 5. LEASE TERMINATION
-------------------------

    As of April 1, 1999, the Company and OM will no longer operate King's Lucky
Lady Truck Stop and the video poker casino as a result of settlement of
litigation involving this truck stop.  During the course of the litigation, OM
was ordered by the court to escrow 50% of the monthly operating profit generated
by King's Lucky Lady, and effective from the date of the judgment on March 3,
1998 OM was required to escrow 100% of the operating profit.  As of March 1,
1999, OM had placed in escrow $775,595 for the period from May 1997 through
February 1999.  OM and the Company also petitioned the court to grant a
management fee for services from April 30, 1997 through the date the appeal was
concluded and also asserted a claim for damages for unjust enrichment against
Guillory.  On March 31, 1999, the parties agreed to a full settlement regarding
the remaining outstanding issues including the ownership of the escrowed funds.
As a result of the settlement, the Company and OM agreed to vacate the property
effective 12:01 a.m., April 1, 1999.  Under the terms of the settlement, the
Company and OM received $325,000 as proceeds for the sale of all video poker
related equipment and inventory of the escrow fund and are entitled to 20% of
the net profits of King's Lucky Lady for the month of March 1999.  All remaining
claims were dismissed.

                                       9
<PAGE>

    Effective August 17, 1999, the Company and OM no longer operate the Diamond
Jubilee Casino/Bar and Stan's Truck Stop/Restaurant.  The original Sublease
Agreement between New Orleans Video Poker Company, Inc. ("Sublessor") and OM
("Sublessee") required the 50% net rental payments to Sublessor to be a minimum
of $5,000 per month.  This property collectively was operated at a net loss for
the year OM operated it.  The Landlord would not renegotiate lease terms that
were acceptable to the Company and OM.  Therefore, the Company and OM elected to
discontinue operations.

Note 6.  GAIN (LOSS) ON SALE OF ASSETS
--------------------------------------

The following is a summary of the resulting gain (loss) from the above
transactions which is included in other income (expense) in the accompanying
financial statements:

<TABLE>
<CAPTION>

Proceeds:
   <S>                                        <C>
     Cash                                      $  325,000

     Assumption of debt                                 -
     Common stock with a fair value of $.01        82,000
     Cancellation of debentures, accrued
      interest and accrued dividends              784,000
                                               ----------

                                                1,191,000
                                               ----------

     Cost of Assets Sold                          568,000
                                               ----------

     Gain (Loss) before selling costs             623,000

     Less selling costs                            25,000
                                               ----------

     Gain (Loss) on sale of assets             $  598,000
                                               ==========

</TABLE>

Note 7.  SALE OF CRUISE DIVISION
--------------------------------

    On October 22, 1999, the Company entered into an agreement with
travelbyus.com, ltd. ("TBU") to sell all of its cruise related assets.  Pursuant
to the agreement, TBU is acquiring all of the assets of GalaxSea Cruises and
Tours, Inc., a wholly owned subsidiary of the Company, and all of the
outstanding capital stock of I.T. Cruise, Inc., also a wholly owned subsidiary
of the Company.  The purchase price is $1,333,334 in cash and 666,667 shares of
common stock in TBU.  The sale has been approved by written consent of a
majority of the outstanding shares of the Company's common stock.  The cash
portion of the purchase price has been paid to the Company, but the TBU shares,
$66,667 in cash and the assets being sold by the Company have been placed in
escrow pending the dissemination of an Information Statement to the remaining
stockholders of the Company.  After dissemination of the Information Statement,
the sale will be consummated with an effective date of October 1, 1999.  TBU is
a Toronto, Canada-based Internet travel company that is in the process of
acquiring several U.S. based travel-related operations.


