UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION



                            WASHINGTON, D.C. 20549

                                 FORM 10-KSB
                                  (Mark One)

 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                                   EXCHANGE
                                 ACT OF 1934

                  For the fiscal year ended December 31, 2007

                                      OR

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

For the transition period _________________  to  _________________

                        Commission file number 0-5474

          NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
          ---------------------------------------------------
             (Name of small business issuer in its charter)

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


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


        Issuer's telephone number, including area code: (86) 29-88331685

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock, par
value $.01 per share

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. Yes [ ]  No [X]

Check whether the issuer  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities  Exchange  Act  of 1934 during the past 12 months
(or  for  such  shorter  period  that  the  issuer  was  required  to file such
reports),and (2) has been subject to such filing requirements  for the  past 90
days. YES [X] NO [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained herein, and none will be contained,  to  the  best  of
registrant's   knowledge,   in   definitive  proxy  or  information  statements
incorporated by reference in Part  III  of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

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

The issuer's revenues for its most recent fiscal year were:  $-0-.


The aggregate market value of the voting common stock held by non-affiliates of
the  issuer,  based  on  the  average  bid  and asked price of such stock,  was
$316,666 at December 31, 2007.

At December 31, 2007, the registrant had outstanding  41,788,552  shares of par
value $.01 common stock.

DOCUMENTS INCORPORATED BY REFERENCE:  None

Transitional Small Business Disclosure Format (check one):  Yes ___  No   X


<PAGE>



                   FOR FISCAL YEAR ENDED DECEMBER 31, 2007
                          FORM 10-KSB ANNUAL REPORT
                                    INDEX

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

PART I

    Item 1.        DESCRIPTION OF BUSINESS                                                                                     1
    Item 2.        DESCRIPTION OF PROPERTY                                                                                    19
    Item 3.        LEGAL PROCEEDINGS                                                                                          20
    Item 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                        21

PART II

    Item 5.        MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY        21
                   SECURITIES
    Item 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                  21
    Item 7.        FINANCIAL STATEMENTS                                                                                       29
    Item 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                       30
    Item 8A(T).    CONTROLS AND PROCEDURES                                                                                    31
    Item 8B.       OTHER INFORMATION                                                                                          32

PART III

    Item 9.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                         33
    Item 10.       EXECUTIVE COMPENSATION                                                                                     34
    Item 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS             36
    Item 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                             38
    Item 13.       EXHIBITS                                                                                                   40
    Item 14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                     41

SIGNATURES                                                                                                                    43

FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firms                                                                     F-1
Consolidated Balance Sheets                                                                                                   F-3
Consolidated Statements of Operations                                                                                         F-4
Consolidated Statements of Stockholders' Equity                                                                               F-5
Consolidated Statements of Cash Flows                                                                                         F-6
Notes to Consolidated Financial Statements
</TABLE>


                                    PART I


ITEM 1.DESCRIPTION OF BUSINESS




                           DESCRIPTION OF BUSINESS

GENERAL


North  American  Gaming  and  Entertainment Corporation ("North American")  was
incorporated under the laws of  the  State  of  Delaware  in 1969.  The Company
changed its name from Western Natural Gas Company to North  American Gaming and
Entertainment  Corporation  on October 17, 1994 in connection with  its  merger
with OM Investors, Inc.  Until  August 20, 2001, the Company was engaged in the
video  gaming  business  through  its  partial  ownership  of  three  operating
companies  that  operated  video poker  machines  located  in  truck  stops  in
Louisiana.  Effective August  20,  2001,  the Company sold all of the Company's
interest in the three operating companies.   The Company did not liquidate as a
result of the sale of its assets but began to  seek  business  and  acquisition
opportunities,  leading  to  the  Transactions. Effective February 4, 2008,  we
acquired a controlling interest in Shanxi Chang Jiang Si You Neng Yuan Fa Zhang
Gu Feng You Xian Gong Si ("Chang Jiang"),  a China corporation, in exchange for
a controlling interest in the Company.


Since  our  acquisition  of  Chang  Jiang  our  primary  business  activity  is
exploration and we expect to begin mining,  processing  and  distributing gold,
zinc,  and  lead  in  2008.   Currently  all of our business is in the  Shaanxi
Province,  China  .  We have engaged in exploration  and  expect  to  begin  to
operate mines in the  Qinba Mountain Area at a geologic junction of "Shan, Zha,
Zhen, Xun", which are the  four  primary  metallogenic prospective areas in the
Shaanxi Province. This region has historically contained reserves of high-grade
minerals of gold, lead and zinc. As this has  traditionally been a mining area,
we  believe  we can meet our requirements for experienced  miners  and  general
labor teams at an attractive cost.


Chang Jiang was  incorporated  in  the name of Weinan Industrial and Commercial
Company Limited 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 as an  investment  holding  company and development of theme park in
Xi'An, PRC. Beginning in August 2005, Chang  Jiang  contributed  $7,928,532  by
injection  of certain land use rights in lieu of cash to the registered capital
of Shaanxi Huanghe  Wetland  Park  Company  Limited  ("Huanghe"),  representing
92.93% of the equity of Huanghe.

<PAGE>	1

In  2007  Chang  Jiang  engaged  in a series of acquisitions, divestitures  and
exchanges  that  reorganized  the  company  so  that  its  operations  are  now
principally mining lead, zinc and gold  in  an  67.82  sq. km area in Jiao Shan
Zhai,  Guo  Jia Ling, Xunyang County, in the Shaanxi Province  of  China.   The
transactions and history of the Company is as follows.


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 has engaged  in exploration for lead, zinc and gold mining near the city
of  Xi'An in the Shaanxi Province of the, PRC.


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

Hongkong Wah Bon  Enterprise  Limited ("Wah Bon") was incorporated in Hong Kong
on July 7, 2006 as an investment  holding  company  and  wholly  owned  foreign
enterprise  ("WOFE".) On September 2, 2007, Wah Bon acquired 100% ownership  of
Tai Ping Yang at a consideration of $128,205 in cash.


As a result of  these  various  transactions,  the  resulting company as of the
closing date is as follows:

       a.     Wah Bon owns 100% of Tai Ping Yang;

       b.     Tai Ping Yang owns 97.2% of Chang Jiang; and

       c.     Chang Jiang owns 60% of Dongfang Mining.


The resulting corporate structure is diagrammed below:



							--------------------
							      Wah Bon
							--------------------
							          / 100%
							         /
							--------------------
							    Tai Ping Yang
							--------------------
							        /  97.2%
							       /
			--------------------		--------------------
			  Weinan Industrial  ___________     Changjing
			    Commercial Co.   Name Change     Petroleum
			--------------------		--------------------
							/	  /  60%
						       /	 /
					      Vent Out/ 	/
			-----------------		--------------------
		              Huanghe     ______________       DongFang
		 	      Weland	  Share Exchange        Mining
			-----------------		--------------------

<PAGE>	2

Tai Ping Yang owed $1,328,940 to Chang Jiang and which  is  due  on  or  before
December  31,  2007.  On September 26, 2007, the previous owners of Chang Jiang
unconditionally and irrevocably  contributed  to  Tai  Ping  Yang  all  of  the
advances  owed  by Tai Ping Yang arising from the acquisition of Chang Jiang by
Tai Ping Yang amounting to $1,328,940.

On February 4, 2008, we completed the Exchange pursuant to the Plan of Exchange
(the  "Exchange"),  by   and  among  us,  Chang  Jiang,  and  the  Chang  Jiang
Shareholders. Under the Agreement,  the  Wah  Bon shareholders received 500,000
shares  of  Series  C  Convertible Preferred Stock.  The  shares  of  Series  C
Preferred Stock each carry  the  right  to  1,218  votes  per share and will be
convertible into common stock at a rate sufficient to yield an aggregate of 609
Million  pre-split  common  shares  upon  conversion,  as  set  forth   in  the
Certificate of Designations.

To  comply  with  requirements  of  Chinese  law  (referred  to  as "WOFE"), we
established the acquisition of Wah Bon and Tai Ping Yang to serve  as  offshore
foreign  entities  for  the  purpose  of  consummating  the acquisition. In the
opinion  of our Chinese counsel this permits the transfer  of  at  least  97.2%
shares of  Chang  Jiang  to  the  first  WOFE entity (Tai Ping Yang), then 100%
shares of Tai Ping Yang to the second WOFE  entity  (Wah Bon.) Then 100% of the
shares  of Wah Bon can be conveyed to NAGM, indirectly  making  Chang  Jiang  a
foreign entity.  For  purposes of the acquisition, all of Chang Jiang's rights,
responsibilities and benefits  are  assigned  to  and  assumed by Wah Bon. This
procedure  requires  several  stages  of  governmental approval  by  provincial
authorities in the PRC. As of the Closing Date  all required approvals had been
obtained.


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

Sales and Marketing
Although  we  have  not yet begun to extract minerals from the property we have
established a sales and  marketing  department.   These persons have focused on
identifying and establishing relationships with Companies  that  are  likely to
require  our products. Lead and zinc can be freely sold and marketed throughout
the PRC. As China remains a net importer of these metals, we believe a customer
base exists within China.

Industry

General

Our primary  business  activity  is  anticipated  to  be mining, processing and
distributing  gold, zinc, lead, and other mineral products  for  which  China's
modernizing economy has experienced rapid growth in its manufacturing capacity.
Despite high rankings  in world production of nonferrous metals, China is still
a net importer of nonferrous  metals  including  lead and zinc. China's natural
resources  include  coal,  iron  ore,  petroleum, natural  gas,  mercury,  tin,
tungsten, antimony, manganese, molybdenum, vanadium, magnetite, aluminum, lead,
zinc, and uranium.  There are governmental restrictions on foreign ownership of
mines for gold and an outright ban on foreign ownership of mines for uranium.

We believe the increasing industrial capacity  of  China will continue to cause
increased demand for industrial raw materials such as  non-ferrous  metals.  We
expect the price of zinc and lead will continue to increase although prices may
experience significant fluctuation.

 Mineral Deposits

Dongfang  Mining obtained the exploration rights to the Dongfang Parcel on Sep.
19th, 2003.  In  the same year, they finished 1/10,000 geological rough survey,
geochemical profile survey and trench exploration on lead & zinc and gold mines
in Dong Er Gou, Xunyang County within the area of 1.15 sq.km. by consigning the
first geological team  of  Geology  and  Mineral Bureau of Shaanxi. Lead & zinc
mineralization   clues   had  been  found  and  efforts   began   to   evaluate
reconnaissance and prospecting.

During 2005-2006, the company  dug  a  prospecting hole with a spatial depth of
more than 60 meters and a test trench with  240m3  in  the  region of Jiao Shan
Zhai,  and  discovered  five  gold mine veins, each with a length  of  over  30
meters.  Analyzed  on  the  mineral   information  obtained,  there  are  still
relatively large gold deposits in this  mining area. At the end of August 2007,
three lead and zinc ore bodies and a gold ore body was preliminarily proven up,
as indicated in the exploration information of the geological team.

The mining area covered by the Dongfang Parcel can be divided into three areas.
Gold deposits are known in the area and management  has estimated gold reserves
at about 3-5 tons. Total reserves of lead and zinc ore  in  this  region is 3-5
million tons, whose average grade is 8-15% and some even can reach  as  high as
45% based on the geologic studies

<PAGE>	3

Nonferrous Metals - Zinc

Lead  and zinc resources are relatively abundant around the world. There is  no
deposit  only of zinc under natural conditions, and ordinarily zinc exists with
metals such  as lead, copper, or gold, in the form of polymetallic ore. China's
mining sector  has  experienced  strong growth since 2001. Investment in mining
exploration totaled 316.2 billion yuan (42.6 billion U.S. dollars) in the first
nine months of 2007 according to Wang Min, Vice Minister of Land and Resources.
At the China Mining Conference 2007  (sponsored by China's Ministry of Land and
Resources), it was reported that China's  mining output doubled to $190 Billion
for the period 2000-2005. Iron ore production increased 38% to 406 Million tons
and nonferrous metals increased 18% during that period.   Nonetheless, China is
still a net importer of lead and zinc.

Zinc is a soft metal used to makes brass when  mixed  with Copper. Zinc is used
in the automotive and construction industries to galvanize  steel, create metal
alloys  and in certain chemical processes. Research is being conducted  in  the
area of zinc-air batteries.

According  to  the  NONFERROUS  METALS  OUTLOOK,  YEAR  2007  published  by the
Department  of  Natural  Resources  for  the  Canada  Ministry of Public Works,
deficits  have  occurred  in  each  of  the past  five years  for  concentrate.
Stockpiles have fallen and prices have risen  as  a  result.  In September 2006
China eliminated its 5% export rebate on refined lead  and  zinc  in September,
resulting in increased costs for metal exported from China. Chinese exports had
increased 16% in 2006 from the same ten months period in 2005.

<PAGE>	4

In 2005 China ranked 1st in the world in zinc production and 5th in  the  world
in  lead production. In 2005, refined zinc output in China reached 2.71 million
tons, increasing 38.5% compared to that of 2000. The average annual growth rate
of China's  zinc  output  was more than twice that of the world.  Calculated by
the data in 2005, zinc output  in  China  took up about 1/5 of the total global
output and refined zinc output occupied 1/4  of  the total global output, which
made it the country producing the largest amount of zinc in the world.

Worldwide zinc usage has increased from approximately 6,.1 Million tons in 1985
to 11 Million tons in 2005. The increase is expected  to continue over the next
five years to an annual rate of approximately 13 Million  tons. Demand for zinc
is strongest in Asia with China's usage expected to increase 6.5% in 2007.

Worldwide  production  is  expected  to increase 4.9% in 2007.  Nonetheless,  a
deficit is expected to remain for the foreseeable future.

Average settlement prices for high grade zinc are listed below.

LONDON METAL EXCHANGE FOR HIGH GRADE ZINC  (ANNUAL  AVERAGE  SETTLEMENT  PRICES

2004 	$1047.83
2005  	$1381.55
2006    $3275.00

(US DOLLARS PER TON)

The  bid/ask  price for lead on the London Metals Exchange on November 28, 2007
was $1.0157 high bid and $1.1118 high ask.  Source - Kitco Base Metals.

There are 433 above-surface  mine  enterprises  in  China,  distributing  in 24
provinces,  cities  and  autonomous  regions all over the country, including 37
enterprises whose respective annual output  of zinc concentrate is more than 10
thousand tons and the total output of which takes up 45% of the nation's total.
In 2005, zinc concentrate output of China was  2,547,800  tons  and zinc output
was 2,776,100 tons, increasing 43.11% and 41.85% respectively compared to those
of 2000.

<PAGE>	5

Lead


Lead is the heaviest common metal known for malleability. Lead is  resistant to
corrosion  and  used  for  protection  against  harmful  X-Rays  and radiation.
According  to  the  Nonferrous  Metals  Outlook published by the Department  of
Natural Resources for the Canada Ministry  of Public Works, 75 % of the world's
demand  for  lead  is  for  lead  acid batteries for  use  in  the  automobile,
industrial and consumer sectors. It  is  also  used to attenuate radiation from
radioactive sources and to provide corrosive resistant finishes to roofing.


World lead usage has increased from 4 Million Tons  in  1985  to 5  1/2 Million
Tons  in  2001.  The  forecasts  are for increased usage up to approximately  6
Million tons. Usage slowed slightly  from 1999 to 2004 as lawsuits in the U. S.
over lead based paints and emissions forced  closures  and damages. Exide, a U.
S.  lead  acid  battery  producer,  was  forced into bankruptcy  and  the  Lead
Industries  Association in the U. S. ceased  its  operations.  Both  cited  the
lawsuits as the primary factor.


In 2002 China  ranked  second to Australia in the production of lead. Worldwide
demand is expected to increase  from 1.5 to 2.0% with a considerable portion of
the increase resulting from increased demand in China.


