<PAGE 1>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12b-25
Commission File Number 0-19049
CUSIP 026325 10 0
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1999
[ ] 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 on Form N-SAR
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or type.
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 a filing checked above,
identify the Item(s) to which the notification relates:
Part I Registrant Information
Full name of registrant: American Gaming & Entertainment, Ltd.
Address of principal executive office (Street and number): One Woodland Avenue
City, State, and Zip Code: Paramus, New Jersey 07652
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;
[X](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.
<PAGE 2>
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 time period. (Attach
extra sheets if needed.)
The Company's independent public accountants have not completed their review of
the Company's Annual Report on Form 10-KSB for the year ended December 31,
1998. Accordingly, the Company cannot complete its Quarterly Report on Form 10-
QSB by May 15, 1999 without unreasonable effort and expense. Accordingly, the
Company seeks relief pursuant to Rule 12b-25 (b) and will file its Quarterly
Report on Form 10-QSB on or before May 20, 1999.
Part IV Other Information
(1) Name and telephone number of person to contact in regard to this
notification
J. Douglas Wellington (201) 689-0189
(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).
[ ] Yes [X] No
Annual Report on Form 10-KSB for the year ended December 31, 1998
(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 statement to be included in the subject report or
portion thereof?
[ ] Yes [X] 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.
American Gaming & Entertainment, Ltd.
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 17, 1999 By: J DOUGLAS WELLINGTON
______________________
J DOUGLAS WELLINGTON
President and
Chief Executive Officer
Instruction: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
<PAGE 3>
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (see 18 U. S. C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D. C. 20549, in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the Form will be made a matter of the public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or Rule
202 of Regulation S-T or apply for an adjustment in filing date pursuant to
rule 13(b) of Regulation S-T.
