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

                                 FORM 10-KSB
                                  (Mark One)


 [x]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                                   EXCHANGE
                                 ACT OF 1934

                 For the fiscal year ended December 31, 2004

                                      OR

 [ ] 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
                (Name of small business issuer in its charter)

<TABLE>
<CAPTION>
                Delaware                     75-2571032
<S>                                       <C>
     (State or other jurisdiction of      (I.R.S. Employer
     incorporation or organization)      Identification No.)
13150 Coit Road, Suite 125, Dallas, Texas       75240
(Address of principal executive offices)     (Zip Code)
</TABLE>

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock, par
value $.01 per share

Check whether the issuer  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities  Exchange  Act  of 1934 during the past 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements  for the past 90 days. YES
[x] NO [ ]

Indicated by check mark whether the Issuer is an Accelerated  Filer (as defined
in Code 12b-2 of the Act). YES [ ]  NO [x]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-K contained herein, and none will be contained, to  the  best  of
registrant's   knowledge,   in   definitive  proxy  or  information  statements
incorporated by reference in Part  III  of  this  Form 10-K or any amendment to
this Form 10-K. [x]

At  March  31, 2005, the registrant had outstanding 24,216,058  shares  of  par
value $.01 common stock.

The issuer's revenues for its most recent fiscal year were: $ -0-

State the aggregate  market  value  of  the voting and non-voting common equity
held by non-affiliates computed by reference  to  the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most  recently completed within
the last 60 days $400,994.

                     DOCUMENTS INCORPORATED BY REFERENCE
None.

Transitional  Small Business Disclosure Format (check one):  Yes  [x]   No
[ ]
                                       1


<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
ITEM 1.  DESCRIPTION OF BUSINESS                                                                                          3
<S>       <C>                                                                                                             <C>
ITEM 2.  DESCRIPTION OF PROPERTY                                                                                          5
ITEM 3.  LEGAL PROCEEDINGS                                                                                                5
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                              5
                                                         PART II
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                         6
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                        7
ITEM 7.  FINANCIAL STATEMENTS                                                                                            10
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                            10
Item 8a. CONTROLS AND PROCEDURES                                                                                         10
ITEM 8b. OTHER			                                                                                         10
                                                        PART III
ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT 11
ITEM 10. EXECUTIVE COMPENSATION                                                                                          12
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                  13
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                  14
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                                                                14
ITEM 14. PRINCIPAL ACCOUNTANTS' FEES AND SERVICES                                                                        15
</TABLE>

                                       2


<PAGE>
             NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION

                                    PART I

ITEM 1.    DESCRIPTION OF BUSINESS

General

North  American  Gaming  and  Entertainment  Corporation  (the  "Company")  was
incorporated  under  the  laws  of  the  State of Delaware in 1969. The Company
changed its name from Western Natural Gas  Company to North American Gaming and
Entertainment Corporation on October 17, 1994  in  connection  with  its merger
(the "Merger") with OM Investors, Inc. ("OM").

Operation of Video Poker Casinos

General:  Until  August  20,  2001, the Company was engaged in the video gaming
business  through  its partial ownership  of  three  operating  companies  that
operated video poker  machines  located  in truck stops in Louisiana. Effective
August 20, 2001, the Company sold all of the  Company's  interest  in the three
operating  companies.  The Company does not intend to liquidate as a result  of
the Settlement Agreement  and sale of its assets and is instead reviewing other
business and acquisition opportunities.  There  can be no assurances that other
opportunities will become available on terms and  conditions  acceptable to the
Company.   The  Company  currently  has  no  sources  of revenue. See  Item  6,
Management's Discussion and Analysis or Plan of Operations.


Future Business

The  Company  currently  has  no sources of revenue. See Item  6,  Management's
Discussion and Analysis or Plan of Operations.

The Company's principal business currently is to locate and consummate a merger
or  acquisition with or investment  with  a  private  entity.  Because  of  the
Company's  current  status  of  having  no  substantial  assets  and  no recent
operating history, in the event the Company does successfully acquire or  merge
with an operating business opportunity, it is likely that the Company's current
shareholders will experience dilution, resulting in a change in control of  the
Company.

The  Company  is  obligated to file with the Securities and Exchange Commission
certain interim and  periodic  reports  including  an  annual report containing
audited  financial statements. The Company intends to continue  to  file  these
periodic reports  under  the  Securities Exchange Act of 1934. The Company does
not maintain a website or otherwise post any of its reports on the Internet.

Business of Issuer. There can be  no  assurance  that the Company will have the
ability to acquire or merge with an operating business, business opportunity or
property  that will be of material value to the Company.  Management  plans  to
investigate,  research  and, if justified, potentially acquire or merge with or
make an investment in one or more businesses or business opportunities.

Sources of Business Opportunities.  The  Company intends to use various sources
in its search for potential business opportunities  including  its officers and
directors,  consultants,  special advisors, securities broker-dealers,  venture
capitalists, members of the  financial  community  and  others  who may present
management with unsolicited proposals. To date, the Company has not engaged any
prospective  consultants  for  these purposes. The Company does not  intend  to
restrict its search to any specific  kind  of industry or business. The Company
may investigate and ultimately acquire a venture  that is in its preliminary or
development  stage,  is  already  in  operation, or in various  stages  of  its
corporate existence and development. Management cannot predict at this time the
status  or  nature  of any venture in which  the  Company  may  participate.  A
potential venture might  need  additional  capital or merely desire to have its
shares publicly traded.
                                       3


<PAGE>
Evaluation. Once the Company has identified a particular non-public entity as a
potential acquisition or merger candidate, management  will  seek  to determine
whether acquisition or merger is warranted or whether further investigation  is
necessary. Such determination will generally be based on management's knowledge
and  experience,  or  with  the  assistance of outside advisors and consultants
evaluating the preliminary information  available to them. Management may elect
to engage outside independent consultants  to  perform  preliminary analysis of
potential  business  opportunities. However, because of the  Company's  limited
capital, it may not have  the  necessary  funds  for  a complete and exhaustive
investigation  of  any  particular  opportunity. In evaluating  such  potential
business opportunities, the Company will  consider,  to  the extent relevant to
the specific opportunity, several factors including potential  benefits  to the
Company  and  its  shareholders;  working  capital,  financial requirements and
availability of additional financing; history of operation,  if  any; nature of
present  and  expected competition; quality and experience of management;  need
for further research,  development  or  exploration;  potential  for growth and
expansion;  potential  for  profits; and other factors deemed relevant  to  the
specific opportunity. Because  the  Company  has  not  made any agreement for a
specific  business  opportunity  as  of  the  date  hereof, there  are  certain
unidentified  risks  that  cannot  be  adequately  expressed   prior   to   the
identification  of  a  specific business opportunity. There can be no assurance
following consummation of  any  acquisition or merger that the business venture
will develop into a going concern  or,  if  the  business is already operating,
that it will continue to operate successfully. Many  of  the potential business
opportunities available to the Company may involve new and  untested  products,
processes or market strategies which may not ultimately prove successful.

