Form 10-Q

NORTH AMERICAN GAMING & ENTERTAINMENT CORP - NAGM

Filed: August 15, 2009 (period: June 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 March 31, 2009

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

Commission File No. 000-05474

              NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION

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


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

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

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

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

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

Check whether   the  registrant  filed  all documents and reports required
to be filed by Section  12,  13  or  15  (d) of the Exchange Act after the
distribution 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:
June 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      20
ITEM 4T.CONTROLS AND PROCEDURES                                         21


PART II

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

SIGNATURES                                                              24

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






ITEM 1. FINANCIAL STATEMENTS

NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION


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



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

                                                                June 30,       December 31,
                                                                  2009             2008
        ASSETS
                                                               ----------      -----------
CURRENT ASSETS
   Cash and cash equivalents                                       68,571           23,961
   Prepaid expenses                                                42,743          115,801
   Other current assets                                           109,185          113,759
                                                               ----------      -----------
TOTAL CURRENT ASSETS                                              220,499          253,521
                                                               ----------      -----------
FURNITURE AND EQUIPMENT, NET                                      218,991          235,800
                                                               ----------      -----------
LONG TERM INVESTMENT                                              292,744          292,629
                                                               ----------      -----------
LAND USE RIGHTS                                                17,310,668       17,508,609
                                                               ----------      -----------
GOODWILL                                                        3,335,441        3,334,124
                                                               ----------      -----------
LONG TERM RECEIVABLE (related parties)                          1,768,479        1,754,586
                                                               ----------      -----------
TOTAL ASSETS                                                   23,146,822       23,379,269
                                                               ==========      ===========

        LIABILITIES AND EQUITY

CURRENT LIABILITIES
   Other payables and accrued expenses                          1,882,538        2,124,049
   Notes payable                                                  434,137          434,137
   Due to stockholders                                          2,402,996        2,396,560
   Due to related companies                                     3,916,234        3,446,160

                                                               ----------      -----------
TOTAL CURRENT LIABILITIES                                       8,635,905        8,400,906
                                                               ----------      -----------
MINORITY INTEREST                                                 495,359          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                                     24,356,050       24,208,127
   Treasury stock, 17,572,494 shares, at cost                    (489,258)        (489,258)
   Accumulated deficits during the exploration stage          (13,736,607)     (13,262,228)
   Accumulated other comprehensive income                       3,462,487        3,535,898
                                                               ----------      -----------
TOTAL EQUITY                                                   14,015,558       14,415,425
                                                               ----------      -----------
LIABILITIES AND STOCKHOLDERS' EQUITY                           23,146,822       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


                                            Six months ended June 30,                        Three months ended June 30,

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

OPERATING EXPENSES
   General and administrative expenses   	84,086         118,225        693,945            52,780            39,454
   Legal and professional fees             	57,509         672,794        506,733            46,502            27,067
   Depreciation                                 18,665          18,270         84,156             9,201             9,352
 Amortization of land use rights               204,778         198,410        968,202           102,399           100,887
                                           -----------     -----------     ----------       -----------        ----------

Total Operating Expenses                       365,038       1,007,699      2,253,036           210,882           176,760
                                           -----------     -----------     ----------       -----------        ----------

LOSS FROM OPERATIONS                          (365,038)     (1,007,699)    (2,253,036)         (210,882)         (176,760)
                                           -----------     -----------     ----------       -----------        ----------
OTHER INCOME (EXPENSES)
   Interest income                           	    77             764          4,998                50               330
   Interest expense                        	  (139)        (22,842)        (1,496)         	   (139)          (11,421)
   Imputed interest expense                   (178,406)       (145,018)      (775,693)     	(78,186)      	  (87,221)
   Other expense                                (3,197)              -        (36,347)        	 (2,926)              	-
                                           -----------     -----------     ----------       -----------        ----------

Total Other Expenses                   	      (181,665)       (167,096)      (808,538)     	(81,201)          (98,312)
                                           -----------     -----------     ----------       -----------        ----------

LOSS BEFORE MINORITY INTEREST         	      (546,703)     (1,174,795)    (3,061,574)         (292,083)      	 (275,072)

