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, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from       to

Commission File No. 000-05474

              NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION

                 Delaware                           75-2571032
        -------------------------------     ---------------------------------
        (State or other jurisdiction of     (IRS Employer Identification No.)
         incorporation or organization)


                 Fifth Floor, High-Tech 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:  September 30,  2008:
33,216,058

Transitional Small Business Disclosure Format (check one)   Yes [ ] No [X]






                                  Table of Contents

      10-Q - NORTH AMERICAN GAMING AND ENTERAINMENT CORPORATION FORM 10-Q


PART I

ITEM 1. FINANCIAL STATEMENTS                                            1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      14
ITEM 4T.CONTROLS AND PROCEDURES                                         14


PART II

Items 1 through 5 not applicable.
ITEM 6. EXHIBITS                                                        16

SIGNATURES                                                              16

EX-1 (EXHIBIT 31.1)
EX-2 (EXHIBIT 32.1)











ITEM 1. FINANCIAL STATEMENTS

NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION



<TABLE>
<CAPTION>
<S>		<C>	<C>


NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS


                                                                  Sept 30,	December 31,
                                                                   2008		2007
        ASSETS                                                   unaudited
                                                                ----------	-----------

CURRENT ASSETS
   Cash and cash equivalents                                       118,520	    479,241
   Notes receivable                                                      -	    133,000
   Other current asset and prepayment                              855,683	    532,584
   Due from related companies                                    1,177,585	    540,964
                                                                ----------	-----------
TOTAL CURRENT ASSETS                                             2,151,788	  1,685,789
                                                                ----------	-----------
FURNITURE AND EQUIPMENT NET                                        245,416	    252,941
                                                                ----------	-----------
Long term investment                                            293,328
                                                                ----------	-----------
LAND USE RIGHT                                                  17,653,100	 16,743,482
                                                                ----------	-----------
GOODWILL                                                         3,342,094	  3,115,544
                                                                ----------	-----------
TOTAL ASSETS                                                    23,685,726	 21,797,756
                                                                ==========	===========

        LIABILITY AND EQUITY

CURRENT LIABILITY
   Other payable and accrual expense                             1,907,323	  2,074,561
   Notes payable                                                   573,146	    573,146
   Due to stockholder                                            2,594,564	  1,858,217
   Due to related company                                        4,009,209	  2,510,892
   Preferred stock                                                  12,700	     12,700
   Preferred stock dividend payable                                 15,003	     15,003
                                                                ----------	-----------
TOTAL CURRENT LIABILITY                                          9,111,945	  7,044,519
                                                                ----------	-----------
COMMITMENT AND CONTIGENCY                                                -
                                                                ----------	-----------
MINORITY  INTEREST                                                 637,386	    619,747
                                                                ----------	-----------
STOCKHOLDERS' EQUITITY
   Series C convertible preferred stock ($0.001 per value)
     10,000,000 shares authorized, 500,000 share issued              5,000	      5,000
     as of September 30, 2008
   Common stock($0.01 per value,100,000,000 shares authorized,
     50,788,552 shares issued, 33,216,058 shares outstanding       507,886	    417,886
     as of September 30, 2008; and 41,788,552 shares issued,
     24,216,058 outstanding as of December 31, 2007)
   Additional paid-in capital                                   23,631,296	 23,523,678
                                                                ----------	-----------
   Treasury stock, 17,572,494 shares, at cost                     (489,258)	   (489,258)
                                                                ----------	-----------
   Accumulated deficits during the exploration stage           (13,240,664)	(11,794,802)
                                                                ----------	-----------
   Accumulated other comprehensive income                        3,522,135	  2,470,986
                                                                ----------	-----------
TOTAL  EQUITY                                      		13,936,395	 14,133,490
                                                                ----------	-----------
LIABILITIES AND STOCKHOLDERS' EQUITY                            23,685,726	 21,797,756
                                                                ==========	===========


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

</TABLE>


1


<TABLE>
<CAPTION>
<S>		<C>		<C>


NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)


                                           Nine months ended Sept	Three months ended Sept
                                            2008            2007	    2008           2007
                                        -----------     -----------	-----------     -----------

