Form 10-Q

NORTH AMERICAN GAMING & ENTERTAINMENT CORP - NAGM

Filed: May 15, 2009 (period: March 31, 2009)

Quarterly report which provides a continuing view of a company's
financial position





		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 March 31, 2009

[ ] 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)


                 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:  March 31,  2009:
24,216,058

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       14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      20
ITEM 4T.CONTROLS AND PROCEDURES                                         21


PART II

Items 1 through 5 not applicable.
ITEM 6. EXHIBITS                                                        23

SIGNATURES                                                              24

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

                                                                 March 31,      December 31,
                                                                   2009            2008
        ASSETS                                                  unaudited         audited
                                                                ----------      -----------

CURRENT ASSETS
   Cash and cash equivalents                                        60,231           23,961
   Other current asset and prepayment                              270,345          229,560
                                                                ----------      -----------
TOTAL CURRENT ASSETS                                               330,576          253,521
                                                                ----------      -----------
FURNITURE AND EQUIPMENT, NET                                       228,027          235,800
                                                                ----------      -----------
LONG TERM INVESTMENT                                               292,573          292,629
                                                                ----------      -----------
LAND USE RIGHT                                                  17,402,909       17,508,609
                                                                ----------      -----------
GOODWILL                                                         3,333,490        3,334,124
                                                                ----------      -----------
LONG TERM RECEIVABLE                                             1,765,595        1,754,586
                                                                ----------      -----------
TOTAL ASSETS                                                    23,353,170       23,379,269
                                                                ==========      ===========

        LIABILITIES AND EQUITY

CURRENT LIABILITIES
   Other payable and accrual expense                             2,019,867        2,124,049
   Notes payable                                                   434,137          434,137
   Due to stockholder                                            2,401,590        2,396,560
   Due to related company                                        3,672,754        3,446,160
                                                                ----------      -----------
TOTAL CURRENT LIABILITIES                                        8,528,348        8,400,906
                                                                ----------      -----------
MINORITY INTEREST                                                  553,890          562,938
                                                                ----------      -----------
STOCKHOLDERS' EQUITY
Series C convertible preferred stock ($0.01 par value)
     10,000,000 shares authorized, 500,000 shares issued      	     5,000            5,000
     and outstanding as of March 31, 2009
Common stock($0.01 par value, 200,000,000 shares
authorized, 24,216,058 shares issued and
     outstanding as of March 31, 2009                        	   417,886          417,886

Additional paid-in capital                                   	24,291,462       24,208,127
   Treasury stock, 17,572,494 shares, at cost                     (489,258)        (489,258)
   Accumulated deficits during the exploration stage           (13,507,166)     (13,262,228)
   Accumulated other comprehensive income                     	 3,553,008        3,535,898
                                                                ----------      -----------
TOTAL EQUITY                                                    14,270,932       14,415,425
                                                                ----------      -----------
LIABILITIES AND STOCKHOLDERS' EQUITY                         	23,353,170       23,379,269
                                                                ==========      ===========



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



<PAGE>	1

</TABLE>


<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)



                                                Three months ended March 31,   	 Accumulated
                                                    2009            2008
                                           	------------     -----------     -----------

OPERATING EXPENSES
   General and administrative expenses   	      31,306          78,771         641,165
   Legal and professional fees              	      11,007         645,727         460,231
   Depreciation                               	       9,464           8,918          74,955
   Amortization of land use rights        	     102,379          97,523         865,803
                                           	------------     -----------     -----------

Total Operating Expenses                  	     154,156         830,939       2,042,154
                                           	------------     -----------     -----------

LOSS FROM OPERATIONS                       	    (154,156)       (830,939)     (2,042,154)
                                           	------------     -----------     -----------

OTHER INCOME (EXPENSES)
   Interest income                               	  27             434           4,948
   Interest expense                               	   -         (11,421)         (1,357)
   Imputed interest expense              	    (100,220)        (57,797)       (697,508)
   Other expense                                 	(271)              -         (33,421)
                                           	------------     -----------     -----------

Total Other Expenses                       	    (100,464)        (68,784)       (727,338)
                                           	------------     -----------     -----------