 Minority interest                        	72,324          27,576        187,533            62,642        	   10,848
                                           -----------     -----------     ----------       -----------        ----------
LOSS FROM CONTINUING OPERATIONS       	      (474,379)     (1,147,219)    (2,874,041)         (229,441)         (264,224)

Loss on disposal of subsidiary             	     -               -     (8,027,234)        	      -               	-
                                           -----------     -----------     ----------       -----------        ----------
NET LOSS                                      (474,379)     (1,147,219)   (10,901,275)         (229,441)         (264,224)

OTHER COMPREHENSIVE INCOME (LOSS)     	       (73,411)        955,649      2,162,171           (90,521)          344,791
                                           -----------     -----------     ----------       -----------        ----------
COMPREHENSIVE LOSS                     	      (547,790)       (191,570)    (8,739,104)         (319,962)           80,567
                                           ===========     ===========     ==========       ===========        ==========
NET LOSS PER SHARE
   Basic                               	       (0.0196)       (0.04335)      (0.11868)         (0.00947)      	 (0.01340)
   Diluted                                     (0.0008)       (0.00181)             -                 -          (0.00042)
Weighted average number of shares
outstanding
   during the period - basic       	    24,216,058       26,466,904    24,216,058        24,216,058        19,717,750
   during the period - diluted    	   633,216,058      633,216,058             -                 -       628,717,750



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 shareholder                         		     -          $    -                   -      $      -

Stock issued in
recapitalization                                                                               		 -             -

Imputed interest expenses on
due to stockholders and
related companies

Foreign currency
translation gain                         		-            -          $    -               	 -      $

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

Contribution by
stockholders                             		-            -     	$    -           		$      -


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

Foreign currency
translation gain                        		-            -         	$    -               -         	$


Net loss for the year
                       		----------    	---------      -------         	------		----------	--------
Balance at
June 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 for the year                                     (1,467,426)                            (1,467,426)

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

Contribution by stockholders              	  -                -                -                      -

Stock issued in recapitalization                                                                      	   -

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

Foreign currency translation gain                            (73,411)          73,411

Net loss for the year                                       (474,379)                               (474,379)

                                        -----------     ------------    -------------         	 -----------
Balance at June 30, 2009        	$24,356,050     $(13,736,607)   $   3,462,487        	 $14,015,558

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





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

                                                                         Six months ended June 30,       Accumulated
                                                                           2009             2008
                                                                        ----------      ----------       -----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                              	  (570,124)     (1,147,219)      (10,997,020)
Adjustments to reconcile net loss to net cash
 used in operating activities:
   Loss on disposal of discontinued operations                     		 -               -         8,027,234
   Stock issued for services                                           		 -          90,000                 -
   Depreciation                                                       	    18,665          18,270            84,156
   Amortization of land use rights                               	   204,778         198,410           968,202

   Imputed interest expense                                      	   178,406         145,018           775,694

   Minority interest                                                	   (72,324)              -          (187,532)

Decrease (increase) in operating assets                          	    77,700        (310,602)          126,624

Increase (decrease) in operating liabilities                   		  (242,257)        (34,667)          106,367
                                                                        ----------      ----------        ----------
Net cash used in   operating activities                          	  (405,156)     (1,040,790)       (1,096,275)
                                                                        ----------      ----------        ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Repayment of note receivable                                      		 -         133,000          (133,000)

   Purchase of furniture and equipment                            	    (2,050)         (6,054)          (51,149)

   Due from shareholder                                                		 -               -            25,584

Due from related parties                                            	   (13,196)       (543,758)       (1,438,446)
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                             	   (15,246)       (416,812)       (4,313,973)
                                                                        ----------      ----------        ----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Capital contribution by shareholders                             		 -               -           197,293

   Proceeds from notes payable                                        		 -               -           573,146

Proceeds from recapitalization                                       		 -               -           (71,372)

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

Due to stockholders                                                   	     5,487         751,968           315,127

 Due to related parties                                          	   468,568         885,942         3,390,436

Investment from minority stockholders                            		 -               -          (619,747)
                                                                        ----------      ----------        ----------
Net cash provided by financing activities                        	   474,055       1,637,910         3,303,406