                                       10
<PAGE>

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

Liquidity and Capital Resources

     Present Cash Shortfall.  As of September 30, 1999, the Company was twenty
four months in arrears (a total of $992,525 of principal)  in payments to
International on the promissory note issued to International by the Company as
partial consideration for a 1996 acquisition.  The note had an original
principal balance of $1,400,000, requires monthly payments of principal and
interest of $50,000, had an unpaid principal balance of $992,525 at September
30, 1999, and was secured by a pledge of the outstanding capital stock of I.T.
Cruise and GalaxSea owned by the Company.  A substantial portion of the cash
proceeds from the sale of  GalaxSea Cruises and Tours, Inc. and I.T. Cruise,
Inc. to TBU will be used to reduce the amounts owed to International under this
note.

     International agreed to allow the $1,119,346 accrued and owed to it at
March 22, 1999  to continue to remain outstanding (with interest accruing
thereon) until the earlier of January 1, 2000  or the time that excess cash flow
is available to pay such amount (or any portion thereof) and, further, granted
relief to the Company to allow it to pay the lesser of $50,000 per month or
excess available cash flow, until January 1, 2000, at which time any accrued
amounts will be due and payable and the regular $50,000 scheduled monthly
payments will recommence. The application of a substantial portion of the cash
proceeds from the sale of GalaxSea Cruises and Tours, Inc. and I.T. Cruise, Inc.
to TBU will reduce the note substantially.  However, until the International
note is current, all payments are suspended on the subordinated debentures
issued by the Company in connection with the redemption of 313,000 shares of
Class A Preferred Stock, which have aggregate remaining principal balances of
$514,067 and accrued interest of $115,572 at September 30, 1999 (after
cancellation of the remaining principal of $382,279 owing on debentures in the
original principal amount of $400,860, and $68,810 of accrued interest as part
of the Settlement Agreement; see Note 2) and required aggregate payments of
principal and interest of $11,250 per month until July 1, 1997, $31,114 per
month, from July 1, 1997 through December 31, 1997, and $16,670 per month
thereafter.  As of September 30, 1999, 29 monthly payments, for a total of
$297,342 (after the redemption of debentures in accordance with the Settlement
Agreement; see Note 2) have not been made pursuant to the subordinated
debentures.  The subordinated debentures and the amounts unpaid are expressly
made subordinate to the International note as well as other senior debt of the
Company.

     As noted previously, the structure of OM and the various interests
(including revenue and profits interests) of the Company in OM are being
reviewed by the Louisiana Gaming Control Board.  Any adverse ruling by the
Louisiana Gaming Control Board could further compound the Company's cash flow
situation and possibly result in the inability to meet its scheduled debt
payments, even as revised.  The Company does not believe the review will result
in material adverse changes in OM's structure, but it cannot predict the results
of the review until the review is completed.  Strict enforcement of the
Louisiana Act and the perceived anti-gaming sentiment in Louisiana within
certain segments of the population and with certain politicians may also impact
the review of OM and any possible restructuring of OM, or even a possible loss
of OM's license to operate the video poker casinos.

     The Company will seek to meet its long-term liquidity needs primarily
through cash flow from operations, restructuring its payment obligations on
certain debt described above and application of proceeds from the sale of the
cruise division.  While the Company believes it will be able to generate and
obtain the necessary capital to meet such needs if it is able to satisfactorily
restructure its payment obligations as described above, there can be no
assurance that all of such capital will be available on terms acceptable to the
Company, which could delay or cause the Company to postpone certain planned
activities.

     General Condition.  The Company ended the third quarter of 1999 with
$117,415 in cash and other current assets amounting to $175,289, including
accounts receivable of $118,343,  prepaid expenses of $11,296 and other assets
of  $45,650. The Company also reflects an asset of $204,522, representing the
Company's equity investment in previously wholly-owned subsidiaries (see Note
2.)  The Company's total liabilities were $2,244,381 at September 30, 1999
including accounts payable and accrued liabilities of $274,626, current notes
payable of $1,212,432, long-term notes payable of $310,305 and preferred stock
dividends payable of $447,018.   The current portion of other notes payable
totaling $1,212,432 includes debt with contractual maturities of less than one
year and the current portion of long term debt.  See discussion of Present Cash
Shortfall above.