OPERATING EXPENSES
   General and administrative expenses      226,292         111,871	    108,067          34,138
   Legal and professional fee               672,882				 88
   Depreciation                              27,749			      9,479
   Amortization of Land use right           300,725			    102,315
                                        -----------     -----------	-----------     -----------
Total Operating Expenses                  1,227,648         111,871	    219,949          34,138
                                        -----------     -----------	-----------     -----------
LOSS FROM OPERATIONS                     (1,227,648)       (111,871)	   (219,949)        (34,138)
                                        -----------     -----------	-----------     -----------
OTHER INCOME (EXPENSES)
   Interest income                            1,339           8,977		575           2,992
   Interest expenses                        (23,004)        (33,049)	       (163)        (11,688)
   Imputed interest expenses               (238,775)			    (93,757)
                                        -----------     -----------	-----------     -----------
Total Other Expenses                       (260,440)        (24,072)	    (93,345)         (8,696)
                                        -----------     -----------	-----------     -----------
LOSS
BEFORE MINORITY INTEREST                 (1,488,088)       (135,943)	   (313,294)        (42,834)
   Minority interests                        42,226	     14,650
                                        -----------     -----------	-----------     -----------
NET LOSS                                 (1,445,862)       (135,943)	   (298,644)        (42,834)
                                        -----------     -----------	-----------     -----------
OTHER COMPREHENSIVE INCOME                1,051,148			     95,499               -
                                        -----------     -----------	-----------     -----------
COMPREHENSIVE LOSS                         (394,714)       (135,943)	   (203,143)        (42,834)
NET LOSS PER SHARE
   Basic                                   (0.05463)       (0.00561)	    (0.0113)       (0.00177)
   Diluted                                 (0.00228)	    (0.0005)
Weighted average number of shares
outstanding
   during the period - basic             26,466,904      24,216,058	 26,466,904      24,216,058
   during the period - diluted          635,466,904	635,466,904



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


</TABLE>

2


<TABLE>
<CAPTION>
<S>		<C>		<C>


NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                                                                        Nine nmonths ended Sept 30,
                                                                           2008		   2007
                                                                        ----------      ----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss								(1,445,862)       (135,943)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
   Loss on disposal of discontinued operations
                                                                        ----------      ----------
   Stock issued for services                                                90,000
   Depreciation								    27,749           1,169
                                                                        ----------      ----------
   Amortization of land use rights					   300,725
                                                                        ----------      ----------
   Imputed interest expenses						   238,775
   Changes in operating assets and liabilities (Increase) decrease in:				 -
   Other current assets and prepayments                              	  (323,098)	    (8,977)
   Other payables and accrued expense					  (167,238)         32,457
                                                                        ----------      ----------
Net cash (used in) provided by operating activities              	(1,278,949)	  (111,294)
                                                                        ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Repayment of note receivable						   133,000
   Purchase of furniture and equipment					    (8,044)
   Due from related parties						  (636,621)
                                                                        ----------      ----------
Net cash provided by (used in) investing activities                 	  (511,664)		 -
                                                                        ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Due to stockholders							   736,347
   Due to related parties						 1,498,317
   Repayment of note payables						   		   112,500
                                                                        ----------      ----------
Net cash provided by financing activities                                2,234,664	   112,500
                                                                        ----------      ----------
EFFECT OF EXCHANGE RATES ON CASH					  (804,772)
NET DECREASE IN CASH AND CASH EQUIVALENTS				  (360,721)    	     1,206
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                       	   479,241	       784
CASH AND CASH EQUIVALENTS AT END OF PERIOD				   118,520     	     1,990
									==========	==========

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

</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

On February 15, 2008, the Company issued 4,500,000 shares of  restricted common
stock in exchange for 3,800,000 shares of common stock which were issued before
the reverse merger.

No addition  or  disposal  of Land-use value for the nine months ended Sept 30,
2008, which means  the balances are both RMB130,860,100 at the end of December,
2007   and   Sept,  2008.   The   increase   of   USD  1,301,007   (19,192,614-
17,891,607=1,301,007)  represents  the   exchange   gain   during   the   three
quarters.   The  goodwill  of  RMB 22,787,401 represents the difference between
investment of  the Dongfang Mining   booked   by  Changjiang  and the equity of
Dongfang Mining. The Balance is the same for the  end  of   December   2007 and
Sept
chmetcnvTCSC0NumberType1NegativeFalseHasSpaceFalseSourceValue13UnitNamea2008 in
RMB.  And  the   increase   of USD226,550 (3,342,094-3,115,544=226,550) was the
Exchange gain during  the  three quarters.


        3


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF Sept 30, 2008
                                  (UNAUDITED)

NOTE 1   BASIS OF PRESENTATION

The  accompanying  unaudited  condensed  consolidated financial statements have
been prepared in  accordance  with  accounting  principles  generally  accepted
in                                                                          the
chmetcnvTCSC0NumberType1NegativeFalseHasSpaceFalseSourceValue13UnitNameaUnited
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.