The  following  table  sets forth the  average  daily  closing  prices  of  the
following metals for 1995, 2000 and each year thereafter through 2006.

The average closing prices  for  lead  on  the  London  Metals  exchange are as
follows:

LONDON METAL EXCHANGE FOR LEAD


             2004                       2005                      2006
             $0.40                      $0.44                     $0.58

(ANNUAL AVERAGE SETTLEMENT PRICES, (US DOLLARS PER POUND)

The bid/ask price for lead on the London Metals Exchange on November  28,  2007
was $1.3429 high bid and $1.3844 high ask.  Source - Kitco Base Metals.

<PAGE>	6

Gold

In  2006,  the  gross industrial output value realized by gold enterprises over
the country was 4.835  billion  Yuan,  with  a growth of 55.33% compared to the
same period of last year; and the realized profit  was 539 million Yuan, 58.95%
higher that that of last year. Gold output of the country  in  January 2007 was
19.856  tons, increasing by 4.065 tons, equal to a 25.74% growth,  compared  to
the same period of last year.

It is estimated  that gold consumption in China will increase from previous 200
tons per year to 400-500  tons over the next several years, which may influence
the international gold market price to a certain extent.

LONDON METAL EXCHANGE FOR GOLD


             2004                2005                      2006         2007
             $435                $513                      $632         $833


In 2007 the Company decided to focus its energies on the mining industry. As of
September 30, 2007 the Company  recorded an approximately $8 Million write down
for discontinued operations to reflect the discontinued operations and show the
reduction in the net land use rights.




Competition


Our competitors in the nonferrous  metals markets are expected to be local  and
regional mining enterprise. Other companies in China that mine  lead  and  zinc
include Dongshengmiao  Mining  Industry  Co,  Ltd,  Wancheng  Trading &  Mining
Co., Ltd., Xinjiang Wuqia Tianzhen Mining Co., Ltd., and  Wulatehouqi  Qingshan
Nonferrous Metal Development Co., Ltd.   These competitors have more experience
in the operation of mines and mining activities  and  have  superior  financial
resources than we do. China is still a net importer of lead and zinc along with
the markets for many other non-ferrous metals. Since  supply  in general cannot
meet  demand  we  do  not  expect  that  we  will have difficulty  selling  our
ore for the near future. The gold market on a worldwide basis  has  seen  large
increases in demand since  2001, resulting in more than threefold  increase  in
prices per ounce, from $435 in 2004 to $933 as of March 31, 2008, according  to
the London Metals Exchange. China has traditionally  protected  its  metallurgy
industry with high tariffs,import quotas and restrictions on foreign ownership.
These  tariffs  and  import  quotas  were  adopted  to  provide  protections to
companies  such  as  ours  that  were  part of the domestic industry in  China.
Due to WTO membership, China will lower tariffs, eliminate  import  quotas  and
permit more foreign  competition, resulting in reduced  protection  for Chinese
companies against foreign   competitors. To  maintain its WTO membership, China
must gradually  reduce  these  tariffs  and  quotas  and commitments and permit
foreign enterprises opportunities  to  sell and distribute in China. Eventually
they  will  be  eliminated altogether. This is expected to increase  the effect
of foreign competition  and  the importation of foreign products. We are unable
to predict the effect these  changes  may  have  on  our   business,  earnings,
financial condition or the value of our properties and securities.
<PAGE>	7


Government Regulation

We  are  subject  to  strict  regulations imposed on mining companies in China.
Regulations are issued or implemented  by the Ministry of Land and Resources, a
division of the China State Council, and  similar land use offices at the local
level. These regulations cover virtually all  aspects of exploration and mining
of natural resources in China.

Chinese  mining  companies  must  obtain two separate  permits  from  the  land
resource divisions of the Provincial  government.  The  first  permit  must  be
obtained  before  a  mining  enterprise  can  conduct exploring activities. The
Company has obtained this license. The regulations also require a second mining
license for extraction activities. We have applied  for this license and belief
that the process will be completed in approximately 90  days.  To  maintain the
licenses  the  Company  must  follow prescribed procedures in its exploring  or
mining activities.

Chinese  regulations governing Work  Safety  require  that  we  have  a  safety
certification.  These  are  administered  by  the Administration of Work Safety
before  it can engage in either mining or extracting  activities.  All  of  our
operating  subsidiaries have obtained appropriate safety certification from the
Administration  of  Work Safety of local governments. We also have been granted
environmental certification from China Bureau of Environmental Protection.

Regulations governing the mining business in China include:

       Exploration and  Mining  Regulation  (1958),  amended  to  allow foreign
investment in 1996;

       Exploration and Mining and Transfer of Rights Regulation (1998);

as well as numerous regulations governing safety by the China Mine  Safety  Law
and environmental feasibility studies required by China Environmental Law.

The  Chinese  legal system is still developing and there is often confusion and
uncertainty about  the  scope,  interpretation  and enforcement of its laws and
regulations. The mining industry has been under scrutiny  for  its  safety  and
environmental  record  and  we  cannot  predict  whether new laws or changes in
interpretation  and scope of existing laws may adversely  affect  our  intended
operations.

The Company has applied for excavation licenses in area for gold, lead and zinc
mining within the  land  use  area.  The geographical locations for these sites
are:

Eastern longitude: 109* 32' 00'' - 109* 35' 30''
Northern latitude: 32* 55' 45''  - 32 * 56 ' 45 ''

And

Eastern longitude: 109* 37' 11.0''- 109* 38 08'.5"
Northern latitude: 32 * 58' 29.3" - 32* 59' 14.7"

We expect to make application for  the  final required permits by and expect to
obtain final approval during 2008. Upon approval,  we  will  have  the right to
mine the specified areas. We expect to apply for additional extraction licenses
within the land use area that have yielded positive results upon the conclusion
of the exploration.

Summary of the Exploration Works in the Dongfang Mining

<PAGE>	8

Geological Survey

The company commissioned a geological report from the First Geological Research
Team  of Shaanxi Geological and Mineral Department. A report dated October  26,
2007 was  obtained  that  showed favorable results in several areas of the land
use area. The report is summarized as follows:

1, Summary of the Geological  Survey  Report  by  the First Geological Research
Team of Shaanxi Geological and Mineral Department dated January 13, 2008.

GEOLOGICAL CHARACTERISTICS OF THE MINING AREA

       a. Stratum

       The  surveyed  area  is mainly composed of metamorphic  rock  formed  in
       middle-to-upper Silurian  period  and lower Devonian period. Most of the
       rocks are phyllite, sandstone, calcirudite rock, lime and dolomite.

       b. Structure

       The surveyed area is situated in the  northern margin of the draped belt
       formed by Baishui River and Bai River.  The  frame  of  the structure is
       composed  by  Tizi  Rock-Shuhe  faultage, which extends by an  east-west
       position. The Nan Yangshan faultage  runs  through  the northern part of
       the  surveyed area. The main structure consists of on-growing  fractures
       and draped belts.

      CHARACTERISTICS OF ORE / MINERALIZING ORE

      Ore -containing  layer  of  lead-  zinc  ore  is explored out through the
      stratigraphic  identified by 1:10000 Geological  Survey.  In  the  fourth
      lithologic section  of  middle  Silurian  period at Shuanghe town and the
      merger layers of upper Silurian period at Shuidong  channel,  the  mining
      sections  are  mainly  composed of brown ferruginous sandstone, siltstone
      and grey-yellow powder phyllite  containing  sodium..  According  to  the
      survey, three lead-zinc mines and one gold mine were pitched:

       a. Lead zinc mine

          Mine  KH1  situates  at  Guan Men Zi Ya-Cai Miao Ya district and it's
          1.0-1.5 meters wide, 700 meters long and averagely 0.76 meters thick.
          The  average grade of mineralization  is  Pb1.22%,  Zn0.67%.  Control
          Engineering: TC9, TC3, YK1, TC6, TC18. The shape of the area is : 215
          o -32 o {angle} 12 o -32 o.

          Mine KH2  is shown in the Wang Jia Cao area and its 2.10 meters wide,
          100 meters  long and averagely2.06 meters thick. The average grade of
          mineralization  is  Pb0.85%  Zn0.23%.  Control  Engineering: CK1. The
          shape of the area is: 325 o {angle} 16 o. (Note:  Single  engineering
          control)

          Mine  KH3  is  shown in the Gangou area and its 1-2 meters wide,  100
          meters long and  averagely1.19  meters  thick.  The  average grade of
          mineralization is Pb0.71% Zn0.02%. Control Engineering:  D34 sampling
          point.  The  shape of the area is: 350 o {angle} 32 o. (Note:  single
          engineering control)

       b. Gold Mine

          Mine KH is shown  in  the  Dong Gou area and its 0.50 meter wide, 100
          meters long and averagely 0.50  meter  thick.  The  average  grade of
          mineralization  is  Au1.01g / t. Control Engineering: sampling point,
          20 meter in the North  of  D206.  The  shape  of  the area is : 340 o
          {angle} 17 o. (Note: single engineering control)
<PAGE>	9

     THE CHARACTERISTICS OF THE PROPOSED MINES

     The study revealed approximately 16 gold minerals, primarily  in  4  large
     deposits  located  at  areas  denoted  as K1, K2 ,K3 and K11. Samplings in
     others areas are all single engineering control sites:

     a. K1


           The surface is controlled by six trenching  structures.  The  length
        are  360  meters  and  the  thickness  is  0.29-4.30 m, with an average
        thickness of 1.23 m. Ore body grade is 1.24  - 10.06 g / t ,the average
        grade of mineralization is 2.7 g/t and the ore  body occurrence  is1* -
        356 * {angle} 11 * - 50 *.

     b. K2


        Being  controlled  by three trenching structures. The  length  are  130
        meters and the thickness  is  0.22-0.89 m, with an average thickness of
        0.55 m. Ore body grade is 1.29-9.51  g / t. , the average grade is 5.71
        g / t and the ore body occurrence  is 24 * - 320 * {angle} 9 * - 24 * .

     c. K3


           Being controlled by two trenching structures.  The  length  are  100
        meters  and  the  thickness  is  0.43-3.48 m, with an average thickness
        of1.96  m. The Ore body grade  is  5.10-12.94 g / t , the average grade
        is  2.7 g / t and the ore body occurrence  is -310 * - 320 * {angle} 20
        * - 24 *.

     d. K11


         Being controlled by 1 trenching engineering  and 2 pitting structures.
         The length are 100 meters and the thickness is   0.13-1.62  m, with an
         average thickness of0.86  m. The average grade is  4.86-7.76  g  /  t,
         and the ore body occurrence  is 225 * -255 * {angle} 16 * -24 *

     GEOLOGICAL CONDITIONS OF THE ENGINEERING

     The  roof  and  floor  of the mines in the area mainly consist of sericite
     phyllite and sandstone.  The  fresh bedrock structure is dense. The cracks
     and holes show minimal changes, indicating a stable rock layer. This layer
     provides a very suitable foundation  for  excavation. During the course of
     construction there may be some small-scale  breaks and cracks that need to
     be  fortified.  The  transportation system is convenient  and  the  water,
     electricity resources are sufficient to meet the construction needs.

     ESTIMATION OF RESOURCES

     Chang Jiang Shi You Neng  Yuan  Gong  Si currently owns 3 main rich mining
     areas with large-scale gold reserves. It is primarily estimated that there
     are3-5 tons of gold reserves and there are 300 - 500 million tons of lead-
     zinc reserves. The average grade is 8-15%,  with  some  ranging as high as
     45%.
<PAGE>	10

     BASIS

     The  estimation of resources methods and requirements of this  exploration
     is  based  on  GB/T17766-1999"  CLASSIFICATION  FOR  RESOURCES/RESERVES OF
     SOLID  FUELS  AND  MINERAL  COMMODITIES  "  and GB/T13908-2002  "  General
     requirements  for  solid mineral exploration" DZ/T0214-2002  "  Geological
     prospecting  criterion   for   copper,  lead,  zinc,  silver,  nickel  and
     molybdenum ore", "Reference manual  of the mineral resource standard  "and
     combined with the "opinion to the gold  ore industry standard in `Shaan Xi
     Xun Yang Guo Jia Ling- Jiao Shan Zhai lead, zinc,gold ore exploration'" by
     Shaan Dong Kuang Fa*2007*002.to make out the industry standard to Jiao Jin
     Shan gold ore exploration.

    Cutoff Grade  0.5 g / t

    Minimum Industrial Grade 1.2 g / t

    The average grade of ore deposit 1.6 g / t

    The Minimum Mining Thickness  *0.8 M

    Thickness of the Interlayer to be Eliminated  *2.0 M

    When  the  ore  body  thickness is smaller than  the  the  Minimum  Mining
Thickness, using m {multiply} g / t.

    RESOURCE ESTIMATION RESULTS

    As  mines K2 and K11 are  relatively  small,  so  we  just  made  resource
   estimation to K1 and K3 getting the intrinsic economic resources (334) .The
   ore is  69460.43 tons and the metal is 244.31 kg. The ore in K1 is 43639.07
   TONS, AND  THE  metal  is103.26 kg; The ore in K3 is 25821.36 TONS, AND THE
   metal is 141.05 kg;

    MINERALIZATION FORECAST

      The exploration area is  located  in  the  northern  margin  of  southern
   Qinling,  Indo-  Fold  Belt  Baishui Jiang- Bai He Fold Belt; the South East
   edge of Shan Zha Xun Chen Ji Pen Di. The area mainly exposes the sedimentary
   of paleozoic shallow metamorphised  clastic  rocks  and  carbonate rocks. Da
   Yang Synclinorium, Xun Yang anticline and Nan Yang Shan fault,  Da  Ling-Shu
   He  fault  form the the backbone of this area. The structure line lies  from
   east to west.  The  characteristics of the rocks are easy of deformation and
   weak of metamorphism.

   1:50000 stream sediment survey and 1:10000 soil measurement fix a 5 km long,

   four km wide gold anomalies  area around Jiao Yang Shan Zhai about 15 square

   kilometres, and the anomaly area  is  about 0.11-3.15 square kilometers with

   abnormal value as high as 2900 PPbin the  centrel concentration and 277.1ppb

   for an average value.


<PAGE>	11

Environmental Regulation
Environmental protection laws in China are established  on  a national basis by
the   State   Environmental  Protection  Administration.  Provincial  and local
authorities can  set  local  regulations which may be more restrictive than the
national  standards.  Environmental  standards  govern  a  variety  of  matters
including disposal of solid waste, discharge of contaminated water and handling
of gases, and emissions.  The  local  authorities generally monitor and enforce
the regulations, including the assessment  and  collection  of  fees, fines and
administrative orders.

We  have  only been engaged in exploration efforts to date so our environmental
impact has  been  limited.  If  we  are successful in commencing our extraction
operations, we expect to generate waste  water,  gases and solid waste. We will
therefore  be  subject  to all national and local regulations  governing  these
activities.

We will likely require a  license  for  the disposal of water and solid wastes.
Licenses must be renewed annually. We expect  to  be  able  to  comply with the
regulations including the rules governing water and solid waste disposal.

Research and Development

With  the acquisition of Dong Fang we now have land use rights in  67.82  sq.km
parcel  located in Xunyang County, Shaanxi Province, PRC. We believe we can use
a portion  of the surface of the Dong Fang parcel to grow agricultural products
which would be available for processing.

Employees

        As of  March  31, 2008, we have 46 full-time employees. This includes 4
people in marketing, 3  in  manufacturing, 9  in  research  and development and
quality control, 10 in financial and accounting, and 18 in general  management.
A breakdown of employees by subsidiary is below.

