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 June 30, 2008

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

Commission File No. 000-05474

              NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION

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


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

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



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

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

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

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

                     APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of  each  of  the  issuer's  classes  of
common  equity,  as  of  the latest practicable date: June 30, 2008: 33,216,058
Transitional Small Business Disclosure Format (check one)   Yes [ ] No [X]



                                  Table of Contents

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


PART I

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


PART II

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

SIGNATURES								16

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











ITEM 1.	FINANCIAL STATEMENTS

NORTH AMERICAN GAMING AND ENTERTAINMENT
  CORPORATION


<TABLE>
<CAPTION>

<S>			<C>			<C>

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


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

CURRENT ASSETS
   Cash and cash equivalents			          	   193,365 	           479,241
   Notes receivable				                    	 -   	           133,000
   Other current asset and prepayment 			           843,186 	           532,584
   Due from related companies			       		 1,084,722 	           540,964
								----------		----------
TOTAL CURRENT ASSETS				       		 2,121,273 	         1,685,789
								----------		----------
FURNITURE AND EQUIPMENT NET				           253,413 	           252,941
								----------		----------
LAND USE RIGHT					     		17,650,117 	        16,743,482
								----------		----------
GOODWILL						       	 3,322,214 	         3,115,544
								----------		----------
TOTAL ASSETS					     		23,347,017 	        21,797,756
								==========		==========

	LIABILITY AND SHAREHOLDER'S EQUITY

CURRENT LIABILITY
   Other payable and accrual expense			       	 2,039,893 	         2,074,561
   Notes payable				          	   573,146 	           573,146
   Due to stockholder				       		 2,610,185 	         1,858,217
   Due to related company				       	 3,396,834 	         2,510,892
   Preferred stock debeture				            12,700 	            12,700
   Preferred stock dividend payable			            15,003 	            15,003
								----------		----------
TOTAL CURRENT LIABILITY				       		 8,647,761 	         7,044,519
								----------		----------
COMMITMENT AND CONTIGENCY				                 -
								----------		----------
MINORITY  INTEREST					           637,233 	           619,747
								----------		----------
STOCKHOLDERS' EQUITITY
   Series C convertible preferred stock ($0.001 per value)
     10,000,000 shares authorized, 500,000 share issued	             5,000 	             5,000
     and oustanding as of June 30, 2008
   Common stock($0.01 per value,100,000,000 shares authorized,
     50,788,552 shares issued, 33,216,058 shares outstanding	   507,886 	           417,886
     as of June 30, 2008; and 41,788,552 shares issued,
     24,216,058 outstanding as of December 31, 2007)
   Additional paid-in capital				     	23,553,781 	        23,523,678
								----------		----------
   Treasury stock, 17,572,494 shares, at cost		          (489,258)	          (489,258)
								----------		----------
   Accumulated deficits during the exploration stage 	       (12,942,021)	       (11,794,802)
								----------		----------
   Accumulated other comprehensive income 		       	 3,426,635 	         2,470,986
								----------		----------
TOTAL STOCKHOLDERS' EQUITY				     	14,062,023 	        14,133,490
								----------		----------
LIABILITIES AND STOCKHOLDERS' EQUITY			     	23,347,017 	        21,797,756
								==========		==========


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


</TABLE>

<PAGE>	1

<TABLE>
<CAPTION>

<S>			<C>			<C>

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


					   Six months ended June		   Three months ended June
					    2008	    2007		    2008	    2007
					-----------	-----------		-----------	-----------