                                                                        ----------      ----------        ----------
EFFECT OF EXCHANGE RATES ON CASH                                   	    (9,043)       (466,184)          109,415

                                                                        ----------      ----------        ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            	    44,610        (285,876)       (1,997,427)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                	    23,961         479,241         2,569,180

                                                                        ----------      ----------        ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                       	    68,571         193,365           571,773
                                                                        ==========      ==========        ==========


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


</TABLE>

<PAGE>		5



SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

The Company owed $2,403,312 to two  former stockholders of Chang Jiang and
a total of  $3,204,352 to seven related  parties  as of June 30, 2009, for
advances  made on an  unsecured basis, repayable on  demand  and  interest
free. Interest was imputed at a rate of 5.4% per annum on the amounts due.
As a result,  the  interest  imputed  for  the  quarter  was  $78,186 (RMB
534,321) which increased the additional paid-in capital without cash flow.

The  accompanying notes to the unaudited condensed consolidated  financial
statements are an integral part of these statements.
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 at  June  30, 2009, the results
of operations  for  the three and six month periods ended  June  30,  2009
and   2008,    and    cash   flows   for  the  three and six month periods
ended  June 30, 2009 and 2008. The results  for  the  three  and six month
periods ended June 30, 2009  are not necessarily indicative of the results
to   be  expected  for  the entire fiscal year ending December 31, 2009.

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


NOTE 2   ORGANIZATION

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

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

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

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

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

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

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

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

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

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

<PAGE>		6

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 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 June 30, 2009.

NOTE 3    PRINCIPLES OF CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements  as
of  June  30, 2009  and  2008  include the unaudited financial  statements
of  North American,  its  100%  owned   subsidiary  Wah  Bon,  100%  owned
subsidiary Tai  Ping Yang, 97.2% owned subsidiary Chang Jiang   and    60%
owned   subsidiary  Dongfang Mining.   The   minority interests  represent
the  minority  shareholders'   2.8%  and  40%  share   of the  results  of
Chang  Jiang  and   Dongfang   Mining, respectively.

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


<PAGE>		7

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 June 30, 2009, the contract
was not implemented before  the  end  of  June  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 June
30, 2009 is $323,018, which is supposed to be paid in full during the next
six months ending December 31,2009.

(B)Operating lease commitments.

The  prior  headquarters,  formerly  located in the 5th floor of High-Tech
Mansion,  Gaoxin  Road,High-Tech  Zone,Xi'An,   had   a  rental  lease  of
approximately $3,500 (RMB25,000) per month, from June,  2006  to  January,
2009.   The  new   headquarters  office  is removed to the Xinhui Mansion,
Gaoxin  Road,  High-Tech  Zone,  Xi'An,PRC  with  the  rental  lease  from
February, 2009 to January, 2011 at a rental rate  of approximately $10,975
(RMB75,000)per year.

The rental expense of headquarters for the six months  ended  June 30,2009
and 2008 was $8,073 and $17,781, respectively.

For  the  next six months of 2009 and the whole year of 2010, the  Company
has  outstanding   commitments   of   approximately  $5,488  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.  According
to the management,  the  preferred  shares conversion shall go into effect
next quarter.

There are no preferred dividends in arrears as of June 30, 2009.

No called or redeemed conditions prescribed for the preferred stock.

NOTE 6    RELATED PARTY TRANSACTIONS

The related parties owed the Company $1,768,479 as of June 30, 2009, which
consisted of six related companies  and   three   related   persons,  each
owing   the Company amounts totaling $1,380,593 and $387,886 respectively,
for advances made  on an unsecured basis, repayable on demand and interest
free.

The Company  owed  $2,402,996 to two former stockholders of Chang Jiang as
of June 30, 2009, for  advances  made  on an unsecured basis, repayable on
demand and interest free.  Interest was  imputed  at  a  rate  of 5.4% per
annum on the amounts due.

