UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-QSB
 
 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended September 30, 2010
 
 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______ to _______
 
 Commission File No. 000-05474
 
 CHINA CHANGJIANG MINGING & NEW ENERGY CO., LTD
 
 Nevada



(State or other jurisdiction of incorporation or organization)

75-2571032



(IRS Employer Identification No.)
 
 Seventeen Floor, Xinhui Mansion, Gaoxin Road,
 Hi-Tech Zone, Xi'An P. R. China 710075
 
 (Address of principal executive offices)
 
 (86) 29-88331685
 (Issuer's telephone number)
 
 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 [X] YES [ ] NO
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
 [ ] YES [X] NO
 
 APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 
 Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
 [ ] YES [ ] NO
 
 APPLICABLE ONLY TO CORPORATE ISSUERS
 
 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: June 30, 2010: 28,716,058
 
 Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]




ITEM 1. FINANCIAL STATEMENTS





CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD AND SUBSIDIARIES


(An Exploration Stage Company)


UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS




2010


2009(Unaudited)


(Audited)ASSETSCURRENT ASSETSCash and cash equivalents

$
54,474


$
27,279Accounts receivable


2,026,088



1,098,386Other current assets and prepayments


65,307



33,770TOTAL CURRENT ASSETS


2,145,869



1,159,435Property and equipment, net


182,417



200,690Long term investment


308,737



292,903Land use rights, net


17,716,239



17,115,077Goodwill


3,517,660



3,337,249Long term receivable


1,294,070



1,193,431Deferred tax asset


244,589



218,602TOTAL ASSETS

$
25,409,581


$
23,517,387LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESOther payables and accrued expenses

$
2,087,822


$
1,882,945Notes payable - related party


434,137



434,137Due to related parties


4,397,382



3,996,369Due to former stockholders


2,569,470



2,418,796Deferred tax liability


291,138



214,948TOTAL CURRENT LIABILITIES


9,779,949



8,947,195STOCKHOLDERS' EQUITYSeries C convertible preferred stock (The preferred stocks was converted into 60,900,000 common shares)


-



5,000Common stock (new stock replaced the old one according as the completed stock exchange agreement. 64,671,658 shares outstanding with the par value of 0.001, and 24,216,058 outstanding with the par value of 0.01 as of September 30,2010 and December 31,2009 respectively.


64,672



417,886Additional paid-in capital


24,160,468



23,974,728Treasury stock


-



(489,258
)Non-controlling interests


553,125



531,674Accumulated deficits during the exploration stage


(13,468,150
)


(13,366,785
)Accumulated other comprehensive income


4,319,517



3,496,947TOTAL STOCKHOLDERS' EQUITY


15,629,632



14,570,192TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
25,409,581


$
23,517,387




The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.










CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD AND SUBSIDIARIES


(An Exploration Stage Company)


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS




For the nine months ended 
September 30





For the three months ended 
September 302010


2009


Accumulated


2010


2009REVENUERental of land use rights

$
838,167


$
-


$
1,936,039


$
288,145


$
-OPERATING EXPENSESGeneral and administrative expenses


115,064



123,520



1,025,732



34,198



39,434Legal and professional fees


111,565



80,392



656,384



23,227



22,883Depreciation


28,111



27,872



130,357



9,664



9,207Amortization of land use rights


312,823



307,230



1,485,997



107,542



102,452Total Operating Expenses


567,563



539,014



3,298,470



174,631



173,976INCOME (LOSS) FROM OPERATIONS


270,604



(539,014
)


(1,362,431
)


113,514



(173,976
)OTHER INCOME (EXPENSE)Interest income


174



132



5,247



-



55Interest expense


(607
)


(139
)


(13,992
)


(101
)


-Imputed interest expense


(271,360
)


(257,676
)


(1,215,101
)


(94,212
)


(79,270
)Bad debt expense


-



-



(73,192
)


-



-Other expense


(733
)


(3,324
)


(36,825
)


-



(127
)Total Other Expense


(272,526
)


(261,007
)


(1,333,863
)


(94,313
)


(79,342
)INCOME(LOSS) BEFORE NON-CONTROLLING INTERESTS AND TAX


(1,922
)


(800,021
)


(2,696,294
)


19,201



(253,318
)DEFERRED INCOME TAX EXPENSE


(106,420
)


-



(102,768
)


(29,986
)


-NON-CONTROLLING INTERESTS


6,980



92,125



193,478



1,219



19,801LOSS FROM CONTINUING OPERATIONS


(101,362
)


(707,896
)


(2,605,584
)


(9,566
)


(233,517
)DISCONTINUED OPERATIONSLoss on disposal of subsidiary


-



-



(8,027,234
)


-



-NET LOSS


(101,362
)


(707,896
)


(10,632,818
)


(9,566
)


(233,517
)OTHER COMPREHENSIVE INCOME


107,679



(109,232
)


3,496,947



24,318



(35,821
)COMPREHENSIVE INCOME (LOSS)

$
6,317


$
(817,128
)

$
(7,135,871
)

$
14,752


$
(269,338
)NET LOSS PER SHAREBasic


(0.0052
)


(0.0292
)






(0.0003
)


(0.0096
)Diluted


(0.0052
)


(0.0012
)






(0.0003
)


(0.0004
)Weighted average number of sharesoutstanding:During the period - basic


19,334,158



24,216,058







34,446,658



24,216,058During the period - diluted


19,334,158



609,000,000







34,446,658



609,000,000




The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.









CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD AND SUBSIDIARIES


(An Exploration Stage Company)


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS





For the nine months ended 
September 302010


2009


AccumulatedCASH FLOWS FROM OPERATING ACTIVITIESNet loss from continuing operations

$
(101,362
)

$
(707,896
)

$
(2,605,583
)Net loss from discontinued operations


-



-



(8,027,234
)Total net loss


(101,362
)


(707,896
)


(10,632,817
)Adjusted to reconcile net loss to net cash used in operating activities:Loss on disposal of subsidiary


-



-



8,027,234Depreciation


28,111



27,872



130,357Amortization of land use rights


312,823



307,230



1,485,997Imputed interest expenses


271,360



257,676



1,215,100Bad debt provision


-



-



73,192Deferred tax expense


49,075



-



45,423Non-controlling interests


(6,980
)


(92,125
)


(193,478
)Issuance of common stock for services


-



-



-Change of operating assets and liabilities in:Accounts receivable


(845,483
)


-



(1,943,355
)Other current assets and prepayments


(28,930
)


38,250



191,644Other payables and accrued expenses


100,374



(242,260
)


275,399Net cash used in operating activities


(221,012
)


(411,253
)


(1,325,304
)CASH FLOWS FROM INVESTING ACTIVITIESIssuance of note receivable


-



-



(133,000
)Purchase of property and equipment


-



(2,051
)


(51,151
)Due from stockholder


-



-



25,584Due from related parties


(35,172
)


(13,200
)


(1,472,466
)Acquisition of long-term investment


-



-



(1,310,532
)Net cash from discontinued operations


-



-



(1,406,430
)Net cash used in investing activities


(35,172
)


(15,251
)


(4,347,995
)CASH FLOWS FROM FINANCING ACTIVITIESCapital contribution by stockholders


-



-



128,205Proceeds from notes payable


-



-



573,146Proceeds for recapitalization


-



-



(71,372
)Additional paid-in capital


-



-



(481,477
)Advances from stockholders


19,390



5,489



328,524Advances from related parties


180,104



525,308



3,808,803Investment from minority stockholders


-



-



(619,747
)Net cash provided by financing activities


199,494



530,797



3,666,082EFFECT OF EXCHANGE RATES ON CASH


83,885



(83,041
)


(4,288
)INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


27,195



21,252



(2,011,505
)CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


27,279



23,961



2,065,978CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
54,474


$
45,213


$
54,474





The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.










CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD AND SUBSIDIARIES


(An Exploration Stage Company)


NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 BASIS OF PRESENTATION





The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.





The accounting policies and methods of computation followed in these condensed consolidated financial statements are the same as those applied in the consolidated financial statements for the year ended December 31, 2009.





In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) considered necessary to present fairly the Company's financial position as of September 30, 2010, the results of operations for the nine months periods ended September 30, 2010 and September 30, 2009, and cash flows for the nine months periods ended September 30, 2010 and September 30, 2009. The results for the nine months periods ended September 30, 2010 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2010.





These unaudited condensed consolidated financial statements should be read in conjunction with the Company's annual report on Form 10-K as filed with the Securities and Exchange Commission.





NOTE 2 ORGANIZATION





China Changjiang Mining & New Energy Co., Ltd ("China Changjiang") was incorporated under the laws of the State of Nevada in September 2008. China Changjiang has had no operations or significant assets from incorporation through the period ended September 30, 2010. It took the place of North American(NAGM) as the Name of Group listed in Otcbb on August 2nd 2010.





North American Gaming and Entertainment Corporation ("North American") was incorporated under the laws of the State of Delaware in 1969. North American has had no operations or significant assets from incorporation through the year ended December 31, 2006 and until the set up of the Company in 2007.





Hong Kong Wah Bon Enterprise Limited ("Wah Bon") was incorporated in Hong Kong on July 7, 2006 as an investment holding company.





Shanxi Tai Ping Yang Xin Neng Yuan Development Company Limited ("Tai Ping Yang") was incorporated as a limited liability company in the People's Republic of China ("PRC") on July 20, 2007 with its principal activity as an investment


holding company.





Chang Jiang Mining & New Energy Co. Ltd. ("Chang Jiang") (formerly Chang Jiang Shi You Neng Yuan Fa Zhang Company Limited) was incorporated as a limited liability company in the PRC on March 19, 1999. The Company became a joint stock company in January 2006 with its business activities in investment holding and the development of a theme park in Xian,PRC.





In August 2005, Chang Jiang contributed a piece of land valued at $7,928,532 in lieu of cash to the registered capital of Shanxi Huanghe Wetland Park Company Limited ("Huanghe"), representing 92.93% of the equity of Huanghe. Huanghe was incorporated as a limited liability company in the PRC on August 9, 2005 as Shanxi Chang Jiang Petroleum and Energy Development Co., Limited, and is engaged in the development of a theme park in Xian, PRC.