OPERATING EXPENSES
   General and administrative expenses	    118,225 	     77,734		     39,454 	     35,688
   Legal and professional fee	            672,794 		                     27,067
   Depreciation		              	     18,270 		                      9,352
   Amortization of Land use right	    198,410 		                    100,887
					-----------	-----------		-----------	-----------
Total Operating Expenses	       	  1,007,699 	     77,734 	            176,760 	     35,688
					-----------	-----------		-----------	-----------
LOSS FROM OPERATIONS		      	 (1,007,699)	    (77,734)	           (176,760)	    (35,688)
					-----------	-----------		-----------	-----------
OTHER INCOME (EXPENSES)
   Interest income		                764 	      5,985 	                330 	      2,992
   Interest expenses		            (22,842)	    (21,361)	            (11,421)	    (10,987)
   Imputed interest expenses	           (145,018)	    			    (87,221)
					-----------	-----------		-----------	-----------
Total Other Expenses		           (167,096)	    (15,376)	             98,312 	     (7,995)
					-----------	-----------		-----------	-----------
LOSS
BEFORE MINORITY INTEREST	         (1,174,795)	    (93,110)	           (275,072)	    (43,683)
   Minority interests		             27,576 		                     10,848
					-----------	-----------		-----------	-----------
NET LOSS			         (1,147,219)	    (93,110)	           (264,224)	    (43,683)
					-----------	-----------		-----------	-----------
OTHER COMPREHENSIVE INCOME	            955,649 	   			    344,791 	          -
					-----------	-----------		-----------	-----------
COMPREHENSIVE LOSS		           (191,570)	    (93,110)	             80,567 	    (43,683)
NET LOSS PER SHARE
   Basic		          	   (0.04335)	  	                    (0.0134)
   Diluted		          	   (0.00181)	    (0.0002)	            (0.0004)	    (0.0001)
Weighted average number of shares
outstanding
   during the period - basic 	      	 26,466,904 		  0	       	 19,717,750 		  0
   during the period - diluted	     	635,466,904	609,000,000		628,717,750	609,000,000



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


</TABLE>


<PAGE>	2

<TABLE>
<CAPTION>

<S>			<C>			<C>

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

								       Six months ended June 30,
									   2008		  2007
								       ----------	-------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss						     	       (1,147,219)	(93,110)
Adjusted to reconcile net loss to net cash (used in)
provided by operating activities:
   Loss on disposal of discontinued operations
								       ----------	-------
   Stock issued for services			            		   90,000
   Depreciation				            			   18,270 	    764
								       ----------	-------
   Amortization of land use rights			          	  198,410
								       ----------	-------
   Imputed interest expenses			          		  145,018
   Changes in operating assets and liabilities (Increase) decrease in: 	        -
   Other current assests and prepayments 			         (310,602)	 (5,985)
   Other payables and accrued expense			          	  (34,667)	 22,162
								       ----------	-------
Net cash (used in) provided by operating activities		       (1,040,791)	 16,941
								       ----------	-------
CASH FLOWS FROM INVESTING ACTIVITIES
   Repayment of note receivable			          		  133,000
   Purchase of furniture and equipment			            	   (6,054)
   Due from related parties				        	 (543,758)
								       ----------	-------
Net cash provided by (used in) investing activities			 (416,812)	      -
								       ----------	-------
CASH FLOWS FROM FINANCING ACTIVITIES
   Due to stockholders				          		  751,968
   Due to related parties				          	  885,942
   Repayment of note payables				     		   75,500
								       ----------	-------
Net cash provided by financing activities				1,637,910 	 75,500
								       ----------	-------
EFFECT OF EXCHANGE RATES ON CASH			        	 (466,183)
NET DECREASE IN CASH AND CASH EQUIVALENTS			         (285,876)	   (669)
CAHS AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		          479,241 	    784
CAHS AND CASH EQUIVALENTS AT END OF PERIOD		          	  193,365 	    115
								       ==========	=======

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


</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

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

No  addition  or  disposal  of Land-use value for the six months ended June 30,
2008, which means  the balances are both RMB130,860,100 at the end of December,
2007 and  June, 2008.  The  increase  of  USD 1,186,844 (19,078,451-17,891,607=
1,186,844) represents the  exchange  gain  during  the  first  half  year.  The
goodwill of RMB 22,787,401 represents the difference between investment of  the
Dongfeng  booked  by  Changjian  and the equity of Dongfeng. The Balance is the
same for the end of  December  2007 and June 2008 in RMB. And the  increase  of
USD206,670(3,322,214-3,115,544=206,670) was the Exchange gain of the first half
year.