<TABLE>
<CAPTION>
            Full-time	Part-time  Marketing	Research and    Financial and   Manufacturing	Management
						development	accounting
<S>          <C>       <C>       <C>       <C>                      <C>                      <C>           <C>
CHANG JIANG 	18       0        	3        4                       4               0            7
DONG FANG   	16       0        	1        5                       2               3            5
TAI PIN YANG	0        0        	0        0                       0               0            0
WAHBON      	0        0        	0        0                       0               0            0
TOTAL       	34       0        	4        9                       6               3	      12

</TABLE>






                                 RISK FACTORS


Our  Company  and  its  securities  are  subject  to  significant  risks to its
business, operations and financial condition. You should carefully consider the
risks described in this section as well as the remainder of the information  in
this report.  If we are unable to manage these risks or if any of the risks are
realized,  our  business,  operations, and financial condition and the value of
our stock would likely suffer.  In  that  event  our investors and stockholders
could lose all or part of their investment.


                        RISKS RELATING TO OUR BUSINESS


WE  ARE  AN  EARLY STAGE EXPLORATION COMPANY FACING SIGNIFICANT  FINANCIAL  AND
OPERATING RISKS.


We operate in  two segments: the development of a theme park and an exploration
stage mining company  that has acquired land use rights and exploration permits
to a tract of land in an  area  traditionally  associated  with  mining  in the
Shaanxi  Province  of  central  China.  We  are currently focused on the mining
segment, determining the degree of mineralization of lead, zinc and gold within
our properties. While we believe that there may  be  an  opportunity  to obtain
commercially viable amounts of lead, zinc and gold from our property, we  still
face  substantial  hurdles.  The exploration and extraction of mineral deposits
such as lead, zinc and  gold  incur significant financial risks. The results of
exploratory  investigations  are  not  always  reliable  or  accurate  even  if
conducted in strict compliance  with  professional guidelines. Furthermore, the
investment  must  occur over a significant  period  of  time  even  though  the
quantity of minerals  within any property is always finite. Many properties are
unable to develop commercially  viable  mines  even  with  positive exploration
results.  Successful  extraction  depends on very expensive processes  such  as
drilling, mine construction and establishment  of processing facilities.  Mines
are also hazardous and only a limited number of  qualified,  experienced miners
exist.  The Company must obtain additional permits and must ramp  up operations
after permitting to begin extraction. We are unable to assure you that  we will
ultimately  be  successful  in meeting these challenges or, even if so, it will
result in our mining operations  becoming  a  commercial  viable  or profitable
enterprise.

OUR INDEPENDENT AUDITORS HAVE NOTED THAT THERE IS SUBSTANTIAL DOUBT  ABOUT  OUR
ABILITY TO CONTINUE AS A GOING CONCERN.

Our independent auditors have noted that there is substantial doubt that we can
continue  as  a  going  concern  As  reflected in the accompanying consolidated
financial  statements,  the  Company has  an  accumulated  deficit  during  the
exploration stage of $11,794,802 at December 31, 2007 which includes a net loss
of $8,959,472 for the year ended  December  31,  2007.  The  Company's  current
liabilities  exceed its current assets by $5,358,730 and the Company used  cash
in operation of  $442,727.  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.

<PAGE>	12

WE HAVE NOT YET OBTAINED ALL  OF  THE LICENSES FROM THE CHINESE GOVERNMENT THAT
WE WILL NEED TO EXPLOIT ANY MINERALS ON OUR PROPERTIES.


China employs a two stage permitting  process  for  permission  to  explore and
extract  minerals.  The  first  permit  allows  a  mining company to engage  in
exploration  activities, such as boring exploratory holes,  conducting  mineral
assays, field  testing  and  so  on. The Company's subsidiary, Dongfang Mining,
acquired this license in 2003 and  has since engaged in activities to determine
the estimated mineralization of the  property  and  relative  cost  and process
needed to extract.


The  second  permit  is for exploitation, which permits excavation and sale  of
extracted minerals. The  Company has applied for, but has not yet obtained, the
permit required for excavation.  While  government  officials  have  informally
suggested that the permit will be approved, there can be no assurance  that the
Company will successfully obtain the required permit. In that event, the  value
of  our  interest  in the properties would be seriously impaired and would like
result in a significant  loss  of value for the Company's assets as well as its
securities.


THERE IS NO ASSURANCE THAT OUR PROPERTY  WILL  CONTAIN SUFFICIENT QUANTITIES OF
COMMERCIALLY MARKETABLE MINERALS FOR US TO BECOME  COMMERCIALLY  VIABLE OR THAT
WE WILL BE ABLE TO ECONOMICALLY EXTRACT THE MINERALS.


We  are  an  exploration  stage  Company and have not yet begun the process  of
excavating minerals from our property. We have engaged in limited investigation
and geologic testing. Based on our  preliminary  findings,  we believe there is
sufficient mineralization to begin a commercially viable mining business. There
can be no assurance however that our exploratory efforts will  prove correct or
that a commercially mineable mineralization exists on our property. Even if the
conclusion  that  a sufficient quantity of minerals exists proves  correct,  it
still may not be economically feasible to profitably extract the minerals for a
wide variety of reasons,  many  of  which  are  beyond the Company's ability to
control. Therefore we can offer no assurance that  a profitable mining business
will result from our efforts.


WE HAVE HAD NO REVENUES, A LIMITED OPERATING HISTORY AND A HISTORY OF OPERATING
LOSSES.
<PAGE>	13

The  Company  was  a  "shell  company"  as defined by 2005  amendments  to  the
Securities Exchange Act.  We had no operations  and  no  significant assets and
existed  only  for  the purpose of locating a business or business  opportunity
with which to join forces.  We  acquired  a  Chinese corporation that has begun
attempts to establish a mine for lead, zinc and gold in February 2008.


The Company, through its subsidiaries, obtained  a  permit to begin exploratory
efforts in 2003 and has not yet commenced actual mining  of the land. We intend
to  commence  extractions in 2008. We therefore have a very  limited  operating
history upon which to base an evaluation of our business and prospects.


We have had no  revenues  and do not anticipate revenues until the exploitation
permits  are obtained, the mine  infrastructure  has  been  completed  and  the
extraction  of  minerals  has  begun.  As of December 31, 2007 and December 31,
2006, we had operating losses of $746,461 and $946,548 respectively. Net losses
at  December 31, 2007 and December 31, 2006  were  $8,959,472  and  $1,282,873,
respectively.   As  of  December  31,  2007  and  December  31,  2006,  we  had
comprehensive losses of $7,788,802 and $568,766, respectively.


These  losses  resulted  from our exploration activities and corporate expenses
including the amortization of our land use right s which must be amortized over
each year of its 50 year life, whether or not exploitation has occurred.


Our  prospects  must  be considered  in  light  of  the  risks,  expenses,  and
difficulties frequently  encountered  by  companies  in  their  early  stage of
development. There can be no assurance that we will be successful in addressing
such  risks and any failure to do so may have a material adverse effect on  our
business, prospects, financial condition, and results of operations.



There is  no  assurance  that  we  will  be  able  to successfully complete the
construction  of our theme park and the value of our  land  use  right  may  be
impaired.


The Company operates in two segments: mining and a proposed theme park business
on the land that  is  subject  to the land use rights. Currently the Company is
focusing its efforts and resources exclusively in the mining segment. There are
many risks and uncertainties associated  with  the  intended  construction of a
theme park such as financing, permitting, contracting, and all  of the risks of
a  new,  start  up  enterprise.  We  cannot  assure  you  that we will ever  be
successful in developing our intended theme park.


In addition, the Company's largest asset is the net land use  rights  which was
valued  at  $16,743,482.  If  we  do  not  successfully  develop the theme park
segment,  there  is  a  risk  that  the value of our land use rights  would  be
impaired or possibly even forfeited.


There are a significant number of risks  associated with operating a theme park
such as risk of injury., any of which would adversely affect revenues.


Theme park operations are subject to a number of factors over which the Company
will have little control. These factors include  competition  from  other  area
entertainment sources, weather, local events, civil unrest and others. There is
a  risk  of injury associated with many attractions at theme parks, which could
give rise  to  liability.  Any  of  these  factors  could negatively affect our
revenues and earnings, if we commence theme park operations.


Theme  parks  have historically been subject to weather  and  seasonality  over
which we have no control.


In the event that  we begin operations in the theme park industry, our revenues
will be subject to a  variety  of  caprices,  such  as  inclement  weather  and
seasonality.  The  vast  majority  of  theme  park  patrons attend only in fair
weather. Since we expect to operate only one theme park  the  risks  associated
with  inclement  weather are not spread over a number of differing geographical
areas. Therefore,  we  expect  that inclement weather will have a significantly
adverse impact our revenues.
<PAGE>	14

DUE TO OUR LIMITED OPERATING HISTORY,  WE WILL BE UNABLE TO ACCURATELY FORECAST
REVENUES.


Due to our limited operating history and  our  planned growth through increased
sales, we are currently unable to accurately forecast  our future revenues. Our
current and future expense levels are largely based on our investment plans and
estimates  of  future  revenues, which are expected to increase.  Revenues  and
operating results generally  depend  on  the  effectiveness  of  our  marketing
strategies  to  penetrate  the  market  and  the  success  of  our research and
development efforts which are difficult to forecast as we are in  a  relatively
new  company.  We  may  be  unable  to  adjust  spending  in a timely manner to
compensate for any unexpected revenue shortfall. Accordingly,  any  significant
shortfall  in  revenues  in relation to our planned expenditures would have  an
immediate adverse effect on  our  business, prospects, financial condition, and
results of operations. Furthermore,  as  a strategic response to changes in our
competitive environment, we may from time  to  time  make  certain  pricing  or
marketing  decisions that could have a material adverse effect on our business,
prospects, financial condition, or results of operations.

<PAGE>	15
WE WILL  NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS, AND WE MAY NOT
BE ABLE TO OBTAIN  SUFFICIENT  CAPITAL  AND MAY BE FORCED TO LIMIT THE SCOPE OF
OUR OPERATIONS.


As  of  December 31, 2007 and December 31,  2006,  we  had  current  assets  of
$1,685,789 and $2,359,264 respectively. The remainder of our assets consists of
land use  rights  that are illiquid. As we begin to implement our strategies to
excavate the property  and exploit the minerals, we will likely experience cash
flow  deficits and increased  capital  needs  that  may  exceed  our  available
capital. We may need to fund our future operations with additional funding. Our
capital  needs  will  depend  on  numerous factors affecting our profitability,
including (i) the time and expense  of  ramp  up  of the extraction activities,
(ii) the amount and quality of minerals extracted, (iii) our ability to contain
expenditures, especially for administrative and transportation  costs, and (iv)
the amount of our expenditures. We cannot assure you that we will  be  able  to
obtain funding in the future to meet our needs.

We  currently  have  no  lines  of credit or other arrangements for capital and
cannot provide any assurance that  additional  funds  will  be available to us.
Even if we locate available capital, it may be on unfavorable terms. Any future
capital investments could dilute or otherwise materially and  adversely  affect
the holdings or rights of our existing shareholders.

FLUCTUATION  OF  THE  CHINESE  CURRENCY  COULD  MATERIALLY AFFECT OUR FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

We have not yet commenced mining operations and do not have revenues. Since all
of  our  revenues  are  expected  to  be derived and expenses  and  liabilities
incurred are in China, by exchange rate  fluctuations  of  the Chinese currency
will affect our revenues and operating results. Presently we  do  not expect to
sell our products outside of China but we could sell to foreign interests  as a
result of competitive forces or changes to our business plan.

<PAGE>	15

For  over  a  decade  the value of the Chinese currency was pegged to the U. S.
Dollar and fluctuations  in value were therefore relatively mild. In July 2005,
China abandoned the peg and  changed to a floating exchange rate. The new rates
are market based compared to a  basket  of  foreign  currencies.  These changes
would  likely  strengthen the RMB as compared to the U.  S.  Dollar  and  would
likely make our products more expensive for U. S. and foreign buyers. We cannot
give any assurance  that  the  value  of the RMB will continue to remain stable
against  the  US  dollar or any other foreign  currency.  Accordingly,  we  may
experience economic  losses  and  negative  impacts on earnings and equity as a
result of foreign exchange rate fluctuations.  Furthermore,  any devaluation of
the  RMB  may adversely affect the dividends we may pay to our parent,  thereby
adversely affecting the value of, and dividends payable on, our common stock.

 We expect  our revenues to consist almost entirely of Renminbi or "RMB", which
is the Chinese currency. The RMB is currently not a fully convertible currency.
The Chinese government  may  restrict  future  access to foreign currencies for
current account transactions. This may make it difficult  for  us  to  transfer
money  from  China to other countries on an economically advantageous basis  or
even at all. It  may  also  make it difficult for us to provide a return on the
investment of foreign capital on a liquid basis.



WE MAY BE ADVERSELY AFFECTED BY ENVIRONMENTAL REGULATIONS.

We are subject to PRC national  and  local environmental protection regulations
which currently impose fees for the discharge  of waste substances, require the
payment  of  fines  for  pollution, and provide for  the  closure  by  the  PRC
government of any facility  that  fails  to  comply with orders requiring us to
cease or improve upon certain activities causing  environmental  damage. Due to
the nature of our business, we produce significant amounts of waste water, gas,
and solid waste materials during the course of our production. We  believe  our
environmental  protection  facilities and systems are adequate for us to comply
with the existing national,  provincial,  and  local  environmental  protection
regulations. However, PRC national, provincial, or local authorities may impose
additional  or  more  stringent  regulations  which  would  require  additional
expenditure on environmental matters or changes in our processes or systems.

WE  DEPEND ON OUR SENIOR MANAGEMENT AND KEY EMPLOYEES, THE LOSS OF WHICH  COULD
ADVERSELY AFFECT OUR OPERATIONS.
<PAGE>	16

Much of our success will depend to a large degree upon our ability to identify,
hire,  and  retain  additional  personnel,  particular  experienced  miners and
persons familiar with the marketing, manufacturing and administrative processes
associated  with  mining.   We depend on the skills of our management team  and
current key employees, such as  Mr. Chen Wei Dong, our Chairman, President, and
Chief Executive Officer. We may be  unable to retain our existing key personnel
or attract and retain additional key personnel.


The loss of any of our key employees  or  the  failure  to  attract, and retain
experienced  miners  or additional key employees could have a material  adverse
effect on our business and financial condition. In addition, several members of
our senior management  and/or key employees have joined us in recent months and
may need to spend time to learn our business.


OUR SENIOR MANAGEMENT TEAM  HAS  NO  EXPERIENCE IN RUNNING A PUBLIC COMPANY AND
WILL NEED TO PROCURE ASSISTANCE FROM PROFESSIONAL ADVISERS AND THIRD PARTIES AT
ADDITIONAL EXPENSE.


Our management team and current key employees  have not been engaged in similar
capacities with other public reporting companies  and are not familiar with the
multitude  of  filings, regulations and requirements  applicable  to  a  public
company. We will  require the assistance of outside counsel and accountants and
perhaps other third  party  advisers as well. We have no assurance that we will
successfully find qualified, experienced people to perform these tasks. Even if
successful, the fees and expense  for these third parties will be an additional
administrative cost that may not be  shared by our competitors. In addition, if
the advice given or work performed by  these  outside  advisers  proves  to  be
inadequate  or  incorrect, the Company and its management will nonetheless bear
the brunt of the  costs and penalties assessed, with limited avenues of redress
against the outside advisers.

RISKS RELATED TO OUR INDUSTRY


RISKS ASSOCIATED WITH MINING.


The Company's operations  are  subject to all of the hazards and risks normally
incident to the exploration for  and  development  and  production  of precious
minerals, any of which could result in damage for which the Company may be held
responsible. Many hazards are beyond our control, such as unusual or unexpected
rock formations, bad weather, landslides, cave-ins, high water tables, flooding
or  other unfavorable conditions that are unknown until we begin extraction  of
minerals.  If  we  experience  losses  from  these or other risks, it may cause
substantial  delays  and  require  significant additional  expenditures.  These
conditions  would likely adversely affect  the  Company's  business,  financial
condition and the value of our securities.