Form  of  Potential Acquisition or Merger. The Company cannot currently predict
the manner in which it might participate in a prospective business opportunity.
Each separate  potential  opportunity  will  be reviewed and, upon the basis of
that  review, a suitable legal structure or method  of  participation  will  be
chosen.  The  particular manner in which the Company participates in a specific
business opportunity  will  depend  upon  the  nature  of that opportunity, the
respective needs and desires of the Company and management  of the opportunity,
and  the  relative  negotiating  strength  of  the  parties  involved.   Actual
participation  in  a  business  venture may take the form of an asset purchase,
lease,  joint venture, license, partnership,  stock  purchase,  reorganization,
merger or  consolidation. The Company may act directly or indirectly through an
interest in a partnership, corporation, or other form of organization; however,
the Company  does  not  intend  to  participate  in  opportunities  through the
purchase of minority stock positions.

Because of the Company's current status, it is likely that any potential merger
or  acquisition  with  another  operating  business  will  require  substantial
dilution of the Company's existing shareholders. There could also be  a  change
in  control of the Company, with the incoming owners of the targeted merger  or
acquisition  candidate  taking  over control of the Company. Management has not
established any guidelines as to  the  amount  of  control  it  will  offer  to
prospective  business opportunity candidates, since this issue will depend to a
large degree on  the  economic strength and desirability of each candidate, and
relative bargaining power  of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises.

If a private sale of the Company's  securities  is  deemed  appropriate  in the
future,  management  will endeavor to acquire funds on the best terms available
to the Company. However,  there  can  be  no assurance that the Company will be
able to obtain funding when and if needed,  or that such funding, if available,
can be obtained on terms reasonable or acceptable to the Company.

In the event of a successful acquisition or merger, a finder's fee, in the form
of cash or securities of the Company, may be  paid  to  persons instrumental in
facilitating the transaction. The Company has not established  any  criteria or
limits  for  the  determination  of  a  finder's  fee, although most likely  an
appropriate finder's fee will be negotiated between  the parties, including the
potential  business  opportunity candidate, based upon economic  considerations
and reasonable value as  estimated and mutually agreed at that time. A finder's
fee would generally be payable  upon  completion of the proposed acquisition or
merger  in  the normal case, and management  does  not  contemplate  any  other
arrangement at  this time. Management has not actively undertaken a search for,
or retention of,  any  finder's fee arrangement with any person. It is possible
that a potential merger  or  acquisition  candidate would have its own finder's
fee  arrangement, or other similar business  brokerage  or  investment  banking
arrangement, whereupon the terms may be governed by a pre-existing contract,
and in such case, the Company may be limited in its ability to affect the terms
of compensation.
                                       4


<PAGE>
In March  2004,  the Company entered into a loan agreement with US Daylighting,
L.L.C. ("Daylighting").   Under  the  terms  of  the  Note  the  Company  is to
initially  advance up to $150,000 to Daylighting, with interest due monthly  at
9%.  The Company  may  advance  an  additional  $150,000  and has the option to
convert  the  total  of  all  advances  ($300,000)  into  a  25%  interest   in
Daylighting.   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 December 31, 2004, the Company had advanced $133,000  under
this note.

In  February  and March 2004 the  Company  advanced  a  total  of  $125,000  to
Techlite, Inc.,  an unrelated publicly held Company located in Tulsa, Oklahoma.
The advances are non-interest  bearing  and are to be repaid in the short-term.
In consideration for making this advance,  Techlite,  Inc.  has agreed to issue
110,000   shares   of  restricted  Techlite,  Inc.  stock.  The  advances   are
collateralized by certain  accounts receivables of Techlite, Inc.  The advances
are currently past due, and  the  Company has filed suit to enforce collection.
As such, the Company has recorded an allowance for doubtful accounts of $40,000
on the advances and has not recorded  any receivable or interest income related
to  the  110,000  shares  of  restricted  Techlite,  Inc.  stock,  due  to  the
uncertainty of collection on the note and issuance of the stock.

Competition

The Company will face competition in its desire  to  merge  with  an  operating
company  with  similar  objectives.  In  recent years, an increasing number  of
companies have avoided the traditional initial public offering process in favor
of a reverse merger with a public entity having  assets  and businesses ranging
from nothing to substantial revenues and operations. The Company  believes that
its  history as an operating company, subsequent attempts to engage  in  a  new
business,  and  its  current  balance sheet will enable it to achieve a reverse
merger with fewer regulatory hurdles  than  could  be  accomplished by a "blank
check" public company having no assets or operating history.

Employees

As of December 31, 2004, the Company retained one full time  and  one part time
worker on contract and one consultant.

ITEM 2.    PROPERTIES

The  Company's  principal  executive  office  is located in Dallas, Texas.  The
Company leases approximately 860 square feet on  a  monthly  basis  at a rental
rate of approximately $800.00 per month.

ITEM 3.    LEGAL PROCEEDINGS

In  February  and  March  2004  the  Company  advanced  a  total of $125,000 to
Techlite, Inc., an unrelated publicly held Company located in  Tulsa, Oklahoma.
The  advances are non-interest bearing and are to be repaid in the  short-term.
In consideration  for  making  this advance, Techlite, Inc. has agreed to issue
110,000  shares  of  restricted  Techlite,   Inc.   stock.   The  advances  are
collateralized  by  certain  accounts  receivables  of  Techlite, Inc.   As  of
September 30, 2004, the advances became past due, and the Company filed suit to
enforce  collection.  As such, the Company recorded an allowance  for  doubtful
accounts of  $40,000  on  the  advances  and had not recorded any receivable or
interest  income related to the 110,000 shares  of  restricted  Techlite,  Inc.
stock, due  to  the  uncertainty  of collection on the note and issuance of the
stock.  During December 2004, the Company  collected  $50,000  on this note and
subsequently  received a judgment to collect the remaining outstanding  amounts
plus interest and  legal  fees.   Based  on  the  judgment  and  actual amounts
received,  the  Company  has  reduced  the  allowance for doubtful accounts  by
$15,000, and is continuing to pursue collection of the remaining balance.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE
                                       5


<PAGE>
PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is traded over-the-counter  and  quoted from time to
time   in   the   OTC  Bulletin  Board  under  the  trading  symbol  "NAGM.OB".
Consequently, there  is  currently no established public trading market for the
Company's Common Stock. The  following  table  sets forth the range of high and
low bid prices as reported by the OTC Bulletin Board for the periods indicated.
Such quotations represent inter-dealer prices without  retail markup, markdown,
or commission, and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
CALENDAR YEARS               BID PRICE
<S>            <C>        <C>       <C>
              BY QUARTER  HIGH      LOW
     2004       First     $  0.06  $  0.06
                Second       0.03     0.03
                Third        0.03     0.03
                Fourth       0.08     0.08
     2003       First     $  0.01  $  0.01
                Second       0.01     0.01
                Third        0.04     0.01
                Fourth       0.04     0.03
</TABLE>

At December 31, 2004, the Company had approximately 3,072  common  stockholders
of record.

The  Company  has  not paid cash dividends on Common Stock during the last  two
years and the Board  of  Directors  of the Company does not currently intend to
pay cash dividends on Common Stock in  the  foreseeable future. The Company may
not  declare or pay dividends on Common Stock  if  there  are  accumulated  and
unpaid  dividends  on  its  former  outstanding  Class  A Preferred Stock. From
October 17, 1994 through May 31, 1996, the former outstanding Class A Preferred
Stock bore a dividend of $.30 per annum (payable monthly),  an  annual dividend
of $480,000 because all 1,600,000 shares were outstanding. As of  December  31,
2004, the Company is in arrears on dividends on its former outstanding Class  A
Preferred Stock in the amount of $15,003. All other former holders of the Class
A  Preferred  Stock  has  entered  into  settlement agreements with the Company
pursuant to which their accrued dividends were cancelled.