<PAGE>	3


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

NOTE 1   BASIS OF PRESENTATION

       The  accompanying  unaudited condensed consolidated financial statements
       have been prepared in  accordance  with  accounting principles generally
       accepted   in   the 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 June 30, 2008, the results of operations  for  the
       six months ended June 30, 2008 and 2007  and  cash  flows  for  the  six
       months  ended  June 30, 2008 and 2007. The results for  the  six  months
       ended June 30, 2008 are not necessarily indicative of the results to  be
       expected for the entire fiscal year ending December 31, 2008.

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


NOTE 2   ORGANIZATION

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

<PAGE>	4

In August 2005, Chang Jiang contributed a piece of land valued at $7,928,532 in
lieu of cash to the registered capital of 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
June 30,  2008  and  2007  include the unaudited financial statements of  North
American, 100% owned  subsidiary Wah Bon, 100% owned subsidiary Tai  Ping Yang,
97.2% owned subsidiary  Chang  Jiang  and  58.32%  owned  subsidiary   Dongfang
Mining.  The  minority  interests  represent  the  minority shareholders'  2.8%
and  41.68%  share  of  the  results  of  Chang  Jiang  and   Dongfang   Mining
respectively.

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

<PAGE>	5

NOTE 4    COMMITMENTS AND CONTINGENCIES

Commitments

The  Company  leases  office   space  from  a  third  party under  an operating
lease  which  expired  on  May  31, 2008  at a monthly rental of $3,484. No new
lease has been signed.

NOTE 5    STOCKHOLDERS' EQUITY

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

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


NOTE 6    RELATED PARTY TRANSACTIONS

The related companies owed  the Company $1,084,722  as  of  June  30,  2008 for
advances made on an unsecured basis, repayable on demand and  interest free.

The  Company  owed  $2,301,432 to two former stockholders of  Chang  Jiang  and
$899,975 to zhang hongjunas as of June  30,  2008  for  advances  made  to  the
Company  on  an  unsecured basis,repayable on demand and interest free. Imputed
interest is charged at  7% per annum on the amounts due.

The Company owed  $1,813,729 to five related companies as of June 30, 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
$169,286  for  the  six  months  ended  June 30, 2008.

NOTE 7   SEGMENTS REPORTING

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

NOTE 8   CONCENTRATIONS AND RISKS

During  the  six  months  ended  June  30, 2008 and 2007, 100% of the Company's
businesses and assets were located in China.

<PAGE>	6

NOTE 9    RECENT ACCOUNTING PRONOUNCEMENTS


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

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

NOTE 10  GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
has an accumulated deficit during the exploration stage of $12,942,021 at  June
30, 2008 which includes a net loss of $264,224 for the three months ended  June
30,  2008.  The  Company's  current  liabilities  exceed  its current assets by
$6,526,489. These  factorsraise 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.

<PAGE>	7


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>	8


                                   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.

<PAGE>	9

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


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

In   accordance  with  SFAS   No.  142 "Goodwill and other intangible  assets",
goodwill  is  not  amortized  but  is  tested   for   impairment.  The  Company
performed an assessment on goodwill arising from 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)
                                                        =============

<PAGE>	10

We have land use rights for a 67.82 sq.km parcel in  the  Jiao Shan Zhai Mining
Area, located in Xunyang County in the Shaanxi Province of China.  Our land use
rights  are  amortized  over  fifty years of the term of the leases.   We  have
performed  tests  on the site but  we  have  not  begun  mining  activity.   We
originally planned  to  construct  a theme park business on the parcel but have
delayed those plans while we direct  our resources on the mining opportunities.
Therefore  most  of  our assets are recorded  in  the  theme  park  segment  of
financial statements although  this  is  no  longer  the  primary  focus of the
Company.