On February 5, 2007, Chang Jiang entered into an agreement with a third party to acquire 40% of the equity interest in Dongfang Mining Company Limited ("Dongfang Mining") at a consideration of $3,117,267, payable in cash. Dongfang Mining is engaged in the exploration of lead, zinc and gold for mining in Xian,PRC.





On March 22, 2007, Chang Jiang entered into an agreement with the majority stockholder of Chang Jiang to exchange its 92.93% interest in Huanghe for 20% equity interest in Dongfang Mining owned by this related party.





On August 15, 2007, 97.2% of the stockholders of Chang Jiang entered into a definitive agreement with Tai Ping Yang and the stockholders of Tai Ping Yang in which they disposed their ownership in Chang Jiang to Tai Ping Yang for 98% of ownership in Tai Ping Yang and cash of $1,328,940, payable on or before December 31, 2007.





On September 2, 2007, Wah Bon acquired 100% ownership of Tai Ping Yang for a cash consideration of $128,205.





The acquisitions of Tai Ping Yang and Chang Jiang were accounted for as a reorganization of entities under common control.





The Company was reincorporated from the state of Delaware to the state of Nevada with the intent to effect a statutory merger of the Delaware corporation "North American Gaming and Entertainment Corporation", into China Changjiang and to swop all issued and outstanding shares in the Delaware corporation for comparable shares in China Changjiang and dissolve the Delaware corporation. Up to the present, the statutory merger is in progress.










The members have limited liability for the obligations or debts of the entity.





The merger of North American and Wah Bon was treated for accounting purposes as a capital transaction and recapitalization by Wah Bon ("the accounting acquirer") and re-organization by North American ("the accounting acquiree"). The financial statements have been prepared as if the reorganization had occurred retroactively.





Accordingly, the financial statements include the following:





(1)
The balance sheet consisting of the net assets of the acquirer at historical cost and the net assets of the acquiree at historical cost.





(2)
The statement of operations including the operations of the acquirer for the periods presented and the operations of the acquiree from the date of the merger.





China Changjiang, North American, Wah Bon, Tai Ping Yang, Chang Jiang and Dongfang Mining are hereafter referred to as the "Company".





The Company is considered to be an exploration stage company. This requires that information is presented to show the cumulative results of the Company since its inception as an exploration stage company. Even though members of the Company have been in existence prior to 2007, the Company considers itself to have become an exploration stage company when it acquired Dongfang Mining on March 22, 2007. The accumulated columns shown on the condensed consolidated statements of operations and comprehensive loss and the condensed consolidated statements cash flows have been provided to show cumulative balances from March 22, 2007 through September 30, 2010.





NOTE 3 PRINCIPLES OF CONSOLIDATION





The accompanying unaudited condensed consolidated financial statements as of September 30, 2010 and 2009 include the unaudited condensed consolidated financial statements of China Changjiang, North American, its 100% owned subsidiary Wah Bon, 100% owned subsidiary Tai Ping Yang, 97.2% owned subsidiary Chang Jiang and 60% owned subsidiary Dongfang Mining. The non-controlling interests represent the minority shareholders' 2.8% and 40% share of the results of Chang Jiang and Dongfang Mining, respectively.





All significant inter-company accounts and transactions have been eliminated in consolidation.





NOTE 4 COMMITMENTS AND CONTINGENCIES





The Company's cash balances with financial institutions in the U.S are insured up to FDIC limits.





In August 2008, the Company signed the Contract of Specific Survey of Gold with The First Geological Team, Bureau of Geology and Minerals Exploration & Exploitation of Shaanxi Province. The total amount of the project is $323,018, of which $146,943 was paid before September 30, 2010. The remaining $176,075 is expected to be paid before the end of 2010.





NOTE 5 STOCKHOLDERS' EQUITY





On February 4, 2008, the Company issued 500,000 shares of series C convertible preferred stock to Wah Bon's shareholder.





Each of the preferred shares is entitled to receive preferential treatment in connection with the payment of dividends, distributions upon liquidation and voting rights. Each preferred share carries the right to vote the equivalent of 1,218 votes of common shares. Each preferred share will be automatically converted into 1,218 common shares upon approval and an amendment to the Certificate of Incorporation to increase the number of authorized shares.





There are no preferred dividends in arrears as of September 30, 2010.





No called or redeemed conditions were prescribed for the preferred stock.





On January 10 and 21, 2010, the Company issued 4,500,000 shares of common stock to 2 persons, Mr. Donald R. Monroe and Mr. Stanley F. Wilson. Each individual now holds 2,250,000 of pre-split outstanding common stock upon the issuance of the stock. It is the arrangement of signed agreement concerning the exchange of common stock.





The Company was reincorporated from the state of Delaware to the state of Nevada with the intent to effect a statutory merger of the Delaware corporation "North American Gaming and Entertainment Corporation", into China Changjiang and to swop all issued and outstanding shares in the Delaware corporation for comparable shares in China Changjiang and dissolve the Delaware corporation.  The name change has been completed before the end of June 30 2010. In this quarter, the Company continue to fulfill the Recapitalization plan under the name of China Changjiang Mining & New energy Company Ltd.