China has recently  experienced  a  number  of  serious incidents in its mining
industry that resulted in loss of life and serious  personal injury. Some mines
have collapsed or were otherwise forced to close due  to  unsafe conditions. We
would likely suffer material losses if any of these events  were  to occur, and
the effect on our business and the price of our securities would be adverse and
maybe irreversible.

<PAGE>	16

MARKET PRICES FOR NON-FERROUS METALS FLUCTUATE AND COULD ADVERSELY  AFFECT  THE
VALUE OF OUR COMPANY AND OUR SECURITIES.

Market  prices  for lead, zinc and gold, the metals we primarily intend to mine
experience significant fluctuations in price. We are entering the business at a
time that the prices  were  these metals are extraordinarily high, and there is
no guarantee that the high prices  will be maintained. The profitability of our
operations will be directly related  to the prices we will be able to obtain in
the marketplace. The market prices of  lead,  zinc, gold and non-ferrous metals
are subject to factors beyond our control. These  factors  include  changes  in
legal  and  regulatory  requirements,  changes  in  the  exchange  rates of the
Renminbi and other currencies, political and economic factors and variations in
production costs among a number of other factors. A reduction in the  price  or
demand for our metals would adversely impact our expected revenues.



THE  CHINESE  GOVERNMENT  OWNS  ALL  LANDS  IN CHINA, AND CHINA ISSUES LAND USE
RIGHTS INSTEAD OF LEGAL TITLE TO THE PROPERTIES. THERE IS NO ASSURANCE THAT OUR
RIGHTS TO THE PROPERTIES WILL NOT BE SUBJECT TO IMPAIRMENT OR LOSS.

Despite modernization efforts in many areas, China still adheres to a communist
scheme for ownership of property that essentially  vests  title  to  the entire
country  in  the  Central  Government.  Rather than deeds or other evidence  of
ownership, land use rights are always subject  to  fixed  periods  of permitted
land use. These periods are frequently 50 years and may be renewable under some
circumstances. Our land use right is 50 years and is amortized over  its  life.
We  recorded  accumulated  amortization  expense  of  $367,480  and $350,690 at
December 31 2007 and 2006 respectively.

Disputes over mining claims are common. A loss of our property rights or mining
rights  would likely cause irreversible damage to the Company and the price  of
its securities and could result in the loss of the entire value of our Company.



NONFERROUS MINERALS ARE FINITE AND EACH MINE HAS A LIMITED USEFUL LIFE. WE HAVE
PERFORMED ONLY LIMITED GEOLOGICAL STUDIES, AND OUR PLANS TO EXPLOIT OUR CURRENT
PROPERTIES  FOR  NONFERROUS  METALS  MAY BE CURTAILED OR EXHAUSTED. WE HAVE NOT
ENGAGED  IN  EFFORTS TO INVESTIGATE THE  ACQUISITION  OF  OTHER  AREAS  OR  ANY
EXPANDED POTENTIAL FOR OUR PARCEL.

Mines have limited lives and usually cannot be re-commissioned after exhaustion
of the economically  extractable  minerals. We must continually seek to replace
and  expand our mineralization and reserves  through  the  acquisition  of  new
properties.  Significant  competition  exists for the acquisition of properties
producing or capable of producing gold and  non-ferrous  metals. We may be at a
competitive disadvantage in acquiring additional mining properties  because  we
must  compete  with  other  individuals  and  companies, many of which may have
greater financial resources and larger technical  staffs  than  we  have.  As a
result  of  this  competition,  we  may  be unable to acquire attractive mining
properties on acceptable terms.

CHINA'S GROWTH HAS BEEN RAPIDLY ACCELERATING  AND  ANY REVERSAL OR SLOW-DOWN OF
CHINA'S ECONOMIC GROWTH COULD LOWER DEMAND FOR OUR MINERALS  AND  MAY ADVERSELY
AFFECT OUR GROWTH AND PROFITABILITY.

Essentially  all  of our business is located in China and will be conducted  in
China. We expect to  sell  all of our extracted minerals in China. The need for
these minerals throughout the  world  is  affected  by the increasing demand in
China. We are therefore depending on the continuation of the economic growth in
China to maintain demand for our lead and zinc and, to  a  lesser extent, gold.
The Chinese central government has recently suggested that it expect to control
or  slow the rate of growth of the Chinese economy. If the economic  growth  in
China slows or reverses it would likely have an adverse effect on our business,
its revenues  and  financial  condition,  and  the  value of our properties and
securities. We cannot assure you that China's economic  growth will continue at
the  recent pace or that any leveling or slow-down will not  negatively  affect
our business.


SHORTAGES  OF  CRITICAL PARTS, EQUIPMENT AND SKILLED LABOR MAY ADVERSELY AFFECT
OUR DEVELOPMENT PROJECTS.

The industry has  been  impacted  by  increased  worldwide  demand for critical
resources  such  as  input commodities, drilling equipment, tires  and  skilled
labor. These shortages have caused and may continue to cause unanticipated cost
increases and delays in  delivery times, potentially impacting operating costs,
capital expenditures and production schedules.


RISKS RELATING TO DOING BUSINESS IN THE PEOPLE'S REPUBLIC OF CHINA


WE ARE SUBJECT TO THE POLITICAL  AND  ECONOMIC POLICIES OF THE PEOPLES REPUBLIC
OF CHINA, AND GOVERNMENT REGULATION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
INTENDED BUSINESS.

All of our assets and operations are in  the  PRC.    As a result our operating
results and financial performance as well as the value  of our securities could
be affected by any adverse changes in economic, political and social conditions
in China.

The  Chinese  government  adopted  an "open door" policy to transition  from  a
planned economy to a market driven economy  in  1978. Since then the economy of
the PRC has undergone rapid modernization although the Chinese government still
exerts  a dominant force in the nation's economy.  This  continues  to  include
reservation  to  the  state of land use rights or mining and exploration rights
and  includes  controls  on   foreign   exchange   rates  and  restrictions  or
prohibitions on foreign ownership in various industries  including mining.  All
lands  in  China  are  state  owned and only restricted "land use  rights"  are
conveyed to business enterprises or individuals.

All of our intended exploration  and  mining  activities require approvals from
the local government authorities in China.  Obtaining  governmental approval is
typically a lengthy and difficult process with no guaranty  of  success.  Since
the lands where our mines are located were acquired through the grant of a land
use  right,  changes  in government policy could adversely affect our business.
This process may adversely affect our future business expansion.

The Chinese government  operates the economy in many industries through various
five-year plans and even  annual  plans.  A  large  degree  of  uncertainty  is
associated  with  potential  changes in these plans. Since the economic reforms
have no precedent, there can be  no  assurance  that  future  changes  will not
create materially adverse conditions on our business.

Some  of  the  measures  of  The  People's Republic of China are anticipated to
negatively affect on us. For example,  the  government  maintains  control over
capital investments in the mining of various 3precious metals, including  gold.
While  we  believe we currently comply with all applicable regulations, changes
could be materially  adverse. Also China has recently pronounced changes to tax
regulations and regulations pertaining to business acquisitions.

Due to the limited effectiveness of judicial review, public opinion and popular
voting  there are few avenues  available  if  the  governmental  action  has  a
negative  effect. Any adverse changes in the economic conditions, in government
policies, or  in  laws  and  regulations in China could have a material adverse
effect on the overall economic  growth, which in turn could lead to a reduction
in demand for our products and consequently  have  a material adverse effect on
our business.

THERE  ARE RISKS INHERENT IN DOING BUSINESS IN CHINA  OVER  WHICH  WE  HAVE  NO
CONTROL.

The political  and  economic  systems  of  the  PRC are very different from the
United  States  and more developed countries. China  remains  volatile  in  its
social, economic  and  political  issues  which  could  lead  to  revocation or
adjustment  of  reforms.   There  are also issues between China and the  United
States that could result in disputes  or  instabilities.  Both domestically and
internationally the role of China and its government  remain  in flux and could
suffer shocks, or setbacks that may adversely affect our business.

THE CHINESE LEGAL SYSTEM IS MUCH DIFFERENT FROM THAT OF THE UNITED  STATES WITH
CONSIDERABLY  LESS  PROTECTION FOR INVESTORS, AND IT MAY BE EXTREMELY DIFFICULT
FOR INVESTORS TO SEEK  LEGAL  REDRESS  IN  CHINA AGAINST US OR OUR OFFICERS AND
DIRECTORS, INCLUDING CLAIMS THAT ARE BASED UPON U.S. SECURITIES LAWS.


All of our current operations are conducted  in  China.   All  of  our  current
directors  and  officers are nationals or residents of China. All of the assets
of these persons  are located outside the United States in China. The PRC legal
system is a civil law  system.  Unlike  the  common  law  system, the civil law
system is based on written statutes in which decided legal  cases  have  little
value as precedents.  As a result there is no established body of law that  has
precedential value as is the case in most western legal systems. Differences in
interpretations and rulings can occur with little or no opportunity for redress
or appeal.


As  a  result,  it  may not be possible to effect service of process within the
United States or elsewhere outside China upon our officers and directors.  Even
if service of process  was  successful,  considerable  uncertainty exists as to
whether Chinese courts would enforce U. S. laws or judgments  obtained  in  the
United  States.  Federal  and  state  securities  laws  in  the  U.  S.  confer
substantial  rights  to  investors  and shareholders that have no equivalent in
China. Therefore a claim against us or  our officers and/or directors or even a
final judgment in the U. S. based on U. S.  may not be heard or enforced by the
Chinese courts.

In 1979, the PRC began to adopt a complex and comprehensive system legal system
and has approved many laws regulating economic  and  business  practices in the
PRC including foreign investment. Currently many of the approvals  required for
our  business can be obtained at a local or provincial level.  We believe  that
it is  generally  easier  and faster to obtain provincial approval than central
government approval. Changes  to  existing  laws that repeal or alter the local
regulatory authority and replacements by national  laws could negatively affect
our business and the value of our securities.

China's  regulations  and  policies  include  limits  on  foreign   investments
including  investment  in  mining businesses and are still evolving. Definitive
regulations and may affect percentage  ownership  allowed to foreign investment
or even controls on the return on equity. Further,  the  various  proposals are
conflicting and we may not be aware of possible violations.


NEW  CHINESE LAWS MAY RESTRICT OUR ABILITY TO CONTINUE TO MAKE ACQUISITIONS  OF
BUSINESSES IN CHINA.

New regulations on the acquisition of businesses commonly referred to as "SAFE"
regulations  (State Administration of Foreign Exchange) were jointly adopted on
August 8,  2006   by   six  Chinese  regulatory  agencies  with  jurisdictional
authority. Known as the  Regulations  on  Mergers  and Acquisitions of Domestic
Enterprises  by Foreign Investors the new Rule requires  creation  of  offshore
Special Purpose  Ventures, or SPVs, for overseas listing purposes. Acquisitions
of domestic Chinese  companies  require approval prior to listing securities on
foreign exchanges.

We  obtained  the  approvals  that  we  believe  are  required  in  making  the
acquisitions  that formed the present  company.  Nonetheless,  our  growth  has
largely been by  acquisition  and we intend to continue to make acquisitions of
Chinese businesses. Since the "SAFE"  rules  are  very  recent  there  are many
ambiguities  and  uncertainties  as  to interpretation and requirements.  These
uncertainties and any changes or revisions  to  the  regulations could limit or
eliminate  our ability to make new acquisitions of Chinese  businesses  in  the
future.

WE MAY BE AFFECTED  BY  RECENT  CHANGES  TO  CHINA'S FOREIGN INVESTMENT POLICY,
WHICH WILL CHANGE THE INCOME TAX RATE FOR FOREIGN ENTERPRISES.

On January 1, 2008 a new Enterprise Income Tax  Law  took  effect.  The new law
revises  income tax policy and sets a unified income tax rate for domestic  and
foreign companies  at  25  percent.  It  also abolishes favorable treatment for
foreign invested enterprises. When the new  law  takes effect, foreign invested
enterprises will no longer receive favorable tax treatment.   Any  earnings  we
may obtain may be adversely affected by the new law.

CHINA CONTROLS THE CURRENCY CONVERSION AND EXCHANGE RATE OF ITS CURRENCY, WHICH
COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION.


The  Chinese  government  imposes  control  over  the conversion of the Chinese
currency, the Renminbi, into foreign currencies, although recent pronouncements
indicate  that  this  policy  may  be relaxed. Under the  current  system,  the
People's Bank of China publishes a daily exchange rate based on the prior day's
activity  which  controls the inter-bank  foreign  exchange  market.  Financial
institutions are permitted  a  narrow  range  above  or below the exchange rate
based  on  then  current market conditions. Since 1977 the  State  Council  has
prohibited restrictions  on  certain  international  payments  or transfers for
current account items. The regulations also permit conversion for distributions
of dividends to foreign investors. Investment in securities, direct investment,
and loans, and security investment, are still subject to certain restrictions.


For  more than a decade the exchange rate for the Renminbi ("RMB")  was  pegged
against  the  United States dollar leaving the exchange rates relatively stable
at roughly 8 RMB for 1 US Dollar. The Chinese government announced in 2005 that
it  would begin  pegging  the  Renminbi  exchange  rate  against  a  basket  of
currencies,  instead  of  relying  solely on the U.S. dollar. This has recently
caused the dollar to depreciate as against  the  RMB.  As of December 31, 2007,
the rate was 7.3141 RMB for 1 US Dollar.  Since all of our  expected operations
are in China, significant fluctuations in the exchange rate may  materially and
adversely affect our revenues, cash flow and overall financial condition.


CHINESE LAW REQUIRES APPROVAL BY CHINESE GOVERNMENT AGENCIES AND COULD LIMIT OR
PROHIBIT  THE PAYMENT OF DIVIDENDS FROM ANY PROCEEDS OBTAINED FROM  LIQUIDATION
OF OUR ASSETS.


All of our assets are located inside the Peoples Republic of China. Chinese law
governs the  distributions  that  can  be  made  in the event of liquidation of
assets of foreign invested enterprises.  While dividend distribution is allowed
it is subject to governmental approval.  Liquidation  proceeds  would  also  be
subject  to  foreign  exchange control. We are unable to predict the outcome in
the event of liquidation insofar as it affects dividend payment to non- Chinese
nationals.


CHINA HAS BEEN THE LOCALE  FOR  THE OUTBREAK OF VARIOUS DISEASES AND A PANDEMIC
CAUSED BY DISEASES SUCH AS SARS,  THE AVIAN FLU, OR SIMILAR DISEASES COULD HAVE
A MATERIALLY ADVERSE EFFECT ON OUR  WORKERS  AND  EVEN  THE  CHINESE ECONOMY IN
GENERAL, WHICH MAY ADVERSELY AFFECT BUSINESS.
<PAGE>	17

 The World Health Organization reported in 2004 that large scale  outbreaks  of
avian  flu  throughout  most  of  Asia,  including  China,  had nearly caused a
pandemic that would have resulted in high mortality rates and which could cause
wholesale  civil  and  societal  disruption.   There  have  also  been  several
potential outbreaks of similar pathogens in China with the potential  to  cause
large  scale  disruptions,  such  as  SARS, pneumonia and influenza. Any future
outbreak which infiltrates the areas of  our  operations  would  likely have an
adverse effect on our ability to conduct normal business operations.


                      RISKS RELATING TO OUR COMMON STOCK


THERE  IS  CURRENTLY  A  LARGE  MARKET OVERHANG IN OUR COMMON STOCK AND  FUTURE
CONVERSIONS AND SALES OF OUR COMMON  STOCK  COULD  DEPRESS THE MARKET PRICE AND
DIMINISH THE VALUE OF YOUR INVESTMENT.