The Company  owed a total of $3,916,234 to ten related parties as  of June
30,    2009.   This consisted of seven related companies and three related
person, each  of  whom  owed  the  Company amounts totaling $2,373,077 and
$1,543,157,  respectively,   for  the  advances  that   were  made  on  an
unsecured  basis,  repayable  on  demand and  interest free.  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 made on an unsecured basis, repayable
on demand and interest  free.   Interest  was  imputed at a rate of 7% per
annum on the amounts due.


<PAGE>		8


The  Company   owed  a total of $3,446,160 to six related  parties  as  of
December  31,   2008.   This  consisted  of five related companies and one
related person, each of whom owed the Company  amounts totaling $2,086,486
and $1,359,674, respectively,  for the advances  that   were  made  on  an
unsecured   basis,   repayable   on  demand and  interest free.   Interest
was imputed at a rate of 7% per annum  on  the  amount  due. Total imputed
interest recorded as additional paid-in capital amounted  to  $178,406 and
$169,286 for the six months ended June 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  six months  ended  June  30,  2009  and  2008,  100%  of  the
Company's business and assets were located in the PRC.


NOTE 9    RECENT ACCOUNTING PRONOUNCEMENTS

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments  and  Hedging  Activities-an  amendment  of FASB Statement No.
133".  SFAS  No.  161  gives financial statement users better  information
about  the  reporting  entity's   hedges   by  providing  for  qualitative
disclosures  about the objectives and strategies  for  using  derivatives,
quantitative data  about  the  fair  value  of  and  gains  and  losses on
derivative   contracts,  and  details  of  credit-risk-related  contingent
features  in their  hedged  positions.  SFAS  No.  161  is  effective  for
financial statements  issued for fiscal years beginning after November 15,
2008 and interim periods  within  those years. The Company does not expect
the adoption of SFAS No. 161 to have  a  material  effect on the condensed
consolidated financial statements.

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

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

In  April 2009,  the  FASB released FSP FAS 157-4, "Determining Fair Value
When the Volume and Level  of  Activity  for  the  Asset or Liability Have
Significantly  Decreased  and  Identifying  Transactions   That   Are  Not
Orderly."  This position provides additional guidance for estimating  fair
value in accordance with SFAS No. 157, "Fair Value Measurements," when the
volume and level of activity for the asset or liability have significantly
decreased as well as identifying circumstances that indicate a transaction
is not orderly.  The  Company  does  not  expect  the  standard  to have a
material impact on the condensed consolidated financial statements.

In April 2009, the FASB released FSP FAS 115-2 and FAS 124-2, "Recognition
and  Presentation  of Other-Than-Temporary Impairments," which is intended
to provide greater clarity  to  investors  about  the credit and noncredit
component  of an other than temporary impairment charge  ("OTTI")  and  to
more effectively  communicate  when  an  OTTI event has occurred. This FSP
applies to debt securities and requires that  the  total OTTI be presented
in the consolidated statement of income with an offset  for  the amount of
impairment   that   is   the   noncredit  component  recognized  in  other
comprehensive income. Noncredit  component  losses  are  to be recorded in
other comprehensive income if an investor can assess that it does not have
the intent to sell the security or it is more likely than not that it will
not have to sell the security prior to its anticipated recovery.  Also  in
accordance  with  FSP  FAS  115-2  and  124-2,  prior  periods'  noncredit
component  other  than  temporary  impairment charges are reclassified  as
additions  to  retained  earnings  and  reductions  in  accumulated  other
comprehensive income. The Company does not  expect  the standard to have a
material impact on the condensed consolidated financial statements.

In  May 2009, the FASB released 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  June 30,  2009,  we  reviewed events occurring
through the filing date of this document.


<PAGE>		9


In June 2009, the FASB released 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  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.

In  June  2009,  the  FASB released SFAS No.  168,  "The  FASB  Accounting
Standards Codification  and the Hierarchy of Generally Accepted Accounting
Principles."  This document  replaces  SFAS  No.  162  "The  Hierarchy  of
Generally  Accepted Accounting Principles".  This statement identifies and
organizes the  sources  of  accounting  principles  and  the framework for
selecting the accounting principles used in the preparation  of  financial
statements  of  non-governmental entities that are presented in conformity
with generally accepted  accounting  principles in the United States. SFAS
No. 168 is effective for interim and annual periods ending after September
15, 2009.  The Company does not expect the implementation of this guidance
to  have  a  material  impact  on  the  condensed  consolidated  financial
statements.