Firstly, the Company exchanged the 500,000 shares of Series C convertible Preferred Stock, at a ratio of 1218 shares of common stock per preferred stock, to 609,000,000 shares of common stock.





Secondly, the 10 for 1 reverse split was effectuated for all of the 646,716,588 common shares, among which 609,000,000 came from the exchange of preferred stock, and 37,716,588 came from the original shareholders before the exchange.





As a result, the total common shares of China Changjiang after the exchange should be 64,671,658, with the par value of $0.001.










NOTE 6 RELATED PARTY TRANSACTIONS





The related parties owed the Company $1,294,070 as of September 30, 2010, for advances made on an unsecured basis, repayable on demand and interest free.





The Company owed $2,569,470 to two former stockholders of Chang Jiang as of September 30, 2010, for advances with no stated interest rates, made on an unsecured basis and repayable on demand. Interest was imputed at a rate of 5.94% per annum on the amounts due.





The Company owed a total of $4,397,382 to related parties as of September 30, 2010, for the advances with no stated interest rates, that were made on an unsecured basis and repayable on demand. Interest was imputed at a rate of 5.94% per annum on the amount due.





The related parties owed the Company $1,193,431 as of December 31, 2009 including five related companies and three related persons owed the Company amounts totaling $801,544 and $391,887, respectively, for advances made on an unsecured basis, repayable on demand and interest free.





The Company owed $2,418,796 to two former stockholders of Chang Jiang as of December 31, 2009 for advances made on an unsecured basis, repayable on demand and interest free. Imputed interest is charged at 5.94 % per year on the amounts due.





The Company owed $3,996,369 to seven related parties as of December 31, 2009 including six related companies and three related person owed the Company amounts totaling $363,369 and $3,633,000, respectively, for advances made on an unsecured basis, repayable on demand and interest free. Imputed interest is charged at 5.94% per year on the amount due.





Total imputed interest recorded as additional paid-in capital amounted to $94,212 and $79,270 for the three months ended September 30, 2010 and 2009, respectively.





100% of the Company’s accounts receivable balance of $2,026,088 and $1,098,386 at September 30, 2010 and December 31, 2009, respectively, was from a related party.





100% of the Company’s revenue earned during the nine months ended September 30, 2010 was from a related party.





NOTE 7 SEGMENTS REPORTING





The Company operated in two reportable segments (mining and real estate) for the nine months ended September 30, 2010.




The Company evaluates segment performance based on income from operations. As a result, the components of operating income for one segment may not be comparable to another segment.





Segments key financial information for the nine months ended September 30, 2010 and 2009 is as follows:


Real Estate


Mining


TotalFor the nine months ended September 30, 2010Revenue

$
838,167


$
0


$
838,167Income (loss) from continuing operations beforeIncome tax expense and minority interests


480,393



(482,315
)


(1,922
)Depreciation of fixed assets


0



28,111



28,111Amortization of intangible assets


312,823



0



312,823Imputed interest expense


0



271,360



271,360Interest income


0



174



174Deferred income tax gain (expense)


(124,214
)


17,794



(106,420
)Land use rights, net


17,716,239



0



17,716,239Total identifiable assets

$
19,742,327


$
5,667,254


$
25,409,581For the nine months ended September 30, 2009Revenue

$
0


$
0


$
0Loss from continuing operations before income tax expense and minority interests


(307,230
)


(492,791
)


(800,021
)Depreciation of fixed assets


0



27,872



27,872Amortization of intangible assets


307,230



0



307,230Imputed interest expense


0



257,676



257,676Interest income


0



132



132Deferred income tax gain (expense)


0



0



0Land use rights, net


17,115,077



0



17,115,077Total identifiable assets

$
17,115,077


$
6,402,310


$
23,517,387





All of the Company's long-lived assets are located in the PRC. Accordingly, no geographic information is presented.





NOTE 8 CONCENTRATIONS AND RISKS





During the nine months ended September 30, 2010 and 2009, 100% of the Company's business and assets were located in the PRC.










NOTE 9 RECENT ACCOUNTING PRONOUNCEMENTS





In January 2010, the FASB released new guidance requiring entities to make new disclosures about recurring and nonrecurring fair value measurements, including significant transfers into and out of Level 1 and Level 2 fair value measurements. This guidance also requires information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2009, except for the detailed Level 3 rollforward disclosures, which is effective for fiscal years, and interim periods within those fiscal years, beginning on after December 15, 2010. Early adoption is permitted. We intend to comply with the disclosure provisions of this new guidance.





NOTE 10 GOING CONCERN





As reflected in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit during the exploration stage of $13,468,150 at September 30, 2010, which included a net loss of $101,362 for the nine months ended September 30, 2010. The Company's current liabilities exceeded its current assets by $7,634,080 and the Company used cash in operations of $221,012. These factors raise doubt about its ability to continue as a going concern. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying condensed consolidated balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





Management has taken steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Though the Company began to generate revenue in 2009, the Company is actively pursuing additional funding and strategic partners, which would enhance stockholders' investments. Management believes that the above actions will allow the Company to continue operations through the next three months.