The Company recently issued 500,000 shares of Series  C  Convertible  Preferred
Stock  in  the  exchange  of  securities  that  acquired our current assets and
operations. Each share of Series C Preferred Stock  carries  the right to 1,218
votes per share. If each share is converted, the Series C Convertible Preferred
Stock will be convertible into common stock at a rate sufficient  to  yield  an
aggregate  of  approximately  609Million  common  shares. Future conversion and
sales of shares of our common stock or securities that are convertible into our
common stock, could adversely affect the market price  of  our common stock. If
any of our principal stockholders sells a large number of shares or if we issue
a  large  number of  shares,  the  market  price  of  our  common  stock  could
significantly decline. Moreover, the perception in the public  market  that our
principal stockholders might  sell shares of common stock could further depress
the  market  for  our common stock.


THERE IS  A  LARGE  NUMBER  OF  PREFERRED  SHARES OUTSTANDING THAT WILL RECEIVE
PREFERENCES  OVER  THE  COMMON  STOCK  IN  THE  DISTRIBUTION  OF  DIVIDENDS  OR
LIQUIDATED ASSETS AND VOTING RIGHTS, WHICH WILL LIMIT THE ABILITY OF THE COMMON
STOCKHOLDERS TO HAVE AN EFFECTIVE VOICE IN THE MANAGEMENT OF THE COMPANY.


The  Company  currently has 500,000 shares of Series  C  Convertible  Preferred
Stock outstanding.  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.  This effectively eliminates the ability  of  the
common stock  holders  to participate in the management of the Company, such as
the election of directors and corporate changes or conversions.


THE MARKET FOR SHARES OF  OUR  COMMON  STOCK HAS BEEN LIMITED AND SPORADIC, AND
THERE IS NO GUARANTEE THAT A MARKET WILL  BE  AVAILABLE  FOR  YOU  TO SELL YOUR
SHARES.


Shares  of our common stock are not listed on any exchange but are sporadically
traded in over the counter transactions or in inter-dealer quotations from time
to time.  Currently there are several market makers who have posted bid and ask
prices for  our shares but there is no guarantee that they or any other brokers
will continue  any  activities. Our stock has been very thinly traded and there
are many days or weeks  that  the  shares  have  not traded at all. There is no
assurance that any market will exist at the time that  a  shareholder wishes to
sell the shares and there is no assurance that any market will continue.

OUR COMMON STOCK PRICE COULD BE VOLATILE AND MAY NOT APPRECIATE IN VALUE.

The market price of shares of our common stock has fluctuated  and is likely to
continue to fluctuate significantly. Fluctuations could be rapid and severe and
may provide investors little opportunity to react. Factors such  as  changes in
commodity  prices,  conversion  of  our  preferred  shares,  results  from  our
operations,  and  a  variety  of  other  factors,  many of which are beyond the
control of the Company, could cause the market price  of  our  common  stock to
fluctuate substantially. Also, stock markets in penny stock shares tend to have
extreme  price  and  volume  volatility.  The  market  prices of shares of many
smaller public companies securities are subject to volatility  for reasons that
frequently  unrelated  to the actual operating performance, earnings  or  other
recognized measurements  of value. This volatility may cause declines including
very sudden and sharp declines  in  the  market  price  of our common stock. We
cannot assure investors that the stock price will appreciate  in  value, that a
market  will  be  available  to resell your securities or that the shares  will
retain any value at all.

BECAUSE OUR SHARES ARE DEEMED HIGH RISK "PENNY STOCKS," YOU MAY HAVE DIFFICULTY
SELLING THEM IN THE SECONDARY TRADING MARKET.


The Commission has adopted regulations  which  generally define a "penny stock"
to be any equity security that has a market price  (as  therein  defined)  less
than  $5.00  per  share or with an exercise price of less than $5.00 per share,
subject to certain  exceptions.  Additionally,  if  the  equity security is not
registered or authorized on a national securities exchange, the equity security
also  constitutes  a  "penny  stock."  As  our  common stock falls  within  the
definition of penny stock, these regulations require the delivery, prior to any
transaction  involving  our  common  stock,  of  a  risk   disclosure  schedule
explaining  the  penny  stock  market and the risks associated with  it.  These
regulations generally require broker-dealers  who  sell penny stocks to persons
other  than  established  customers  and  accredited  investors  to  deliver  a
disclosure schedule explaining the penny stock market and  the risks associated
with  that  market.  Disclosure is also required to be made about  compensation
payable to both the broker-dealer and the registered representative and current
quotations for the securities.  These  regulations  also  impose  various sales
practice  requirements  on broker-dealers. In addition, monthly statements  are
required to be sent disclosing  recent  price information for the penny stocks.
The ability of broker/dealers to sell our  common  stock  and  the  ability  of
shareholders  to sell our common stock in the secondary market is limited. As a
result, the market  liquidity  for  our  common stock is severely and adversely
affected. We can provide no assurance that trading in our common stock will not
be subject to these or other regulations in  the future, which would negatively
affect the market for our common stock.
<PAGE>	18

WE  MAY  INCUR  SIGNIFICANT  COSTS  TO ENSURE COMPLIANCE  WITH  U.S.  CORPORATE
GOVERNANCE AND ACCOUNTING REQUIREMENTS.


We  expect  to  incur significant costs  associated  with  our  public  company
reporting  requirements,  costs  associated  with  newly  applicable  corporate
governance requirements, including requirements under the Sarbanes-Oxley Act of
2002 and other  rules implemented by the SEC. We expect all of these applicable
rules and regulations  to increase our legal and financial compliance costs and
to make some activities  more  time-consuming  and  costly. We also expect that
these  applicable  rules and regulations may make it more  difficult  and  more
expensive for us to  obtain director and officer liability insurance and we may
be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain  the  same  or  similar coverage. As a result, it may be
more difficult for us to attract and retain  qualified  individuals to serve on
our  board  of directors or as executive officers. We are currently  evaluating
and monitoring  developments  with respect to these newly applicable rules, and
we cannot predict or estimate the  amount  of  additional costs we may incur or
the timing of such costs.


WE DO NOT FORESEE PAYING CASH DIVIDENDS IN THE FORESEEABLE FUTURE.


We have not paid cash dividends on our stock and  we  do  not  plan to pay cash
dividends  on  our  stock in the foreseeable future.  We intend to  retain  any
earnings  to  expand  our   operations   and   explore   additional  areas  and
opportunities in our industry. Therefore an investment in  our  common stock is
not appropriate for investors who require regular and periodic returns on their
investments.


ITEM 2.                   DESCRIPTION OF PROPERTIES


All  land  in  China  is  owned  by  the  State. Individuals and companies  are
permitted  to  acquire  rights to use land or  land  use  rights  for  specific
purposes. In the case of land used for commercial purposes, the land use rights
are granted for a period  of  50  years.  This  period  may  be  renewed at the
expiration of the initial and any subsequent terms. Granted land use rights are
transferable and may be used as security for borrowings and other obligations.

CORPORATE  HEADQUARTERS  Our  corporate  headquarters  are  located  on  leased
premises  consisting  of  534  square  meters located at Fifth Floor, High-Tech
Mansion,  Gaoxin Road, Hi-tech Zone, Xi'An,  Shaanxi  Provence  PRC,  Postcode:
710075. Our  Telephone  number is (86) 29-88331685 and  our fax  number is (86)
29-88332335. The headquarters are leased from May 31, 2007 to June 1, 2008 at a
rental rate $39,385 per year.
<PAGE>	19

THE DONGFANG PARCEL

Xunyang  County  in the Shaanxi Province of southwestern China has an extensive
history in mining.  Called the "Golden State" in ancient times it is located in
the Qinba Mountain Area at a geologic junction of "Shan, Zha, Zhen, Xun", which
are the four primary  metallogenic  prospective  areas in the Shaanxi Province.
This area, having been likened to China's "Ural" is  the resources reserve area
of  several  metals in China including gold, silver, copper,  iron,  lead,  and
zinc. Over 30  different  minerals  have  been  proven  up  in  Xunyang County,
including reserves of basic raw materials such as lead & zinc, gold,  mercury &
antimony, and limestone.

Our  subsidiary  Dongfang Mining,  obtained the mining rights to a 67.82  sq.km
parcel in the Jiao  Shan  Zhai  Mining  Area, located in Xunyang County-Guo Jia
Ling, Xunyang County, Shaanxi Province (the  "Donfang Parcel.") Approval of the
exploration rights was granted by appropriate authorities in certificate number
is 6100000720386.

The Dongfang Parcel is located in the Guo Jia  Ling- Jiao Shan Zhai Mining Area
is located in eastern Xunyang County, under the  jurisdiction  of  Shuhe  Town,
Guankou  Town  and  Gouyuan  Village,  Xunyang  County,  and  Shaanxi  Province
according  to  its  administrative  division. The North end of this mining area
starts at Cai Jia Gou, at the south end  at  Cai Miao Ya. It begins in the east
from Shi Jia Gou Nao and ends at Si Ren Gou in  the  west, with a whole area of
67.82 sq.km. Longitude, 109*26*30*--109*38*30*, and North Latitude, 32*55*45*--
33*01*00*.

Mineral Deposits

Dongfang Mining obtained the exploration  rights  to  the  Dongfang  Parcel  on
September 19, 2003.  In  the same year, they finished 1/10,000 geological rough
survey, geochemical profile survey and trench exploration on lead  &  zinc  and
gold mines in  Dong  Er  Gou, Xunyang  County within the area of 1.15 sq.km. by
consigning the first  geological team of Geology and Mineral Bureau of Shaanxi.
Lead  &  zinc mineralization   clues   had   been   found   and  efforts  began
to  evaluate reconnaissance and prospecting.

During 2005-2006, the company dug a prospecting  hole  with  a spatial depth of
more  than 60 meters and a test trench with 240m3 in the region  of  Jiao  Shan
Zhai, and  discovered  five  gold  mine  veins,  each  with a length of over 30
meters.  Analyzed  on  the  mineral  information  obtained,  there   are  still
relatively large gold deposits in this mining area. At the end of August  2007,
three lead and zinc ore bodies and a gold ore body was preliminarily proven up,
as indicated in the exploration information of the geological team.

The mining area covered by the Dongfang Parcel can be divided into three areas.
Gold  deposits are known in the area and management has estimated gold reserves
at about  3-5  tons.  Total reserves of lead and zinc ore in this region is 3-5
million tons, whose average  grade  is 8-15% and some even can reach as high as
45% based on geologic studies.

Our  plan  for  2008  is  to finish reconnaissance  and  evaluation  and  begin
prospecting the known ore bodies  and  controlling  the  trench exploration. We
intend to stress deep drilling and tunnel exploration validation.  We hope this
will allow us to enlarge the ore body scale and prove up the anomalous regions.
We expect to accomplish this primarily with drilling and tunnel exploration.

Specific implementation methods are as follows:

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

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

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

   -   Continue construction; and

   -   Reach scale production by the end of 2008


ITEM 3.                          LEGAL PROCEEDINGS

We  are not presently involved in  any  litigation  that  is  material  to  our
business.  We  are not aware of any pending or threatened legal proceedings. In
addition, none of  our  officers,  directors,  promoters or control persons has
filed or been involved for the past five years:

   -   in any bankruptcy petition,
   -   in any conviction of a criminal proceeding  or involved in a pending
       criminal proceeding (excluding traffic violations and minor offenses),
   -   is  subject  to  any  order,  judgment or decree enjoining,  barring
       suspending  or  otherwise limiting their  involvement  in  any  type  of
       business, securities, or banking activities,
   -   or has been found  to have violated a federal or state securities or
       commodities law.

<PAGE>	20
Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


       None.


Item 5.    MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
	   BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES



The Company's  Common Stock is  traded over-the-counter and quoted from time to
time  in  the  OTC  Bulletin   Board   under   the  trading  symbol  "NAGM.OB".
Consequently, there is currently  no  established public trading market for the
Company's Common Stock. The following table  sets  forth  the range of high and
low bid prices as reported by the OTC Bulletin Board for the periods indicated.
Such quotations represent inter-dealer prices without retail  markup, markdown,
or commission, and may not necessarily represent actual transactions


CALENDAR YEARS           BY QUARTER       BID PRICE
--------------           ----------       --------------
                                          HIGH      LOW
                                          -----     -----

2007                     First            0.023   0.08
                         Second           0.023   0.48
                         Third            0.03    0.10
                         Fourth           0.02    0.065


2006                     First            $0.06  $0.03
                         Second            0.04   0.03
                         Third             0.12   0.02
                         Fourth            0.07   0.03

Item 6 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.
<PAGE>	21

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


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

   *  legislative and regulatory changes that affect our business;

   *  the availability of funds and working capital;

   *  the actions and initiatives of current and potential competitors;

   *  investor sentiment; and

   *  our reputation.


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

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


                                   OVERVIEW

We are an exploration stage mining company and we have had no revenues  and  do
not  expect  revenues  until  we begin the process of extracting minerals which
will not start until 2008, if at  all.   We  have sustained considerable losses
from our exploration and other activities to date.

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

On  February  4,  2008,  (the  "Closing  Date")  we acquired HONGKONG  WAH  BON
ENTERPRISE LIMITED ("Wah Bon") and its three subsidiaries:   SHAANXI  TAI  PING
YANG  XIN  NENG  YUAN  DEVELOPMENT  COMPANY LIMITED ("Tai Ping Yang "); SHAANXI
CHANG JIANG SI YOU NENG YUAN FA ZHANG  GU  FENG  YOU  XIANG  GONG  SI   ("Chang
Jiang")  and DONGFANG MINING COMPANY LIMITED ("Dongfang Mining".) Wah Bon  owns
100% of Tai Ping Yang. Tai Ping Yang owns 97.2% of Chang Jiang; and Chang Jiang
owns 60% of  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.
<PAGE>	22

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 Mining 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 interests					  (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 loss after  the effective date of
    the acquisition of February 5, 2007.

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


<PAGE>	22
					   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  the  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 Huanghe
for 20% equity  interest  in  Dongfang  Mining  owned  by the stockholder.  The
acquisition of 20% of Dongfang Mining from the related party  was accounted for
as  a  purchase  under  common  control.  As a result of these transactions  we
recorded goodwill of $3,115,544 in the balance sheet of the Company.


   The operations of Huanghe have been reclassified  as discontinued operations
   in the accompanying consolidated statements of operations for the year ended
   December 31, 2006 and are summarized as follows:

Operating expenses		$	 (282,728)

Loss from operations		$	 (291,885)

Net loss			$	 (291,885)


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


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

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

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

<PAGE>	23

    The following is a summary of land use rights at December 31, 2007:


Cost				$	 17,891,607
Less: accumulated amortization		 (1,148,125)
				-------------------
Land use rights, net		$	 16,743,482
				===================


The  land use rights are amortized over fifty years of the term of leases.  The
amortization expense for the year ended December 31, 2007 and December 31, 2006
was $ 367,480 and $350,690 respectively.


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

As reflected in the accompanying consolidated financial statements, the Company
has  an  accumulated  deficit  during  the  exploration stage of $11,794,802 at
December 31, 2007 which includes a net loss of  $8,959,472  for  the year ended
December 31, 2007. The Company's current liabilities exceed its current  assets
by  $5,358,730  and  the  Company  used  cash  in operations of $442,727. These
factors  raise  substantial doubt about its ability  to  continue  as  a  going
concern.  In view  of  the  matters  described above, recoverability of a major
portion of the recorded asset amounts  shown  in  the accompanying consolidated
balance sheet is dependent upon continued operations  of  the company, which in
turn  is  dependent  upon  the  Company's ability to raise additional  capital,
obtain  financing  and  succeed  in  its   future  operations.   The  financial
statements do not include any adjustments relating  to  the  recoverability and
classification  of  recorded  asset  amounts  or amounts and classification  of
liabilities that might be necessary should the Company be unable to continue as
a going concern.