LOSS BEFORE MINORITY INTEREST            	    (254,620)       (899,723)     (2,769,492)

MINORITY INTEREST                          	       9,682          16,728         124,890
   Loss on disposal of subsidiary             		   -               -      (8,027,234)
                                           	------------     -----------     -----------

NET LOSS                                     	    (244,938)       (882,995)    (10,671,836)
                                           	------------     -----------     -----------

OTHER COMPREHENSIVE INCOME                 	      17,110         610,858       2,252,692
                                           	------------     -----------     -----------

COMPREHENSIVE LOSS                         	    (227,828)       (272,137)     (8,419,144)
NET LOSS PER SHARE
   Basic                                      	    (0.01011)          (0.04)       (0.44069)
   Diluted                                          	   -               -
Weighted average number of shares
outstanding
   during the period - basic             	  24,216,058      19,717,750      24,216,058
   during the period - diluted          	 633,216,058     628,717,750




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

</TABLE>

<PAGE>	2



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


NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
AND SUBSIDIARIES (An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHES ENDED MARCH 31, 2009


                          Treasury stock                    Series C
                                                           Convertible
                                                         Preferred Stock                       Common Stock
                        Share         Amount          Shares          Amount               Shares         Amount
                       	----------    ---------       -------         ------               ----------     --------
Balance at
January 1, 2008      	17,572,494    $(489,258)    	    -         $    -               24,216,058  	  $417,886

Imputed interest
expenses on due
to stockholders and
related companies                             -       		      $	   -                        -     $	 -

Stock issued in
recapitalization                                      500,000  	      $5,000                        -            -

Foreign currency
translation gain                              -             -         $    -               	    -     $	 -
Comprehensive income
                       	----------    ---------       -------         ------               ----------     --------
Balance at
December 31, 2008       17,572,494     (489,258)      500,000         $5,000               24,216,058     $417,886

Contribution by
stockholders                                  -             -         $                             -     $	 -

Stock issued in
recapitalization                                                                               	    -     $	 -

Imputed interest
expenses on due
to stockholders and
related companies                             -             -         $                             -     $	 -
Comprehensive income
                       	----------    ---------       -------         ------               ----------     --------
Balance at
March 31, 2009          17,572,494     (489,258)      500,000         $5,000               24,216,058     $417,886
                        ==========    =========       =======         ======           	   ==========     ========



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

</TABLE>

<PAGE>	3



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


NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
AND SUBSIDIARIES (An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHES ENDED MARCH 31, 2009
(CONTINUED)


                                                                        Accumulated
                                        Additional                      other
                                        paid-in         Accumulated     comprehensive
                                        capital         deficits        income                  Total
                                        -----------     ------------    -------------           -----------
Balance at January 1, 2008         	$23,528,678     $(11,794,802)   $   2,470,986           $14,133,490

Contribution by stockholders        	    325,498                -                -               325,498

Stock issued in recapitalization       		  -                -                -                 5,000

Imputed interest expenses on
due to stockholders and
related companies                      	    353,951                -                -               353,951


Foreign currency translation gain       	  -                -        1,064,912             1,064,912

Net loss for the year                                     (1,467,426)                            (1,467,426)
                                        -----------     ------------    -------------           -----------
Balance at December 31, 2008        	 24,208,127      (13,262,228)       3,535,898            14,415,425

Contribution by stockholders              	  -                -                -                     -

Stock issued in recapitalization                                                                      	  -

Imputed interest expenses on
due to stockholders and
related companies                            83,335                                                  83,335

Net loss for the year                                       (244,938)                              (244,938)

Foreign currency translation gain                 -                -           17,110                17,110


                                        -----------     ------------    -------------           -----------
Balance at March 31, 2009         	$24,291,462     $(13,507,166)   $   3,553,008         	$14,270,932
                                        ===========     ============    =============         	===========



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

</TABLE>

<PAGE>	4

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

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

                                                                        Three months ended March 31,     Accumulated
                                                                           2009            2008
                                                                        ----------      ----------       -----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                  (244,938)       (882,995)      (10,671,836)