NOTE 11 THE INVESTMENT





In September 2008, the Company, along with Shaanxi Changfa Industry Stock Co.,Ltd. ("Changfa"),established a new company named Shaanxi Changjiang Power & New Energy Co., Ltd.(“Changjiang power”). The Company owns a 20% share of the registered capital of Changjiang power while Changfa owns the remaining 80% share, when all the capital was contributed. According to the contract, the Changfa shall contribute capital until the end of 2011. At June 30, 2010, the net asset was rmb6,558,974 ($1,012,500), which means the Company held 30% share of the Changjiang Power. Practically, the Company has significant influence on Changjiang Power as it has assigned finance and other directors in Changjiang Power. The Company has recorded this investment under the equity method. Changjiang Power had no revenue for the nine months ended September 30, 2010 and since the expense of $4,236 was immaterial, no adjustment has been made. As of September 30, 2010 and December 31, 2009, the balance of this investment was $308,737 and $292,903, respectively.





The information of Changjiang Power is shown as follows:




September 30, 2010


December 31, 2009Current assets

$
293,142


$
282,126Non current assets


719,358



682,465Current liabilities


0



0Net assets


1,012,500



964,591




NOTE 12 SUBSEQUENT EVENTS





None










ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS





Forward Looking Statements





We make certain forward-looking statements in this report. Statements that are not historical facts included in this Form 8-K 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 8-K. Cautionary Disclosures include, among others: general economic conditions in China and elsewhere, the Company's ability to license, extract, refine and sell minerals and precious metals through our intended operations in China, the strength and financial resources of the Company's competitors, environmental and governmental regulation, labor relations, availability and cost of employees, material and equipment, regulatory developments and compliance, fluctuations in currency exchange rates and legal proceedings. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings), demand for our services, and other statements of our plans, beliefs, or expectations, including the statements contained under the captions "Risk Factors," "Management's Discussion and Analysis or Plan of Operation," "Description of Business," as well as captions elsewhere in this document, are forward-looking statements. In some cases these statements are identifiable through the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would," and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and in Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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.





The nature of our business makes predicting the future trends of our revenues, expenses, and net income difficult. Thus, our ability to predict results or the actual effect of our future plans or strategies is inherently uncertain. The risks and uncertainties involved in our business could affect the matters referred to in any forward-looking statements and it is possible that our actual results may differ materially from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the forward-looking statements include, without limitation, the factors discussed in the section entitled "Risk Factors" and the following:





-
the effect of political, economic, and market conditions and geopolitical events;





-
legislative and regulatory changes that affect our business;





-
the availability of funds and working capital;





-
the actions and initiatives of current and potential competitors;





-
investor sentiment; and





-
our reputation.





We do not undertake any responsibility to publicly release any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this report. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by any forward-looking statements.





The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto as filed with the SEC and other financial information contained elsewhere in this Form 10-Q.





OVERVIEW





We operate in two segments. We are an exploration stage mining company although we have had no mining revenues and do not expect mining revenues until we begin the process of extracting minerals which will not start until 2010, if at all. We have sustained considerable losses from our exploration and other activities to date.





Effective August 20, 2001, the Company sold its interests in video gaming business for cash and notes receivable. During 2003, the Company sold the notes receivable for cash. As a result, the Company had no on-going operations or revenues. At that time,the Company was a "shell" as defined by Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act. Its only activity was to explore for acquisition opportunities and the financing required buying and supporting an operating business.





On February 4, 2008, (the "Closing Date") we acquired HONGKONG WAH BON ENTERPRISE LIMITED ("Wah Bon") and its three subsidiaries: SHAANXI TAI PING YANG XIN NENG YUAN DEVELOPMENT COMPANY LIMITED ("Tai Ping Yang "); SHAANXI CHANG JIANG SI YOU NENG YUAN FA ZHANG GU FENG YOU XIANG GONG SI ("Chang Jiang") and DONGFANG MINING COMPANY LIMITED ("Dongfang Mining".) Wah Bon owns 100% of Tai Ping Yang. Tai Ping Yang owns 97.2% of Chang Jiang; and Chang Jiang owns 60% of Dongfang Mining. The minority interests represent the minority shareholders' 2.8% and 41.68% share of the results of Chang Jiang and Dongfang Mining respectively.










Goodwill is not amortized but is supposed to be tested for impairment. The Company is going to perform an assessment on goodwill arising from the acquisition of Dongfang Mining as the price of non-ferrous metals are going down and the whole industry are stagnant comparing with that of 2007 when the goodwill was recorded. We cannot conclude that there was no impairment to the carrying value of the goodwill in this reporting period.