Theme Park Segment

We originally planned to construct a theme park business on the parcel but have
delayed those plans while we direct our resources  on the mining opportunities.
Therefore  most  of  our  assets  are  recorded in the theme  park  segment  of
financial  statements although this is no  longer  the  primary  focus  of  the
Company.

The theme park  segment  incurred losses of $895,824 during 2007 and $1,048,579
during 2006. Since the land  use right was originally conveyed for a theme park
business, the theme park segment carries the amortization costs of the land use
right. These costs were $367,480  for  the year ended 2007 and $350,690 for the
year ended 2006.


This  segment also incurs imputed interest  expense  from  loans  from  related
parties. Total imputed interest recorded as additional paid-in capital amounted
to $243,337 and $83,136 for the years ended December 31, 2007 and 2006.




                              PLAN OF OPERATIONS


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

To  date  we  have  financed our activities from loans  received  from  related
parties. Until we begin  to  generate revenues we expect to continue to rely on
loans from our directors and related parties. Our directors have indicated that
they will continue to make loans  for  the next twelve (12) months or until the
Company begins to generate revenues, whichever  first  occurs.   Other than the
oral assurances given by the directors, we have no other sources of capital and
there can be no guarantee that the Company will be able to meet its obligations
or  obtain sufficient capital to complete its plan of operations for  the  next
twelve (12) months.

<PAGE>	24
Our plan  for  2008  is  to  finish  reconnaissance  and  evaluation  and begin
prospecting  the  known  ore bodies and controlling the trench exploration.  We
intend to stress deep drilling  and tunnel exploration validation. We hope this
will allow us to enlarge the ore body scale and prove up the anomalous regions.
We expect to accomplish this primarily with drilling and tunnel exploration.

Specific implementation methods are as follows:

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

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

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

   -   Continue construction; and

   -   Reach scale production by the end of 2008

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

RESULTS OF OPERATIONS

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006

        The Company is an exploration stage company and  has  not yet generated
any revenue and consequently has also not generated any gross profit.

       OPERATING EXPENSES. Total operating expenses for the year ended December
31,  2007 decreased to $746,461,from $964,548 for the year ended  December  31,
2006.  Overall expenses before taxes and minority interests, for the year ended
December 31, 2007 was $988,673 as compared to the year ended December 31, 2006,
of $1,048,579.  The  difference of $59,906 or approximately 5.7% over the prior
period, the overall decrease in expenses is due to the following increases in:


   .  A reduction of general  and  administrative  expenses from  $590,764  for
      the year ended December 21, 2006 to $349,269 for the year ended  December
      31, 2007.

   .  other expense,  which  increased from $84,031 for the year ended December
      31, 2006 to $242,337 for the year ended December 31, 2007.

   .  an increase in imputed interest expense from $83,136 to $243,337 which is
      reflected  in  the  increase  in  other expenses. Total  imputed interest
      recorded as additional paid-in  capital  amounted to $243,337 and $83,136
      for the years ended December 31, 2007 and 2006.

   .  Depreciation  increased slightly from $23,094 for the year ended December
      31, 2006 to $29,712 for the year ended December 31, 2007

   .  Amortization of land use rights increased  from  $350,690  for  the  year
      ended December 31, 2006 to $367,480 for the year ended December 31, 2007.
<PAGE>	25

       NET LOSS. Our net loss for the year ended December 31, 2007 increased to
$8,959,472 from $1,282,873  for  the  year ended December 31, 2006. The overall
increase in net loss of $7,675,599, almost  a  seven  fold  increase,  over the
prior  year  period, is primarily due to the increase in loss from discontinued
operations. Discontinued  operations increased from $291,885 for the year ended
December 31, 2006 to $8,027,234 as of December 31, 2007.

       COMPREHENSIVE LOSS.  Our  comprehensive loss for the year ended December
31, 2007 increased to $7,788,802 from  $568,766  which  reflects  a  $7,220,036
increase  in foreign currency translation gains, from $714,107 at December  31,
2006 to $1,170,670 for the year ended December 31, 2007.

       STOCKHOLDERS'  EQUITY.  Stockholders'  equity decreased by $7,970,139 to
$14,133,490 as of December 31, 2007, or approximately  36%  from $22,103,599 as
of  December  31,  2006.  The  decrease  was  primarily  due to a net  loss  of
$8,959,472 during the year ended December 31, 2007 from $1,282,873 for the year
ended December 31, 2006. The decrease was improve slightly  by  improvement  in
the foreign currency translation gain of $456,563, an increase of approximately
64%.

LIQUIDITY AND CAPITAL RESOURCES

       GENERAL.   Overall, we had an increase in net loss of $7,676,599 for the
year ended December  31, 2007 resulting from $8,027,234 in losses from disposal
of discontinued operations.  Net cash used in operating activities of $442,727,
net  used in investing activities  of  $3,111,829  and  net  cash  provided  by
financing  activities of $1,453,977. At December 31, 2007, our cash balance was
$479,241 as  compared to $2,065,978 for the prior year, a decline of $1,586,737
or approximately 77%.

       CASH FLOWS  FROM  OPERATING  ACTIVITIES.  Net  cash  used  in  operating
activities  of  $442,727  for  the  year  ended December 31, 2007 was primarily
attributable to a net loss from discontinued  operations.  The  adjustments  to
reconcile  the  net  loss  to net cash, including depreciation and amortization
expense of $29,712, amortization  of  land  use  rights  of  $367,480,  imputed
interest  expense  of $243,337, adjustment for minority interests of $(56,435),
an increase in current assets and prepayments of $254,098 and other payables of
$159,515.

       CASH  FLOWS FROM  INVESTING  ACTIVITIES.  Net  cash  used  in  investing
activities of  $3,111,829  for  the  year ended December 31, 2007 was primarily
attributable to:

          -   Net  cash  outflow from  the  disposal  of  the  discontinued
              operations of $1,406,430
          -   Net  cash outflow  from  the  acquisition  of  subsidiary  of
              $1,017,903
          -   $537,126 from related parties
          -   Proceeds of note receivable of $133,000; and
          -   Purchase of furniture and equipment of $42,954.

       CASH FLOWS FROM FINANCING ACTIVITIES. Net cash of $1,453,977 provided by
financing activities in  the  year ended December 31, 2007 was primarily due to
the  investment  from  minority  shareholders   of   $2,146,708,   and  capital
contributions by shareholders of $128,205. This was offset by $619,747 from the
discontinued  operations,  $481,477  in  paid  in  capital and $249,189 due  to
stockholders.

       FINANCING. We have not generated any revenues  as  of  December 31, 2007
and so are considered an exploration stage company. We ended 2007 with $479,241
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  or
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 2008.  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 2008 will require  us to raise additional capital, of
which there can be no assurance. We are, therefore, actively seeking additional
debt or equity financing until we become cash flow positive.

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


<PAGE>	26
       EXTERNAL  SOURCES  OF  LIQUIDITY.  We  intend  to pursue  all  potential
financing  options  in  2008  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  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.

RECENT DEVELOPMENTS

On February 4, 2008, we closed an acquisition of  Hongkong  Wah  Bon Enterprise
Limited ("Wah Bon"). On September 2, 2007, Wah Bon had acquired 100%  ownership
of  Tai  Ping  Yang  at  a consideration of $128,205 in cash. We issued 500,000
shares of series C convertible  preferred  stock  in  exchange  for  all of the
outstanding  shares  of  Wah  Bon.   This  transaction was treated as a reverse
merger for accounting purposes and we have therefore  presented  all  financial
data in consolidated form, except where otherwise noted.


Financial Condition

We had total assets of $ 21,797,756 and $27,698,032 as of December 31, 2007 and
December  31, 2006. Most of this reduction was the result of an adjustment  for
discontinued operations and disposal of a subsidiary.

These operations  consisted  of  our exchange of our 92.93% interest in Huanghe
for an additional 20% interest in  Dongfang  Mining  and  were  discontinued on
March  22,  2007.  Since  the  Huanghe  business  was  unrelated to our current
emphasis  on the mining industry, we believed this exchange  would  permit  the
Company to  focus  its resources on its mining operations. Since the book value
of the 20% of Dongfang  Mining  that  we  received  in return was negative, the
recorded a loss of $8,027,234 on the disposal of the discontinued operations.

The largest part of our assets is the Land Use Rights  we  hold.  Net  land use
rights were $16,743,482 as of December 31, 2007, down from $24,780,907 for  the
year  ended  December  31, 2006.  The primary reason for this decrease was that
our subsidiary, Chang Jiang  disposed  of  its  92.93%  interest  in Huanghe in
exchange for 20% equity interest in Dongfang Mining.

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

Since  the  Chinese  government  owns  all  of the land in China, we would need
government approval to sell or transfer the right.  We  also  recorded goodwill
from the acquisition of part of our interest in Dongfang Mining  of $3,115,544.
Therefore, our assets are extremely illiquid.

Our current liabilities were $7,044,519 as of December 31, 2007.  $2,510,892 is
owed to related companies, along with $1,858,217 due to stockholders. Our other
payables and accrued expenses were $2,074,561. On August 15, 2007,  7.2% 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.

  <PAGE>	27
Tax Liabilities

Neither North American Gaming nor Wah Bon had income for income tax purposes in
2007 and 2006. Wah Bon is a Hong Kong corporation and  therefore  is subject to
Hong  Kong profits tax. All of the subsidiaries of Wah Bon are incorporated  in
the PRC  and  therefore  are  subject  to  income  tax  in  China.  The current
applicable  tax rate has been 33% and no tax benefit is expected from  the  tax
credits in the  future.  There  is  no provision for income tax expense for the
years ended December 31, 2007 and December 31, 2006.


The Company has deferred tax assets at  December  31, 2007 which consist of net
operating loss carry forwards calculated using statutory  effective  tax rates.
Due  to  its  history of losses, realization of its net deferred tax assets  is
unlikely.   Consequently,  the  Company  has  provided  a  valuation  allowance
covering 100% of its net deferred tax assets.

The reconciliation  of  income taxes computed at the statutory income tax rates
to total income taxes for the year ended December 31, 2007 is as follows:



North American
	Income tax computed at the federal statutory rate		34%
	State income taxes, net of federal tax benefit			 0%
									---
	Valuation allowance					       (34%)
									===
Wah Bon
	Profits tax computed at the applicable tax rate			17%
									---
	Valuation allowance					       (17%)
									===
Tai Ping Yang, Chang Jiang and Dongfang Mining
	Income tax computed at the applicable tax rate			33%
									---
	Valuation allowance					       (33%)
									===
Total deferred tax asset						 0%
									===
    The Company's future obligations include notes payable at December 31, 2007
    consist of the following:


Note payable to a third party, interest rate of 12% per annum,
	guaranteed by a stockholder, due February 2008 		   $	114,634
Note payable to a related party, interest rate of 8% per annum,
	collateralized by note receivable from a third party, due
	December 2007							458,512
Current maturities						   $	573,146

    Other  payables and accrued liabilities at December 31, 2007 consist of the
    following:

Other payables 							$	 65,432
Consideration payable to a former owner of Dongfang Mining	      1,872,131
Statutory staff welfare					 		  5,884
Accrued interest payable					 	 75,434
Accrued liabilities					 		 55,680
								---------------
								$     2,074,561
								===============

<PAGE>	28

Lease

The Company  occupied  office  space  consisting  of  534  square  meters  in a
commercial office building in Xi'An, PRC under an operating lease which expires
on June 30, 2008 at a monthly rental of $3,282.

As  of  December  31, 2007 and 2006, the Company had outstanding commitments of
$19,692 and $35,772  with  respect to above operating leases, which are all due
within one year.



Critical Accounting Policies

Impairment:  We review all assets to be held and used in the Company's business
for impairment, whenever events  or  changes in circumstances indicate that the
related  carrying  amount may not be recoverable.   When  required,  impairment
losses on assets to  be held and used are recognized based on the fair value of
the assets.


                  RECENT FINANCIAL ACCOUNTING PRONOUNCEMENTS

In September 2006, FASB  issued  Statement 157, "Fair Value measurements". This
statement defines fair value and establishes  a  framework  for  measuring fair
value  in  generally  accepted  accounting principles ("GAAP"). More precisely,
this statement sets forth a standard  definition of fair value as it applies to
assets or liabilities, the principal market  (or  most advantageous market) for
determining  fair  value  (price),  the  market participants,  inputs  and  the
application  of the derived fair value to those  assets  and  liabilities.  The
effective date of this pronouncement is for all full fiscal and interim periods
beginning after  November 15, 2007. The Company does not expect the adoption of
SFAS 157 to have an  impact on the Company's results of operations or financial
condition.

In February 2007, the  FASB  issued  Statement  159, "The Fair Value Option for
Financial Assets and Financial Liabilities", which  permits  entities to choose
to  measure many financial instruments and certain other items  at  fair  value
that  are  not  currently  required to be measured at fair value. SFAS 159 will
become effective on January  1,  2008.  The Company is currently evaluating the
impact this new Standard, but believes that  it will not have a material impact
on the Company's financial position.

In  December  2007,  FASB  issued  Statement  141  (Revised   2007),  "Business
Combinations".  This  statement  provides guidance on improving the  relevance,
representational  faithfulness,  and   comparability   of  information  that  a
reporting entity provides in its financial reports about a business combination
and its effects. This Statement will become effective where  is the acquisition
date  is  on  or  after  the  beginning  of  the first annual reporting  period
beginning on or after December 15, 2008. The Company  is  currently  evaluating
the  impact  this  new  Standard, but believes that it will not have a material
impact on the Company's financial position.

In  December 2007, FASB issued  Statement  160,  "Noncontrolling  Interests  in
Consolidated  Financial  Statement  -  an  amendment  of  ARB  No.  51",  which
establishes  accounting  and  reporting  standards  to  improve  the relevance,
comparability,  and  transparency  of financial information in its consolidated
financial statements that include an outstanding noncontrolling interest in one
or more subsidiaries. This effective  will  effective  for  all full fiscal and
interim  periods  beginning after December 15, 2008. The Company  is  currently
evaluating the impact  this  new Standard, but believes that it will not have a
material impact on the Company's financial position.
<PAGE>	29

                        OFF BALANCE SHEET ARRANGEMENTS


        None.



Item 7.      FINANCIAL STATEMENTS

The full text of our audited consolidated  financial  statements for the fiscal
years ended December 31, 2007 and 2006 begin on F-1 of this report.

Item 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE


Previous Principal Independent Accountants


As  of  the  Closing  Date we dismissed Sartain Fischbein & Company, CPA as our
principal independent accountants,  and  engaged Jimmy C.H. Cheung & Co. as our
new  principal independent accountants to perform  procedures  related  to  our
financial  statements  for  the  fiscal  year  ending  December 31, 2007, to be
included on our Form 10-KSB under Section 13(a) or 15(d) under the Exchange Act
of 1934, as amended, and for the fiscal quarterly reports,  beginning  with the
quarter  ending  September  30,  2007.  As  described  below, the change in our
principal independent accountants was not the result of  any  disagreement with
Sartain  Fischbein  &  Company, CPA. In January 2007, pursuant to  approval  by
management  and the Board  of  Directors,  we  dismissed  Sartain  Fischbein  &
Company, CPA  as  our principal independent accounting firm. Management and the
Board of Directors  at  that  time participated in and approved the decision to
change principal independent accounts.  Our  financial  statements  for  as  of
December  31,  2006,  2005,  2004 and 2003 were prepared by Sartain Fischbein &
Company, CPA.


Sartain Fischbein & Company, CPA's  reports on the financial statements did not
contain an adverse opinion or disclaimer  of opinion and was not modified as to
uncertainty, audit scope, or accounting principles,  except  that  the  reports
contained  an  explanatory  paragraph  indicating that substantial doubt exists
about our ability to continue as a going concern.


