NORTH AMERICAN GAMING & ENTERTAINMENT CORP
NT 10-K, 1997-04-01
MISCELLANEOUS AMUSEMENT & RECREATION
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                    U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                          NOTIFICATION OF LATE FILLING

SEC FILE NUMBER                                                   CUSIP NUMBER

    0-5474                                                          656863 10 7


[X] Form 10-K and Form  10-KSB [ ] Form  11-K [ ] Form 10-Q and Form  10-QSB [ ]
Form N-SAR For Period Ended: December 31, 1996

[  ] Transition Report on Form 10-K

[  ] Transition Report on Form 20-F

[  ] Transition Report on Form 11-K

[  ] Transition Report on Form 10-Q

[  ] Transition Report o n Form N-SAR

For the Transition Period Ended:________________________________________________

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates: All Items

Part 1 -- Registrant Information

  Full Name of Registrant:   North American Gaming and Entertainment Corporation

  Former Name if Applicable:

  Address of Principal Executive Office (Street and Number): 13150 Coit Road,
                                                             Suite 125

  City, State and Zip Code: Dallas, Texas 75240

Part II -- Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [X]

     (a) The reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

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     (b) The subject annual report,  semi-annual  report,  transition  report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

     (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

Part III -- Narrative

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed  period:  Form 10-KSB cannot be
completed due to certain  unresolved  matters involving a capital account review
of a subsidiary by a regulatory authority.

Part IV-- Other Information

          (1)  Name and telephone  number of person to contact in regard to this
               notification:

                  George J. Akmon   (972) 671-1133
                  (Name)              (Area Code) (Telephone Number)

          (2) Have all other periodic reports required under section 13 or 15(d)
     of the  Securities  Exchange  Act of 1934 or section  30 of the  Investment
     Company  Act of 1940  during the  preceding  12 months or for such  shorter
     period that the  registrant was required to file such report(s) been filed?
     If the answer is no identify report(s).

         [X] Yes           [   ] No

         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

         [ X] Yes [  ] No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable  estimate of the results cannot be made: It is  anticipated  that the
Registrant will have net income  applicable to common stock for fiscal year 1996
of approximately $100,000, compared to a net loss applicable to common stock for
fiscal 1995 of approximately $603,854.

         North American  Gaming and  Entertainment  Corporation  has caused this
notification  to be  signed  on its  behalf by the  undersigned  thereunto  duly
authorized.

         Date: March 31, 1997           NORTH AMERICAN GAMING AND
                                        ENTERTAINMENT CORPORATION


                                     By:/s/ George J. Akmon
                                       -----------------------------------------
                                       George J. Akmon, Executive Vice President
                                       and Chief Financial Officer




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