As of December 31, 2004, all but $12,700 of  the subordinated debentures issued
by the Company in connection with the redemption  of  313,000 shares of Class A
Preferred Stock had been redeemed by the Company pursuant to various settlement
agreements entered into with the holders of the subordinated debentures.

There were no redemptions of the Company's stock for the fourth quarter 2004.
                                       6


<PAGE>
EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                   (a)        (b)        (c)
<S>                 <C>         <C>         <C>
Plan Category      Number of	  Weighted-	  Number of
                   securities	  average	  securities
                   to be	  exercise	  remaining for
                   issued	  price of	  future
                   upon 	  outstanding	  issuance
                   exercise	  ofoptions,	  under equity
                   outstanding	  warrants	  compensation plans
                   options,	  and rights.	  (excluding
                   warrants 		          securities
                   and rights.		          reflected in
                         		          column (a)
Equity 		   None		  N/A		  N/A
compensation
plans approved by
security holders

Equity		   1,000,000	  $ .032125	  None
compensation
plans not approved
by security holders

TOTAL              1,000,000	  $ .032125
</TABLE>

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Liquidity and Capital Resources


                                       7


<PAGE>
General  Condition. The Company ended 2004 with $18,071  in  cash,  $50,000  in
advances,  $9,650  in  accrued interest receivable and $133,000 in investments.
Total liabilities were $287,724  at  December  31, 2004 and consist of accounts
payable and accrued liabilities of $55,993, current  portion of long-term notes
payable  of  $216,728  and preferred stock dividends payable  of  $15,003.  The
Company's current liabilities increased from approximately $158,000 at December
31, 2003.  This increase  was  due  primarily to the additional borrowings from
related and unrelated parties.

<TABLE>
<CAPTION>
                                                              PAYMENTS DUE BY PERIOD
<S>                           				 <C>       <C>
CONTRACTUAL OBLIGATIONS                         TOTAL	    LESS	 1-3	3-5	MORE THAN
                                                      	    THAN	 YEARS	YEARS	5 YEARS
                                                     	    1 YEAR
(Long-Term Debt)                                $216,728    $216,728
(Capital Lease Obligations)
(Operating Leases)
(Purchase Obligations)
(Other Long-Term Liabilities Reflected on
the Registrant's Balance Sheet under GAAP)
Total                                           $216,728    $216,728
</TABLE>

Plan of Operations

Effective August 20, 2001, the Company  sold  its interests in Operating, River
Port and Ozdon for cash and notes receivable. During 2003, the Company sold the
notes receivable for cash. As a result, the Company  has no on-going operations
or  revenues.  The  Company's  plan  is to continue exploring  for  acquisition
opportunities  and the financing required  to  buy  and  support  an  operating
business. There is no assurance that we will be able to do so, and we will have
to continue to rely  on  advances  from  management and shareholders to pay our
basic level of operating expense.

Our independent accountants have expressed  substantial doubt about our ability
to continue as a going concern.

Results of Operations

Operating Income (Expense)

The Company recorded a loss from operations of  $222,211  during the year ended
December  31, 2004 compared to loss from operations of $328,883  for  the  year
ended December  31,  2003.  The decrease in the loss is due to the reduction in
general and administrative  costs during 2004 and the loss on the sale of notes
receivable recognized in 2003.

During the year ended December  31,  2004,  the  Company  recorded  general and
administrative  costs  of  $217,992 compared to $261,675 during the year  ended
December  31,  2003.  Included   in  general  and  administrative  expenses  is
approximately $27,500 related to consulting  services  provided  by  a  related
party for the year ended December 31, 2004.

Interest Expense

The  Company  recorded  interest expense of $13,869 for the year ended December
31, 2004, compared to $38,787  for  the  year  ended  December  31,  2003.  The
decrease  in  interest  expense  is  due to the debentures and other debt being
repaid during the later half of 2003 and early 2004.
                                       8


<PAGE>
Settlement Agreements and Purchases of Shares and Debentures

On January 1, 2001, but to be effective  as  of  December  1, 2000, the Company
entered into a Settlement Agreement with the holders of all  but $18,297 of the
Company's remaining subordinated debentures issued to former shareholders of OM
(the "Remaining Debenture Holders"). Pursuant to the Settlement  Agreement, the
Remaining   Debenture   Holders   released  all  claims  against  the  Company,
International and Hawes, and the Company,  International and Hawes released all
claims  against  the  Remaining Debenture Holders.  Additionally,  the  Company
agreed to pay an aggregate  of  $700,000  to  the  Remaining Debenture Holders,
payable  $150,000  in cash on January 1, 2001, with the  remaining  balance  of
$550,000 represented  by  a  promissory  note  dated  December  1, 2000 bearing
interest  at  9% per annum and payable in twenty equal quarterly payments.  The
Remaining Debenture Holders agreed to transfer 6,056,633 shares of Common Stock
of the Company  to the Company for cancellation, to forgive $280,800 of accrued
dividends on the  former Class A Preferred Stock of the Company and transferred
subordinated debentures  to  the  Company  for cancellation having a balance of
principal and interest owed thereunder of $428,806.97.  On August 22, 2001, the
Company paid $247,000 to the Remaining Debenture Holders, which represented 50%
of the outstanding principal balance of the promissory note.   As  of  December
31, 2004, the Company's remaining subordinated debentures were paid in full.

The  other  two  members  of Operating and River Port had purportedly voted  in
favor of a merger resulting  in  the  termination  of the Company's interest in
Operating and River Port for a buyout of $375,000 and $50,000 respectively, and
the  Company  filed  a  lawsuit  seeking to nullify the purported  mergers  and
buyouts, among other relief. On August  20,  2001,  the  Company  entered  into
Settlement Agreement with the OMO Group settling the three pending lawsuits. In
addition  to  mutual releases of all parties, the Settlement Agreement provides
for the sale by  the  Company  of all of the Company's interest in Operating to
Operating in redemption of all of  the  Company's interest in Operating, all of
the Company's interest in River Port to River  Port in redemption of all of the
Company's interest in River Port, and the Company's  50%  ownership interest in
Ozdon.

Depreciation and Amortization

During  the  years  ended December 31, 2004 and 2003, the Company  recorded  no
depreciation expense.

Interest Income and Other Income (Expense)

The Company recorded net other income of $9,650 for the year ended December 31,
2004, related to interest  income  on  the  convertible secured promissory note
with U.S. Daylighting L.L.C., compared to net  other  income of $33,589 for the
year ended December 31, 2003.

Lease

The  Company  occupied  office  space under a 72-month operating  lease,  which
commenced in November 1996 and expired  on October 31, 2002. Effective November
1, 2002, the Company negotiated a six-month  lease  of  871  square feet with a
monthly  rent of approximately $900.00.  The Company is currently  leasing  the
office space on a month-to-month basis.

Critical Accounting Policies

We review  all  long-lived assets to be held and used in the Company's business
for impairment, whenever  events  or changes in circumstances indicate that the
related  carrying  amount may not be  recoverable.  When  required,  impairment
losses on assets to  be held and used are recognized based on the fair value of
the assets.

Forward Looking Statements

Statements that are not  historical  facts  included  in  this  Form 10-KSB 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,   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-KSB. Cautionary Disclosures
include, among  others:  general  economic conditions, the Company's ability to
find, acquire, market, develop and  produce  new  properties or new businesses,
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
                                       9


<PAGE>
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.