We have had no disagreements with Sartain  Fischbein  &  Company,  CPA  on  any
matter  of  accounting principles or practices, financial statement disclosure,
or auditing scope  or  procedure,  which  disagreements  if not resolved to the
satisfaction of Sartain Fischbein & Company, CPA would have  caused  it to make
reference  to the subject matter of any such disagreements in their reports  on
the financial statement for the periods ended December 31, 2006, 2005 and 2004.
We requested  that  Sartain Fischbein & Company, CPA furnish a letter addressed
to the Securities and  Exchange Commission stating that it is not in a position
to agree or disagree with the above statements.


New Principal Independent Accountants


Effective as of the closing  date  of  February 4, 2009, our Board of Directors
engaged  Jmmy  C.H.  Cheung  &  Co. as our new  independent  registered  public
accounting firm. The Company had  not  consulted  with  Jimmy C.H. Cheung & Co.
prior to that time regarding (i) the application of accounting  principles to a
specific completed or contemplated transaction, the type of audit  opinion that
might  be  rendered on our financial statements, or any written or oral  advice
that was an  important  factor considered by us in reaching a decision as to an
accounting, auditing or financial  reporting issue; or (ii) any matter that was
the subject of a disagreement.
<PAGE>	30

ITEM 8A.

      Our  management  has  evaluated,  under  the  supervision  and  with  the
participation  of  our Chief Executive Officer and Chief Financial Officer, the
effectiveness of our  disclosure  controls  and procedures as of the end of the
period covered by this report pursuant to Rule 13a-15(b)  under  the Securities
Exchange Act of 1934 (the "Exchange Act"). Based on the evaluation,  our  Chief
Executive  Officer  and  Chief  Financial  Officer  have  concluded that, as of
December 31, 2007, our disclosure controls and procedures are not effective.

MANAGEMENTS' ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

      Management  is  responsible  for  establishing  and maintaining  adequate
internal control over financial reporting of the Company. Internal control over
financial reporting is a process designed by, or under  the supervision of, our
chief  executive  and chief financial officers and effected  by  our  board  of
directors, management  and  other  personnel,  to  provide reasonable assurance
regarding  the  reliability  of  financial  reporting and  the  preparation  of
financial  statements  for  external  purposes  in  accordance  with  generally
accepted accounting principals.

      Management, with the participation of our principal executive officer and
principal financial officer, has evaluated the effectiveness  of  our  internal
control  over  financial  reporting  as  of  December  31,  2007.  Based on our
evaluation described above, management has concluded that our internal  control
over  financial reporting was not effective as of December 31, 2007. Management
has determined  that  (i)  our inadequate staffing and supervision and (ii) the
significant  amount of manual  intervention  required  in  our  accounting  and
financial reporting  process  are  material  weaknesses in our internal control
over financial reporting.

      This  annual  report  does  not  include  an attestation  report  of  the
Company's  registered public accounting firm regarding  internal  control  over
financial  reporting.  Management's  report  was  not  subject  to  attestation
requirements  by  our  registered  public accounting firm pursuant to temporary
rules of the Securities and Exchange  Commission  that  permit  the  Company to
provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

      There  was  no  change  in  our internal control over financial reporting
during the year ended December 31,  2007   that  has materially affected, or is
reasonably  likely to materially affect, our internal  control  over  financial
reporting.

ITEM 8B. OTHER INFORMATION.

      None.



<PAGE>	32

Item 9.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  following table sets forth the existing  officers  and  directors  of  the
Company.


DIRECTOR      	AGE		POSITION AND OFFICE TO BE HELD WITH THE COMPANY
NAME OF PERSON
Chen Wei Dong 	38 		President, Chief Executive Officer and Chairman
				of the Board
Xu Wei        	32 		Chief Financial Officer
Zhang Hong Jun	41 		Director
Wang Sheng Li 	41		Director
Li Pen        	32 		Director
Tian Hai Long 	35 		Director


Each director  of  the  Company  will serve until its next annual shareholders'
meeting and until his successor is appointed.  Subject to employment agreements
that they may have, the officers serve  at  the  discretion  of  the  board  of
directors of the respective companies.

BIOGRAPHICAL INFORMATION OF-OFFICERS AND DIRECTORS OF THE COMPANY

Listed  below  is biographical information for each of the foregoing designated
new directors and  officers  of  the  Company following the Exchange, including
their  principal  occupations  during  the   past  five  (5)  years  and  other
affiliations:

CHEN WEI DONG - President and Chief Executive Officer

Mr. Chen serves as our President and Chief Executive Officer and as a Director.
Mr. Chen was named as Chairman of Changjiang Petroleum in March 2006.  Prior to
that, he was General Manager of Du Kang Trading  Company  from 2001 to 2006 and
was a Bank Director of Branch Bank of China Agriculture Bank  from  May 1991 to
January  2001.   He  served in the army of the People's Republic of China  from
October 1985 to March  1990.   Mr.  Chen  studied  in  Northern West University
Management School, majoring in Enterprise Management.

XU WEI - Chief Financial Officer

Ms. Wei was named as CFO of Changjiang Petroleum Energy  Development  Stock Co.
Ltd.  in  March  2006.  From 1900 to 1998, she was deputy section chief of  the
accounting department  of  Shaanxi Weinan Textile Factory.  In 1999, she worked
in Shaanxi Hui Huang Construction  and  Building Material Company as manager of
the accounting department.  She passed the  Adult  Self  Study  Examination  in
Shaanxi Province in 1990 with a major in Accounting.


<PAGE>	33

ZHANG HONG JUN - Director

Mr. Zhang was named as a director of Changjiang Petroleum in April 2006.  Prior
to  that,  he  was  Chairman and CEO of Shaanxi Baishui Dukang Liquor Co. since
2002-2005.   He  is  the   Executive  Commissioner  of  Shaanxi  Federation  of
Industry & Commerce, an academician  of  the  China  Academy  of  Management of
Science,  the  Shaanxi  Deputy  of  the  National  People's  Congress,  Shaanxi
Executive Commission of the Political Consultation Committee, the Vice Chairman
of  Wei  Nan  Federation  of  Industry & Commerce, the Vice Chairman of Beijing
Federation of Shaanxi Commerce  and the Chairman of Shaanxi Du Kang Alcohol Co.
Ltd. Education.

On  April 2,  2007, Mr. Zhang was named  as  Executive  Commission  of  Shaanxi
Federation of Industry &  Commerce,  academician of China Academy of Management
of Science, Shaanxi Deputy of the NPC,  Shaanxi  Executive  Commission  of  the
Political  Consultation  Committee,  Vice  Chairman  of  Wei  Nan Federation of
Industry &  Commerce,  Vice Chairman of Beijing Federation of Shaanxi  Commerce
and named as Chairman of Shaanxi Du Kang Alcohol Co. Ltd.

He received his MBA from the China Academy of Management of Science.

WANG SHENG LI - Director

Mr. Wang was named a director  of Changjiang Petroleum in March 2006.  Prior to
that, he was the manager of Xi Deng Hui Alcohol Co. Ltd. from 1998 to 2006.  He
studied in Xi'an Petroleum University Electron Construction School from 1995 to
1998, majoring in computers.

LI PIN - Director

Mr. Li was named a director of Changjiang  Petroleum  in  March 2006. He was an
officer of Wei Nan branch company of China Life Insurance Company  from 2000 to
2005.  Mr. Li studied in the Shaanxi Finance and Economics from 1994  to  1996,
majoring in Finance and Economics Management.

TIAN HAI LONG - Director

Mr.  Tian  was named as director of Changjiang Petroleum in March 2006.  He was
the sales manager  of  Xi  Deng  Hui  Alcohol  Co.  Ltd. from 1998 to 2006.  He
studied in the West Industry University Electronic Information School, majoring
in e-commerce.

Item 10.     EXECUTIVE COMPENSATION

No compensation was awarded to, earned by, or paid to  any executive officer or
director of the Company during the years 2007, 2006, and 2005.

The following table and the accompanying notes provide summary  information for
each  of the last three fiscal years concerning cash and non-cash  compensation
paid or accrued.


SUMMARY COMPENSATION TABLE
<PAGE>	34


<TABLE>
<CAPTION>

<S>			<C>		<C>
Name and                             Year   Salary  Bonus  Other           Restricted     Securities         LTIP   Other
Principal Position                                  (5)    Annual          Stock Award(s) Underlying Options Payouts
                                            ($)     ($)    Compensation ($)($)            (#)                ($)    ($)

Chen Wei Dong 			     2005     0      0    0               0                0                    0      0
(Chariman of board & CEO)            2006   675      0    0               0                0                    0      0
                                     2007            0    0               0                0                  	0      0

Xu Wei, CFO                          2005     0      0    0               0                0                 	0      0
                                     2006   257      0    0               0                0                 	0      0
                                     2007     0      0    0               0                0                 	0      0

Yang Yi Jun                          2005     0      0    0               0                0                 	0      0
                                     2006   406      0    0               0                0                 	0      0
                                     2007     0      0    0               0                0                 	0      0

E. H. Hawes  			     2005     0      0 	  0		  0		   0		  	0      0
				     2006     0	     0 	  0		  0		   0		  	0      0
       				     2007     0	     0	  0		  0		   0		  	0      0

Richard	Crane 			     2005     0      0    0  		  0     	   0 		  	0      0
				     2006     0      0    0  		  28,000	   0  		  	0      0
       				     2007     0      0    0  		  0     	   0  		  	0      0

</TABLE>

   1.  Compensation  paid  in  RMB  has  been converted at the rate of $1 USD =
       7.398 RMB.

   2.  Mr.  Crane  was granted options  on   January   20,   2000  to  purchase
       1,000,000 shares   of  common  stock  at  an  exercise  price of $.03125
       per  share,  the approximate  fair  market  value  on  such  date,  with
       such  options  vesting  immediately and having a term of five years from
       the  date  of grant.  In  March  2006,  the options were extended for an
       additional five year period,  expiring March 29, 2011.  This resulted in
       compensation expense of $28,000, representing  the  estimated fair value
       of these options at the date these options were extended.   The  options
       were fully vested at the date of this award.

   3.  The  Company  reimburses  the  directors  for  their  expenses  (if any)
       incurred in connection with their duties as directors.
   4.  No cash compensation has been paid to any of our directors during  these
       periods  other than the stock option grants which were commenced in 2000
       and extended  in  2005... The compensation of the Board of Directors has
       not been established  by  any  policy  or  amount.  We  have no standard
       arrangements  under  which  we will compensate our directors  for  their
       services provided to us.

<PAGE>	35


EMPLOYMENT AGREEMENTS

The Company has no employment agreements.



Item 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
		 AND RELATED STOCKHOLDER MATTERS

 The following table sets forth certain  information  regarding  the beneficial
ownership  of  our  common  stock, as of the Closing Date, by (i) each  person,
including  any "group," as that  term  is  used  in  Section  13(d)(3)  of  the
Securities Exchange  Act  of 1934, who is known by us to own beneficially 5% or
more of


our  preferred and common stock, (ii) each of our directors and named executive
officers,  and  (iii)  all  of our directors and executive officers as a group.
Unless otherwise indicated, all persons listed below have sole voting power and
investment power with respect to the shares owned by them.


SERIES C PREFERRED STOCK OWNERSHIP


NAME AND ADDRESS OF BENEFICIAL OWNER     AMOUNT AND NATURE          PERCENTAGE
(1)                                      OF BENEFICIAL OWNERSHIP
					 (2)(3)
CHEN WEI DONG                           499,630                       96%



VOTING POWER OF SERIES C PREFERRED  STOCK  OWNERSHIP  AND  BENEFICIAL OWNERSHIP
ASSUMING FULL CONVERSION OF ALL PREFERRED SHARES AND GIVING EFFECT TO A ONE FOR
TEN REVERSE STOCK SPLIT

NAME AND ADDRESS OF BENEFICIAL OWNER     AMOUNT AND NATURE          PERCENTAGE
(1)                                      OF BENEFICIAL OWNERSHIP
					 (2)(3)

(Class Series C Preferred Stock )
CHEN WEI DONG                               608,549                     1%
ZHANG HONG JUN                              35,174,152                  57.8%
WANG SHENG LI                               7,442,558                   12.23%
LI PEN                                      6,079,408                   9.99%
TIAN HAI LONG                               6,079,408                   9.99%
XU WEI                                      0                           0
CHEN MIN                                    5,470,859                   8.99%
OFFICERS AND DIRECTORS AS A GROUP (6PERSONS)60,854,934			 100%

<PAGE>	36



(See Footnotes Below)

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

(1)   The address for each beneficial owner is attached.  Each of  these persons can also be reached through the Company's address
      which is listed c/o North American Gaming and Entertainment Company,  Fifth  Floor,  High-Tech Mansion, Gaoxin Road, Hi-tech
      Zone, Xi'an P.R. China.

      Chen Wei Dong, Address: BeitangXi'Ang 11#, Linwei District, Weinan City, Shaanxi, China.

      Xu Wei Address: Xi'An Ning Zhong Lu 5#, Xi'an, Shaanxi, China

      Zhang Hong Jun, Address: Duqiao Paichusuo, Xiyi Road, Linwei District, Weinan City, Shaanxi, China.

      Wang Sheng Li, Address: Yun Yang, Jin Yang Xi'An, Wei Nan City, Shaanxi, China.

      Li Pin Address: Jie Fang Lu 132#, Wei Nan City, Shaanxi, China

      Tian Hai Long, Address:, Sinancun Erzu, Jiaqv Xiang  Lin Wei District, Wei Nan City, Shaanxi, China.

(2)   As  used  herein,  a  person is deemed to be the "beneficial owner" of a security if he or  she  has  or  shares  voting  or
      investment power with respect  to  such security, or has the right to acquire such ownership within sixty (60) days. As used
      herein, "voting power" includes the  power  to  vote  or to direct the voting of shares, and "investment power" includes the
      power to dispose or to direct the disposition of shares, irrespective of any economic interest therein.

(3)   Except as otherwise indicated by footnote, the persons named in the table have sole voting and investment power with respect
      to all Common Stock beneficially owned by them.

</TABLE>
<PAGE>	37

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)  of the Securities Exchange Act of 1934, as  amended  (the  "1934
Act"), requires the Company's directors and executive officers, and persons who
own more than ten  percent  of  a  registered  class  of  the  Company's equity
securities,  to file with the SEC initial reports of ownership and  reports  of
changes in ownership  of  common  stock  and  other  equity  securities  of the
Company.  Officers,  directors  and  greater  than ten percent stockholders are
required  by  SEC  regulation  to  furnish  the  Company  with  copies  of  all
Section 16(a) forms they file.


To the Company's knowledge, based solely on a review  of  the  copies  of  such
reports  furnished  to  the  Company  and written representations that no other
reports  were required, during the fiscal  year  ended  December 31,  2007  all
Section 16(a)  filing  requirements  applicable  to its officers, directors and
greater than ten percent beneficial owners were complied with.

Item 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Seven  related  parties  owed  the Company $540,964 as  of  December  31,  2007
including five related companies  and  two  related  persons  owed  the Company
amounts  totaling  $417,914 and $123,050 respectively for advances made  on  an
unsecured basis, repayable on demand and interest free.


The Company owed $1,858,217  to  two  former  stockholders of Chang Jiang as of
December 31, 2007 for advances made on an unsecured  basis, repayable on demand
and interest free. Imputed interest is charged at 6% per  annum  on the amounts
due.
<PAGE>	38

The  Company  owed $2,510,892 to five related parties as of December  31,  2007
including four  related  companies  and  one  related  person  owed the Company
amounts totaling $1,640,134 and $870,758 respectively for advances  made  on an
unsecured  basis,  repayable  on  demand and interest free. Imputed interest is
charged at 6% per annum on the amount due.


