Form 10-Q

NORTH AMERICAN GAMING & ENTERTAINMENT CORP - NAGM

Filed: August 15, 2009 (period: September 30, 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 September 30, 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 ofsecurities 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,  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      18
ITEM 4T.CONTROLS AND PROCEDURES                                         18


PART II

Items 1 through 5 not applicable.
ITEM 6. EXHIBITS                                                        20

SIGNATURES                                                              21

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







ITEM 1. FINANCIAL STATEMENTS

NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION


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



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

                                                              September 30,    December 31,
                                                                  2009            2008
        ASSETS
                                                               ----------      -----------
CURRENT ASSETS
   Cash and cash equivalents                                       45,213           23,961
   Prepaid expenses                                                    62          115,801
   Other current assets                                           191,483          113,759
                                                               ----------      -----------
TOTAL CURRENT ASSETS                                              236,758          253,521
                                                               ----------      -----------
FURNITURE AND EQUIPMENT, NET                                      209,875          235,800
                                                               ----------      -----------
LONG TERM INVESTMENT                                              292,869          292,629
                                                               ----------      -----------
LAND USE RIGHTS                                                17,215,546       17,508,609
                                                               ----------      -----------
GOODWILL                                                        3,336,858        3,334,124
                                                               ----------      -----------
LONG TERM RECEIVABLE (related parties)                          1,770,868        1,754,586
                                                               ----------      -----------
TOTAL ASSETS                                                   23,062,774       23,379,269
                                                               ==========      ===========

        LIABILITIES AND EQUITY

CURRENT LIABILITIES
   Other payables and accrued expenses                          1,883,395        2,124,049
   Notes payable                                                  434,137          434,137
   Due to stockholders                                          2,404,016        2,396,560
   Due to related companies                                     3,974,510        3,446,160

                                                               ----------      -----------
TOTAL CURRENT LIABILITIES                                       8,696,058        8,400,906
                                                               ----------      -----------
MINORITY INTEREST                                                 510,743          562,938
                                                               ----------      -----------
STOCKHOLDERS' EQUITY
Series C convertible preferred stock ($0.01 par value)
     10,000,000 shares authorized, 500,000 shares issued
     and outstanding                                                5,000            5,000
Common stock($0.01 par value, 200,000,000 shares
authorized, 24,216,058 shares issued and
     outstanding                                                  417,886          417,886

Additional paid-in capital                                     24,465,803       24,208,127
   Treasury stock, 17,572,494 shares, at cost                    (489,258)        (489,258)
   Accumulated deficits during the exploration stage          (13,970,124)     (13,262,228)
   Accumulated other comprehensive income                       3,426,666        3,535,898
                                                               ----------      -----------
TOTAL EQUITY                                                   13,855,973       14,415,425
                                                               ----------      -----------
LIABILITIES AND STOCKHOLDERS' EQUITY                           23,062,774       23,379,269
                                                               ==========      ===========




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

</TABLE>

<PAGE>		1

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


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


                                            Nine months ended September 30,            	   Three months ended September 30,

                                              2009             2008       Accumulated          2009               2008
                                           -----------     -----------    -----------       -----------        ----------

OPERATING EXPENSES
   General and administrative expenses         123,520         226,292        733,379            39,434           108,067

   Legal and professional fees             	80,392         672,882        529,616            22,883                88
   Depreciation                               	27,872       	27,749         93,363             9,207             9,479

 Amortization of land use rights               307,230         300,725      1,070,654           102,452           102,315
                                           -----------     -----------     ----------       -----------        ----------

Total Operating Expenses                       539,014       1,227,648      2,427,012         	173,976           219,949
                                           -----------     -----------     ----------       -----------        ----------

LOSS FROM OPERATIONS                          (539,014)     (1,227,648)    (2,427,012)         (173,976)         (219,949)

                                           -----------     -----------     ----------       -----------        ----------
OTHER INCOME (EXPENSES)
   Interest income                           	   132           1,339 		5,053 		     55 	      575
   Interest expense                          	  (139)        (23,004)        (1,496) 		      - 	     (163)
   Imputed interest expense                   (257,676)       (238,775)      (854,963)      	(79,270) 	  (93,757)
   Other expense                            	(3,324)  	     - 	      (36,474) 		   (127)		-
                                           -----------     -----------     ----------       -----------        ----------
Total Other Expenses                          (261,007)       (260,440)      (887,880)       	(79,342) 	  (93,345)
                                           -----------     -----------     ----------       -----------        ----------