     Effective June 10, 1996, the Company acquired GalaxSea and I.T. Cruise,
companies engaged in the cruise travel industry. Cruise revenue as reported is
presented on an accrual basis, and is estimated based on the receipt of
quarterly cash payments of previous years actual revenue; adjusted for seasonal
variations.  Cruise revenue is comprised of overrides and commissions on cruise
sales generated by I.T. Cruise from the International network and GalaxSea's
franchise system.  The Cruise lines make payments of overrides and commissions
on a quarterly basis which are received 30-45 days following the end of each
quarter.  Bonus overrides and commissions are paid by the cruise lines on an
annual basis, which are received 30-45 days into the next calendar year.
GalaxSea franchisees are billed monthly for license fees.

                                       11
<PAGE>

Results of Operations

    The Company's operations resulted in a net income before taxes of $541,563
for the nine months ended September 30, 1999, an increase of 355% from 1998's
$118,940.  A  gain on sale of assets was recorded during the nine months ended
September 30, 1999 of $597,857, primarily the results of the sale of the
majority of the Company's interest in certain subsidiaries (Note 2). The
Company's operating profit before depreciation, amortization, interest and other
revenue/expense amounted to $256,415 through September 30, 1999, down 76% from
1998's $1,063,095.  This decrease is due to the change in financial reporting as
discussed in Note 2.

    The following comparisons are based on the operational results of the
Company and the underlying third quarter operations of the entities in which the
Company holds an equity investment.  This presentation is to provide comparable
video poker and retail operation results for the nine months ended September 30,
1999.

    Revenues totaled $15,680,064 through September 30, 1999 compared to
$18,793,606 for 1998, down 17% (including approximately $8,978,000 of revenue
generated by OM, RPLLC and the Gold Rush Truck Stop during the six months ended
September 30, 1999, which is included in the income from equity investments for
the same period in the accompanying financial statements).  (see the unaudited
condensed statements of income in Note 2.)

    Video Poker revenues totaled $10,375,125 through September 30, 1999, down
$1,381,093, or 12% from 1998's $11,756,218.  The primary reason for the loss in
revenues is due to the discontinuation of operations at King's Lucky Lady in
Port Barre, Louisiana, and Diamond Jubilee in New Orleans, Louisiana.  Revenue
losses totaled approximately $1,224,000 and $134,000, respectively, at these two
facilities.  Revenue increases were achieved at the Pelican Palace of
approximately $251,000 and at the Gold Rush of $78,423 and a loss of
approximately $156,000 at the remaining casinos.

    Retail revenues from fuel and convenience store, food and beverage
operations amounted to $4,637,473 for the nine months ended September 30, 1999,
compared to 1998's $6,318,292, a decrease of 27%.  The  King's Truck Stop and
convenience store contributed approximately $1,531,243 to 1998's revenue, and
made minimal contributinos in 1999 prior to the Company's discontinuation of
this facility.  Declines in revenue of  approximately $150,000 were recorded at
the remaining truck stops.

    Cruise revenues accrued for I.T. Cruise and GalaxSea totaled $667,466 for
the nine months ended September 30, 1999 compared to 1998's $719,096, down 7%.

    Cost of revenues totaled $10,202,605 through September 30, 1999 compared to
$12,075,810 for 1998, down 16% (including approximately $9,000,000 of costs of
revenue generated by OM, RPLLC and the Gold Rush Truck Stop during the nine
months ended September 30, 1999, which is included in the income from equity
investments for the same period in the accompanying financial statements).  (see
the unaudited condensed statement of income in Note 2.)

    Video poker operations recorded a direct cost of revenue amounting to
$6,042,939 in 1999 and $6,658,629 in 1998, a decrease of 9%.   The primary
reason for the decrease in costs was due to the decline in revenue.  As a
percentage of revenue, video poker costs increased to 58% from 57% as a result
of  increased profit share payments for the nine months ended September 30,
1999.