We have exploration rights for a 61.27 sq.km parcel in the Jiao Shan Zhai Mining Area, located in Xunyang County in the Shaanxi Province of China. Our land use rights are amortized over fifty years of the term of the leases. We have performed tests on the site but we have not begun mining activity. We originally planned to participate in constructing a theme park business on the parcel, but have delayed those plans while we direct our resources on the mining opportunities. We have decided to lease out our land use right to Huanghe wet land park Co.Ltd. Therefore we can focus our management in the mining segment.





The following is a summary of land use rights at September 30, 2010:





Cost

$
20,200,834Less: accumulated amortization


2,484,595Land use rights, net


17,716,239





The land use rights are amortized over fifty years of the term of leases. The amortization expense for the nine months ended September 30, 2010 and 2009 was $312,823 and 307,230, respectively.





From 2003 until the present, Dongfang Mining has held licenses for the exploration of minerals and precious metals in the Shaanxi Province of the People's Republic of China. Dongfang Mining was granted an exploration right to the lead, zinc and gold mines located at Gan Gou and Guan Zi Gou, Xunyang County, Shaanxi Province, PRC, on December 31, 2006. The Company engaged Geology and Mineral Bureau of Shaanxi to conduct a preliminary survey which reported preliminary positive findings for gold, lead and zinc deposits in the mines.





As reflected in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit during the exploration stage of $13,468,150 at September 30, 2010, which includes a net loss of $101,362 for the nine months ended September 30, 2010. The Company's current liabilities exceed its current assets by $7,634,080 and the Company used cash of $221,012 in operations. These factors raise substantial doubt about its ability to continue as a going concern. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





PLAN OF OPERATIONS





Our efforts over the next twelve months will be directed towards completing the licensure process to begin the extraction operations from the mines and to acquire the equipment and personnel necessary to commence mining operations. We have applied for, but not yet obtained, an additional license that will permit the excavation and extraction of the parcel. We expect to obtain that license before the end of 2011 and expect to commence extraction operations shortly thereafter.




To date we have financed our activities from loans received from related parties. Until we begin to generate mining revenues we expect to continue to rely on loans from our directors and related parties. Our directors have indicated that they will continue to make loans for the next twelve (12) months, although we have made cumulated revenue of $1,936,039 till the end of September 30,2010. Other than the oral assurances given by the directors, we have no other sources of capital and there can be no guarantee that the Company will be able to meet its obligations or obtain sufficient capital to complete its plan of operations for the next three (3) months.





Our plan for 2010 is to finish reconnaissance and evaluation and begin prospecting the known ore bodies and controlling the trench exploration, in addition, enter in to new energy industry by acquisition ,such as electric power. We intend to stress deep drilling and tunnel exploration validation. We hope this will allow us to enlarge the ore body scale and prove up the anomalous regions. We expect to accomplish this primarily with drilling and tunnel exploration.





Specific implementation methods are as follows:





-
Enhance the validation of geophysical prospecting abnormities, especially of the I and II class abnormities, make a conclusion on them as soon as possible to provide basis for next work;





-
Carry out geological investigation in adjacent regions, with attention to the lead & zinc ore bodies;





-
Investigate other metallogenic areas, mainly through surface work, which may be combined with limited tunnel exploration and drilling;





-
Finish the rough survey of lead and zinc over the 6.8 square meter area;





-
Complete the particular survey of gold and obtain the exploitation license Before year end.




-
Enter into electric power industry by controlling the Changjiang electric Power & new emerge Co., ltd.










We believe we can find adequate skilled mining personnel in the region. We are also exploring possible joint venture or similar arrangements with one of the existing, competitive mining companies that are already operating in the mining area near our parcel. If so, we would reduce our need for the initial expenditures and the delay in commencing mining operations may be shortened.





LIQUIDITY AND CAPITAL RESOURCES





GENERAL. Overall, we had an increase in net loss of $101,362 for the nine months ended September 30, 2010. During the nine months ended September 30, 2010, we had net cash used in operating activities of $221,012, net cash used in investing activities of $35,172 and net cash provided by financing activities of $199,494. At September 30, 2010, our cash balance was $54,474, as compared to $ 27,279 at the end of December 2009. This was an decrease of $27,195, or approximately 100%.





CASH FLOWS FROM OPERATING ACTIVITIES. Net cash used in operating activities of $221,012 for the nine months ended September 30, 2010 was primarily attributable to the net loss from operations. The adjustments to reconcile the net loss to net cash, included depreciation expense of $28,111, amortization of land use rights of $312,823, imputed interest expense of $271,360, adjustment for non-controlling interests of -$6,980, a deferred tax expense of $49,075, an increase of account receivable of $927,702, a increase in current assets and prepayments of $28,930 and an increase in other payables and accrued expenses of $100,374.





CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing activities of $35,172 for the nine months ended September 30, 2010 was all attributable to the $35,172 advanced to related parties.





CASH FLOWS FROM FINANCING ACTIVITIES. Net cash of $199,494 provided by financing activities in the nine months ended September 30, 2010 was primarily due to the $19,390 and $180,104 increases of due to former stockholders and due to related parties, respectively.