ITEM 7.    FINANCIAL STATEMENTS

The financial statements required by this item begin at Page F-1 hereof.

ITEM 8.    CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 8A.    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
        (including it consolidated subsidiaries) required to be included in our
        Exchange Act filings.

     (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.


ITEM 8B.    OTHER

None.

                                      10


<PAGE>
                                   PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

The following table provides information  as  of March 1, 2005, with respect to
each of the Company's directors and each executive officer:

<TABLE>
<CAPTION>
           NAME            AGE        POSITION         SERVED AS
                                                       EXECUTIVE
                                                       OFFICER OR
                                                     DIRECTOR SINCE
<S>                         <C>  <C>                    <C>
Directors and Executive Officers
     E.H. Hawes, II         65 Director (Chairman),       1998
                               President and Chief
                               Executive Officer
     Richard P. Crane, Jr.  65 Director and Secretary     1994
</TABLE>

E. H. Hawes, II.   Mr. Hawes has been the Chairman  of the Board, President and
Chief Executive Officer of the Company since January  7,  1998. He has been the
Chairman  of  the  Board  of IT Financial Corporation ("ITFC"),  which  is  the
holding company for International  Tours,  Inc.  ("International"), since 1969,
and has been the Chairman of the Board of International  since  1969.  ITFC and
International  are  privately  owned  corporations  engaged  in the business of
travel agency franchising and travel agency training and schools. Mr. Hawes has
also been President of Glacier Petroleum, Inc., a privately owned  oil  and gas
exploration company, since 1971.

Richard  P.  Crane,  Jr.    Mr.  Crane  has  been  a partner in the law firm of
Kirkpatrick and Lockhart, Los Angeles, California, for approximately two years,
and prior to that time was a partner in the laws firms  of  Musick,  Peeler and
Garrett, Santa Monica, California, for approximately five years, Crane, Rayle &
Lennemann, Santa Monica, California, for approximately two years, and  Girardi,
Keese  &  Crane, Los Angeles, California, for 14 years. Mr. Crane has practiced
law for over  34  years,  seven  of which were with the U.S. Attorney General's
Office where for five years he was  the  Attorney  in  Charge  and  Chief Trial
Counsel of the Organized Crime and Racketeering Section of the Western Regional
Office.  He  has  served  as  a  Director and as Secretary of the Company since
October 1994. Mr. Crane is also a  director  of Service Merchandise, Inc. which
is a publicly traded company. He is a graduate  of  Vanderbilt  University  and
holds a law degree from Vanderbilt University Law School.

During  2004,  the  Board  of  Directors  held 2 meetings, and took 2 corporate
actions  by  unanimous written consent. The Company  does  not  have  an  audit
committee, a nominating committee, or a compensation committee or any committee
performing similar functions.

The Company reimburses  the  directors  for their expenses (if any) incurred in
connection with their duties as directors.  Mr.  Crane  was  granted options on
January 20, 2000 to purchase 1,000,000 shares of Common Stock  at  an  exercise
price  of  $.03125  per  share, the approximate fair market value on such date,
with such options vesting  immediately and having a term of five years from the
date of grant.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of  Forms  3,  4  and  5  furnished  to  the Company
pursuant to Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934
(the "Exchange Act"), or upon written representations received by the  Company,
the  Company is not aware of any failure by any officer, director or beneficial
owner  of  more  than 10% of the Company's Common Stock to timely file with the
Securities and Exchange Commission any Form 3, 4 or 5 relating to 2002.


                                      11


<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION

The following table  sets  forth  the  compensation  paid  by  the  Company for
services  rendered  during  the fiscal years ended December 31, 2004, 2003  and
2002, and the number of options  granted, to the Chief Executive Officer of the
Company, and the value of the unexercised  options held by such Chief Executive
Officer  on  December  31,  2004. No other executive  officer  of  the  Company
received remuneration in excess of  $100,000 during 2004.

                          Summary Compensation Table

<TABLE>
<CAPTION>
                        ANNUAL
                     COMPENSATION
<S>               <C>  <C>    <C>   <C>                                <C>
NAME AND         YEAR SALARY BONUS LONG TERM COMPENSATION- SECURITIES       ALL OTHER
PRINCIPAL                                   UNDERLYING            	  COMPENSATION
POSITION                               OPTIONS OR WARRANTS
---------------- ----------------- ----------------------------------	  ------------
E. H. Hawes, II, 2004 $  -   $  -       -	                           $ 27,500(1)
Chief Executive	 2003    -      -       -	                            100,000(1)
Officer          2002    -      -       -	                            200,000(1)
</TABLE>

(1)  Represents consulting fees paid by the Company.

The Board of Directors has committed  the  Company  to  pay between $25,000 and
$100,000 in consulting payments to Mr. Hawes during 2005

                            Option/SAR Grant Table
               (Option/Warrant/SAR Grants in Last Fiscal Year)

<TABLE>
<CAPTION>
NAME	     NUMBER OF		         PERCENT OF	       EXERCISE		  MARKET PRICE
   	SECURITIES UNDERLYING		   TOTAL		OR BASE		ON DATE OF GRANT	EXPIRATION
     OPTIONS OR WARRANTS GRANTED   OPTION/ WARRANT GRANTED   PRICE ($/SH)	     ($/SH)                DATE
				       TO EMPLOYEES
                                         IN FISCAL
                                           YEAR
---- ---------------------------   -----------------------   ------------	----------------	----------
<S>       <C>                                                         <C>                     <C>      <C>               <C>
E. H.         -                           -                  $   -		   $   - 	            -
Hawes,
II
</TABLE>

            Aggregate Option/Warrant/SAR Exercises in Last Fiscal
                      Year and FY-End Option/SAR Values

<TABLE>
<CAPTION>
NAME      SHARES	 VALUE		  NUMBER OF SECURITIES 		    VALUE OF UNEXERCISED
         ACQUIRED	REALIZED	 UNDERLYING UNEXERCISED           	IN-THE-MONEY
            ON 		                OPTIONS/WARRANTS/SARS AT             OPTIONS/WARRANTS
         EXERCISE		             1998 FY-END $#                     SARS AT 1998
           		                                                         FY-END $#
----	---------	--------	------------------------	    --------------------
<S>       <C>      <C>      <C>                                                                              <C>
E. H.     None		  None		           -                              $     -
Hawes,
II
</TABLE>

                                      12


<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding  the  ownership of
Common Stock as of March 31, 2005, by each stockholder known to the  Company to
own  beneficially more than five percent of the outstanding Common Stock,  each
current director, and all executive officers and directors as a group, based on
information  provided  to  the  Company  by  such  persons. Except as otherwise
stated, each such person has sole investment and voting  power  with respect to
the shares set forth in the table:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNERNUMBER OF SHARESPERCENT
-----------------------------------------------------------
<S>                                  <C>              <C>
International Tours, Inc.(1)         12,886,960       53.2%
13150 Coit Road
Suite 125
Dallas, Texas 75240

Hawes Partners(1)                    13,122,620       54.2%
Shangri-La Vista Tower
Route 3
Afton, Oklahoma 74331

E.H. Hawes, II(1)                    13,124,954       54.2%
Shangri-La Vista Tower
Route 3
Afton, Oklahoma 74331

Richard P. Crane, Jr.(2)             1,535,556         6.3%
530 Wilshire Blvd., Ste. 400
Santa Monica, California 90401