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 at  Sept  30, 2008, the results of operations  for  the nine
months ended Sept 30, 2008 and  2007   and   cash  flows  for  the  nine months
ended  Sept 30, 2008 and 2007. The results for  the  nine months ended Sept 30,
2008  are not necessarily indicative of the results to   be  expected  for  the
entire fiscal year ending December 31, 2008.

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


NOTE 2   ORGANIZATION

North   American  Gaming  and Entertainment Corporation  ("North  American") wa
incorporated  under  the      laws      of      the      State      of Delaware
in  1969.  North  American  has had no operations or significant  assets  since
incorporation  to the year ended December 31, 2006.

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    Shi   You    Neng    Yuan    Fa    Zhan    Company    Limited
("Chang Jiang") (formerly Weinan Industrial and Commercial 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.

        4

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 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
placeChang  Jiang  were  accounted   for as a reorganization of entities  under
common control.

On May 30, 2007, amended  to  July  5,  2007,  North  American  entered  into a
Material  Definitive  Agreement,  pursuant  to  which the shareholders of Chang
Jiang  exchanged all their shares in Chang Jiang  for 500,000  shares of series
C convertible  preferred  stock  ("series C shares") in  North  American  which
carries the right of 1,218 votes per share and  is convertible  to  609,000,000
(pre a one for ten reverse split) common shares.  North American will  effect a
one  for  ten  reverse   stock  split  after  the closing  of  this transaction
and   upon  obtaining regulatory  approval  and approval  of the North American
shareholders   and the holders will not  convert  its  series   C   convertible
preferred stock until after  the   completion of the reverse stock split.    In
connection with  the  exchange, Chang  Jiang   will   also   deliver   $370,000
to  North  American and certain non-affiliates of North American will  transfer
to  North American or its designee a total of 3,800,000 shares of common stock,
par value  of  $0.01  per  share, of North American which  had  been  held  for
longer  than 2 years by such non-affiliates, in exchange for  the  issuance  by
North American to each of such non-affiliates of  2,250,000  shares  of  common
stock of North  American.  Issued  and outstanding  share of series C preferred
stock shall automatically be converted into that number  of fully paid and non-
assessable shares of common stock based  upon  the  conversion  rate  upon  the
filing  by  the  Company  of  an amendment to its Certificate of Incorporation,
increasing  the  number  of authorized shares of common   stock  to 800,000,000
shares,  changing the  Company's name to China Changjiang Mining and New Energy
Company  Limited  and  implementing  a  one  for  ten  reverse stock split. The
transaction was closed on February 4, 2008 and Wah Bon becomes a  wholly  owned
subsidiary of North American.

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.

            North American, Wah bon,  Tai Ping Yang, Chang  Jiang  and Dongfang
Mining are hereafter referred to as (the "Company").


NOTE 3    PRINCIPLES OF CONSOLIDATION

The accompanying  unaudited  condensed consolidated financial statements as  of
Sept 30, 2008  and  2007  include the unaudited financial  statements of  North
American, 100% owned  subsidiary Wah Bon, 100% owned subsidiary Tai  Ping Yang,
97.2% owned subsidiary Chang Jiang   and   58.32%   owned  subsidiary  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.

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

        5

NOTE 4    COMMITMENTS AND CONTINGENCIES

Commitments

The  Company  leases  office   space  from  a  third  party under  an operating
lease  which  expired  on  May  31, 2008  at a monthly rental of $3,484. No new
leasing  agreement  has been signed and the Company continues to pay the rental
month by month.

NOTE 5    STOCKHOLDERS' EQUITY

On February 15, 2008, the Company issued 4,500,000 shares  of restricted common
stock at a fair value of $90,000 for consultancy services.

On  February 15, 2008, the Company also issued 4,500,000 shares  of  restricted
common stock in exchange for 3,800,000 of common stock which were issued before
the reverse merger.


NOTE 6    RELATED PARTY TRANSACTIONS

The related companies  owed the Company $1,177,585  as  of  Sept  30,  2008 for
advances made on an unsecured basis, repayable on demand and  interest free.

The    Company    owed    $2,407,789    to    two    former   stockholders   of
Chang Jiang and $1,362,924 to  zhang hongjun as of Sept 30,2008, an increase of
$462,949  from   June 30, 2008, for  advances   made   to   the  Company on  an
unsecured  basis,  repayable on demand and interest free. Imputed  interest  is
charged at  7% per  annum on the amounts due.

The Company owed  $1,882,410 to five related companies as of Sept 30, 2008  for
advances made to the Company on an unsecured  basis,  repayable  on  demand and
interest  free.  Imputed  interest  is  charged  at 7% per annum on the amounts
due.

Total imputed interest  recorded  as additional  paid-in  capital  amounted  to
$238,775 for  the  nine  months  ended  Sept 30, 2008.

