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, 2008

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

Commission File No. 000-05474

              NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION

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


                 Fifth Floor, High-Tech Mansion, Gaoxin Road,
                    Hi-Tech Zone, Xi'An P. R. China  710075
                   -----------------------------------------
                   (Address of principal executive offices)

                               (86) 29-88331685
                          --------------------------
                          (Issuer's telephone number)

Check  whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                         [X] YES    [ ] NO

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.
                         [ ] YES    [X] NO

                 APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether  the  registrant  filed  all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
                 	 [ ] YES    [ ] NO

                     APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of  each  of  the  issuer's  classes  of
common equity, as of the latest practicable date: March 31, 2008: 33,216,058
Transitional Small Business Disclosure Format (check one)   Yes [ ] No [X]



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,
										    2008	    2007
                               ASSETS                                            (Unaudited)     (Audited)
										------------	------------

CURRENT ASSETS
           Cash and cash equivalents                              		$    254,214    $    479,241
           Note receivable                                                                 -         133,000
           Other current assets and prepayments                                      557,679         532,584
           Due from related companies                                                500,572         540,964
										------------	------------
           TOTAL CURRENT ASSETS                                                    1,312,465       1,685,789

FURNITURE AND EQUIPMENT,NET                                                          256,408         252,941

LAND USE RIGHTS, NET                                                              17,339,824      16,743,482

GOODWILL                                                                           3,245,052       3,115,544
										------------	------------
TOTAL ASSETS                                                       		$ 22,153,749	$ 21,797,756
										============	============
                LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
           Other payables and accrued expenses                    		$  2,016,452	$  2,074,561

           Notes payable                                                             573,146         573,146
           Due to stockholders                                                     2,295,153       1,858,217

           Due to related companies                                                2,603,732       2,510,892

           Preferred stock debenture                                                  12,700          12,700

           Preferred stock dividends payable                                          15,003          15,003
										------------	------------
           TOTAL CURRENT LIABILITIES                                               7,516,186       7,044,519
										------------	------------
COMMITMENTS AND CONTINGENCIES                                                              -               -
										------------	------------
MINORITY INTEREST                                                                    628,414         619,747
										------------	------------
STOCKHOLDERS' EQUITY
           Series C convertible preferred stock ($0.001 par value,
           10,000,000 shares authorized, 500,000 shares issued and
           outstanding as of March 31, 2008 and December 31, 2007)                     5,000           5,000

           Common stock ($0.01 par value, 100,000,000 shares
           authorized, 50,788,552 shares issued, 33,216,058 shares
           outstanding as of March 31, 2008; and 41,788,552 shares issued,
           24,216,058 outstanding as of December 31, 2007)                                           417,886
                                                                                     507,886
           Additional paid-in capital                                             23,581,474      23,523,678
           Treasury stock, 17,572,494 shares, at cost                                               (489,258)
                                                                                    (489,258)
           Accumulated deficits during the exploration stage                     (12,677,797)    (11,794,802)
           Accumulated other comprehensive income                                  3,081,844       2,470,986
										------------	------------
           TOTAL STOCKHOLDERS' EQUITY                                             14,009,149      14,133,490
										------------	------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          	        $ 22,153,749	$ 21,797,756
										============	============


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

                                                               -2-

</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)


                                                          For the three months ended
                                                                   March 31,
                                                            2008             2007
							------------	-------------
OPERATING EXPENSES
   General and administrative expenses                 	$     78,771	$      54,091
   Legal and professional fees                               645,727	       11,250
   Depreciation                                                8,918		6,625
   Amortization of land use rights                            97,523	       90,047
							------------	-------------
   Total Operating Expenses                                  830,939	      162,013
							------------	-------------
LOSS FROM OPERATIONS                                        (830,939)	     (162,013)
							------------	-------------
OTHER INCOME (EXPENSES)
   Interest income                                               434		  182
   Interest expenses                                         (11,421)		    -
   Imputed interest expenses                                 (57,797)	      (41,342)
							------------	-------------
   Total Other Expenses                                      (68,784)	      (41,160)
							------------	-------------
LOSS FROM CONTINUING OPERATIONS
BEFORE
   INCOME TAXES AND MINORITY INTERESTS                      (899,723)	     (203,173)