Adjustments to reconcile net loss to net cash used in
 operating activities:
   Loss on disposal of discontinued operations                                                             8,027,234
   Stock issued for services                                                                90,000                 -
   Depreciation                                                              9,464           8,918            74,955
   Amortization of land use rights                                     	   102,379          97,523           865,803
   Imputed interest expenses                                               100,220          57,797           697,508
   Minority interest                                                        (9,682)        (16,728)         (124,890)
Changes in operating assets and liabilities
(Increase) decrease in:
   Other current assets and prepayments                               	   (40,833)         (2,893)            8,093
   Other payables and accrued expense                                 	  (103,770)       (141,260)          105,233
                                                                        ----------      ----------       -----------
Net cash (used in) operating activities               			  (187,160)       (789,638)       (1,017,900)
                                                                        ----------      ----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Repayment of note receivable                                               	 -         133,000          (133,000)
   Purchase of furniture and equipment                                      (2,016)         (6,054)          (51,115)
   Due from shareholder                                                                                       25,584
Due from related parties                                               	   (11,343)        (61,534)       (1,436,593)
Net cash outflow from acquisition                                                                     	  (1,310,532)
Net cash outflow from disposal of discontinued operations                                          	  (1,406,430)
                                                                        ----------      ----------       -----------
Net cash provided by (used in) investing activities                  	   (13,359)        188,480        (4,312,086)
                                                                        ----------      ----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Capital contribution by shareholders                                                                     (197,293)
   Proceeds from notes payable                                                                               573,146
Proceeds from recapitalization                                                                               (71,372)
Additional paid-in capital                                                                                  (481,477)
Due to stockholders                                                          5,486         352,000           294,640
   Due to related parties                                                  227,270         (11,286)        3,309,246
   Investment from minority stockholders                                                                    (619,747)
                                                                        ----------      ----------       -----------
Net cash provided by financing activities                                  232,756         340,714         2,807,143
                                                                        ----------      ----------       -----------
EFFECT OF EXCHANGE RATES ON CASH                                             4,033          35,417           517,096
                                                                        ----------      ----------       -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        36,270        (225,027)    	  (2,005,747)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                       	    23,961         479,241     	   2,065,978
                                                                        ----------      ----------       -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                  60,231         254,214            60,231
									==========	==========	 ===========

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

</TABLE>


<PAGE>	5

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

The  Company  owed  $2,401,590  to two former stockholders of Chang Jiang and a
total  of  $3,672,754 to seven related  parties  as  of  March  31,  2009,  for
advances  made  on  an  unsecured basis, repayable on demand and interest free.
Interest was imputed at a rate of 7% per annum on the amounts due. As a result,
the interest imputed  for the quarter was $83,335 (RMB 685,032) which increased
the additional paid-in capital without cash flow.

<PAGE>	6


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF March 31, 2009
                                  (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 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, 2008.

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  March  31, 2009, the  results  of  operations   for  the
three  months  ended  March  31,  2009 and  2008,   and   cash  flows  for  the
three months ended  March 31, 2009 and 2008. The results for  the  three months
ended March 31, 2009  are not necessarily  indicative  of  the  results to   be
expected  for  the entire fiscal year ending December 31, 2009.

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")
was 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   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.

<PAGE>	7

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.

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.

<PAGE>	8

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.

            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  consolidated
statements of operations and comprehensive loss and the consolidated statements
cash flows have been provided  to show cumulative balances from  March 22, 2007
through March 31, 2009.

NOTE 3    PRINCIPLES OF CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements  as   of
March  31,  2009   and   2008   include  the unaudited financial  statements of
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     minority   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.

<PAGE>	9

NOTE 4    COMMITMENTS AND CONTINGENCIES

(A)Capital commitments

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

As of December 31, 2007,the Company had capital commitments of $2,190,630  with
two  suppliers  for  contracts  in respect to the exploration of lead, zinc and
gold for mining in Xian, PRC. As  the  permit of mining for gold, lead and zinc
has  not  yet  been  obtained  as  of March 31,  2009,  the  contract  was  not
implemented  before  the  end of March  2009,  but   will  still  be  effective
throughout  2009.