Daryl N. Snadon(3)                   2,535,673        10.4%
15280 Addison Rd., Ste 300
Dallas, Texas 75248

Mike D. Case                         1,750,000         7.2%
4200 East Skelly Drive
Tulsa, Oklahoma 74135

James Bowyer                         2,058,644         8.5%
10956 Weyburn Avenue, Ste. 202
Los Angeles, CA 90024

All Executive Officers and           14,660,510       60.5%
Directors as a Group
(2) persons)(1)(2)
</TABLE>

(1) International  Tours,  Inc.  ("International")  owns  12,886,960 shares  of
    Common Stock of record and beneficially. E. H. Hawes, II,  owns  of  record
    and  beneficially  2,334 shares of Common Stock. I.T. Financial Corporation
    ("ITFC") owns 235,660  shares  of  Common Stock of record and beneficially.
    Hawes  Partners is a partnership owned  100%  owned  by  Mr.  Hawes.  Hawes
    Partners  beneficially  owns  100%  of  the  outstanding  capital  stock of
    International. Consequently, the 12,651,300 shares of Common Stock owned of
    record  and  beneficially  by  International  may  also  be  deemed  to  be
    beneficially  owned  by  each  of  Hawes  Partners  and  Mr. Hawes, and are
    reflected  accordingly  in  the table above for their respective  ownership
    positions. Hawes Partners also  beneficially  owns more than a majority  of
    ITFC  and  Hawes  Partners and Mr. Hawes may also be deemed to beneficially
    own   the   shares  owned  by  ITFC  and such shares are reflected as being
    beneficially owned  by each of them in the table above.

(2) Includes vested options to acquire 1,000,000 shares.

(3) Includes  535,666  shares  pledged  as  collateral on a note payable to Mr.
    Snadon's former wife.

                                      13


<PAGE>
ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Consulting Fees. E.H. Hawes, II is the Chairman  of  the  Board,  President and
Chief Executive Officer of the Company. Mr. Hawes provides consulting  services
to the Company and was paid $27,500 in consulting fees during 2004 and $100,000
in 2003. He does not receive a salary from the Company. The Company has  agreed
to pay Mr. Hawes a minimum of $25,000 and up to $100,000 during fiscal 2005 for
consulting services and expense reimbursements.

ITEM 13.    EXHIBITS

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

    1.  Financial Statements: The financial statements filed as part of this
        report are listed in the "Index to Financial Statements" on Page F-1
        hereof.

    2.  Exhibits required to be filed by Item 601 of Regulation S-B:


<TABLE>
<CAPTION>
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.
<S>   <C>                                                               <C>
3.1.2	Certificate  of  Amendment  of  Certificate  of Incorporation  of  the
	Company   dated  April  18,  1994,  filed  as  Exhibit  3.1.8  to  the
	Company's  Annual  Report  on  Form  10-K  for  the  fiscal year ended
	December 31, 1993 (the "1993  Form  10-K"),  and  incorporated  herein
	by reference.

3.1.3	Certificate  of  Amendment  of  Certificate  of Incorporation  of  the
	Company  effecting  one- for- three   reverse  stock  split  filed  as
	Exhibit  3.1 to the Company's Current Report on Form 8-K dated October
	17, 1994, and incorporated herein by reference.

3.1.4	Certificate  of  Amendment  of  Certificate  of  Incorporation  of the
	Company   effecting   name  change,  increase  of  authorized  shares,
	authorization  of  Class  A  preferred  stock  and   stock   ownership
	limitations  filed  as  Exhibit 3.2 to the Company's Current Report on
	Form 8-K dated October 17, 1994, and incorporated herein by reference.

3.1.5	Form of  "Certificate of Designation, Preferences and Rights of Series
	B Convertible Preferred Stock" creating the Series  B  Preferred Stock
	filed  as  Exhibit  10.1.4 to the Company's Current Report on Form 8-K
	dated June 10, 1996, and incorporated herein by reference.

3.1.6	Certificate  of  Amendment  of  Certificate   of  Incorporation of the
	Company increasing the number of authorized shares of Common  Stock to
	100,000,000 shares filed as Exhibit  3.1.6  to the Quarterly Report on
	Form   10-QSB   for  the  fiscal  quarter  ended  June  30,  1998  and
	incorporated herein by reference.

3.2  	Amended and Restated Bylaws of the Company filed as Exhibit 3.2 to the
	Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
	September 30, 1998, and incorporated herein by reference.

10.31	Form of Convertible Debenture

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

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



                                      14


<PAGE>
ITEM 14.    PRINCIPAL ACCOUNTANT SERVICES AND FEES

The  Company's Principal accountants are Sartain Fischbein & Company located in
Tulsa,  Oklahoma.   Fees  paid for accounting and tax services for the past two
years are:

                 Accounting       Tax
                   Services     Services

2004               $20,150       $3,480
2003               $19,850       $3,500

                                      15


<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.

<TABLE>
<CAPTION>
                 NORTH AMERICAN GAMING AND
                 ENTERTAINMENT CORPORATION
<S>            <C> <C>
April 15, 2005By:/s/ E. H. HAWES, II, PRESIDENT
                 E. H. Hawes, II, President
                 and Chief Executive Officer
                 (Principal Executive Officer and
                 Principal Financial and Accounting
                 Officer)
</TABLE>

In  accordance with the Securities Exchange Act of 1934, this report  has  been
signed  below  by  the  following  persons  on behalf of the Company and in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
April 15, 2005/s/     E. H. HAWES, II
<S>            <C>
	              E.H. Hawes, II
	              Director (Chairman)
</TABLE>

<TABLE>
<CAPTION>
April 15, 2005/s/     RICHARD P. CRANE, JR.
<S>            <C>
	              Richard P. Crane, Jr.
 	              Director
</TABLE>

                                      16


<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION


                                      F-2

<PAGE>


NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
TABLE OF CONTENTS

Financial Statements of North American Gaming and Entertainment Corporation

<TABLE>
<CAPTION>
	                                                                                           PAGE
<S>                                                                                       <C>
Report of Independent Registered Public Accounting Firm		                                    F-2
Financial Statements:
    Balance Sheet - December 31, 2004		                                                    F-3
    Statements Of Operations - Years Ended  December 31, 2004 and 2003		                    F-4
    Statements Of Stockholders' Equity (Deficit) - Years Ended December 31, 2004 and 2003	    F-5
    Statements Of Cash Flows - Years Ended December 31, 2004 and 2003		                    F-6-F-7
    Notes To Financial Statements		                                                    F-8-F-11
</TABLE>

                                      F-1

<PAGE>

Report of Independent Registered Public Accounting Firm

To  the  Board  of  Directors  and  Stockholders
North   American  Gaming  and Entertainment Corporation

We  have  audited the accompanying balance sheet of North American  Gaming  and
Entertainment  Corporation (a Delaware corporation) as of December 31, 2004 and
the related statements  of  operations, stockholders' equity (deficit) and cash
flows  for  the  years  ended December  31,  2004  and  2003.  These  financial
statements  are  the  responsibility   of   the   Company's   management.   Our
responsibility  is to express an opinion on these financial statements based on
our audits.