LOSS BEFORE NONCONTROLLING INTEREST    	      (800,021)     (1,488,088)    (3,314,892)         (253,318)         (313,294)

NONCONTROLLING INTEREST                    	92,125 	  	42,226	      207,334 		 19,801 	   14,650
                                           -----------     -----------     ----------       -----------        ----------
LOSS FROM CONTINUING OPERATIONS        	      (707,896)	    (1,445,862)    (3,107,558)         (233,517)         (298,644)

LOSS ON DISPOSAL OF SUBSIDIARY               	     -               - 	   (8,027,234)                -                 -
                                           -----------     -----------     ----------       -----------        ----------
NET LOSS                                      (707,896)     (1,445,862)   (11,134,792) 	       (233,517)         (298,644)

OTHER COMPREHENSIVE INCOME (LOSS)      	      (109,232)	     1,051,148 	    2,126,350 		(35,821)	   95,499
                                           -----------     -----------     ----------       -----------        ----------
COMPREHENSIVE LOSS                            (817,129)       (394,714)    (9,008,442) 	       (269,338)         (203,143)
                                           ===========     ===========     ==========       ===========        ==========
NET LOSS PER SHARE
   Basic                                         (0.03) 	 (0.05) 			  (0.01) 	    (0.01)
   Diluted
Weighted average number of shares     	       (0.0012)        (0.0023) 		        (0.0004)	  (0.0004)
outstanding
   during the period - basic                24,216,058      26,466,904                       24,216,058        26,466,904
   during the period - diluted             609,000,000     635,466,904                      609,000,000



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


</TABLE>


<PAGE>		2


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


NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
AND SUBSIDIARIES (An Exploration Stage Company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


                          	     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)     500,000  	$5,000          24,216,058   	$417,886

Contributed by stockholders 		 -		-	     -               -                   -             -

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

Foreign currency
translation gain                         		-            -               -               	 -             -

Net loss				 -		-	     -		     -			 -	       -
                       		----------    	---------      -------         	------		----------	--------
Balance at
December 31, 2008     		17,572,494    	 (489,258)     500,000   	 5,000          24,216,058       417,886

Imputed interest
expense on due
to stockholders and
related companies                        -              -            -		     -			 -	       -

Foreign currency
translation gain                         -              -            -               -			 -	       -

Net loss				 -		-	     -		     -			 -	       -
                       		----------    	---------      -------         	------		----------	--------
Balance at
September 30, 2009       	17,572,494   	$(489,258)     500,000       	$5,000          24,216,058   	$417,886
                        	==========      =========      =======          ======          ==========      ========



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


                                                                         Accumulated
                                         Additional                         other
                                          paid-in        Accumulated    comprehensive
                                          capital         deficits         income                  Total
                                        -----------     ------------    -------------           -----------
Balance at January 1, 2008         	$23,523,678     $(11,794,802)   $   2,470,986           $14,133,490

Contribution by stockholders        	    330,498                -                -               330,498

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

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

Net loss                                      	  -	  (1,467,426)		    -            (1,467,426)

                                        -----------     ------------    -------------           -----------
Balance at December 31, 2008        	 24,208,127      (13,262,228)       3,535,898            14,415,425

Imputed interest expenses on
due to stockholders and
related companies                           257,676 		   -		    -               147,923

Foreign currency translation gain		  -		   -         (109,232)             (109,232)

Net loss                           		  -         (707,896) 		    -              (707,896)

                                        -----------     ------------    -------------         	-----------
Balance at September 30, 2009        	$24,465,803     $(13,970,124)   $   3,462,666       	$13,855,973

                                        ===========     ============    =============           ===========





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


</TABLE>

<PAGE>		4



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



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

                                                                      Nine months ended September 30,    Accumulated
                                                                           2009             2008
                                                                        ----------      ----------       -----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                  (707,896)     (1,445,862)      (11,134,792)
Adjustments to reconcile net loss to net cash
used in operating activities:
   Loss on discontinued operations                   				 -               -         8,027,234
   Stock issued for services                                        		 -          90,000                 -
   Depreciation                                                             27,872	    27,749            93,363
   Amortization of land use rights                                    	   307,230  	   300,725 	   1,070,654
   Imputed interest expense                                                257,676	   238,775           854,964
   Noncontrolling interest                                             	   (92,125)  	         -          (207,333)
Decrease (increase) in operating assets                             	    38,250        (323,098)           87,174
Increase (decrease) in operating liabilities                     	  (242,260) 	  (167,238)          (33,257)
                                                                        ----------      ----------        ----------
Net cash used in   operating activities                           	  (411,253)     (1,278,949)       (1,175,479)
                                                                        ----------      ----------        ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Repayment of note receivable                                             	 -         133,000          (133,000)