FINANCING. Though we have generated the cumulated rental revenues of $1,936,039 as of September 30, 2010, we are still considered an exploration stage company. We ended the third quarter of 2010 with $54,474 of cash and equivalents on our balance sheet. Given our current cash usage rate, a risk exists that our available cash on hand and the cash we anticipate generating from operating activities will be insufficient to sustain our operations. Our auditors have expressed substantial concern as to our ability to continue as a going concern.





We have historically been able to issue shares, preferred stock or stock options to pay for certain operating expenses. We believe that our pro-forma working capital on hand as of the date of this report, along with our rental income and ability to raise capital and meet certain operating expense obligations through the issuance of stock or stock equivalents, will provide us with the capital we need through year end 2010. In addition, our directors have indicated a willingness to make loans to the Company to cover expenses, although there is no assurance that they will do so. However, we believe that our ability to operate beyond the end of 2010 will require us to raise additional capital, of which there can be no assurance.





INTERNAL SOURCES OF LIQUIDITY. There is no assurance that funds from our operations, if and when they commence, will meet the requirements of our daily operations in the future. In the event that funds from our operations are insufficient to meet our operating requirements, we will need to seek other sources of financing to maintain liquidity.





EXTERNAL SOURCES OF LIQUIDITY. We intend to pursue all potential financing options in 2010 as we look to secure additional funds to both stabilize and grow our business operations and begin extraction. Our management will review any financing options at their disposal and will judge each potential source of funds on its individual merits. We cannot assure you that we will be able to secure additional funds from debt or equity financing, as and when we need to or if we can, that the terms of such financing will be favorable to us or our existing shareholders.





INFLATION. Our management believes that inflation has not had a material effect on our results of operations, and does not expect that it will in fiscal year 2010.





OFF-BALANCE SHEET ARRANGEMENTS. We do not have any off-balance sheet arrangements.





RESULTS OF OPERATIONS. Comparison of the nine months ended September 30, 2010, to the nine months ended September 30, 2009:





Operating Expense





The Company recorded an operating profit of $270,604 for the nine months ended September 30, 2010 compared to a loss of $539,014 for the nine months ended September 30, 2009. The profit was comprised of rental of land use right of $838,167, during the nine months ended September 30, 2010, compared to $0 during the nine months ended September 30, 2009; general and administrative costs of $115,064 during the nine months ended September 30, 2010, compared to general and administrative costs of $123,520 for the nine months ended September 30, 2009. Legal and professional fees increased to $115,565 for the nine months ended September 30, 2010, which were the costs of the audit and other professional services. Depreciation was $28,111 for the nine months ended September 30, 2010 as compared to $27,872 for the nine months ended September 30, 2009. Land use rights amortization was $312,823 for the nine months ended September 30, 2010.










Other Income (Expense)





Other expense increased from $261,007 for the nine months ended September 30, 2009 to $272,526 for the nine months ended September 30, 2010. The Company incurred interest expense of $607 for the nine months ended September 30, 2010, compared to $139 for the nine months ended September 30, 2009. Imputed interest expense increased from $257,676 for the nine months ended September 30, 2009 to $271,360 for the nine months ended September 30, 2010.





Net Loss





The net loss for the nine months ended September 30, 2010 was $101,362 as compared to a net loss of $707,896 for the nine months ended September 30,2009. The decrease of loss for the nine months ended September 30, 2010 mainly came from the increase of $838,167 in rental revenue compared with the nine months ended September 30, 2009.





Other Comprehensive Income





The exchange rate has slightly increased during the nine months ended September 30, 2010, and $107,679 of foreign exchange gain was recorded for the nine months ended September 30, 2010. We converted the report in RMB to that in USD by the exchange rate at September 30, 2010, (i.e. 6.478 for the condensed consolidated balance sheet at September 30, 2010) and by the average exchange rate of the nine months (i.e. 6.5072 for the condensed consolidated statement of operations and comprehensive loss for the period ended September 30, 2010). The equity items in balance sheet apply the historical exchange rate.





As a result, the difference after the translation was concluded to be recorded as foreign exchange translation gain in the condensed consolidated balance sheets.





Comprehensive Loss





The comprehensive gain for the nine months ended September 30, 2010 was $6,317, as compared to a comprehensive loss of $817,128 for the nine months ended September 30, 2009.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not Applicable.





ITEM 4T. CONTROLS AND PROCEDURES.





Quarterly Evaluation of Controls





Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under theSecurities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under theSecurities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.





As required by Rule 13a-15 under the Exchange Act,, we evaluated the effectiveness of the design and operation of (i) our disclosure controls and procedures ("Disclosure Controls"), and (ii) our internal control over financial reporting ("Internal Controls"). This evaluation ("Evaluation") was performed by our President and Chief Executive Officer for the quarter ended March 31, 2010, Chen Weidong ("CEO") and by our Chief Financial Officer for the quarter ended March 31, 2010. In this section, we present the conclusions of our CEO based on and as of the date of the evaluation, (i) with respect to the effectiveness of our Disclosure Controls, and (ii) with respect to any change in our Internal Controls that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect our Internal Controls.