We conducted our  audits in accordance with the standards of the Public Company
Accounting Oversight  Board  (United  States).  Those standards require that we
plan  and perform the audit to obtain reasonable assurance  about  whether  the
financial  statements  are  free  of  material  misstatement. An audit includes
examining, on a test basis, evidence supporting the  amounts and disclosures in
the  financial  statements.  An  audit also includes assessing  the  accounting
principles  used and significant estimates  made  by  management,  as  well  as
evaluating the  overall  financial  statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements  referred  to above present fairly, in
all  material  respects, the financial position of North  American  Gaming  and
Entertainment Corporation  as  of  December  31,  2004,  and the results of its
operations and its cash flows for the years ended December 31, 2004 and 2003 in
conformity with accounting principles generally accepted in  the  United States
of America.

The  accompanying  financial  statements  have been prepared assuming that  the
Company  will  continue as a going concern. As  discussed  in  Note  1  to  the
financial  statements,  the  Company  sold  all  of  its  interests  in  equity
investments in August 2001, and, in 2003, the Company sold the promissory notes
received by  the Company as consideration of the August 2001 sale.  This leaves
the Company with  no sources of revenue, and raises substantial doubt about the
ability to continue  as  a  going  concern. Management's plans in regarding the
continuation of the Company as a going  concern  are  also described in Note 1.
The financial statements do not include any adjustments  that might result from
the outcome of this uncertainty.

                                               /s/  Sartain Fischbein & Co.

April 8, 2005
Tulsa, Oklahoma










                                      F-2

<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,                                                                       2004
------------									 --------
<S>                                                                    <C>
ASSETS
Current assets:
Cash                                                                             $ 18,017
Advances, net of allowance for doubtful accounts                                   50,000
Interest receivable                                                                 9,650
										 --------
Total current assets                                                               77,667
										 --------
Investments                                                                       133,000
										 --------
Total assets                                                                     $210,667
										 ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of notes payable                                                 $216,728
Accounts payable and accrued liabilities                                           55,993
Preferred stock dividends payable                                                  15,003
										 --------
Total current liabilities                                                         287,724
										 --------
Commitments and contingencies
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 outstanding						        -
Common stock, $.01 par value, 100,000,000 shares
  authorized, 41,788,552 shares issued		                                  417,886
Additional paid-in capital                                                        489,214
Treasury stock, 17,572,494 shares, at cost                                       (489,258)
Accumulated deficit                                                              (494,899)
										 --------
Total stockholders' deficit                                                       (77,057)
										 --------
Total liabilities and stockholders' deficit                                      $210,667
										 --------
</TABLE>

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



                                      F-3

<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,	                 2004       2003
------------------------		     ----------	 ---------
<S>                                    <C>      <C> <C>
Costs and expenses:
General and administrative	             $ 217,992   $ 261,675
					     --------- 	 ---------
Operating loss		                      (217,992)   (261,675)
Interest expense	                       (13,869)	   (38,787)
Loss on sale of notes receivable	             -     (62,010)
Other income		                         9,650	    33,589
					     --------- 	 ---------
Loss before provision for income taxes	      (222,211)	  (328,883)
Provision for income taxes	                     -           -
					     --------- 	 ---------
Net Loss	                             $(222,211)  $(328,883)
					     =========	 =========
Loss Per Share:
Basic:
Net Loss	                             $	 (0.01)  $   (0.01)
					     --------- 	 ---------
Diluted:
Net Loss	                             $	 (0.01)  $   (0.01)
					     --------- 	 ---------
</TABLE>


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








































                                      F-4

<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
          CLASS A PREFERRED PREFERRED  COMMON ADDITIONAL    PAID-IN	    ACCUMULATED     RETAINED	   TOTAL
                 STOCK        STOCK    STOCK    CAPITAL  TREASURY STOCK        OTHER	    EARNINGS   STOCKHOLDERS'
                             SERIES                                        COMPREHENSIVE  (ACCUMULATED	  DEFICIT
                               "B"                                            INCOME         DEFICIT)
	  ----------------- --------- -------- --------- --------------	  --------------  ------------ --------------
<S>         <C>               <C>       <C>      <C>                <C>        <C>                  <C>          <C>
Balance,   $     -          $     -   $417,886	$489,214  $   (489,258)	   $	       -  $	56,195	$    474,037
January
1, 2003

Net 		 -                -          -         -             -		       -      (328,883)     (328,883)
loss-2003
	   ---------------- --------- -------- --------- --------------	  --------------   ------------ -------------
Balance,         -                -    417,886 	 489,214      (489,258)	  	       -      (272,688)      145,154
December
31, 2003

Net              -                -         -          -             -		       -      (222,211)     (222,211)
loss-2004
	   ---------------- --------- -------- --------- --------------	  --------------   ------------ -------------
Balance,   $     -          $     -   $417,886  $489,214   $  (489,258)	   $	       -   $  (494,899) $    (77,057)
December
31, 2004
	   ---------------- --------- -------- --------- --------------	  --------------   ------------ -------------
</TABLE>

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


                                      F-5

<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                                                           2004       2003
------------------------							---------  ---------
<S>                                                                             <C>         <C>
Cash Flows From Operating Activities:
Net loss                                                                        $(222,211) $(328,883)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Bad debt expense	                                                           25,000       ----
    Loss on sale of note receivable	                                                -    137,439
    Forgiveness of debenture	                                                        -    (75,429)
Changes in operating assets and liabilities:
    Decrease (Increase) in:
       Prepaid expenses and other	                                                -      2,500
       Interest receivable 	                                                   (9,650)         -
    Increase (decrease) in:
       Accounts payable and accrued liabilities		                          (27,176)   (80,701)
										---------  ---------
Net Cash Used In Operating Activities	                                         (234,037)  (345,074)
										---------  ---------
Cash Flows From Investing Activities:
    Proceeds from sale of notes receivable 	                                        -    780,788
    Repayments of notes receivable-shareholder	                                        -      3,464
    Repayments of note receivable	                                                -    224,187
    Increase in advances	                                                 (125,000)         -
    Repayments of advances	                                                   50,000          -
    Increase in investments	                                                  (93,000)   (40,000)
										---------  ---------
Net Cash Provided By (Used In) Investing Activities 	                         (168,000)   968,439
										---------  ---------
Cash Flows From Financing Activities:
    Borrowings under notes payable 	                                          210,700          -
    Payments of notes payable	                                                  (15,597)   (81,278)
    Payments on debentures	                                                  (38,571)         -
    Payments on borrowings	                                                        -   (283,929)
										---------  ---------
Net Cash Provided By (Used In) Financing Activities	                          156,532   (365,207)
										---------  ---------
Net Increase (Decrease) In Cash		                                         (245,505)   258,158
Cash, beginning of year	                                                        $ 263,522  $   5,364
										---------  ---------
Cash, end of year	                                                        $  18,017  $ 263,522
										---------  ---------
</TABLE>

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



                                      F-6

<PAGE>
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004 AND 2003


STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                     2004    2003
<S>                                          <C>     <C>
Cash Paid During The Year For:
    Interest                                 $9,989 $51,459
Non-Cash Activities:
   Transfer of accrual interest payable      $3,328 $13,342
   to subordinated debenture on note payable
</TABLE>

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



                                      F-7

<PAGE>

1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

North  American  Gaming  and  Entertainment  Corporation  (the  "Company")  was
incorporated under the laws of the State of Delaware in 1969. 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 ("OM") River  Port
Truck Stop,  LLC  ("River  Port"), and Ozdon Investments, Inc. ("Ozdon"). These
entities operate video poker  machines  located  in  truck  stops in Louisiana.
Effective August 20, 2001, the Company sold its interests in OM, River Port and
Ozdon (See Note 2).