Purchase of furniture and equipment                                	    (2,051)         (8,044)          (51,150)

Advances to stockholder                                                  	 -        (636,621)           25,584

Advances to related parties                                           	   (13,200)              -        (1,438,450)
Net cash outflow from acquisition                                     		 -               -        (1,310,532)
Net cash outflow from disposal of discontinued operations        		 -               -        (1,406,430)
                                                                        ----------      ----------        ----------
Net cash used in investing activities                              	   (15,251)       (511,665)       (4,313,978)
                                                                        ----------      ----------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution by stockholders                                      	 -               -           197,293

Proceeds from issuance of notes payable                                  	 -               -           573,146

Proceeds from recapitalization                                              	 -               -           (71,372)

Additional paid-in capital                                                   	 -               -          (481,477)

Advances from stockholders                                                   5,489         736,347           294,643

Advances from related parties                                        	   525,308       1,498,317         3,607,284

Investment from minority stockholders                                     	 -               -          (619,747)
                                                                        ----------      ----------        ----------
Net cash provided by financing activities                          	   530,797       2,234,664         3,499,770

                                                                        ----------      ----------        ----------
EFFECT OF EXCHANGE RATES ON CASH                                     	   (83,041)       (804,772)         (510,319)
                                                                        ----------      ----------        ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             	    21,252        (360,722)       (2,500,006)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 	    23,961         479,241         2,545,219
                                                                        ----------      ----------        ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                         	    45,213         118,519            45,213
                                                                        ==========      ==========        ==========


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


</TABLE>

<PAGE>		5


     NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
                        (An Exploration Stage Company)
      NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 BASIS OF PRESENTATION

The  accompanying  unaudited  condensed  consolidated financial statements have
been prepared in accordance with accounting  principles  generally  accepted in
the United States of America for interim financial information and pursuant  to
the   rules   and  regulations  of  the  Securities  and  Exchange  Commission.
Accordingly, they  do not include all of the information and footnotes required
by generally accepted  accounting principles for complete financial statements.
The accounting policies  and methods of computation followed in these condensed
consolidated  financial statements  are  the  same  as  those  applied  in  the
consolidated financial statements for the year ended December 31, 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 as  of September 30, 2009, the results of operations for the three and
nine month periods  ended  September  30, 2009 and September 30, 2008, and cash
flows  for  the  three and nine month periods  ended  September  30,  2009  and
September 30, 2008.  The  results  for  the  three and nine month periods ended
September 30, 2009 are not necessarily indicative of the results to be expected
for the entire fiscal year ending December 30, 2009.

These unaudited condensed consolidated 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 from incorporation through 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.

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.


Page 6
<PAGE>
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  into 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 & New Energy Co., Ltd. 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  Company  was  reincorporated  from  the  state of Delaware to the state of
Nevada with the intent to effect a statutory merger of the Delaware corporation
"North American Gaming and Entertainment Corporation",  into  a recently formed
Nevada  corporation under the name "China Changjiang Mining & New  Energy  Co.,
Ltd.",  and  to  swop  all  issued  and  outstanding  shares  in  the  Delaware
corporation  for  comparable  shares in the Nevada corporation and dissolve the
Delaware corporation.

The said new corporation was filed  on  September 19, 2008 in Nevada. Up to the
present, the statutory merger is in progress.

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

Accordingly, the financial statements include the following:

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

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

     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
September 30, 2009.


Page 7
<PAGE>
NOTE 3 PRINCIPLES OF CONSOLIDATION

The  accompanying  unaudited condensed consolidated financial statements as  of
September  30, 2009 and  2008  include  the  unaudited  condensed  consolidated
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.


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, 2008,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 September  30,  2009,  the  contract  was  not
implemented  before  the  end  of  September  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 Shanxi Province. The total  amount  of the project at September
30,  2009 is $323,018, which is supposed to be paid in  full  during  the  next
fiscal year.

(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
approximately $10,975 (RMB75,000)per year.

The rental expense of headquarters for the nine  months ended September 30,2009
and 2008 was $746 and $10,965, respectively.

For the next three months of 2009 and the whole year  of  2010, the Company has
outstanding  commitments  of  approximately $ 2,744 and $10,975,  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 September 30, 2009.