NOTE 7   SEGMENTS REPORTING

The Company operates  in only one reportable segment; mining. Though  the  land
use right  accounts  for  most  of the assets owned by the company, the company
has targeted  mining now and new  energy  in  the  near  future.  All  of  the
Company's long-lived assets and customers are located in the PRC.  Accordingly,
no geographic information is presented.

NOTE 8   CONCENTRATIONS AND RISKS

During  the  nine  months  ended  Sept 30, 2008 and 2007, 100% of the Company's
businesses and assets were located in the PRC.

        6

NOTE 9    RECENT ACCOUNTING PRONOUNCEMENTS


In December 2007, the Financial Accounting Standards Board (FASB)  issued  SFAS
No.  160,  "Noncontrolling  Interests in Consolidated Financial Statements - an
amendment   of  ARB  No.  51".   This   statement   improves   the   relevance,
comparability,  and  transparency of the financial information that a reporting
entity  provides  in its  consolidated  financial  statements  by  establishing
accounting and reporting  standards  that  require;  the ownership interests in
subsidiaries  held  by  parties  other  than  the  parent  and  the  amount  of
consolidated  net  income attributable to the parent and to the  noncontrolling
interest be clearly  identified  and  presented on the face of the consolidated
statement of income, changes in a parent's  ownership interest while the parent
retains its controlling financial interest in  its  subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any  retained noncontrolling
equity investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify  and  distinguish
between  the  interests  of  the parent and the interests of the noncontrolling
owners.   SFAS  No.  160  affects  those  entities  that  have  an  outstanding
noncontrolling interest in  one  or  more  subsidiaries or that deconsolidate a
subsidiary.  SFAS No. 160 is effective for fiscal  years,  and  interim periods
within  those  fiscal  years,  beginning  on or after December 15, 2008.  Early
adoption is prohibited. The adoption of this  statement did not have a material
effect on the Company's financial statements.

In  March  2008,  the FASB issued SFAS No. 161, "Disclosures  about  Derivative
Instruments and Hedging  Activities,  an  amendment  of FASB Statement No. 133"
(SFAS  161).  This statement is intended to improve transparency  in  financial
reporting  by  requiring   enhanced   disclosures  of  an  entity's  derivative
instruments and hedging activities and  their effects on the entity's financial
position,  financial performance, and cash  flows.  SFAS  161  applies  to  all
derivative instruments within the scope of SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133) as well as related hedged items,
bifurcated derivatives,  and  nonderivative instruments that are designated and
qualify as hedging instruments.  Entities  with instruments subject to SFAS 161
must  provide  more robust qualitative disclosures  and  expanded  quantitative
disclosures. SFAS  161  is  effective  prospectively  for  financial statements
issued for fiscal years and interim periods beginning after  November 15, 2008,
with  early application permitted.  We  are currently evaluating the disclosure
implications of this statement.

NOTE 10  GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
has an accumulated deficit during the exploration stage of $13,240,664 at  Sept
30, 2008 which includes a net loss of $298,644 for the three months ended  Sept
30,  2008.  The Company's current  liabilities   exceed   its current assets by
$6,960,158.  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.

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.  The Company  is also actively pursuing additional
funding and potential merger or acquisition  candidates and strategic partners,
which would enhance stockholders' investment.   Management  believes  that  the
above  actions  will  allow the Company to continue operations through the next
fiscal year.

NOTE 11  THE INVESTMENT

In order to carry out the Corporate  Strategy  of developing the Petroleuem and
New  Energy, the Company invested RMB 2,000,000($293,328)  to  establish  a new
company   named  Shanxi  Changjiang  Petroleum  and  New  Energy  Co.,  Ltd  in
September,  2008, with  Shanxi Changfa Industry Stock Co.,Ltd  (the "Changfa"),
The registered  capital  totals    RMB  10,000,000(USD  293,328),  in which the
Company   owns  20%.,and   Changfa  the  other  80%   share.  The  Company  has
significant  influence  on  the  new  Company as it assigned finance and  Other
directors in the new Company,and has recorded  the investment under the  equity
method. The new Company had no income for  the  nine months ended September 30,
2008  and as the expense was not material, no adjustment has been made .

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 8-K.

        8


                                   OVERVIEW
We are an exploration stage mining company and  we  have  had  no revenues  and
donot   expect   revenues   until  we begin the process of extracting  minerals
which will not start until the  end  of  2008, 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.  Thereafter 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"). Wah Bon owns  100% of
Tai   Ping  Yang.   Tai  Ping  Yang  owns   97.2%   of  Chang Jiang;  and Chang
Jiang owns  60%  of  Dongfang. The  minority  interests  represent the minority
shareholders' 2.8%  and  41.68%     share     of    the    results    of  Chang
Jiang  and  Dongfang  Mining respectively.