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 at March 31,
2009 is $323,018,  which  is  supposed  to be paid in full during the next nine
months ending December 31, 2009.

(B)Operating lease commitments

The prior headquarters, formerly located in the 5th floor of High-Tech Mansion,
Gaoxin Road,High-Tech Zone,Xi'An, had a rental  lease  of  approximately $3,500
(RMB25,000) per month, from June, 2006 to January, 2009.  The new  headquarters
office is removed to the Xinhui Mansion, Gaoxin Road, High-Tech Zone, Xi'An,PRC
with the rental lease from  February, 2009 to January, 2011 at a rental rate of
$11,029 per year.

The rental expense of headquarters for the three months ended March 31,2009 and
2008 was $5,338 and $6,968, respectively.

For the next nine months of 2009 and the whole year of 2010,  the  Company  has
outstanding commitments of approximately $8,272 and $11,029, respectively, with
regards to the operating  leases of its facilities.



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 March 31, 2009.

No called or redeemed conditions prescribed for the preferred stock.

<PAGE>	10

NOTE 6    RELATED PARTY TRANSACTIONS

The related  parties  owed  the  Company $1,765,595 as of March 31, 2009, which
consisted of six related companies   and   three   related  persons, each owing
the  Company  amounts  totaling  $1,317,497  and  $448,098,  respectively,  for
advances made  on an unsecured basis, repayable on demand and interest free.

The Company owed $2,401,590 to two former stockholders  of  Chang  Jiang  as of
March  31,  2009,  for advances made on an unsecured basis, repayable on demand
and interest free.   Interest  was  imputed  at  a  rate of 7% per annum on the
amounts due.

The Company  owed a total of $3,672,754 to seven related  parties  as  of March
31,    2009.   This  consisted of six related companies and one related person,
each  of whom owed the  Company  amounts  totaling  $2,312,165  and $1,360,589,
respectively,   for  the  advances  that   were  made  on an unsecured   basis,
repayable  on  demand and  interest free.   Interest was  imputed  at a rate of
7% per annum on the amount due.

The related parties owed the Company $1,754,586 as of December 31, 2008,  which
consisted  of  nine  related companies  and  four  related  persons, each owing
the  Company  amounts  totaling  $1,355,694  and  $398,892,  respectively,  for
advances made  on an unsecured basis, repayable on demand and interest free.

The Company owed $2,396,560  to  two  former  stockholders of Chang Jiang as of
December 31, 2008, for advances made on an unsecured basis, repayable on demand
and interest free.  Interest was imputed at a rate  of  7%  per  annum   on the
amounts due.

The   Company  owed a total of $3,446,160 to six related parties as of December
31,   2008.   This  consisted of five related companies and one related person,
each  of whom owed the  Company  amounts  totaling  $2,086,486  and $1,359,674,
respectively,   for  the  advances  that   were  made  on an unsecured   basis,
repayable  on  demand and  interest free.   Interest was  imputed  at a rate of
7% per annum on the amount due.


Total imputed interest recorded  as additional  paid-in  capital  amounted   to
$100,220  and  $57,797  for the  three  months  ended  March 31, 2009 and 2008,
respectively.

NOTE 7   SEGMENTS REPORTING

The Company operates  in  only one reportable segment, mining for mineral ores,
which is  still at an exploration  stage. Though  the  land use rights  account
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  three  months  ended   March  31,  2009  and  2008,  100%  of  the
Company's business and assets were located in the PRC.