   Minority interests                                         16,728		5,374
							------------	-------------
LOSS FROM CONTINUING OPERATIONS                             (882,995)	     (197,799)
DISCONTINUED OPERATIONS
   Loss on disposal of subsidiary                                  -	   (7,867,999)
							------------	-------------
NET LOSS                                                    (882,995)	   (8,065,798)
OTHER COMPREHENSIVE INCOME
   Foreign exchange translation gains                        610,858	      187,195
							------------	-------------
COMPREHENSIVE LOSS                             		$   (272,137)	$  (7,878,603)
							============	=============
NET LOSS PER SHARE FROM CONTINUING
OPERATIONS
   - BASIC                                   		$      (0.04)   $	    -
							============	=============
   - DILUTED                                 		$          -	$	(0.01)
							============	=============
Weighted average number of shares
outstanding
   during the period - basic                              19,717,750		    -
							============	=============
   during the period - diluted                           628,717,750      609,000,000
							============	=============




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

                                                               -3-

</TABLE>



<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,
					 			    2008 	     2007
								----------	------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss							$ (882,995)	$ (8,065,798)
								----------	------------
  Adjusted to reconcile net loss to net cash (used in)
   provided by operating activities:
  Stock issued for services			           	    90,000 		   -
  Loss on disposal of discontinued operations			         -   	   7,867,999
  Depreciation			             			     8,918 	       6,625
  Amortization of land use rights			            97,523 	      90,047
  Imputed interest expenses			            	    57,797 	      41,342
  Minority interests			          		   (16,728)	      (5,374)
  Changes in operating assets and liabilities
  (Increase) decrease in:
  Other receivables and prepayments			            (2,893)	     155,974
  Increase (decrease) in.
  Other payables and other liabilities			          (141,260)	       2,346
								----------	------------
  Net cash (used in) provided by operating activities		  (789,638)	      93,161
								----------	------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Repayment of note receivable			          	   133,000 		   -
  Purchase of furniture and equipment			            (6,054)	     (15,329)
  Due from a stockholder			                   	 -   	      25,584
  Due from related parties			            	    61,534 	     (10,119)
  Net cash outflow from acquisition of a subsidiary			 -   	    (756,759)
  Net cash outflow from disposal of discontinued operations		 -   	  (1,383,955)
								----------	------------
  Net cash provided by (used in) investing activities		   188,480 	  (2,140,578)
								----------	------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Due to stockholders			          		   352,000 	     237,808
  Due to related parties			           	   (11,286)	      19,615
  Repayment of note payable
  Investment from minority stockholders			                 -   	    (635,715)
								----------	------------
  Net cash provided by (used in) financing activities		   340,714 	    (378,292)
								----------	------------
EFFECT OF EXCHANGE RATES ON CASH			            35,417 	     620,132
								----------	------------
NET DECREASE IN CASH AND CASH EQUIVALENTS		          (225,027)	  (1,805,577)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		   479,241 	   2,065,978
								----------	------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$  254,214	$    260,401
								==========	============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

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



</TABLE>



 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008
                                  (UNAUDITED)




NOTE 1   BASIS OF PRESENTATION

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

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

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


NOTE 2   ORGANIZATION

North   American  Gaming  and Entertainment Corporation ("North  American") 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.

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

Shaanxi 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 Si You Neng Yuan Fa Zhang Gu Feng You Xiang Gong Si ("Chang Jiang")
(formerly Weinan Industrial and Commercial Company Limited) was incorporated as
a limited liability company in the PRC on  March 19, 1999. The Company became a
joint stock company in January 2006 with its  business activities in investment
holding and the development of a theme park in Xian, PRC.

In August 2005, Chang Jiang contributed a piece of land valued at $7,928,532 in
lieu of cash to the registered capital of Shaanxi  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
Shaanxi  Chang  Jiang  Petroleum  and  Energy  Development  Co., Limited and is
engaged in the development of a theme park in Xian, PRC.