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


NOTE 6 RELATED PARTY TRANSACTIONS

The related parties owed the Company $1,770,868 as of September 30, 2009, which
consisted of eight related  companies  and four related persons, each owing the
Company amounts totaling $ 1,383,271 and  $387,597,  respectively, for advances
made on an unsecured basis, repayable on demand and interest free.

The Company owed $2,404,016 to two former stockholders  of  Chang  Jiang  as of
September  30,  2009,  for  advances  with no stated interest rates, made on an
unsecured basis and repayable on demand. Interest was imputed at a rate of 5.4%
per annum on the amounts due.


Page 8
<PAGE>
The Company owed a total of $3,974,510  to  ten related parties as of September
30, 2009. This consisted of nine related companies  and  four  related  person,
each  of  whom  owed  the  Company  amounts totaling $2,369,413 and $1,605,097,
respectively, for the advances with no stated interest rates, that were made on
an unsecured basis and repayable on demand.  Interest  was imputed at a rate of
5.4% 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  with no stated interest rates, made on  an
unsecured basis and repayableon demand.  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  with  no  stated  interest rates, made on an
unsecured basis and repayable on demand. 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
$257,676 and $238,775 for the nine months  ended  September  30, 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 nine months ended September 30, 2009 and 2008, 100% of the
Company's business and assets were located in the PRC.


NOTE 9 RECENT ACCOUNTING PRONOUNCEMENTS

Effective  for the interim condensed consolidated financial  statements  as  of
September 30,  2009, the Financial Accounting Standards Board (FASB) Accounting
Standards  Codification  (ASC)  became  the  primary  source  of  authoritative
accounting principles  recognized  by the FASB to be applied in the preparation
of financial statements in accordance  with  GAAP. Rules and interpretations of
the SEC and are also sources of authoritative GAAP for SEC registrants. The ASC
supersedes all existing non-SEC accounting and reporting standards but does not
change  GAAP.  The  adoption  of ASC did not have  a  material  effect  on  the
condensed consolidated financial statements.

In March 2008, the FASB issued  ASC  815  (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 December 2007,  the  FASB  released  ASC  805  (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 9
<PAGE>
In December 2007, the FASB released ASC 810  (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.

In  May 2009, the FASB released ASC 855 (SFAS No.  165),  "Subsequent  Events,"
which  establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before the financial statements are
issued  or  available  to  be  issued.  Effective  for  our  interim  financial
statements  as  of September 30, 2009, we reviewed events occurring through the
filing date of this document.

In June 2009, the  FASB  released  ASC  860  (SFAS  No.  166),  "Accounting for
Transfers  of  Financial Assets - an Amendment of FASB Statement No.  140,"  to
improve the relevance,  representational faithfulness, and comparability of the
information that we provide  in  our  financial  statements about a transfer of
financial  assets;  the  effects  of  a  transfer  on our  financial  position,
financial performance, and cash flows; and our continuing  involvement, if any,
in  transferred  financial  assets.  Additionally, this statement  removes  the
concept of a qualifying special-purpose  entity  from SFAS No. 140, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and  Extinguishments  of
Liabilities," and removes the exception from applying FASB  Interpretation  No.
46,  "Consolidation  of  Variable  Interest  Entities,"  to qualifying special-
purpose  entities.  SFAS  No.  166 is effective for fiscal years,  and  interim
periods within those fiscal years,  beginning  after  November  15,  2009.  The
Company does not expect the standard to have a material impact on the condensed
consolidated financial statements.

In  June  2009,  the  FASB released ASC 810 (SFAS No. 167), "Amendments to FASB
Interpretation No. 46(R)," which addresses the effects on certain provisions of
FASB Interpretation No. 46, "Consolidation of Variable Interest Entities," as a
result of the elimination  of  the qualifying special-purpose entity concept in
SFAS No. 166, "Accounting for Transfers  of  Financial  Assets."  It  addresses
concerns  about  the  application  of  certain key provisions of Interpretation
46(R),  including  those  in which the accounting  and  disclosures  under  the
Interpretation do not always  provide  timely  and  useful  information about a
company's involvement in a variable interest entity. This statement requires us
to perform an analysis to determine whether any of our variable  interests give
us a controlling financial interest in a variable interest entity. In addition,
this  statement  requires  ongoing  assessments  of whether we are the  primary
beneficiary of a variable interest entity. SFAS No. 167 is effective for fiscal
years, and interim periods within those fiscal years,  beginning after November
15, 2009. 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 condensed consolidated  financial  statements,
the  Company  has  an  accumulated  deficit  during  the  exploration  stage of
$13,970,124  at  September 30, 2009, which includes a net loss of $707,896  for
the nine months ended  September  30,  2009.  The Company's current liabilities
exceed its current assets by $8,459,300. 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 condensed 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  condensed  consolidated  financial
statements  do  not  include any adjustments relating to the recoverability and
classifications of recorded  asset  amounts  or  amounts and classifications 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.