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


Cost                                    $     19,078,450.52
Less: accumulated amortization                (1,428,333.19)
                                        -------------------
Land use rights, net                    $     17,650,117.33
                                        ===================


The  land use rights are amortized over fifty years of the term of leases.  The
amortization  expense  for  the three months ended June 30, 2008  and 2007  was
$100,887 and zero respectively.

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


                              PLAN OF OPERATIONS


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

To date we have financed  our  activities  from  loans  received  from  related
parties. Until we begin to generate revenues we expect to continue to  rely  on
loans from our directors and related parties. Our directors have indicated that
they will continue  to  make loans for the next 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  over the next twelve months  is:   1.  to  obtain  the  gold  mining
license   and then  to  obtain the lead & zinc  mining  license; 2. to   finish
reconnaissance and  evaluation and begin prospecting  the  known ore bodies and
controlling the trench   exploration.  We intend to stress  deep  drilling  and
tunnel exploration validation.  We hope this will allow us to enlarge  the  ore
body scale and prove up the anomalous regions.  We  expect  to  accomplish this
primarily with Specific implementation methods which are as follows:

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

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

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

   -  Continue construction.

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

<PAGE>	11

LIQUIDITY AND CAPITAL RESOURCES

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

General  Condition.   The  Company  ended  the  quarter   with  cash  and  cash
equivalents of $193,365, $843,186 in other current assets and  prepayments  and
$1,084,722 due  from  related  companies.  There were $253,412 in furniture and
equipment (net). The Company had $17,650,117 at the  end of the quarter in land
use  rights which represents the unamortized portion of  the  land  use  grant.
Total  assets at the end of the quarter were $23,347,017. Total assets improved
approximately $1,549,261 from $21,797,756 at December 31, 2007  to  $23,347,017
at June 30, 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 $8,647,762  at  June  30, 2008  and  consist  of
note payable of $573,146, other payable  of  $2,039,894,  due  to  stockholders
of  $2,610,185,  due  to  related companies of $3,396,834, 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 $8,647,762 at quarter ended June 30, 2008.  This  increase
was  due  primarily  to  additional borrowings from  stockholders  and  related
parties.

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

CASH  FLOWS FROM OPERATING ACTIVITIES. Net cash used in operating activities of
$1,040,791   for  the  six-month  period  ended  June  30,  2008 was  primarily
attributable  to a net loss of $1,147,219 the adjustments to reconcile  the net
loss to net cash,  including  depreciation  expense  of  $18,270,  amortization
expense of $198,410, imputed interest expense  of $145,018, payables and  other
liabilities were $34,667.

CASH FLOWS FROM INVESTING ACTIVITIES. Net cash provided by investing activities
of  $416,812  for  the  six-month  period  ended June 30,  2008  was  primarily
attributable to due from related parties of $543,758.

CASH  FLOWS FROM FINANCING ACTIVITIES. Net cash of  $1,637,910 was  provided by
financing activities in the three-month period ended June 30, 2008 was  largely
attributable  to  an  increase  in  the amount due to stockholders  to $751,968
and amounts due to related parties of $885,942.

FINANCING. We are an exploration stage  company  and  have  not  generated  any
revenues  as  of  June 30, 2008 with $193,365 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.

<PAGE>	12

We have financed the Company from loans and advances from  stockholders and our
Board of Directors has indicated that they will continue to  fund  the  Company
during  its  exploration  stage.  We  have no assurance that these persons will
agree  to do so or be financially able to  do  so  when  the  need  arises.  We
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  six  months  ended  June 30, 2008, to the six months ended
June 30, 2007.