Our auditors, Brock, Schechter & Polakoff, LLP, an independent registered public accounting firm, reported to management on system deficiencies that constituted material weaknesses and significant deficiencies in the internal controls of the Company. The material weaknesses identified related to a lack on an independent board of directors and a lack of an independent audit committee to oversee the financial reporting process. The significant deficiency identified related to the Company not having sufficient knowledge of the necessary disclosures required under U.S. generally accepted accounting principles.





There has been no change in our internal control over financial reporting that occurred, during the quarter ended September 30, 2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Except the following.




a)
the former chief accountant has resigned in April, and the new chief accountant, Cai wenjing, took the place.


b)
A new staff was hired to assist the 10K and 10Q preparation, in order to improve the disclosure control and procedures.









CEO and CFO Certifications





Attached to this quarterly report, as Exhibits 31.1 and 32.1, are certain certifications of the CEO and CFO, which are required in accordance with the Exchange Act and the Commission's rules implementing such section (the "Rule 13a- 14(a)/15d-14(a) Certifications"). This section of the quarterly report contains the information concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a) Certifications. This information should be read in conjunction with the Rule 13a- 14(a)/15d-14(a) Certifications for a more complete understanding of the topic presented.





Disclosure Controls and Internal Controls





Disclosure Controls are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed with the Commission under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms. Disclosure Controls are also designed with the objective of ensuring that material information relating to the Company is made known to the CEO and the CFO by others, particularly during the period in which the applicable report is being prepared. Internal Controls, on the other hand, are procedures which are designed with the objective of providing reasonable assurance that (i) our transactions are properly authorized, (ii) our assets are safeguarded against unauthorized or improper use, and (iii) our transactions are properly recorded and reported, all to permit the preparation of complete and accurate financial statements in conformity with accounting principles generally accepted in the United States.





Limitations on the Effectiveness of Controls





Our management does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well developed and operated, can provide only reasonable, but not absolute assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances so of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision –making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of a system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.





Scope of the Evaluation





The CEO and CFO's evaluation of our Disclosure Controls and Internal Controls included a review of the controls' (i) objectives, (ii) design, (iii) implementation, and (iv) the effect of the controls on the information generated for use in this quarterly report. In the course of the Evaluation, the CEO and CFO sought to identify data errors, control problems, acts of fraud, and they sought to confirm that appropriate corrective action, including process improvements, was being undertaken. This type of evaluation is done on a quarterly basis so that the conclusions concerning the effectiveness of our controls can be reported in our quarterly reports on Form 10-Q and annual reports on Form 10-K. The overall goals of these various evaluation activities are to monitor our Disclosure Controls and our Internal Controls, and to make modifications if and as necessary. Our external auditors also review Internal Controls in connection with their audit and review activities. Our intent in this regard is that the Disclosure Controls and the Internal Controls will be maintained as dynamic systems that change (including improvements and corrections) as conditions warrant.





Among other matters, we sought in our Evaluation to determine whether there were any significant deficiencies or material weaknesses in our Internal Controls, which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information, or whether we had identified any acts of fraud, whether or not material, involving management or other employees who have a significant role in our Internal Controls. This information was important for both the Evaluation, generally, and because the Rule 13a-14(a)/15d-14(a) Certifications, Item 5, require that the CEO and CFO disclose that information to our Board (audit committee), and to our independent auditors, and to report on related matters in this section of the quarterly report. In the professional auditing literature, "significant deficiencies" are referred as a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting. These are control issues that could have significant adverse affect on the ability to record, process, summarize and report financial data in the financial statements. A "material weakness" is defined in the auditing literature as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We also sought to deal with other controls matters in the Evaluation, and in each case, if a problem was identified; we considered what revisions, improvements and/or corrections to make in accordance with our ongoing procedures.





Conclusions





Based upon the Evaluation, the deficiencies identified by our auditors were not mitigated during the quarter ended June 30, 2010 and material weaknesses and significant deficiencies existed as of June 30, 2010. Other than the deficiencies identified by our auditor, our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives. Our CEO and CFO have concluded that our disclosure controls and procedures are effective at that reasonable assurance level to ensure that material information relating to the Company is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared, and that our Internal Controls are effective at that assurance level to provide reasonable assurance that our financial statements are fairly presented in conformity with accounting principles generally accepted in the United States. Additionally, there has been no change in our Internal Controls that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect, our Internal Controls.










Forward Looking Statements





Certain statements contained in this Report on Form 10-Q, including statements of the Company's current expectations, intentions, plans and beliefs, and statements containing the words "believes", "anticipates," "estimates," "expects," or "may," are forward- looking statements, as defined in Section 21D of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risk, uncertainties and other factors which may cause the actual results, performance, timing or achievements of the Company to be materially different from any results, performance, timing or achievements expressed or implied by such forward-looking statements.





PART II - OTHER INFORMATION





Items 1 through 5 not applicable.





ITEM 6. EXHIBITS





(a) Exhibits required to be filed by Item 601 of Regulation S-B:





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.








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.





CHINA CHANGJIANG MINING & NEW ENERGY CO.,LTD





November 15, 2010





/s/ Chen Weidong, President


Chen Weidong,


President and Chief Executive Officer


(Principal Executive Officer)