Page 10
<PAGE>
The Company has successfully  replaced  the  old  license of mining exploration
with a new one, whose exploration period ranges from January 1, 2009 to January
1, 2011.


NOTE 11 THE INVESTMENT

In order to carry out the Corporate Strategy of developing  the  mining and new
energy,  the  Company,  along  with  Shanxi  Changfa  Industry  Stock  Co.,Ltd.
("Changfa"),established  a  new  company  named  Shanxi Changjiang Mining & New
Energy  Co.,  Ltd.("Shanxi").The Company owns a 20%  share  of  the  registered
capital of Shanxi,  while Changfa owns the remaining 80% share. The Company has
significant influence  on Shanxi as it has assigned finance and other directors
in Shanxi. The Company has  recorded  this  investment under the equity method.
Snce the income and expense was immaterial for  the nine months ended September
30, 2009, no adjustment has been made. As of September 30, 2009, the balance of
this investment was $292,869.


Page 11
<PAGE>
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.


Page 12
<PAGE>
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.


     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: SHANXI TAI PING YANG
XIN NENG YUAN DEVELOPMENT COMPANY LIMITED ("Tai Ping Yang"); SHANXI 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
Noncontrolling interest                 		     (1,723)
Additional paid in capital                		       (861)
Less: Consideration for acquisition  			 (3,117,267)
                                     			-----------
Goodwill                             			$(3,115,544)
                                     			-----------


Page 13
<PAGE>
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 were included in the  consolidated
statements of operations 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 years  ended  December  31,  2008,  2007  and  2006,
assuming the acquisition had occurred at the beginning of 2006.


                        	2008        	2007        	2006
                    		----------- 	------------ 	------------
Revenues             		$(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 is going to
perform an assessment on goodwill  arising  from  the  acquisition  of Dongfang
Mining  as the market of non-ferrous metals has changed and the whole  industry
is rebounding.  We cannot conclude 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 Shanxi
Huanghe  Wetland  Park Company Limited ("Huanghe") for 20% equity  interest  in
Dongfang Mining, which  is  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 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)
     Noncontrolling 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
                                     			==========


Page 14
<PAGE>
Net cash outflow on disposal of subsidiary

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

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  Shanxi  Province  of  China. We have
performed  tests  on  the  site, but we have not yet begun mining activity.  We
originally planned to construct  a  theme park business on the parcel, but have
now  directed our resources to mining  opportunities.  Therefore,  all  of  our
assets are recorded in the mining segment of the financial statements.
The following is a summary of land use rights at September 30, 2009:


Cost                                 $19,162,542

Less: accumulated amortization        (1,946,996)
                                     -----------
Land use rights, net                 $17,215,546
                                     ===========


The land  use rights are amortized over the fifty year terms of the leases. The
amortization expense for the three months ended September 30, 2009 and 2008 was
$102,452 and $102,315, respectively.

From 2003 until  the  present,  Dongfang  Mining  has  held  licenses  for  the
exploration  of  minerals  and  precious  metals  in the Shanxi 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, Shanxi Province, PRC, on December 31, 2006. The Company engaged Geology
and Mineral Bureau  of  Shanxi  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 twelve months will be directed towards completing the
licensure process to begin the extraction  operations  from  the  mines  and to
acquire the equipment and personnel necessary to commence mining operations. We
have  applied for, but not yet obtained, an additional license that will permit
the excavation  and  extraction  of  the  parcel.  We expect to obtain the gold
mining license in the near future 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 twelve  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
twelve months.

Our  plan  over  the next twelve months is: 1.to obtain the gold mining license
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;


Page 15
<PAGE>
   - 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 license

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

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

LIQUIDITY AND CAPITAL RESOURCES

GENERAL.  Overall,  we  had  an increase in net loss of $707,896 for  the  nine
months ended September 30, 2009.  During  the  nine  months ended September 30,
2009, we had net cash used in operating activities of  $411,253,  net cash used
in  investing  activities  of  $  15,251  and  net  cash  provided by financing
activities of $ 530,797. At September 30, 2009, our cash balance  was  $45,213,
as compared to $ 23,961 at the end of December 2008. This was an increase  of $
21,252, or approximately 89%.