Operating Expense

The Company recorded  an  operating  loss  of  $1,174,795  compared  to  a loss
of $93,110   at   June   30,  2007.  The  loss  was  comprised  of  general and
administrative costs of $118,225 during  the  six months ended June  30,  2008,
compared  to  an  operating  loss of $93,110  also  comprised  of  general  and
administrative costs of $77,734 for the six  months ended June 30,  2007. Legal
and professional fees increased to $672,794 for the six months  ended  June 30,
2008, which was the costs of reverse  acquisition  of   Wah  Bon  Hongkong  and
the various counsel  and  consultants  in  the  U. S.,  China  and  Hong  Kong.
Depreciation   increased   to  $9,352  for  the  quarter  ended  June  30, 2008
as compared to  zero for the quarter  ended  June  30,  2007.  Land  use rights
amortization increased to $198,410 for the quarter ended June 30. The operating
loss  Increase  was  largely  associated  with  the  expenses  of  the  reverse
acquisition  and  Closing  that  occurred  on  February  4, 2008.  This largely
accounts for the loss From continuing  operations  from  $93,110  for  the  six
months  ended  June  30, 2007  to  $1,174,795 for the six months ended June 30,
2008.


Other Expenses

Other  expenses  increased from $15,376 for the six months ended June  30, 2007
to  $167,096 for the six months ended June  30,  2008.   The  Company  incurred
interest  expense of $22,842 for the six months ended  June  30, 2008, compared
to $21,361 for  the  six  months  ended June 30, 2007. Imputed interest expense
also  increased from none for  the  six  months ended June 30,2007 to  $145,018
for the six months ended June 30, 2008. The increase  in  interest  expense  is
due to additional borrowings from related and unrelated parties.

<PAGE>	13

Interest Income

The Company recorded interest income of $764  for  the six  months  ended  June
30, 2008, related to interest income on the convertible secured promissory note
with U.S. Daylighting, L.L.C., which note and interest  were  assigned  to  the
Company's former CEO, Mr. E. H. Hawes, II, at closing.

Discontinued Operations

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

Net Loss

The net loss for the six  months ended June 30, 2008 was $1,147,219 as compared
to  a  net  loss  of  $93,110  for  the  six  months  ended  June 30, 2007. The
increase of loss mainly came from the $672,794 of legal  and  professional  fee
incurred during the first half year of 2008.

Other Comprehensive Income

The Company experienced  an improvement  in  the  foreign  exchange  translation
gains  from none for  the six  months  ended  June  30,  2007  to  $955,649  for
the six months ended June 30, 2008. We translated the Report in RMB  to that  in
USD by exchange rate of June,30,i.e. 6.8591 for B/S except the capital items, by
average  exchange rate of Quarter 2,i.e. 6.9364 for P/L items. The exchange rate
for  the  capital  and  reserve  items  is  that of the day when the capital and
reserve occurred.  And the loss for current period in B/S directly came from the
P/L  in  USD. As a result, the  difference  after  the  translation  in  B/S was
concluded as foreign exchange translation Gains in B/S.

Comprehensive Loss

The comprehensive loss fo the  six  months  ended  June 30,  2007  was  $93,110
as compared  to  a  comprehensive  loss  of $191,570 for the six  months  ended
June 30, 2008.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.


CONTROLS AND PROCEDURES

Quarterly Evaluation of Controls

As of the end of the period covered by this quarterly report on Form 10-QSB, we
evaluated the effectiveness of the design  and  operation of (i) our disclosure
controls and procedures ("Disclosure Controls"),  and (ii) our internal control
over financial reporting ("Internal Controls"). This  evaluation ("Evaluation")
was  performed  by our President and Chief Executive Officer  for  the  quarter
ending 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 country-
region 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.

<PAGE>	14

Disclosure Controls and Internal Controls

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

Limitations on the Effectiveness of Controls

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

Scope of the Evaluation

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

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


<PAGE>	15

Conclusions

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

Forward Looking Statements

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

PART II - OTHER INFORMATION

Items 1 through 5 not applicable.

ITEM 6.    EXHIBITS

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

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

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




                                  SIGNATURES

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

              NORTH AMERICAN GAMING ANDENTERTAINMENT CORPORATION


July 30, 2008

/s/ Chen Weidong, President

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

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