    Retail operations (fuel, convenience store, food and beverage) recorded cost
of revenue of $3,853,406 for the nine months ended September 30, 1999 compared
to $5,138,234 for 1998, a decrease of $1,284,828 or 25%, due to discontinued
operations at King's Truck Stop as of March 31, 1999.  As a percentage of retail
revenues, total cost of revenues increased to 83% from 81%.

    In order to comply with State regulations governing truck stops, the
Company continued to be very competitive in its marketing and pricing of fuel
during the first nine months of 1999, in order to maintain and/or increase fuel
sales.  The regulations require a minimum sales level of 100,000 gallons per
month per location, in order to maintain a complement of 50 video poker
machines.

    Cruise operations recorded a direct cost of revenue amounting to $306,260
for the first nine months ended September 30, 1999, compared to 1998's $278,947,
an increase of 10%. Significant improvement has been demonstrated in the
marketing/promotional area.  Also, previous third party commission commitments
have expired.

    Combined Cruise Operations recorded a gross profit totaling $361,260, while
1998's gross profit was $440,149, a decrease of $78,889, or 18%.  The loss in
margin was for the most part due to a  restructuring of contracts by certain
cruise lines.  Marketing fees accrued are the result of a broad based program
coordinated by GalaxSea to produce cruise industry publications and

                                       12
<PAGE>

promotions subscribed to by the cruise lines. The GalaxSea franchise system
included 70 franchisees at September 30, 1999 compared to 75 at the end of the
third quarter of 1998.

    Other expenses totaled $4,557,190 through September 30, 1999, compared to
$6,598,791, down 32% (including approximately $2,475,000 of other expenses
generated by OM, RPLLC and the Gold Rush Truck Stop during the six months ended
September 30, 1999, which is included in the income from equity investments for
the same period in the accompanying financial statements).  (see the unaudited
condensed statement of income in Note 2.)

    General operating and administrative expenses of  $4,621,615 in 1999 and
$5,654,635 in 1998  represented 29% and 30% of total revenue for 1999 and 1998,
respectively.  The decrease amounted to $1,033,020 or 18%.  Discontinuation of
operations at Kings Truck Stop resulted in a reduction of $727,000 of general
and administrative expense in  addition to $158,000 at River Port Truck Stop now
being leased to RVC Operations.

    Depreciation and amortization amounted to $442,104 nine months ended
September 30, 1999 and $463,107 in 1998. Interest expense was $265,627 in 1999
and $215,001 in 1998.  Net other revenue/(expense) was $66,936 in 1999, compared
to ($266,047) in 1998. Income from equity investments in the amount of $107,363
was recorded beginning April 1, 1999, representing the Company's share of net
income/loss in gaming and truck stop ventures; (see Note 2.)  A gain on sale of
assets was recorded totaling $597,857.

Year 2000 Issues

    The Company is aware of the issues associated with the programming code in
many existing computer systems as the millennium approaches.  The "Year 2000"
problem is pervasive.  As a result of certain programs being written using two
digits rather than four digits to define the applicable year, any of the
Company's computer programs that have data sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000.  This could result
in a system failure or miscalculation causing disruptions of operations,
including among other things, a temporary inability to process transactions,
send invoices or engage in normal business activities.  The Company has
implemented a year 2000 program to review the functionality of the Company's
information technology and non-information technology systems and applications
beyond 1999 as well as year 2000 issues related to the Company's third-party
vendors.  OM and RPLLC operate, or will operate,  video poker devices under
licenses granted by the Louisiana State Police Video Gaming Division.  OM
currently operates 191 video poker machines which are linked to an on-line
tracking and accounting system maintained by the Division's technical
department.  The Division's technical department is currently in the testing
stages for an upgrade to its computer system to satisfy the year 2000 compliance
issue.  The Division installed its new computer system in March 1999 and will
require software upgrades for all video poker "Clerk Validation Terminals".  The
mandatory chip upgrade was complete during  the second quarter of 1999 to
coincide with Year 2000 compliance. The chip cost totaled $3,000 and will
require OM to spend approximately $18,600 to $24,800 on hardware, and it is
anticipated that to complete the conversion OM will also incur an estimated
amount of $15,000 for labor and testing.  The second major system which controls
payrolls is managed by a third party (Automatic Data Processing).  The
conversion of this system was completed during the third quarter of 1998.
Another third party vendor who provides accounting software support (Great
Plains Software) has warranted that its software will accurately reflect the
change from the year 1999 to the year 2000 and beyond.