On February 5, 2007, Chang Jiang entered into an agreement with  a  third party
to  acquire  40%  of  the  equity  interest  in Dongfang Mining Company Limited
("Dongfang Mining") at a consideration of  $3,117,267 payable in cash. Dongfang
Mining is engaged in the exploration of lead, zinc and gold for mining in Xian,
PRC. On March 2007, Chang Jiang entered into an  agreement  with  the  majority
stockholder  of Chang Jiang to exchange its 92.93% interest in Huanghe for  20%
equity interest  in  Dongfang Mining owned by this related party. On August 15,
2007, 97.2% of the stockholders  of  Chang  Jiang  entered  into  a  definitive
agreement  with  Tai  Ping Yang and the stockholders of Tai Ping Yang in  which
they disposed their ownership  in  Chang  Jiang  to  Tai  Ping  Yang for 98% of
ownership in Tai Ping Yang and cash of $1,328,940 payable on or before December
31, 2007.

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

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

Accordingly, the financial statements include the following:

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

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

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


NOTE 3    PRINCIPLES OF CONSOLIDATION

The accompanying  unaudited  condensed consolidated financial statements as  of
March 31,  2008  and  2007  include the unaudited financial statements of North
American, 100% owned  subsidiary Wah Bon, 100% owned subsidiary Tai  Ping Yang,
97.2% owned subsidiary  Chang  Jiang  and  58.32%  owned  subsidiary   Dongfang
Mining.  The  minority  interests  represent  the  minority shareholders'  2.8%
and  41.68%  share  of  the  results  of  Chang  Jiang  and   Dongfang   Mining
respectively.

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


NOTE 4    COMMITMENTS AND CONTINGENCIES

Commitments

The  Company  leases  office   spaces  from  a  third  party under an operating
lease  which  expires on June 30, 2008  at a monthly  rental of $3,484.  As  of
March 31, 2008, the Company has outstanding commitment  of $10,452 with respect
to  the  above operating lease, which are due in 2008.


NOTE 5    STOCKHOLDERS' EQUITY

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

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


NOTE 6    RELATED PARTY TRANSACTIONS

Five related companies and two  related persons owed  the Company an  aggregate
of  $500,572  as  of  March  31,  2008 for advances made on an unsecured basis,
repayable on demand and interest free.

The Company owed $2,295,153 to two former stockholders of  Chang  Jiang  as  of
March  31,  2008  for  advances  made to the  Company  on  an  unsecured basis,
repayable  on  demand  and  interest  free.  Imputed interest is charged at  5%
per annum on the amounts due.

The Company owed  $2,603,732 to four related companies as of March 31, 2008 for
advances made to the Company on an unsecured  basis,  repayable  on  demand and
interest  free.  Imputed  interest  is  charged  at 5% per annum on the amounts
due.

Total imputed interest recorded  as  additional  paid-in  capital  amounted  to
$57,797  and  $41,342  for  the  three  months  ended  March 31, 2008  and 2007
respectively.

NOTE 7   SEGMENTS REPORTING

The Company operates  in two reportable segments; theme  park and  mining.  The
accounting policies of the segments are the same as described in the summary of
significant  accounting  policies.  The  Company  evaluates segment performance
based  on  income from operations. As a  result, the  components  of  operating
income for  one segment may not be comparable to another segment. The following
is a summary  of  the  Company's  segment information:

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

			 				 Theme park 	  Mining 	   Total
							-----------	----------	-----------
As of March 31, 2008

Loss from continuing operations before income
	taxes and minority interests			$   875,139	$   24,584 	$   899,723

Depreciation of fixed assets			 	      8,590 	       328 	      8,918

Amortization of intangible assets			     97,523 		 -   	     97,523

Imputed interest expense			 	     57,797 		 -   	     57,797

Interest income			 			        144 	       290 		434

Additions to long-lived assets			 		  -   	     6,054 	      6,054

Land use rights			 			 17,339,824 		 -   	 17,339,824

Total identifiable assets				$21,959,050 	 $ 194,699 	$22,153,749

As of March 31, 2007

Loss from continuing operations before income
	taxes and minority interests			$   203,173 	 $ 	 -   	$   203,173

Depreciation of fixed assets			 	      6,625 		 -   	      6,625

Amortization of intangible assets			     90,047 		 -   	     90,047

Imputed interest expense			 	     41,342 		 -   	     41,342

Interest income						        182 		 -   		182

Loss on disposal of discontinued operations		  7,867,999 		 -   	  7,867,999

Additions to long-lived assets				     14,651 	       678 	     15,329

Land use rights			 			 16,091,524 		 -   	 16,091,524

Total identifiable assets				$19,398,742 	 $ 265,482 	$19,664,224



</TABLE>

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, 2008 and 2007, 100% of the Company's
businesses and assets were located in China.