The  accompanying  financial  statements have been prepared assuming  that  the
Company will continue as a going  concern.  However,  due  to  the  sale of the
promissory  notes discussed in Note 2, the Company currently has no sources  of
revenue  and its  cash  flow  needs  will  soon  exhaust  the  available  cash.
Management  plans  to  continue  operating  the  business  and  pursue  various
business, investment and financing opportunities.

Use of Estimates:
The   preparation   of  financial  statements  in  conformity  with  accounting
principles  generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities  and  disclosure of contingent assets and liabilities at
the date of the financial statements  and  the reported amounts of revenues and
expenses during the reporting period. Actual  results  could  differ from those
estimates.

Income Taxes:
The Company uses the asset and liability method of accounting for income taxes.
Under  the asset and liability method, deferred tax assets and liabilities  are
recognized  for the future tax consequences attributable to differences between
the consolidated  financial  statement  carrying amounts of existing assets and
liabilities and their respective tax consolidated  basis.  Deferred  tax assets
and  liabilities  are  measured  using  enacted tax rates expected to apply  to
taxable income in the years in which those  temporary  differences are expected
to be recovered or settled. The effect on deferred tax assets  and  liabilities
of  a  change  in tax rates is recognized in income in the period that includes
the enactment date.

Fair Value of Financial Instruments:
The  carrying  amounts  of  financial  instruments  including  cash,  advances,
investments, accounts  payable  and accrued expenses approximated fair value as
of  December  31,  2004  because of the  relatively  short  maturity  of  these
instruments.

The carrying amounts of debt  issued approximates fair value as of December 31,
2004 because interest rates on  these  instruments  approximate market interest
rates.

2.  SALE OF EQUITY INVESTMENTS

In  August 2001, the Company sold all of its interests  in  OM,  Riverport  and
Ozdon  for  approximately  $2.3  million.  The  sales  price  was approximately
$800,000 in cash and approximately $1.5 million in the form of promissory notes
receivable  originally  due  to  the  Company  in  60  monthly installments  of
principal and interest. During 2003 the Company sold the  promissory  notes for
$780,788  in  cash  and  the forgiveness of $62,500 of subordinated debentures,
together with accrued interest  of  $12,929.   The  Company  incurred a loss of
approximately $62,000 on this sale, net of the forgiveness of debentures.

3.  EARNINGS PER SHARE

The following data shows the amounts used in computing loss per share.
<TABLE>
<CAPTION>
                                     NET INCOME    WEIGHT    PER SHARE AMOUNT
                                       (LOSS)      SHARES
                                     (NUMERATOR)(DENOMINATOR)
<S>                                   <C>         <C>           <C>
For the Year Ended December 31, 2003:
    Basic loss per common share       $(328,883) 24,631,587   $(.01)
    Effect of dilutive stock options         -          -
    Diluted loss per common share     $(328,883) 24,631,587   $(.01)
For the Year Ended December 31, 2004:
    Basic loss per common share       $(222,211) 24,216,058   $(.01)
    Effect of dilutive stock options         -          -
    Diluted loss per common share     $(222,211) 24,216,058   $(.01)
</TABLE>

                                      F-8

<PAGE>

Options  for  1,000,000  shares of common stock have not been included  in  the
computation of diluted earnings per share due to being anti-dilutive.

4.  ADVANCES

In February and March 2004,  the  Company  advanced  a  total  of  $125,000  to
Techlite,  Inc., an unrelated publicly held Company located in Tulsa, Oklahoma.
The advances  are  non-interest bearing and are to be repaid in the short-term.
In consideration for  making  this  advance, Techlite, Inc. has agreed to issue
110,000  shares  of  restricted  Techlite,   Inc.   stock.   The  advances  are
collateralized  by  certain  accounts  receivables  of  Techlite, Inc.   As  of
September 30, 2004, the advances became past due, and the Company filed suit to
enforce  collection.  As such, the Company recorded an allowance  for  doubtful
accounts of  $40,000  on  the  advances  and had not recorded any receivable or
interest  income related to the 110,000 shares  of  restricted  Techlite,  Inc.
stock, due  to  the  uncertainty  of collection on the note and issuance of the
stock.  During December 2004, the Company  collected  $50,000  on this note and
subsequently  received a judgment to collect the remaining outstanding  amounts
plus interest and  legal  fees.   Based  on  the  judgment  and  actual amounts
received,  the Company reduced the allowance for doubtful accounts  by  $15,000
and is continuing to pursue collection of the remaining balance.

5.  NOTES PAYABLE

In May 2004, the Company issued  a promissory note to an unrelated party in the
amount of $110,000.  The note was to be repaid in ninety days  at  an  interest
 rate of 12%.  In August, 2004, this  note  was  renewed for an additional  six
months  in   the   amount  of $113,328 which consists of the original principal
amount of $110,000 plus accrued  interest  through  August  18, 2004.  The note
bears interest at a rate of 12% and is secured by the advances  referred  to in
Note 4.

In  July  2004, the Company issued a promissory note to a related party for  an
amount  up  to $100,000.  The  note  is  to  be  repaid in six months and bears
interest  at  a rate of 8%. The note is secured by a  note  receivable  in  the
amount of $133,000  (See  Note  6).   As  of December 31, 2004, the Company was
advanced $90,700 under this note.

In  June  2004,  the  Company  made  a payment  in  the  amount  of  $8,000  in
satisfaction of a legal claim by a former preferred shareholder of the Company.
The payment releases the Company of all  sums  due  of  principal, interest and
accrued dividends related to this preferred shareholder.  The Company has notes
payable to other preferred stockholders at  December 31, 2004 totaling $12,700.
Those  notes  bear interest at 9% and were payable  in  2001.   The  notes  are
unsecured and were in default at December 31, 2004.

6.  INVESTMENTS

In March 2004,  the  Company entered into a loan agreement with US Daylighting,
L.L.C. (Daylighting).   Under the terms of the Note the Company is to initially
advance up to $150,000, with  interest  due  monthly  at  9%.   The Company may
advance an additional $150,000 and has the option to convert the  total  of all
advances  ($300,000)  into  a  25% interest in Daylighting.  Advances under the
note are due within six months of  demand  being made by the Company.  The note
is secured by various membership interests of  Daylighting.  As of December 31,
2004, the Company had advanced $133,000 under this note.

7.  RELATED PARTY TRANSACTIONS

During 2004 and 2003, the Company paid an officer  of  the  Company  consulting
fees totaling approximately $27,500 and $100,000 in each year, respectively.

8.  INCOME TAXES

The  components  of the provision for income taxes as shown on the accompanying
consolidated statements of operations are as follows:
<TABLE>
<CAPTION>
               YEARS ENDED DECEMBER 31,
<S>             <C>        <C>
                  2004       2003
Current-Federal $	 -  $	     -
Current-State    	 -           -
Deferred         	 -           -
                $	 -  $	     -
</TABLE>

    Components of  the  net  deferred  tax  asset  at  December 31, 2004 are as
follows:

                                      F-9

<PAGE>


<TABLE>
<CAPTION>
    Deferred tax assets:
<S>                               <C>
Net operating loss carry-forwards	$ 857,000
    Less-valuation allowance	         (857,000)
                           		$       -
</TABLE>

At  December  31,  2004,  the  Company  had a net operating loss  carry-forward
available for Federal income tax purposes  of  approximately $2.4 million.  The
amounts  of operating loss carry-forwards expire  in  varying  amounts  through
2024.  Due to the uncertainty of realization and restrictions on utilization, a
deferred tax asset valuation allowance has been provided.

