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

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the quarterly period ended March 31, 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
March 31, 2004: 24,631,587.

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

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

<PAGE>


NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION
BALANCE SHEETS
================================================================================
                                                     March 31,     December 31,
                                                       2004           2003
                                                    (UNAUDITED)
                                                    -----------    -----------
ASSETS
Current assets:

Cash                                                $    27,461    $   263,522
Advances                                                105,000             --
Interest receivable                                       1,800             --
                                                    -----------    -----------

Total current assets                                    134,261        263,522

Investments                                              90,000         40,000
                                                    -----------    -----------


Total assets                                        $   224,261    $   303,522
                                                    ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable                    $    18,297    $    18,297
Accounts payable and accrued liabilities                 79,329         86,497
Preferred stock dividends payable                        15,003         15,003
Subordinated debentures                                  38,571         38,571
                                                    -----------    -----------

Total Current Liabilities                           $   151,200    $   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, 17,156,965 shares, at cost             (489,258)      (489,258)
Accumulated Deficit                                    (344,781)      (272,688)
                                                    -----------    -----------

Total stockholders equity 		    	         73,061        145,154
                                                    -----------    -----------


Total liabilities and stockholders' equity          $   224,261    $   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)
================================================================================
                                                   THREE MONTHS ENDED MARCH 31,
                                                   ----------------------------
                                                       2004           2003
                                                    -----------    -----------

Costs and expenses:

General and administrative expenses                 $    71,291    $    35,537
                                                    -----------    -----------
Operating loss                                          (71,291)       (35,537)

Interest expense                                         (2,602)       (12,040)
Loss on sale of accounts receivable                          --        (10,508)
Interest income                                           1,800         13,274
                                                    -----------    -----------

Loss from operations                                    (72,093)       (44,811)

Income taxes 			                             --             --
                                                    -----------    -----------

Net Loss 		                            $   (72,093)   $   (44,811)
                                                    ===========    ===========

Basic Net Loss Per Share                                   0.00           0.00
                                                    ===========    ===========

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

<PAGE>


NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION
STATEMENTS OF CASH FLOWS (UNAUDITED)
================================================================================
                                                     THREE MONTHS ENDED MARCH
                                                    --------------------------
                                                       2004           2003
                                                    -----------    -----------

Cash Flows >From Operating Activities:
Net loss                                            $   (72,093)   $  (144,553)
Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
      Loss on sale of notes receivable                       --         11,734
      Bad Debt Expense                                   20,000             --
Changes in operating assets and liabilities:
   (Increase) decrease in:
      Prepaid expenses and other                             --         (1,000)
      Accounts receivable - other                            --         (6,000)
      Interest receivable                                (1,800)            --
   Increase (decrease) in:
      Accounts payable and accrued liabilities           (7,168)       (42,387)
                                                    -----------    -----------

Net Cash Used In Operating Activities                   (61,061)      (174,206)
                                                    -----------    -----------

Cash Flows From Investing Activities:
  Proceeds from sale of notes receivable                     --        107,246
  Increase in advances                                 (125,000)            --
  Repayments of note receivable shareholder                  --          3,464
  Repayments of note receivable                              --        203,066
  Increase in investments                               (50,000)            --
                                                    -----------    -----------

Net Cash Provided By Investing Activities              (175,000)       313,776
                                                    -----------    -----------

Cash Flows From Financing Activities:
  Payments on notes payable                                  --        (82,500)
  Payments on debentures                                     --        (51,065)
                                                    -----------    -----------

Net Cash Used In Financing Activities                        --       (133,565)
                                                    -----------    -----------

Net Increase (Decrease) In Cash                        (236,061)         6,006

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


Cash, end of period                                 $    27,461    $    11,370
                                                    ===========    ===========

Cash paid during the period for:

  Interest                                          $        --    $    13,482
                                                    ===========    ===========

Non-Cash Activities:
  Sale of notes receivable in exchange for
    forgiveness of debentures and
     accrued interest                               $        --    $    75,429
                                                    ===========    ===========

Transfer of accrued interest payable to
   subordinated debenture                           $        --    $    13,342
                                                    ===========    ===========

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

<PAGE>


NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 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 March 31, 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 three months ended March 31, 2004
does  not  include  the  effect  on  common  stock  for  convertible  debentures
outstanding  as of March  31,  2004 due to the  conversion  price of $.05  being
greater than the average  market price of common shares for the period March 31,
2004,  nor 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
100,000  shares  of   restricted   Techlite,   Inc.   stock.  The  advances  are
collateralized by certain  accounts receivable of Techlite, Inc. The  advance is
currently  past due,  and the Company has filed suit to enforce  collection.  As
such, the Company  has  recorded an  allowance of $20,000 on the advance and has
not recorded any  receivable  or interest  income  related to the 100,000 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)
THREE MONTHS ENDED MARCH 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 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 March 31,
2004 the Company had advanced $90,000 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.  As of March 31, 2004,  these  debentures
have an outstanding principal balance of $38,571.

6. Subsequent Event

During April 2004, the Company paid off all remaining outstanding debentures and
related  accrued  interest.

During April 2004 the Company received $65,000 in advances from a related party.
The advances are to be repaid in the  short-term and are non-interest bearing.

                                        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 $27,461 in cash and other
current assets of $106,800.  Other current assets include a non-interest bearing
advance to an unrelated  party of $105,000 and  interest  receivable  of $1,800.
The advance of $105,000 is currently past due.  Other  assets  include a $90,000
investment that bears interest at 9%. Total liabilities  were  $151,200 at March
31,  2004.  Current  liabilities  consist  of  accounts  payable   and   accrued
liabilities of $79,329, current portion of long-term notes payable  of  $18,297,
preferred  stock  dividends  payable  of  $15,003, and  subordinated  debentures
totaling $38,571.

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

<PAGE>


Plan of Operations

Effective  August 20, 2001,  the Company sold its interests in Operating,  River
Port and  Ozdon for cash and  promissory  notes  receivable.  During  2003,  the
Company sold the promissory notes  receivable.  As a result,  the Company has no
sources of cash flow and its cash flow needs will soon exhaust available cash.

Our independent accountants have expressed substantial doubt about the Company's
ability to continue as a going concern.  Management plans to continue  operating
the business  and also to pursue  various  business,  investment  and  financing
opportunities.

RESULTS OF OPERATIONS

Comparison  of the three  months  ended March 31, 2004 to the three months ended
March 31, 2003.

Operating Income (Expense)

The Company  recorded an operating loss of $71,291  comprised  solely of general
and administrative  costs during the three months ended March 31, 2004, compared
to  an  operating  loss  of  $35,537  also  comprised   solely  of  general  and
administrative  costs for the three months ended March 31, 2003. The increase in
the loss from  operations  for the three months ended March 31, 2004 as compared
to the loss from  operations for the three months ended March 31, 2003 is due to
an  increase in consulting  fees  and $20,000  bad debt expense  related to  the
advance of Techlite, Inc.


Interest Expense

The Company incurred interest expense of $2,602 for the three months ended March
31, 2004, compared to $12,040 for the three months ended March 31, 2003.

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

<PAGE>


Interest Income and Other Income (Expense)

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

The Company  recorded  other  income of $13,274 for the quarter  ended March 31,
2003, related to interest income on notes receivable.

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
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<PAGE>


                                   SIGNATURES

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

                            NORTH AMERICAN GAMING AND
                            ENTERTAINMENT CORPORATION


May 24, 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
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