NOTE 9    RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The
objective of SFAS 157 is to increase  consistency  and  comparability  in  fair
value  measurements  and  to  expand disclosures about fair value measurements.
SFAS 157 defines fair value, establishes  a  framework for measuring fair value
in generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements and  does  not  require  any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements  made  in  fiscal  years  beginning  after November 15, 2007.  The
adoption of this statement is not expected to have  a  material  effect  on the
Company's future reported financial position or results of operations.

In  February  2007, the Financial Accounting Standards Board (FASB) issued SFAS
No. 159, "The Fair  Value Option for Financial Assets and Financial Liabilities
- Including an Amendment  of  FASB  Statement No. 115".  This statement permits
entities  to choose to measure many financial  instruments  and  certain  other
items at fair  value.  Most  of  the  provisions  of SFAS No. 159 apply only to
entities that elect the fair value option. However,  the  amendment to SFAS No.
115 "Accounting for Certain Investments in Debt and Equity  Securities" applies
to all entities with available-for-sale and trading securities. SFAS No. 159 is
effective  as  of  the beginning of an entity's first fiscal year  that  begins
after November 15, 2007.  Early  adoption is permitted as of the beginning of a
fiscal year that begins on or before  November  15,  2007,  provided the entity
also elects to apply the provision of SFAS No. 157, "Fair Value  Measurements".
The adoption of this statement did not have a material effect on the  Company's
financial statements.

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

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

NOTE 10  GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
has an accumulated deficit during the exploration stage of $12,677,797 at March
31, 2008 which includes a net loss of $882,995 for the three months ended March
31,  2008.  The  Company's  current  liabilities  exceed  its current assets by
$6,203,721 and the Company used cash in operations of $789,638.  These  factors
raise  substantial doubt about its ability to continue as a going concern.   In
view of  the  matters described above, recoverability of a major portion of the
recorded asset  amounts shown in the accompanying consolidated balance sheet is
dependent upon continued  operations of the company, which in turn is dependent
upon the Company's ability  to  raise  additional capital, obtain financing and
succeed in its future operations.  The financial  statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities  that  might  be necessary
should the Company be unable to continue as a going concern.

Management  has taken steps to revise its operating and financial requirements,
which it believes  are  sufficient  to  provide the Company with the ability to
continue as a going concern.  The Company  is also actively pursuing additional
funding and potential merger or acquisition  candidates and strategic partners,
which would enhance stockholders' investment.   Management  believes  that  the
above  actions  will  allow the Company to continue operations through the next
fiscal year.


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.


                                   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 2008, if at  all.   We  have sustained considerable losses
from our exploration and other activities to date.

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

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


We 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)
							-----------


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.


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

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

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




The operations of Huanghe have been reclassified as discontinued  operations in

the  accompanying  consolidated  statements  of  operations for the year  ended

December 31, 2006 and are summarized as follows:




Operating expenses			$	 (282,728)

Loss from operations			$	 (291,885)

Net loss				$	 (291,885)



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

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

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



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, 2008:


Cost					$	 18,635,328
Less: accumulated amortization			 (1,295,504)
					-------------------
Land use rights, net			$	 17,339,824
					===================


The  land use rights are amortized over fifty years of the term of leases.  The
amortization  expense  for  the three months ended March 31, 2008  and 2007 was
$97,523 and $90,047 respectively.

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

As reflected in the accompanying consolidated financial statements, the Company
has an accumulated deficit during the exploration stage of $12,677,797 at March
31, 2008 which includes a net loss of $882,995 for the three months ended March
31,  2008.  The  Company's  current  liabilities  exceed  its current assets by
$6,203,721 and the Company used cash in operations of $789,638.  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.