     CASH   FLOWS  FROM  OPERATING  ACTIVITIES.  Net  cash  used  in  operating
activities of  $411,253  for  the  nine  months  ended  September  30, 2009 was
primarily  attributable  to  the  net loss from operations. The adjustments  to
reconcile the net loss to net cash,  included  depreciation expense of $27,872,
amortization  of  land  use  rights of $307,230, imputed  interest  expense  of
$257,676, adjustment for noncontrolling  interests  of  $92,125,a  decrease  in
current   assets  and  prepayments  of  $107,351  and  a  decrease  in  current
liabilities of $242,260.

     CASH  FLOWS   FROM  INVESTING  ACTIVITIES.  Net  cash  used  in  investing
activities of $15,251  for  the  nine  months  ended  September  30,  2009  was
primarily attributable to the $13,200 from related parties.

     CASH  FLOWS  FROM  FINANCING ACTIVITIES. Net cash of $ 530,797 provided by
financing activities in the  nine months ended September 30, 2009 was primarily
due to the $5,489 and $525,308  increases  of  due  to  shareholder  and due to
related parties, respectively.

     FINANCING. We have not generated any revenues as of September 30, 2009 and
so  are  considered an exploration stage company. We ended September 2009  with
$45,213 of  cash  and  cash 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.


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<PAGE>
     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
arrangements.


RESULTS OF OPERATIONS

Comparison  of  the nine months ended September 30, 2009, to  the  nine  months
ended September 30, 2008:

Operating Expense

The Company recorded  an  operating  loss of $707,896 for the nine months ended
September 30, 2009 compared to a loss  of  $1,445,862 for the nine months ended
September 30, 2008. The loss was comprised of  general and administrative costs
of  $123,520  during  the nine months ended September  30,  2009,  compared  to
general  and administrative  costs  of  $226,292  for  the  nine  months  ended
September  30,  2008.  Legal and professional fees decreased to $80,392 for the
nine months ended September  30,  2009,  which  was  the  costs  of  the audit.
Depreciation  was  $27,872  for  the  nine  months ended September 30, 2009  as
compared to $ 27,749 for the nine months ended  September  30,  2008.  Land use
rights amortization was $307,230 for the nine months ended September 30,  2009.
The  operating  loss  decrease  was  largely  associated  with  the decrease of
expenses for the legal and professional fees.

Other Income (Expense)

Other  expense increased from $260,440 for the nine months ended September  30,
2008 to  $261,007  for  the  nine  months ended September 30, 2009. The Company
incurred interest expense of $139 for the nine months ended September 30, 2009,
compared  to $23,004 for the nine months  ended  September  30,  2008.  Imputed
interest expense  increased  from  $238,775 for the nine months ended September
30,2008 to $257,676 for the nine months  ended September 30, 2009. The increase
in interest expense is due to additional borrowings  from related and unrelated
parties. The Company recorded interest income of $132 for the nine months ended
September 30, 2009.

Net Loss

The  net  loss  for the nine months ended September 30, 2009  was  $707,896  as
compared to a net  loss  of  $1,445,862 for the nine months ended September 30,
2008. The decrease of loss for  the nine months ended September 30, 2009 mainly
came from the decrease of $592,490 in legal and professional fees compared with
the nine months ended September 30, 2008.

Other Comprehensive Income

The exchange rate was stable during  the  nine months ended September 30, 2009,
and only $109,232 of foreign exchange loss  was  recorded  for  the nine months
ended September 30, 2009. We converted the report in RMB to that  in USD by the
exchange  rate at September 30, 2009 (i.e. 6.829 for the condensed consolidated
balance sheet  at  September  30 ,2009) and by the average exchange rate of the
nine  months  (i.e.  6.83045  for  the   condensed  consolidated  statement  of
operations and comprehensive loss for the period ended September 30 ,2009).

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

Comprehensive Loss

The  comprehensive  loss  for  the  nine months ended September  30,  2009  was
$109,232, as compared to a comprehensive  gain  of  $  1,051,148  for  the nine
months ended September 30, 2008.


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<PAGE>
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 ended September 30 , 2009,  Chen Weidong ("CEO") and by
our Chief Financial Officer for the quarter ended September  30 , 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


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<PAGE>
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.

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.


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<PAGE>
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.


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                                  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

November 16, 2009

/s/ Chen Weidong, President

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





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