NOTE 10  GOING CONCERN

As reflected in the accompanying consolidated  financial  statements,  the
Company  has  an  accumulated  deficit  during  the  exploration  stage of
$13,736,607  at   June 30, 2009 which includes a net loss of $474,379  for
the six months ended   June  30,  2009. The Company's current  liabilities
exceed    its  current  assets  by  $8,415,406.   These    factors   raise
substantial   doubt   about  its   ability   to  continue   as   a   going
concern.   In  view  of  the  matters  described  above, recoverability of
a major  portion of the recorded  asset  amounts shown in the accompanying
consolidated    balance    sheet   is    dependent     upon      continued
operations of  the  company,  which  in  turn   is   dependent  upon   the
Company's  ability  to  raise  additional  capital,  obtain  financing and
succeed  in  its  future  operations.  The financial   statements  do  not
include any adjustments relating to the recoverability and  classification
of recorded asset amounts or  amounts  and  classification  of liabilities
that  might  be  necessary should the Company be unable to continue  as  a
going concern.

Management  has  taken  steps  to   revise  its  operating  and  financial
requirements, which it believes  are  sufficient  to  provide the  Company
with  the  ability  to  continue as a going concern.  The Company  is also
actively pursuing additional  funding  and potential merger or acquisition
candidates  and  strategic  partners, which  would  enhance  stockholders'
investment.   Management  believes   that  the above  actions  will  allow
the Company to continue operations through the 2009 fiscal year.

The  Company  has  successfully  replaced   the   old  license  of  mining
exploration with a new one, whose exploration period  ranges  from Jan 1st
2009 to Jan 1st 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. Shanxi  had  no  income for  the six months ended
June 30,2009 and since the expense was not  material,  no  adjustment  has
been  made.   As  of  June  30,  2009,  the balance of this investment was
$292,744.

<PAGE>		10


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


         CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

                       Forward Looking Statements

We  make  certain  forward-looking  statements in  this report. Statements
that  are   not  historical  facts  included   in   this   Form   8-K  are
"forward-looking   statements"   within  the  meaning   of   the   Private
Securities Litigation  Reform  Act   of   1995  that   involve   risks and
uncertainties that  could  cause  actual results to  differ from projected
results.  Such  statements  address  activities,  events  or  developments
that     the     Company    expects,   believes,  projects,   intends   or
anticipates will or  may  occur,   including    such    matters  as future
capital,      debt     restructuring,     pending    legal    proceedings,
business strategies,  expansion   and  growth of the Company's operations,
and  cash flow. Factors  that could  cause  actual   results   to   differ
materially   ("Cautionary  Disclosures")   are  described  throughout this
Form   8-K.   Cautionary  Disclosures  include,       among        others:
general      economic   conditions  in China and elsewhere, the  Company's
ability  to  license, extract, refine  and  sell minerals   and   precious
metals  through  our intended   operations  in  China, the   strength  and
financial   resources   of   the   Company's   competitors,  environmental
and governmental regulation,  labor relations,  availability and  cost  of
employees,   material      and      equipment,   regulatory   developments
and     compliance,  fluctuations   in   currency    exchange   rates  and
legal  proceedings.    Statements  concerning  our   future    operations,
prospects,   strategies,     financial    condition,    future    economic
performance   (including  growth  and  earnings),    demand     for    our
services,   and   other   statements   of  our    plans,    beliefs,    or
expectations,    including      the      statements  contained  under  the
captions  "Risk  Factors," "Management's Discussion  and Analysis  or Plan
of  Operation,"  "Description of Business," as well as captions  elsewhere
in   this  document,  are  forward-looking statements. In some cases these
statements  are    identifiable   through   the   use  of  words  such  as
"anticipate,"   "believe,"  "estimate,"    "expect,"   "intend,"   "plan,"
"project,"   "target,"    "can,""could,"    "may,"   "should,"     "will,"
"would,"   and  similar  expressions.    We  intend  such  forward-looking
statements  to  be   covered   by   the  safe       harbor      provisions
contained        in        Section 27A  of the Securities Act of 1933,  as
amended   (the  "Securities  Act") and in Section 21E  of  the  Securities
Exchange   Act   of    1934,  as   amended   (the  "Exchange  Act").   All
written  and   oral forward-looking  statements   attributable     to  the
Company     are    expressly  qualified   in   their   entirety   by   the
Cautionary  Disclosures.    The    Company  disclaims   any  obligation to
update or revise any forward-looking statement   to  reflect   events   or
circumstances  occurring   hereafter   or   to   reflect   the  occurrence
of  anticipated  or unanticipated events.