<PAGE>	11

NOTE 9    RECENT ACCOUNTING PRONOUNCEMENTS

In  May  2008, the FASB released SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting  Principles". This statement identifies the sources of
accounting  principles  and  the  framework   for selecting the accounting
principles   used   in   the  preparation  of  financial   statements   of
nongovernmental entities that  are  presented in conformity with generally
accepted accounting  principles in the  United  States.  SFAS  No.  162 is
effective  60  days  after  the  SEC's  approval   of  the  Public Company
Accounting Oversight Board amendments to AU Section 411, "The  Meaning  of
Present   Fairly   in   Conformity   with  Generally  Accepted  Accounting
Principles".   The  Company does not expect  the  implementation  of  this
guidance  to  have  a  material   impact  on  the  condensed  consolidated
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  No.  161  gives  financial statement users better information
about  the  reporting  entity's  hedges   by   providing  for  qualitative
disclosures  about the objectives and strategies  for  using  derivatives,
quantitative data  about  the  fair  value  of  and  gains  and  losses on
derivative   contracts,  and  details  of  credit-risk-related  contingent
features  in their  hedged  positions.  SFAS  No.  161  is  effective  for
financial statements  issued for fiscal years beginning after November 15,
2008 and interim periods  within  those years. The Company does not expect
the adoption of SFAS No. 161 to have  a  material  effect on the condensed
consolidated financial statements.

In September 2006, FASB issued Statement 157, "Fair  Value  Measurements".
This   statement  defines  fair  value  and  establishes  a framework  for
measuring    fair   value   in  generally accepted  accounting  principles
("GAAP").  More   precisely,    this   statement  sets  forth  a  standard
definition of fair value as it applies   to   assets  or  liabilities, the
principal  market  (or  most  advantageous market)  for  determining  fair
value (price), the market participants,  inputs  and  the  application  of
the   derived fair value to those assets and  liabilities.  The  effective
date of   this   pronouncement  is for all full fiscal and interim periods
beginning after November 15, 2007.   The   Company  does  not  expect  the
adoption  of   SFAS  No. 157  to  have  an impact on the Company's results
of operations or financial condition.


In February 2007, the FASB released SFAS No.  159,  "The Fair Value Option
for Financial Assets and Financial Liabilities". The standard is effective
for fiscal years beginning after November 15, 2007. The  standard provides
entities  the  ability,  on  an  elective basis, to report most  financial
assets and financial liabilities at  fair  value, with corresponding gains
and losses recognized in current earnings. The  Company  did not elect the
fair  value  option under SFAS 159 as of January 1, 2008 for  any  of  our
financial assets  and  liabilities  that were not already fair valued. The
Company  will  consider  applying  the  fair   value   option   to  future
transactions as provided by the standard. The Company does not expect SFAS
159  to  have  a  material  impact on the condensed consolidated financial
statements.

In  December  2007,  the  FASB  released   SFAS   No.   141(R),  "Business
Combinations". This standard revises and enhances the guidance  set  forth
in  SFAS  No.  141(R)  by  establishing  a  definition for the "acquirer,"
providing additional guidance on the recognition of acquired contingencies
and non-controlling interests, and broadening the scope of the standard to
include all transactions involving a transfer  in control, irrespective of
the consideration involved in the transfer. SFAS  No.  141(R) is effective
for  business  combinations  for which the acquisition date  occurs  in  a
fiscal year beginning on or after December 15, 2008. Although the standard
will not have any impact on the  current  condensed consolidated financial
statements, application of the new guidance  could  be  significant to the
Company in the context of future merger and acquisition activity.

<PAGE>	12

In  December  2007,  the  FASB  released  SFAS  No.  160, "Non-Controlling
Interests  in Consolidated Financial Statements-an amendment  of  ARB  No.
51". This statement  amends  ARB  51 to establish accounting and reporting
standards for the non-controlling interest  in  a  subsidiary  and for the
deconsolidation  of  a  subsidiary.  It  clarifies  that a non-controlling
interest  in  a  subsidiary is an ownership interest in  the  consolidated
entity that should  be  reported  as  equity in the consolidated financial
statements.  SFAS  No.  160 is effective for  fiscal  years,  and  interim
periods within those fiscal  years,  beginning  on  or  after December 15,
2008. The Company does not expect the standard to have a  material  impact
on the condensed consolidated financial statements.


NOTE 10  GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
has  an  accumulated  deficit  during  the exploration stage of $13,507,166  at
March 31, 2009 which includes a net loss of $244,938 for the three months ended
March  31, 2009.  The Company's current   liabilities    exceed    its  current
assets by  $8,197,772.   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 2009
fiscal year.