The following  is  a  reconciliation  of  the  U.S.  statutory  tax rate to the
Company's effective rate for the years ended December 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                                 2004   2003
<S>                                              <C>     <C>
Statutory rate                                    34.0%  34.0%
Change in deferred tax asset valuation allowance (34.0) (34.0)
Company's effective rate                             0%     0%
</TABLE>

9.  SUBORDINATED CONVERTIBLE DEBENTURES

During  2001,  the Board of Directors approved the sale of up to $1,000,000  of
subordinated convertible debentures. The debentures required quarterly interest
only payments at  a  10%  rate  and  were due in full on June 1, 2003, of which
$125,000  were  convertible  into  common  stock  at  $0.50  per  share.  These
debentures were paid in full in the second quarter of 2004.

10.  CONCENTRATIONS, COMMITMENTS AND CONTINGENCIES

Cash:
The  Company's cash balances with financial  institutions  are  insured  up  to
$100,000 for each account.

Lease:
The Company currently leases office space on a monthly basis.  Rent expense for
the years  ended  December  31,  2004 and 2003 totals approximately $10,000 and
$10,000, respectively.

In  the  opinion  of  management, there  are  no  other  contingent  claims  or
litigation against the  Company  which would materially affect its consolidated
financial position.




                                     F-10

<PAGE>


11.  STOCKHOLDERS' EQUITY

Preferred Stock

The Company has authorized 10,000,000 shares of preferred stock with attributes
as determined by the Board of Directors.

The Board of Directors designated  a series of preferred stock, Preferred Stock
Series "B". The maximum shares under  the  series  is  8,000,000. The Preferred
Stock Series B has a par value of $.01, accrues no dividends  and converts on a
1 to 1 basis into common stock.

The  Company  has also authorized 1,600,000 shares of Class A Preferred  Stock.
The Class A Preferred  Stock  has  a  par  value  of  $3.00, bears a 10% annual
cumulative dividend, payable monthly and is convertible  into common stock on a
6.4 to 1 basis.

As  of  December 31, 2004, there were no shares of preferred  stock  issued  or
outstanding.

Stock Options

In January  2000, the Company granted two directors stock options, whereby each
may acquire 1,000,000  shares  of common stock, at an exercise price of $.03125
per share. The shares were fully vested as of the date of grant and expire five
years from the date of grant. The  Company  recognized  compensation expense at
the date of grant of $22,255 related to services provided,  based  on  the fair
value  of  the  options on the measurement date, which is the date a commitment
for performance is reached or performance is complete. In November of 2002, one
director resigned  as  a  director  of  North American Gaming and Entertainment
Corporation upon which time his 1,000,000 option was cancelled.

No options to purchase the Company's stock  were  issued  or granted in 2003 or
2004,  and all existing stock options (for 1,000,000 shares  of  common  stock)
expired in January 2005.


12.    SUBSEQUENT EVENT

In January  2005,  the Company amended the note payable with a related party to
extend repayment until July 2005 and increase the principal amount to $150,000.
In February and March  of  2005, the Company was advanced an additional $17,500
under the note from a related  party.   At March 31, 2005, the total amount due
was $108,200.

In February 2005, the Company amended the  note payable with an unrelated party
to extend repayment until August 2005 and convert the accrued interest into the
principal amount.  As of February 2005, the amount of the new note approximates
$120,200.

In March 2005, the Company collected an additional  $49,000  on the advances to
Techlite, Inc.

                                     F-11

<PAGE>


                                                                        EX 31.1

  CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER UNDER
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, E. H. HAWES, II, CERTIFY THAT:

   1. I  have  reviewed  this  annual  report on Form 10-KSB of North  American
      Gaming and Entertainment Corporation;

   2. Based on my knowledge, this quarterly  report does not contain any untrue
      statement of a material fact or omit to  state  a material fact necessary
      to  make the statements made, in light of the circumstances  under  which
      such  statements  were  made,  not  misleading with respect to the period
      covered by this quarterly report;

   3. Based  on my knowledge, the financial  statements,  and  other  financial
      information  included  in  this  quarterly  report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows  of the registrant as of, and for, the periods  presented  in  this
      quarterly report.

   1. The small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure controls and
      procedures  (as defined in Exchange Act Rules and maintaining  disclosure
      controls and  procedures  (as defined in Exchange Act Rules 13a-15(e) and
      15d-15(e) and internal control  over  financial  reporting (as defined in
      Exchange Act Rules 13a-15(f) and 15d-15(f) for the  small business issuer
      and have:

        (a)Designed  such disclosure controls and procedures,  or  caused  such
           disclosure   controls  and  procedures  to  be  designed  under  our
           supervision, to  ensure  that  material  information relating to the
           small business issuer, including its consolidated  subsidiaries,  is
           made  known  to  us  by  others  within those entities, particularly
           during the period in which this report is being prepared;

        (b)Designed such internal control over  financial  reporting, or caused
           such internal control over financial reporting to  be designed under
           our  supervision,  to  provide  reasonable  assurance regarding  the
           reliability of financial reporting and the preparation  of financial
           statements  for  external  purposes  in  accordance  with  generally
           accepted accounting principles;

        (c)Evaluated   the   effectiveness   of  the  small  business  issuer's
           disclosure controls and procedures  and presented in this report our
           conclusions about the effectiveness of  the  disclosure controls and
           procedures, as of the end of the period covered by this report based
           on such evaluation; and

        (d)Disclosed in this report any change in the small  business  issuer's
           internal  control over financial reporting that occurred during  the
           small business  issuer's  most  recent  fiscal  quarter  (the  small
           business  issuer's  fourth  fiscal  quarter in the case of an annual
           report) that has materially affected,  or  is  reasonably  likely to
           materially affect, the small business issuer's internal control over
           financial reporting; and

   2. The  small  business  issuer's  other  certifying  officer(s)  and I have
      disclosed,  based on our most recent evaluation of internal control  over
      financial reporting,  to  the  small  business  issuer's auditors and the
      audit  committee of the small business issuer's board  of  directors  (or
      persons performing the equivalent functions):

        (a)All  significant  deficiencies and material weaknesses in the design
           or operation of internal  control over financial reporting which are
           reasonably likely to adversely  affect  the  small  business issuers
           ability   to   record,   process,  summarize  and  report  financial
           information; and

        (b)Any fraud, whether or not  material,  that  involves  management  or
           other  employees  who  have a significant role in the small business
           issuer's internal control over financial reporting.

Date:  April 15, 2005

/s/ E.H.HAWES, II

___________________________________
E. H. Hawes, II, Chief Executive Officer and Chief Financial Officer



<PAGE>



                                      F-1

<PAGE>


                                                                        EX 32.1

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                            AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of North American Gaming and Entertainment
Corporation (the "Company") on Form  10-KSB  for the period ending December 31,
2004 as filed with the Securities and Exchange  Commission  on  the date hereof
(the  "Report"), I E. H. Hawes II, Chief Executive Officer and Chief  Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge and belief:

     (1)    The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)     The  information  contained  in the Report fairly presents, in all
material respects, the financial condition  and  result  of  operations  of the
Company.

/s/ E.H.HAWES, II



<TABLE>
<CAPTION>
E.H. HAWES, II
<S>		<c>			<c>
</TABLE>
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

APRIL 15, 2005