Theme Park Segment

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 theme park segment incurred losses of  $875,139  during  the  three  months
ended March 31, 2008 and $203,173 during the three months ended March 31, 2007.
Since the land use right was originally conveyed for a theme park business, the
theme  park segment carries the amortization costs of the land use right. These
costs were  $97,523  for  the three months ended March 31, 2008 and $90,047 for
the  three months ended March  31,  2007.  This  segment  also  incurs  imputed
interest  expense  from  loans  from  related  parties.  Total imputed interest
recorded as additional paid-in capital amounted to $57,797  and $41,342 for the
three months ended March 31, 2008 and 2007



                              PLAN OF OPERATIONS


Our efforts over the next twelve months will be directed towards completing the
licensure  process to begin the extraction operations from  the  mines  and  to
acquire the equipment and personnel necessary to commence mining operations. We
have applied  for, but not yet obtained, an additional license that will permit
the excavation  and  extraction of the parcel. We expect to obtain that license
in early 2008 and expect to commence extraction operations shortly thereafter.

To date we have financed  our  activities  from  loans  received  from  related
parties.  Until we begin to generate revenues we expect to continue to rely  on
loans from our directors and related parties. Our directors have indicated that
they will continue  to  make loans for the next twelve (12) 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 (12) months.

Our  plan  for  2008  is  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 drilling and tunnel exploration.

Specific implementation methods are as follows:

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

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

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

   -  Continue construction; and

   -  Reach scale production by the end of 2008

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

General  Condition.   The  Company  ended  the  quarter   with  cash  and  cash
equivalents of $254,214, $557,679 in other current assets and  prepayments  and
$500,572  due  from  related  companies.  There  were $256,408 in furniture and
equipment (net). The Company had $17,339,824 at the  end of the quarter in land
use  rights which represents the unamortized portion of  the  land  use  grant.
Total  assets at the end of the quarter were $22,153,749. Total assets improved
approximately $355,993, from $21,797,756 at December 31, 2007 to $22,153,749 at
March 31, 2008.  This  increase is largely due to the gain  on  translation  of
the net value of the land use rights in China from RMB to US Dollars.

The Company  liquidated  the accrued interest receivable and note receivable in
conjunction with the closing  of the acquisition. The Company had accrued notes
payable to its prior CEO, Mr. E.  H.  Hawes, II that were liquidated at closing
pursuant to an Assignment, Bill of Sale  and  Assumption  Agreement between the
Company and Mr. Hawes (the "Assignment Agreement"). The Company  had previously
assigned a Note Receivable from Daylighting, Inc. to Mr. Hawes in consideration
of  certain   advances  made  by Mr. Hawes. Under the Assignment Agreement  and
related documents Mr. Hawes released  the notes payable to him from the Company
in  exchange  for  the assignment of the Daylighting,  Inc.  note  payable  and
$170,000 in cash paid  at closing for consulting services up to the date of the
closing. Mr. Hawes further  agreed  to  liquidate payables of the Company as of
the closing date.

Total current liabilities were $7,516,186  at  March  31,  2008  and consist of
accounts payable of $2,016,452, notes payable of $573,146, due to  stockholders
of  $2,295,153,  due  to  related companies of $2,603,732, and preferred  stock
debenture of $12,700 and  preferred  stock  dividends payable of $15,003.   The
Company's  current  liabilities  increased  from  approximately  $7,044,519  at
December 31, 2007 to $7,516,186 at quarter ended March 31, 2008.  This increase
was  due  primarily  to  additional borrowings from  stockholders  and  related
parties.

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

CASH  FLOWS FROM OPERATING ACTIVITIES. Net cash used in operating activities of
$789,638   for  the  three-month  period  ended  March  31,  2008 was primarily
attributable  to a net loss of $882,995, the adjustments to reconcile  the  net
loss to net cash,  including  depreciation  expense  of   $8,918,  amortization
expense of $97,523, imputed interest expense of $57,797, and minority  interest
of $16,728.  Receivables decreased by $2,893 and payables and other liabilities
were $141,260.