We  eplaced our Board  of  Directors  and  officers.  A  filing on Form 14F was
filed with  the Securities  &  Exchange   Commission   on   December  7,  2007.
The new directors  are all located in China, and the  officers of Dongfang  are
familiar with the mining industry in China.  All of our assets are in China.


Our subsidiary, Chang Jiang, had acquired a 60% interest in Dongfang Mining  in
two separate transactions.    On  February  5, 2007  we acquired 40% of the net
assets   of Dongfang  Mining.The   acquisition   of 40% of Dongfang  Mining was
accounted for   as   a   purchase   under SFAS No.  141, Business Combinations.
Accordingly, the 40% of operating results of Dongfang Mining have been included
in the consolidated statements of operation and comprehensive  losses after the
effective date of the acquisition of February 5, 2007.



   The  preliminary  allocation  of  40%  of the net assets of Dongfang  Mining
   acquired is as follows:

Cash and cash equivalents                               $   227,233
Other receivables and prepaid expenses                       46,309
                                                        -----------
Total current assets                                        273,542

Fixed assets, net                                             7,432
                                                        -----------
Total assets                                                280,974
Less: Accounts payable and accrued liabilities               (3,223)
            Due to a stockholder                           (273,444)
                                                        -----------
Net assets acquired                                           4,307
Minority interest                                            (1,723)
Additional paid in capital                                     (861)
Less: Consideration for acquisition                      (3,117,267)
                                                        -----------
Goodwill                                                $(3,115,544)
                                                        -----------


Analysis  of  the  net outflow of cash and  cash equivalents in respect of the
business combination is as follows:


Total cash consideration                        $        3,117,267
Less: cash consideration payable                        (1,872,131)
                                                ------------------
Cash consideration paid                                  1,245,136
Less: cash and cash equivalents acquired                  (227,233)
                                                ------------------
Net cash outflow                                $        1,017,903
                                                ------------------


The acquisition of 40% of Dongfang Mining  was accounted   for  as  a  purchase
under SFAS No. 141, Business Combinations. Accordingly, the  40%  of  operating
results of Dongfang Mining have been included in the  consolidated  statements
of  operation  and  comprehensive  income  after  the  effective  date  of  the
acquisition of February 5, 2007.

        9

The  following  table reflects the unaudited  pro  forma combined   results  of
operations for the  year  ended  December  31,  2007  and  2006, assuming   the
acquisition had occurred at the beginning of 2007 and 2006.


                                    2007            2006
                                -----------     -----------
Revenues                        $         -     $         -
                                ===========     ===========
Net loss                        $(9,247,007)    $(1,676,333)
                                ===========     ===========
Net loss per share - basic      $         -     $         -
                                ===========     ===========
Net loss per share - diluted    $     (0.02)    $         -
                                ===========     ===========

In   accordance  with  SFAS   No.  142 "Goodwill and other intangible  assets",
goodwill  is  not  amortized  but  is  tested   for   impairment.  The  Company
performed an assessment on goodwill  arising from the acquisition  of  Dongfang
Mining and concluded  there  was  no impairment to the carrying  value  of  the
goodwill in this reporting period.

On March 22, 2007, the Company entered  into  an  agreement  with  a  principal
stockholder  of  the  Company  to  exchange  the  Company's  92.93% interest in
chmetcnvTCSC0NumberType1NegativeFalseHasSpaceFalseSourceValue13UnitNameaShaanxi
Wetland Park Company Limited ("Huanghe") for  20%  equity  interest in Dongfang
Mining owned by the stockholder.  The  acquisition of 20%  of  Dongfang  Mining
from  the related party was accounted for as a  purchase  under common control.
As a result of   these   transactions   we   recorded   goodwill  of $3,115,544
in  the balance sheet of the Company.


The operations of Huanghe have been reclassified as discontinued  operations in
the  accompanying  consolidated  statements  of  operations for the year  ended
December 31, 2006 and are summarized as follows:




Operating expenses                      $        (282,728)

Loss from operations                    $        (291,885)

Net loss                                $        (291,885)



The detailed information on the loss on disposal of Huanghe is as follows:

Cash and cash equivalents                               $   1,406,430
Other current assets                                           31,687
Fixed assets, net                                             349,024
Land use rights                                             8,987,826
                                                        -------------
Total assets                                               10,774,967
Less: Accounts payable and accrued liabilities               (205,800)
            Due to related parties                         (1,618,037)
            Due to a stockholder                               (4,726)
            Minority interests                               (918,343)
                                                        -------------
Book value of net assets disposed                           8,028,061
20% of book value of net assets of Dongfang
Mining exchanged
                                                                 (827)
                                                        -------------
Loss on disposal of Huanghe                             $   8,027,234
                                                        =============
Net cash outflow on disposal of subsidiary