NOTE 11  THE INVESTMENT

In order to carry out the Corporate  Strategy  of developing the Mining and New
Energy,  the  Company,  along  with  Shaanxi  Changfa  Industry  Stock Co.,Ltd.
("Changfa"),established a new company named  Shaanxi  Changjiang   Mining & New
Energy
Co.,  Ltd.("Shaanxi").The Company  owns  a 20% share of the registered  capital
of  Shaanxi  while  Changfa  owns  the  remaining 80% share.  The  Company  has
significant   influence   on  Shaanxi as it  has  assigned  finance  and  other
directors in Shaanxi.  The  Company  has  recorded  this  investment  under the
equity method. Shaanxi had no income for  the three months ended March  31,2009
and  since  the  expense was not material, no adjustment has been made.  As  of
March 31, 2009, the balance of this investment was $292,573.

<PAGE>	13

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.

<PAGE>	14

                                   OVERVIEW
We are an exploration stage mining company and  we  have  had  no revenues  and
do  not   expect    revenues    until   we  begin  the  process  of  extracting
minerals  which will not start until the  end  of  2009, 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  40%     share     of    the    results     of   Chang
Jiang  and  Dongfang  Mining respectively.


We  replaced 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)
                                                        -----------

<PAGE>	15

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.



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.



                                     2008            2007            2006
                                 -----------     -----------     -----------
Revenues                         $	   -     $     	   -   	 $         -
                                 ===========     ===========     ===========
Net loss                         *1,467,426*     $(8,959,472)    $(1,676,333)
                                 ===========     ===========     ===========
Net loss per share - basic    	      *0*06*     $      (.37)    $         -
                                 ===========     ===========     ===========
Net loss per share - diluted  	 $  	   -     $    	   -     $         -
                                 ===========     ===========     ===========

In   accordance  with  SFAS   No.  142 "Goodwill and other intangible  assets",
goodwill  is  not  amortized  but  is  tested   for   impairment.  The  Company
are 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. We cannot concluded that 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.

<PAGE>	16


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)
                                                        =============

<PAGE>	17

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 March 31, 2009:


Cost                                    $     19,143,200
Less: accumulated amortization                (1,740,291)
                                        ----------------
Land use rights, net                    $     17,402,909
                                        ================


The  land use rights are amortized over fifty years of the term of  leases. The
amortization  expense  for   the  three  months  ended March 31, 2009  and 2008
was $102,379 and $97,523, 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  2009  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  months.

Our  plan  over the next nine months  is:    1.   to  obtain  the  gold  mining
license  at  the  end  of 2009 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;

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

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

 -   Complete the particular survey of gold and obtain the exploitation licence
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.

<PAGE>	18


LIQUIDITY AND CAPITAL RESOURCES

GENERAL.   Overall, we had an increase in net loss  of  $ 244,938 for the three
months ended March  31, 2009. During the three months ended  March 31, 2009, we
had  net  cash   used  in operating activities of $187,160, net  cash  used  in
investing activities  of   $  13,359   and   net   cash  provided  by financing
activities of $ 232,756. At March 31, 2009, our cash   balance  was $60,231, as
compared to $ 23,961 at the end of  December 2008.  This was an increase  of  $
36,270, or approximately 151%.

        CASH FLOWS  FROM  OPERATING  ACTIVITIES. Net  cash  used  in  operating
activities   of   $187,160   for   the  three  months  ended March 31, 2009 was
primarily attributable to the net loss  from  operations.  The  adjustments  to
reconcile    the   net  loss  to net cash, included  depreciation   expense  of
$9,464,  amortization   of   land   use  rights  of  $102,379, imputed interest
expense  of $100,220, adjustment for  minority  interests of $9,682,an increase
in other current assets and prepayments of $ 40,833  and  an  decrease in other
payables of $103,770.

       CASH  FLOWS FROM  INVESTING  ACTIVITIES.  Net  cash  used  in  investing
activities  of   $13,359   for   the   three  months ended March 31,  2009  was
primarily attributable to the $ 11,343 from related parties.