CASH FLOWS FROM INVESTING ACTIVITIES. Net cash provided by investing activities
of  $188,480  for  the  three-month  period  ended March 31, 2008 was primarily
attributable to repayment of note receivable of   $133,000 and due from related
parties of $61,534.

CASH  FLOWS FROM FINANCING ACTIVITIES. Net cash of  $340,714  was  provided  by
financing activities in the three-month period ended March 31, 2008 was largely
attributable  to  an  increase  in  the amount due to stockholders  to $352,000
which was a slight decrease in amounts due to related parties of $11,286.

FINANCING. We are an exploration stage  company  and  have  not  generated  any
revenues  as  of  March 31, 2008 with $254,241 of cash and  cash equivalents on
our balance sheet. Given our current cash  usage  rate, it is likely  that  our
available  cash  on  hand will be insufficient to sustain our operations beyond
December 2008 unless we obtain the  permit for extraction and excavation of the
minerals in our land use right area.

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

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

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

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

INFLATION. Our management believes that inflation has not had a material effect
on  our results of operations, and does not expect that it will in fiscal  year
2008, except that rising oil and gas prices may materially and adversely impact
the economy generally.

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

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

RESULTS OF OPERATIONS

Comparison  of the three months ended March 31, 2008, to the three months ended
March 31, 2007.

Operating Expense

The Company recorded  an  operating  loss  of  $830,939  compared  to a loss of
$162,013   at   March   31,  2007.  The  loss  was  comprised  of  general  and
administrative costs during  the  three months ended March 31, 2008 of $78,771,
compared  to  an  operating  loss of $54,091  also  comprised  of  general  and
administrative costs for the three  months  ended  March  31,  2007.  Legal and
professional fees increased from $11,250 for the three months ended  March  31,
2007 to $645,727 for the three month period ended March 31, 2008. This increase
in  almost entirely associated with the costs of the reverse acquisition of Wah
Bon Hongkong  and  the  various counsel and consultants in the U. S., China and
Hong Kong. Depreciation increased  to  $8,918  for  the quarter ended March 31,
2008  as compared to  $6,625 for the quarter ended March  31,  2007.  Land  use
rights  amortization  increased to $97,523 for the quarter ended March 31, 2008
from $90,047 for the quarter  ended March 31, 2007. The operating loss increase
was largely associated with the expenses of the reverse acquisition and closing
that occurred on February 4, 2008.  This  largely  accounts  for  the loss from
continuing operations from $203,173 for the three months ended March  31,  2007
to $882,995 for the three months ended March 31, 2008.



Other Expenses

Other  expenses  increased from $41,160 for the quarter ended March 31, 2007 to
$68,784  for the quarter  ended  March  31, 2008. The Company incurred interest
expense of $11,421 for the three months ended  March 31, 2008, compared to none
for  the  three  months  ended March 31, 2007. Imputed  interest  expense  also
increased from $41,342 for  the  three  months ended March 31, 2007 to  $57,797
for the three months ended March 31, 2008.  The increase in interest expense is
due to additional borrowings from related and unrelated parties.

Interest Income

The Company recorded interest income of $434  for  the three months ended March
31, 2007, related to interest income on the convertible secured promissory note
with U.S. Daylighting, L.L.C., which note and interest  were  assigned  to  the
Company's former CEO, Mr. E. H. Hawes, II, at closing.

Discontinued Operations

For  the three months ended March 31, 2007 the Company disposed of a subsidiary
which  occasioned  a loss from discontinued operations of $7,867,999. There was
no such loss for the three months ended March 31, 2008.

Net Loss

The net loss for the  three  months ended March 31, 2007 $7,878,603 as compared
to a net loss of $882,995 for  the  three  months ended March 31, 2008. This is
attributable to the loss arising from the discontinued  operations  during  the
quarter  ended  March  31,  2007, despite a larger loss from operations for the
quarter ended March 31, 2008.

Other Comprehensive Income

The Company experienced an improvement  in  the  foreign  exchange  translation
gains  from $187,195 for the three months ended March 31, 2007 to $610,858  for
the three months ended March 31, 2008.