Proceed from disposal                                   $           -
Cash and cash equivalent disposed                          (1,406,430)
                                                        -------------
Net cash outflow                                        $  (1,406,430)
                                                        =============

        10

We have land use rights for a 67.82 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 construct  a theme park business  on the parcel but
have  delayed  those  plans  while  we  direct  our  resources  on  the  mining
opportunities. Therefore  most  of our assets are recorded  in  the  theme park
segment  of financial  statements  although  this  is  no  longer  the  primary
focus of the Company.

The following is a summary of land use rights at Sept 30, 2008:


Cost                                    $     19,192,614
Less: accumulated amortization                (1,539,514)
                                        ----------------
Land use rights, net                    $     17,653,100
                                        ================


The  land use rights are amortized over fifty years of the term of  leases. The
amortization  expense  for  the three months ended Sept 30, 2008  and 2007  was
$102,315 and zero 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.


                              PLAN OF OPERATIONS


Our  efforts over the next nine 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  the  gold
mining  license before the end  of  2008  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 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 nine(9) months or until the
Company begins to generate  revenues,  whichever  first occurs.  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
nine(9) months.

Our  plan  over the next nine months  is:    1.   to  obtain  the  gold  mining
license  at  the  end  of 2008 and then  to  obtain the  lead  &  zinc   mining
license; 2. to   finish  reconnaissance  and   evaluation and begin prospecting
the  known  ore bodies and controlling the trench    exploration.  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 Specific implementation  methods
which 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;

   -  Continue construction.

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.

        11

LIQUIDITY AND CAPITAL RESOURCES

General:  Until  August 20, 2001, the Company was engaged in the  video  gaming
business through its  partial  ownership  of  three operating companies.  These
companies operated video poker machines located in truck   stops  in Louisiana.
Effective August 20, 2001, the Company sold its interests in  these  companies.
From  that  time until 2008 the Company was engaged in searching for a suitable
candidate for  acquisition.  On  February  4, 2008 the Company acquired Wah Bon
Hongkong and its subsidiaries that are primarily engaged in the mining industry
in the People's Republic  of China.

General  Condition.   The  Company  ended  the  quarter   with  cash  and  cash
equivalents  $118,520,  $855,682  in  other  current assets and prepayments and
$1,177,585  due  from  related companies.  There were $245,416 in furniture and
equipment (net). The Company  had  $17,653,100  at the  end of the  quarter  in
land use  rights which represents the unamortized portion  of  the   land   use
grant.  Total   assets  at  the  end  of  the  quarter  were $23,685,725. Total
assets improved approximately $1,887,969 from $21,797,756 at  December 31, 2007
to   $23,685,725  at  Sept  30, 2008.  This  increase  is largely  due  to  the
$462,949  borrowed  from   Zhang hongjun, the actual controller of the Company.
The Company liquidated  the  accrued interest receivable and note receivable in
conjunction with the closing  of the acquisition. The Company had accrued notes
payable to its prior CEO, Mr.  E.   H.   Hawes,  II  that  were liquidated   at
closing pursuant    to    an    Assignment,    Bill    of Sale and   Assumption
Agreement between the Company and Mr. Hawes (the "Assignment  Agreement").  The
Company   had  previously  assigned  a  Note Receivable  from Daylighting, Inc.
to  Mr. Hawes in consideration of  certain   advances  made by Mr. Hawes. Under
the Assignment  Agreement   and related documents Mr. Hawes released  the notes
payable to him from the Company  in   exchange   for   the assignment    of the
Daylighting,  Inc. note  payable  and  $170,000  in  cash  paid  at closing for
consulting services up to the date of the closing. Mr. Hawes further  agreed to
liquidate  payables  of  the  Company as of the closing date.

Total  current liabilities were $ 9,111,945  at  Sept  30, 2008   and   consist
of  note   payable  of  $573,146,  other  payable   of   $1,907,323,   due   to
stockholders  of   $2,594,564,   due   to  related companies of $4,009,209, and
preferred  stock debenture of $12,700 and   preferred  stock  dividends payable
of    $15,003.    The   Company's    current   liabilities    increased    from
approximately  $7,044,519  at December  31, 2007 to $9,111,945 at quarter ended
Sept 30, 2008.  This  increase was  due   primarily   to  additional borrowings
from  stockholders  and  related parties.