The Company integrates all of its execute office systems through a "Novell" Lan
software networking environment.  The Company has plans to upgrade its current
server with software upgrades provided by Novell and intends to upgrade all
networked hardware to ensure compatibility and compliance with year 2000
requirements. It is estimated that this conversion will cost approximately
$15,000 and is scheduled for completion during the fourth quarter of 1999.

The BIOS upgrades for all older personal computers to ensure that the units will
comply is in place.  In addition, custom application programs, written
internally, will also require an upgrade at an estimated cost of $10,000.   It
is also anticipated that to complete the conversion and upgrade, certain
hardware purchases might be necessary if old equipment fails to meet the new
standards.  The Company estimates that this could cost up to $20,000.

The Company's current plan contemplates expenditures totaling $90,000 to
implement all conversions to meet year 2000 compliance, of which $15,000 has
been expended through September 30, 1999.

                                       13
<PAGE>

Forward Looking Statements

    Statements that are not historical facts included in this Form 10-QSB are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties that could
cause actual results to differ from projected results. Such statements address
activities, events or developments that the Company expects, believes, projects,
intends or anticipates will or may occur, including such matters as future
capital, debt restructuring, the possible effects of anti-gaming sentiment, the
restructuring of Operator, maintaining or increasing fuel sales, compliance with
other gaming law requirements, maintaining a competitive position in the
Company's markets, pending legal proceedings, business strategies, expansion and
growth of the Company's operations, and cash flow.  Factors that could cause
actual results to differ materially ("Cautionary Disclosures") are described
throughout this Form 10-QSB. Cautionary Disclosures include, among others:
general economic conditions, the Company's ability to find, acquire, market,
develop and produce new properties, the strength and financial resources of the
Company's competitors, anti-gaming sentiment, labor relations, availability and
cost of material and equipment, the results of debt restructuring efforts,
regulatory developments and compliance, and pending legal proceedings.  All
written and oral forward-looking statements attributable to the Company are
expressly qualified in their entirety by the Cautionary Disclosures. The Company
disclaims any obligation to update or revise any forward-looking statement to
reflect events or circumstances occurring hereafter or to reflect the occurrence
of anticipated or unanticipated events.



                    THIS SPACE WAS INTENTIONALLY LEFT BLANK

                                       14
<PAGE>

PART II. OTHER INFORMATION


Items 1, 2, 4 and 5 are omitted from this report as inapplicable.

Item 3.
        See, the discussion of the Company's default under certain debt
        instruments described in Item 2 - "Management's Discussion and Analysis
        or Plan of Operation - Liquidity and Capital Resources - Present Cash
        Shortfall."

Item 6. Exhibits and Reports on Form 8-K

(a)  The following documents are filed as part of this Quarterly Report on Form
     10-QSB:

Exhibit
Number  Description of Exhibits
------  -----------------------

(a)     The following exhibits are filed as part of this Form 10QSB pursuant to
        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 2.1.6 to the company's Quarterly
        Report on Form 10-QSB for the second quarter of 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 third quarter of 1998,
        and incorporated herein by reference.

*27.1   Financial data schedule required by Item 601 of Regulation S-B.

______________________

* Filed herewith.

                                       15
<PAGE>

In accordance with the requirements 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
                                    (Registrant)


                                    By:  /s/ E.H. Hawes II
                                         ---------------------------
                                         Chairman of the Board and
                                         Chief Executive Officer



Date: November 12, 1999

                                       16