Comprehensive Loss

The comprehensive loss for the three months ended March 31, 2007 was $7,878,603
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.

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,  2008, Chen Weidong ("CEO") and by our Chief Financial Officer
for the quarter ending  March  31,  2008.  In  this  section,  we  present  the
conclusions  of our CEO based on and as of the date of the Evaluation, (i) with
respect to the  effectiveness of our Disclosure Controls, and (ii) with respect
to any change in  our  Internal  Controls  that occurred during the most recent
fiscal  quarter  that  has materially affected,  or  is  reasonably  likely  to
materially affect our Internal Controls.

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

CEO and CFO Certifications

Attached to  this  quarterly  report,  as  Exhibits  31.1 and 31.2, are certain
certifications of the CEO and CFO, which are required  in  accordance  with the
Exchange  Act  and  the Commission's rules implementing such section (the "Rule
13a-14(a)/15d-14(a) Certifications").  This  section  of  the  quarterly report
contains the information concerning the Evaluation referred to in the Rule 13a-
14(a)/15d-14(a) Certifications. This information should be read  in conjunction
with   the   Rule   13a-14(a)/15d-14(a)  Certifications  for  a  more  complete
understanding of the topic presented.

Disclosure Controls and Internal Controls

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

Limitations on the Effectiveness of Controls

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

Scope of the Evaluation

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

Among other  matters,  we  sought  in our Evaluation to determine whether there
were  any  significant deficiencies or  material  weaknesses  in  our  Internal
Controls, which  are  reasonably  likely  to  adversely  affect  our ability to
record, process, summarize and report financial information, or whether  we had
identified any acts of fraud, whether or not material, involving management  or
other  employees  who  have  a  significant role in our Internal Controls. This
information was important for both  the  Evaluation, generally, and because the
Rule 13a-14(a)/15d-14(a) Certifications, Item  5,  require that the CEO and CFO
disclose  that  information  to  our  Board  (audit  committee),   and  to  our
independent auditors, and to report on related matters in this section  of  the
quarterly   report.  In  the  professional  auditing  literature,  "significant
deficiencies"  are  referred  to  as "reportable conditions". These are control
issues that could have significant  adverse  affect  on  the ability to record,
process,  summarize  and report financial data in the financial  statements.  A
"material weakness" is  defined  in  the  auditing literature as a particularly
serious reportable condition where the internal  control  does not reduce, to a
relatively low level, the risk that misstatement cause by error  or  fraud  may
occur in amounts that would be material in relation to the financial statements
and  not be detected within a timely period by employee in the normal course of
performing their assigned functions. We also sought to deal with other controls
matters  in  the  Evaluation, and in each case, if a problem was identified; we
considered  what  revisions,   improvements   and/or  corrections  to  make  in
accordance with our ongoing procedures.
Conclusions

Based upon the Evaluation, our disclosure controls  and procedures are designed
to provide reasonable assurance of achieving our objectives.  Our  CEO  and CFO
have  concluded  that  our disclosure controls and procedures are effective  at
that reasonable assurance level to ensure that material information relating to
the  Company  is  made  known   to  management,  including  the  CEO  and  CFO,
particularly during the period when  our  periodic  reports are being prepared,
and that our Internal Controls are effective at that assurance level to provide
reasonable  assurance  that  our  financial  statements  are  fairly  presented
inconformity  with  accounting  principles  generally accepted  in  the  United
States. Additionally, there has been no change  in  our  Internal Controls that
occurred during our most recent fiscal quarter that has materially affected, or
is reasonably likely to affect, our Internal Controls.

Forward Looking Statements

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

PART II - OTHER INFORMATION

Items 1 through 5 not applicable.

ITEM 6.    EXHIBITS

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

31.1  Certification of Chief Executive  Officer  and  Chief  Financial  Officer
Under Section 302 of the Sarbanes-Oxley Act of 2002

32.1  Certification pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.




                                  SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange  Act of 1934,
the  Company  has  duly  caused  this report to be signed on its behalf by  the
undersigned, thereunto duly authorized.

              NORTH AMERICAN GAMING ANDENTERTAINMENT CORPORATION


May 20, 2008

/s/ Chen Weidong, President

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