As  part  of  the  closing  the  Company issued  500,000  shares  of  Series  C
convertible preferred stock ($0.001  par value) and 9,000,000 pre-reverse split
shares of common stock.  Each  share  of  preferred  stock is permitted  votes
equal  to  1,218  shares  of  common stock and each share will be automatically
converted to common stock at a  ratio  of 1,218 shares of common stock for each
share of preferred stock. As of closing  the  Board  also  approved  a 10 for 1
reverse stock split of the issued and outstanding shares of  Common Stock to be
consummated subsequent to the closing so as to effectively lower the  number of
issued and outstanding shares of Common Stock prior to closing  to no more than
2,421,606   shares  of  common  stock  issued  and  outstanding.   A definitive
Information  Statement pursuant to 14C  of  the  Securities Act was filed  with
the Securities & Exchange Commission on May 6,    2008.  Mr.  Charles  Barkley,
the  lawyer   Of  NAGM   in America,  is now dealing with the above  issues  of
conversion of preferred stock and the 10  for 1 reverse stock split.  According
to the plan, both of the issues will be completed at the end of 2008.

CASH  FLOWS FROM OPERATING ACTIVITIES. Net cash used in operating activities of
$1,278,949   for  the  nine-month  period  ended  Sept 30,  2008 was  primarily
attributable  to a net loss of $1,445,862 the adjustments to reconcile  the net
loss to net cash,  including  depreciation  expense  of  $27,749,  amortization
expense of $300,725, imputed interest expense  of $238,775, payables and  other
liabilities were $167,238.

CASH FLOWS FROM INVESTING ACTIVITIES. Net cash provided by investing activities
of   $511,664   for   the   nine-month   period   ended  Sept  30,   2008   was
primarily attributable to due from related parties of $ 636,621.

CASH  FLOWS FROM FINANCING ACTIVITIES. Net cash of  $2,234,664 was  provided by
financing activities  in the nine-month period ended Sept 30, 2008 was  largely
attributable  to  an  increase  in  the amount due to stockholders  to $736,347
and amounts due to related parties of $1,498,317.

FINANCING. We are an exploration stage  company  and  have  not  generated  any
revenues  as  of  Sept 30, 2008 with $118,520 of cash and  cash  equivalents on
our balance sheet. Given our current cash  usage  rate, it is likely  that  our
available  cash  on  hand will be insufficient to sustain our operations beyond
December 2008 unless we obtain the  permit for extraction and excavation of the
minerals in our land use right area.

        12

We have financed the Company from loans and advances from  stockholders and our
Board of Directors has indicated that they will continue to  fund  the  Company
during  its  exploration  stage.  We  have no assurance that these persons will
agree  to do so or be financially able to  do  so  when  the  need  arises.  We
nonetheless believe that  our  pro-forma working capital on hand as of the date
of  this report, along with further  reductions  in  operating  expenses,  will
provide us with the capital we need through year end 2008.

We continue to  expect the approval of the license to permit excavation in 2008
and the commencement  of  revenue  generation,  although we have not assurances
that this will occur. As part of the Company's contingency planning efforts, we
are continuing to explore financing alternatives to maximize shareholder value,
such as raising capital through private or public  offerings  during  2008.  We
have   yet  to obtain  any  commitments  or formaliz any plans to address these
contingencies and there is no assurance  that the Company will be successful in
these endeavors if we do so.

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

EXTERNAL SOURCES OF LIQUIDITY.  We will actively pursue all potential financing
options  as  we  look to secure additional  funds  to  stabilize  our  business
operations. 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
2008, except that rising oil and gas prices may materially and adversely impact
the economy generally.

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

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

RESULTS OF OPERATIONS

Comparison   of   the   nine   months  ended  Sept 30, 2008, to the nine months
ended Sept 30, 2007.

Operating Expense

The Company recorded  an  operating  loss  of  $1,488,088  compared  to  a loss
of $135,943   at  Sept   30,  2007.  The  loss  was  comprised  of  general and
administrative costs of $226,292  during   the   nine  months  ended  Sept  30,
2008,  compared   to   an   operating   loss  of  $135,943  also  comprised  of
general  and administrative costs of $111,871 for the  nine   months ended Sept
30,   2007.  Legal  and  professional fees increased to $672,882 for  the  nine
months  ended  Sept 30, 2008,  which  was the costs of the reverse  acquisition
of   Wah  Bon  Hongkong  and the various counsel  and  consultants  in  the  U.
S.,  China  and  Hong  Kong. Depreciation    increased    to   $9,479  for  the
quarter   ended   Sept   30, 2008 as compared to  zero for the  quarter   ended
Sept  30,  2007.  Land  use  rights  amortization increased to $102,315 for the
quarter ended Sept 30. The operating loss   Increase   was  largely  associated
with  the  expenses  of  the  reverse acquisition  and  Closing  that  occurred
on   February   4,  2008.  This largely accounts for the loss  From  continuing
operations  from  $135,943   for   the   nine months  ended  Sept  30, 2007  to
$1,488,088 for the nine months ended Sept 30, 2008.