       CASH FLOWS FROM FINANCING ACTIVITIES. Net  cash of $ 232,756 provided by
financing activities in  the  three months ended March  31,  2009 was primarily
due  to  the  $5,486 and $227,270 increases of due to shareholder  and  due  to
related parties,  respectively

       FINANCING.  We  have  not generated any revenues  as  of  March 31, 2009
and so are considered an exploration  stage  company.  We ended March 2009 with
$60,231  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 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 2009.  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 2009 will require  us to raise additional capital, of
which there can be no assurance. We are, therefore, actively seeking additional
debt or equity financing until we become cash flow positive.

       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.


<PAGE>	19

       EXTERNAL  SOURCES  OF  LIQUIDITY.  We  intend  to pursue  all  potential
financing  options  in  2009  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  2009.

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



RESULTS OF OPERATIONS

Comparison   of   the   three   months  ended  March  31,  2009,  to  the three
months ended March 31, 2008.

Operating Expense

The Company recorded  an  operating  loss  of  $154,156  compared  to   a  loss
of  $830,939    at   March   31,  2008.  The  loss  was  comprised  of  general
and administrative costs of $31,306  during   the   three  months  ended  March
31, 2009,  compared    to     general   and administrative costs of $78,771 for
the   three   months ended March 31,   2008.   Legal   and   professional  fees
decreased to $11,007 for  the  three months  ended  March 31, 2009,  which  was
the costs  of the audit.  Depreciation was $9,464  for  the three months  ended
March   31,  2009 as compared to  $ 8,918 for the three months ended March  31,
2008.  Land  use   rights  amortization was $102,379 for the three month sended
March 31, 2009. The  operating  loss   decrease   was  largely  associated with
the   decrease of expenses  for the legal and professional fees.


Other Income (Expense)

Other  income  increased from $68,784 for  the  three  months  ended March  31,
2008  to   $100,464  for the three months ended March  31,  2009.   The Company
incurred interest  expense  of  zero   for  the  three months ended  March  31,
2009,  compared to $11,421 for  the  three   months   ended   March  31,  2008.
Imputed  interest  expense    increased  from $ 57,797 for  the  three   months
ended  March 31,2008 to  $100,220 for the  three  months  ended March 31, 2009.
The  increase    in interest   expense   is due to additional  borrowings  from
related and unrelated  parties.  The Company recorded interest  income  of  $27
for  the three  months  ended March 31, 2009.


Net Loss
The net loss for the three months ended March 31, 2009 was $244,938 as compared
to  a  net  loss  of  $882,995  for   the   three   months   ended   March  31,
2008.  The  decrease of loss for the three months ended March 31,  2009  mainly
came from the  decrease  of  $634,720 in legal  and  professional fees compared
with the quarter ended March 31, 2008.

Other Comprehensive Income

The exchange rate was stable during  the  first  quarter  of  2009,  and only $
17,110 of  foreign exchange gain was recorded in the booke for the quarter.  We
converted  the report in RMB  to that  in USD by the exchange rate at March 31,
2009  (i.e.  6.8359  for  the  balance sheet)  and by average  exchange rate of
Quarter 1 (i.e. 6.8353 for the income statement).

As a result, the difference  after  the   translation   was   concluded  to  be
recorded as foreign exchange translation gains in the balance sheet.

Comprehensive Loss

The   comprehensive  loss  for  the  three   months   ended   March  31,   2009
was $227,828  as  compared   to    a  comprehensive  loss  of $ 272,137 for the
three months  ended March 31, 2008.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

<PAGE>	20

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 March 31 ,  2009, Chen  Weidong  ("CEO")  and  by  our  Chief  Financial
Officer for the quarter ending  March  31  ,   2009.    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.

Brock, Schechter & Polakoff, LLP, an independent registered  public  accounting
firm,  has  issued  a report on the effectiveness of our internal control  over
financial  reporting.  In  the  firm's  opinion, the Company maintained, in all
material respects, effective internal control  over   financial reporting as of
December 31, 2008.


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.

<PAGE>	21

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.


<PAGE>	22

Conclusions

Based upon  the Evaluation, our disclosure controls and procedures are designed
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.

<PAGE>	23


                                  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


May 15, 2009

/s/ Chen Weidong, President

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

<PAGE>	24