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


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

   -     legislative and regulatory changes that affect our business;

   -     the availability of funds and working capital;

   -     the actions and initiatives of current and potential competitors;

   -     investor sentiment; and

   -     our reputation.


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

The following discussion  and  analysis   should   be  read in conjunction
with our consolidated financial statements and the related  notes  thereto
as filed with the SEC and other financial information contained  elsewhere
in this Form 8-K.



<PAGE>		11

                               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
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
                                                ------------------



<PAGE>		12


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  year   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 are 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 are  rebounding.  We  cannot concluded
that there was no impairment to the carrying value of the goodwill in this
reporting period.


On  March  22,  2007,  the Company entered  into  an  agreement   with   a
principal stockholder  of   the   Company   to   exchange   the  Company's
92.93% interest in Shanxi Huanghe 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 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 Shanxi 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
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.


<PAGE>		13


The following is a summary of land use rights at June 30, 2009:


Cost                                    $     19,154,408
Less: accumulated amortization                (1,843,740)
                                        ----------------
Land use rights, net                    $     17,310,668
                                        ================


The   land  use  rights are amortized over fifty  years  of  the  term  of
leases. The amortization  expense  for  the six months ended June 30, 2009
and 2008 was $204,778 and $198,410, 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 six 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
six 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 six  months.

Our  plan   over  the next six 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;

    -   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.

<PAGE>		14

LIQUIDITY AND CAPITAL RESOURCES

GENERAL. Overall, we had an increase in net loss of $ 474,379 for  the six
months ended June  30, 2009. During the six months ended June 30, 2009, we
had net cash  used in operating activities of $405,156, net  cash used  in
investing activities  of  $ 15,246  and  net  cash  provided  by financing
activities of $ 474,055. At June 30, 2009, our cash
balance  was  $68,571,  as   compared  to $ 23,961 at the end of  December
2008.  This was an
increase of $ 44,610, or approximately 186%.

        CASH  FLOWS   FROM  OPERATING  ACTIVITIES.  Net   cash   used   in
operating activities  of   $405,156  for  the  six  months  ended June 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  $18,665,
amortization   of   land   use   rights   of   $204,778,  imputed interest
expense   of  $178,406,  adjustment  for  minority interests of  $72,324,a
decrease in current assets and prepayments  of  $77,700 and an decrease in
current liability of $242,257.

        CASH   FLOWS FROM  INVESTING  ACTIVITIES.   Net   cash   used   in
investing activities  of  $15,246  for  the six months ended June 31, 2009
was primarily attributable to the $13,196 from related parties.

        CASH FLOWS FROM  FINANCING  ACTIVITIES.  Net  cash  of  $  474,055
provided  by  financing activities in  the  six months ended June 30, 2009
was  primarily due  to  the  $5,487  and  $468,568  increases  of  due  to
shareholder and due to  related parties, respectively

        FINANCING.  We  have  not generated any revenues  as  of  June 30,
2009 and so are considered an exploration  stage  company.  We  ended June
2009  with $68,571 of  cash  and  equivalents on our balance sheet.  Given
our current
cash  usage  rate,  a risk exists  that our available cash on hand and the
cash   we anticipate generating   from  operating   activities   will   be
insufficient   to   sustain  our operations.   Our auditors have expressed
substantial concern as to our ability to continue as a going concern.