Other Expenses

Other  expenses  increased from $24,072 for  the  nine  months  ended Sept  30,
2007  to   $260,440  for the nine months ended Sept  30,  2008.   The   Company
incurred interest  expense  of  $23,004  for  the  nine months ended  Sept  30,
2008, compared to $33,049 for  the  nine  months  ended  Sept 30, 2007. Imputed
interest expense also  increased from none for  the  nine   months  ended  Sept
30,2007 to  $238,775 for the nine months ended Sept 30, 2008. The increase   in
interest   expense   is due to additional borrowings from related and unrelated
parties.

        13

Interest Income

The Company recorded interest  income  of  $1,339  for  the nine  months  ended
Sept 30, 2008, related to interest income on the convertible secured promissory
note with U.S. Daylighting, L.L.C., which note and interest  were  assigned  to
the Company's former CEO, Mr. E. H. Hawes, II, at closing.

Discontinued Operations

In September, 2007 the Company disposed of a subsidiary which occasioned a loss
from discontinued operations of $7,867,999.  There  was   no  such loss for the
nine months ended Sept 30, 2008.

Net Loss
The net loss for the nine months ended Sept 30, 2008 was $1,445,862 as compared
to  a  net  loss  of  $135,943  for  the  nine  months  ended   Sept  30, 2007.
The  increase of loss mainly came from the $672,882 of legal  and  professional
fee incurred during the past three quarters of 2008.

Other Comprehensive Income

The  Company   experienced    an   improvement    in   the   foreign   exchange
translation gains  from none for  the nine  months   ended  Sept  30,  2007  to
$1,051,148  for the nine months ended Sept 30, 2008. We  translated  the Report
in RMB  to that  in USD by exchange rate of Sept,30,i.e. 6.8183 for B/S  except
the  capital items, by average  exchange rate of Quarter 2,i.e. 6.8396 for  P/L
items.  The  exchange  rate for  the  capital  and  reserve  items  is  that of
the day when the capital and reserve occurred.  And the loss for current period
in B/S directly came from the P/L  in  USD. As a result, the  difference  after
the  translation  in  B/S  was  concluded as foreign exchange translation Gains
in B/S.

Comprehensive Loss

The  comprehensive loss for the  nine   months   ended   Sept  30,   2007   was
$135,943  as  compared   to   a  comprehensive  loss  of $ 394,714 for the nine
months  ended Sept 30, 2008.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.


CONTROLS AND PROCEDURES

Quarterly Evaluation of Controls

As of the end of the period covered by this quarterly report on Form 10-QSB, 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
ending September 30 ,  2008, Chen  Weidong  ("CEO")  and by our Chief Financial
Officer for the quarter ending  September 30 ,  2008.   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.

We        will        engage        a        CPA        firm       in       the
United   States    to   review    our   internal   controls   and    to    make
recommendations to the Board of  Directors as to changes in policy or procedure
that may be needed to maintain effect internal controls. We will undertake this
engagement to  consolidate  the  policies  and procedures of the Company during
its period as a  "shell" as defined by  Section  12b  (2) of the Securities Act
of  1934 with the policies  and procedures employed  by  the  Company  in   its
operations    conducted    in    the   People's   Republic  of  China, as  well
as changes that may be advisable in light  of  the Company's recent acquisition
of Wah Bon Hongkong and its subsidiaries. We expect the  report to  be complete
by the end 2008.

CEO and CFO Certifications

Attached to  this  quarterly  report,  as  Exhibits  31.1 and 31.2, 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.

        14

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-QSB and annual
reports  on  Form  10-KSB.  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  to  as "reportable conditions". 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 particularly
serious reportable condition where the internal  control  does not reduce, to a
relatively low level, the risk that misstatement cause by error  or  fraud  may
occur in amounts that would be material in relation to the financial statements
and  not be detected within a timely period by employee in the normal course of
performing their assigned functions. 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.


        15

Conclusions

Based upon  the Evaluation, 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
inconformity  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-QSB,  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.

              NORTH AMERICAN GAMING ANDENTERTAINMENT CORPORATION


October 31, 2008

/s/ Chen Weidong, President

------------------------------
Chen Weidong,
President and Chief Executive Officer
(Principal Executive Officer and Principal Financial and
Accounting Officer)

        16

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