Washington, D.C. 20549

                                   FORM 12b-25

                        Commission File Number 000-28399
                                  CUSIP Number

                           NOTIFICATION OF LATE FILING

(Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
             [_] Form N-SAR

                       For Period Ended: December 31, 2005

      [_] 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 this 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 the filing checked above,
identify the item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION

Gaming & Entertainment Group, Inc.
Full Name of Registrant

Former Name if Applicable

16821 Escalon Dr.
Address of Principal Executive Office (Street and Number)

Encino, CA 91436
City, State and Zip Code

                                     PART II
                             RULE 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.)

[_]   (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, Form 11-K or Form N-SAR, or portion thereof
            will be filed on or before the 15th 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

      State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

      The Company was unable to file the Quarterly Report on Form 10-KSB on a
timely basis without unreasonable effort and expense. The Company does, however,
anticipate filing the Annual Report on Form 10-KSB on or before April 10, 2006.

                                     PART IV
                                OTHER INFORMATION

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

         Gregory L. Hrncir                    818-400-5930
             (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? [_] 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.

                       Gaming & Entertainment Group, Inc.
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: March 31, 2006                /s/ Gregory L. Hrncir
                                    Gregory L. Hrncir

      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.


      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 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.