       We have historically  been able to issue shares, preferred stock or
stock options to pay  for  certain   operating  expenses.  We believe that
our  pro-forma  working  capital on hand as of the  date  of this  report,
along  with  our ability to  raise  capital  and  meet  certain  operating
expense   obligations    through   the  issuance   of   stock   or   stock
equivalents, will provide  us  with  the capital we need  through year end
2009.  In  addition,  our  directors   have   indicated  a willingness  to
make  loans  to  the  Company  to  cover expenses, although  there  is  no
assurance that  they  will  do  so.   However, we believe that our ability
to operate beyond the end of 2009 will  require   us  to  raise additional
capital,  of which there can be no assurance. We are, therefore,  actively
seeking additional  debt  or  equity  financing  until we become cash flow
positive.

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

        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   six    months  ended   June  31,  2009, to the six
months ended June 31, 2008.



<PAGE>		15

Operating Expense

The  Company  recorded   an   operating  loss  of  $474,379  for  the  six
months ended June 30, 2009 compared   to  a loss of $1,147,219 for the six
months ended June   30,  2008.  The  loss  was  comprised  of  general and
administrative costs of $84,086  during    the   six   months  ended  June
30, 2009,  compared   to   general  and administrative costs  of  $118,225
for  the six   months ended June 30, 2008.  Legal  and  professional  fees
decreased  to  $57,509  for  the  six months  ended  June 30, 2009,  which
was the costs of the audit.  Depreciation was $18,665  for  the six months
ended   June   30, 2009 as  compared to  $ 18,270 for the six months ended
June  30,  2008.  Land  use  rights  amortization was $204,778 for the six
months ended June 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 $167,096 for  the  six  months  ended  June
30, 2008   to    $181,665  for the six months ended June  30,  2009.   The
Company incurred interest   expense   of  $139  for  the  six months ended
June  31, 2009, compared to $22,842 for  the  six  months  ended  June 30,
2008. Imputed interest expense   increased  from  $  145,018 for  the  six
months  ended  June 30,2008 to  $178,406 for the six months ended June 30,
2009.  The  increase    in  interest    expense    is  due  to  additional
borrowings  from  related  and  unrelated  parties.  The  Company recorded
interest  income  of  $77  for  the six  months  ended June 30, 2009.


Net Loss
The  net  loss  for  the  six  months ended June 30, 2009 was $474,379  as
compared to  a  net  loss  of  $1,147,219   for   the   six  months  ended
June   30,  2008. The decrease of loss for the six months ended  June  30,
2009 mainly came from the decrease of $615,285 in legal  and  professional
fees compared with the quarter ended June 30, 2008.

Other Comprehensive Income

The exchange  rate was stable during the first half year of 2009, and only
$73,410 of  foreign  exchange  loss was recorded in the book for the first
half year. We  converted  the report  in  RMB   to  that   in  USD  by the
exchange rate at June 30, 2009 (i.e. 6.8319 for the balance sheet) and  by
average   exchange  rate  of  Quarter  1  &  2  (i.e. 6.834 for the income
statement).

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

Comprehensive Loss

The   comprehensive loss for the  six   months   ended    June   30,  2009
was $73,411   as  compared   to   a  comprehensive  gain  of $ 955,649 for
the six months  ended June 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 June  30 , 2009, Chen  Weidong
("CEO")  and by our Chief Financial Officer for the  quarter  ending  June
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.



<PAGE>		16


CEO and CFO Certifications

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

Disclosure Controls and Internal Controls

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

Limitations on the Effectiveness of Controls

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

Scope of the Evaluation

The CEO and CFO's evaluation of our  Disclosure  Controls   and   Internal
Controls  included  a  review  of  the  controls'  (i)  objectives,   (ii)
design,  (iii)  implementation,  and  (iv)  the  effect  of  the  controls
on  the information  generated   for  use in this quarterly report. In the
course of the  Evaluation, the CEO  and  CFO  sought   to   identify  data
errors,  control  problems, acts of fraud, and they sought to confirm that
appropriate corrective action, including process improvements,  was  being
undertaken.  This type of evaluation  is done on a quarterly basis so that
the conclusions  concerning  the  effectiveness  of  our controls  can  be
reported  in our quarterly reports  on  Form 10-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.



<PAGE>		17


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.






<PAGE>		18




                                  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


August 15, 2009

/s/ Chen Weidong, President

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