Total  imputed interest recorded as  additional  paid-in  capital  amounted  to
$243,337 and $83,136 for the years ended December 31, 2007 and 2006.


Consulting  Fees. E.H. Hawes, II is the former Chairman of the Board, President
and Chief Executive  Officer of the Company. Mr.  Hawes has provided consulting
services to the Company  and was paid $-0- in consulting fees during 2007, 2006
and $-0- in 2005. He did not  receive  a  salary  from the Company and had been
owed a maximum of $50,000 for consulting services and expense reimbursements.

At closing the sum of $170,000 was paid to eliminate  any  outstanding debts of
the Company with the balance payable to Mr. Hawes in satisfaction  of  all sums
due  him  as  well as any other claims. Mr. Hawes retained the assignment of  a
note payable from Daylighting, Inc.

At closing the  Company  paid  Capital Advisory Services, Inc. $200,000 and 370
shares of Series C Preferred Stock.  Stanley  F.  Wilson,  Esq.  is  the CEO of
Capital  Advisory  Services  and  a  licensed attorney at law with 30 years  of
experience.  From  2006  until  closing,  Capital  Advisory  Services  provided
consultation to the Company in connection with its business plan, evaluation of
companies for potential mergers, and assistance  to  management  in  completing
required tasks necessary for securities law compliance.


All  shares  exchanged  are restricted securities and may not be resold without
registration or an exemption from registration from the Securities Act of 1933.

<PAGE>	39
<TABLE>
<CAPTION>
<S>			<C>				<C>


Item 13.	EXHIBITS

Exhibit
Number		Exhibit Description					Footnote Reference
-------		-------------------					------------------
3.1.3		Articles of Amendment to Articles of Incorporation 	(1)

4.1		Certificate of Designation 				(1)

10.1		Plan of Exchange dated May 30, 2008 by and among North
		American Gaming and Entertainment Company, and SHAANXI
		CHAN JIANG SI YOU NENG YUAN FA ZHANG GUFENG  YOU XIAN
		GONG SI							(1)

10.2		Lock Up Agreement among  North American Gaming and
		Entertainment Company,  Steven Case and James Bowyer 	(1)

10.3		Lock-up Agreement 					 *

10.4		Mining Exploration Certificate				(1)

10.5		Land Use Right 						(1)

10.6		Lease Agreement 					(1)

21		Subsidiaries					  	 *


31.1 		Certification of Chief Executive  Officer under Section
		302 of the Sarbanes-Oxley Act of 2002.

31.2 		Certification of the Chief Financial Officer under Section
		302 of the Sarbanes-Oxley Act of 2002.

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

32.2 		Certification  of Chief Financial  Officer under 18 U.S.C.
		ss. 1350, as adopted pursuant to Section 906 of the
		Sarbanes-Oxley Act of 2002.

* 	  	Filed herewith.


</TABLE>

(1) 	  Incorporated by reference from the Information Statement on Form  8-K
of North American Gaming and Entertainment Company filed  with  the  Securities
and Exchange Commission on February 6, 2008.

<PAGE>	40

Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES
On February 6, 2008, the Company filed a Form 8-K which,  in part,  disclosed a
change in auditors as of the closing date. The Company intended to replace  its
previous auditors, Sartain, Fischbein & Company and engage Jimmy C.H.  Cheung &
Co. as  our   new principal  independent  accountants  to   perform  procedures
related to our financial  statements  for  the fiscal year ending December  31,
2007, to  be included on our Form 10-KSB under Section 13(a) or 15(d) under the
Exchange Act.

Subsequently, certain  issues  arose  concerning  the  engagement  of  the  new
auditors which were resolved in March, 2008. Consequently, the  prior  auditors
did not receive notice of the dismissal until April1, 2008.

Sartain Fischbein & Company reports on the financial statements did not contain
an adverse  opinion  or  disclaimer  of  opinion  and  was  not modified  as to
uncertainty, audit scope, or accounting principles,  except  that  the  reports
contained  an  explanatory  paragraph  indicating that substantial doubt exists
about our ability to continue as a going concern.


We have had no disagreements with Sartain  Fischbein  &  Company,  CPA  on  any
matter  of  accounting principles or practices, financial statement disclosure,
or auditing scope  or  procedure,  which  disagreements  if not resolved to the
satisfaction of Sartain Fischbein & Company, CPA would have  caused  it to make
reference  to the subject matter of any such disagreements in their reports  on
the financial statement for the periods ended December 31, 2006, 2005 and 2004.

Sartain  Fischbein  & Company, CPA furnish a letter addressed to the Securities
and  Exchange Commission stating that it is not  in  a  position  to  agree  or
disagree with the above statements, dated April 2,  2008.  Sartain  Fischbein &
Company took issue with several of the disclosures in the 8-K as follows:

-	The Form 8-K refers to us as "principal  independent  accountants"  and
"principal independent  accounting  firm."  We  prefer  the  term  "independent
registered public accounting firm."

-	The Form 8-K refers to us as "Sartain Fischbein & Company, CPA",  which
suggests we are a sole practitioner.  Our name is "Sartain Fischbein & Co." and
we have multiple partners and multiple CPAs.

-	The Form 8-K states that the Company dismissed us  as  of  February  4,
2008.  We were not informed by the Company of the Company's decision to dismiss
us until April 1, 2008.  We cannot comment as  to  nature  and  timing  of  the
Company's decisions to dismiss us.
<PAGE>	41
-	The  Form 8-K  states that "Our financial statements for as of December
31, 2006, 2005, 2004 and 2003  were  prepared  by  Sartain Fischbein & Company,
CPA."  We  did not prepare  the Company's financial statements for any of these
years.  We only issued audit opinions on the Company's financial  statements as
of and for the years ended December 31, 2006, 2005, 2004 and 2003.

-	The  Form  8-K  indicates  that  the  Company requested us to furnish a
letter addressed to the Securities and Exchange Commission stating that  it  is
not in a position to agree or disagree with the statements in the Form 8-K.  As
of the date of this letter, we have not received  any  such  request  from  the
Company to furnish such a letter.


Prior to its discharge Sartain Fischbein and Company billed the Company $13,407
for 1Q-3Q quarterly reviews in 2007 and $11,000 for certain work pertaining  to
the 2007 audit prior to dismissal. Sartain also billed the Company $1800 during
2007 for 2006 tax return preparation work performed  in  2007,   Our  Board  of
Directors engaged Jimmy C.H. Cheung & Co. as  our  new  independent  registered
public accounting firm. The Company had not consulted with Jimmy C.H. Cheung  &
Co. prior to that time regarding (i) the application of  accounting  principles
to a specific completed or contemplated transaction, the type of audit  opinion
that might be rendered on our financial statements,  or  any  written  or  oral
advice that was an important factor considered by us  in  reaching  a  decision
as to an accounting, auditing or financial reporting issue; or (ii) any  matter
that was the subject of a disagreement.  The Company has paid Jimmy C.H. Cheung
& Co fees totaling $35,000 for its services for audit work for the fiscal  year
2007.


<PAGE>	42
SIGNATURES
        Pursuant to the requirements of Section 13 or 15(d) of  the  Securities
Exchange  Ac t of  1934, the  Registrant  has  duly caused this Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 15, 2008
 	 	North American Gaming and Entertainment Company



By:
/s/ Chen Weidong
----------------
Chen Weidong,
President and Chief Executive Officer



        Pursuant to the requirements of the Securities Exchange Act  of  1934,
this report has been  signed  by  the  following  persons  on  behalf  of  the
Registrant and in the following capacities on the dates indicated.

Name & Title					Date

/s/  Chen Weidong
-----------------
Chief Executive Officer (Principal
Executive Officer), President, and Director	April 15, 2008

/s/  Xu Wei
-----------
Chief Financial Officer (Principal
Financial Officer)				April  15, 2008

<PAGE>	43

FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms	F-1
Consolidated Balance Sheets					F-3
Consolidated Statements of Operations				F-4
Consolidated Statements of Stockholders' Deficit		F-5
Consolidated Statements of Cash Flows				F-6
Notes to Consolidated Financial Statements












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

                      CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF DECEMBER 31, 2007





<PAGE>
              NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
                               AND SUBSIDIARIES
                        (An Exploration Stage Company)


                                   CONTENTS


                                                                        PAGES
_____________________________________________________________________________

Report of Independent Registered Public Accounting Firm                     1
_____________________________________________________________________________

Consolidated Balance Sheet as of December 31, 2007                          2
_____________________________________________________________________________

Consolidated Statements of Operations and Comprehensive
loss for the years ended  December 31, 2007 and 2006                        3
_____________________________________________________________________________

Consolidated Statements of Stockholders' Equity for
the years ended December 31, 2007 and 2006                                  4
_____________________________________________________________________________

Consolidated Statements of Cash Flows for the years
ended December 31, 2007 and 2006                                            6
_____________________________________________________________________________

Notes to Consolidated Financial Statements as of December 31, 2007     7 - 16
_____________________________________________________________________________




JIMMY C.H. CHEUNG & CO
Certified Public Accountants
(A member of Kreston International)


Registered with the Public Company Accounting Oversight Board

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
North American Gaming and Entertainment Corporation
(An Exploration Stage Company)


We  have  audited the accompanying consolidated balance sheet of North American
Gaming and  Entertainment  Corporation  (an  exploration stage company) and its
subsidiaries as of December 31, 2007 and the related consolidated statements of
operations, stockholders' equity and cash flows  for  the  years ended December
31,  2007  and 2006. These financial statements are the responsibility  of  the
Company's management.  Our  responsibility  is  to  express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards  of the Public Company
Accounting  Oversight Board (United States). Those standards  require  that  we
plan and perform  the  audits  to obtain reasonable assurance about whether the
financial  statements are free of  material  misstatement.  An  audit  includes
examining, on  a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An  audit  also  includes  assessing  the accounting
principles  used  and  significant  estimates  made  by management, as well  as
evaluating the overall financial statement presentation.  We  believe  that our
audits of the financial statements provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,  in
all material  respects,  the  financial  position  of North American Gaming and
Entertainment Corporation (an exploration stage company)  and its subsidiaries,
as of December 31, 2007, and the consolidated results of its operations and its
cash flows for the years ended December 31, 2007 and 2006,  in  conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared  assuming
that the Company will continue as a going concern. As discussed in Note  18  to
the   consolidated  financial  statements,  the  Company  had  a  net  loss  of
$8,959,472,  an accumulated deficit during the exploration stage of $11,794,802
and a working  capital  deficiency of $5,358,730 and used cash in operations of
$442,727. These factors raise  substantial  doubt about its ability to continue
as  a  going  concern.  Management's  plans concerning  this  matter  are  also
described in Note 18.  The accompanying  consolidated  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome of this
uncertainty.




/s/ JIMMY C.H. CHEUNG & CO
Certified Public Accountants


Hong Kong

Date: March 22, 2008


 1607 Dominion Centre, 43 Queen's Road East, Wanchai, Hong Kong
             Tel:  (852) 25295500   Fax:  (852) 28651067   Email:
                       jchc@krestoninternational.com.hk
                    Website:  http://www.jimmycheungco.com


<PAGE>

<TABLE>
<CAPTION>
<S>		<C>	<C>
									1
</TABLE>

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


              NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
                               AND SUBSIDIARIES
                        (An Exploration Stage Company)
                          CONSOLIDATED BALANCE SHEET
                            AS OF DECEMBER 31, 2007


	ASSETS

CURRENT ASSETS
  Cash and cash equivalents						$	 479,241
  Note receivable								 133,000
  Other current assets and prepayments						 532,584
  Due from related companies							 540,964
									----------------
	Total Current Assets						       1,685,789

FURNITURE AND EQUIPMENT, NET							 252,941
LAND USE RIGHTS, NET							      16,743,482
GOODWILL								       3,115,544
									----------------
TOTAL ASSETS								$     21,797,756
									================
	LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Other payables and accrued expenses					$      2,074,561
  Notes payable								 	 573,146
  Due to stockholders							       1,858,217
  Due to related companies						       2,510,892
  Preferred stock debenture							  12,700
  Preferred stock dividends payable						  15,003
									----------------
	Total Current Liabilities					       7,044,519

COMMITMENTS AND CONTINGENCIES 							       -
									----------------
MINORITY INTERESTS								 619,747
									----------------
STOCKHOLDERS' EQUITY
  Series C convertible preferred stock ($0.01 par value,
	10,000,000 shares authorized, 500,000 shares
	issued and outstanding as of December 31, 2007)				   5,000
  Common stock ($0.01 par value, 100,000,000 shares
	authorized, 41,788,552 shares issued, 24,216,058
	shares outstanding as of December 31, 2007)				 417,886
  Additional paid-in capital						      23,523,678
  Treasury stock, 17,572,494 shares, at cost					(489,258)
  Accumulated deficits during the exploration stage			     (11,794,802)
  Accumulated other comprehensive income				       2,470,986
									----------------
	Total Stockholders' Equity					      14,133,490
									----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$     21,797,756
									================

   The accompanying notes are an integral part of these financial statements
                                                                              2

</TABLE>

<PAGE>


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

     NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
                        (An Exploration Stage Company)
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE LOSS
                FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

							2007		2006
						   ------------	    ------------

OPERATING EXPENSES
   General and administrative expenses			349,269 	 590,764
   Depreciation						 29,712 	  23,094
   Amortization of land use rights			367,480 	 350,690
						   ------------	    ------------
	Total Operating Expenses			746,461 	 964,548
						   ------------	    ------------
LOSS FROM OPERATIONS 				       (746,461)        (964,548)

OTHER INCOME (EXPENSES)
   Interest income					  2,692 	   1,839
   Interest expenses					      -   	  (2,631)
   Inmputed interest expenses			       (243,337)	 (83,136)
   Other expenses					 (1,567)	    (103)
						   ------------	    ------------
	Total Other Income			       (242,212)	 (84,031)
						   ------------	    ------------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX
   EXPENSE AND MINORITY INTERESTS		       (988,673)      (1,048,579)

INCOME TAX EXPENSE 					      -   	       -

MINORITY INTERESTS					 56,435 	  57,591
						   ------------	    ------------
LOSS FROM CONTINUING OPERATIONS			       (932,238)        (990,988)

DISCONTINUED OPERATIONS
   Loss from discontinued operations			      -         (291,885)
   Losss on disposal of subsidiary		     (8,027,234)	       -
						   ------------	    ------------
NET LOSS					     (8,959,472)      (1,282,873)

OTHER COMPREHENSIVE  INCOME
	Foreign currency translation gain	      1,170,670          714,107
						   ------------	    ------------
COMPREHENSIVE LOSS				   $ (7,788,802)    $   (568,766)
						   ============	    ============
Net loss per share-basic			   $ 	      -     $ 	       -
						   ============	    ============
Net loss per share-diluted			   $ 	  (0.01)    $ 	       -
						   ============	    ============
Weighted average number of shares outstanding
   during the year-basic				      -   	       -
						   ============	    ============
Weighted average number of shares outstanding
   during the year-diluted			    609,000,000      609,000,000
						   ============	    ============

   The accompanying notes are an integral part of these financial statements
                                                                              3
</TABLE>

<PAGE>

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


              				NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
                			  AND SUBSIDIARIES (An Exploration Stage Company)
               				  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                			  FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


					       Series C
					      Convertible
			 		    Preferred Stock		      Common Stock		    Treasury stock
			  		Shares		Amount 		Shares		 Amount 	Shares		Amount
			 		-------		------		----------	 --------	-----------	---------
Balance at
January 1, 2006		    		500,000 	$5,000 		         -	 $	-	          -   	$	-

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

Net loss for
the year	   			      -   				-   				-

Foreign currency
translation gain   			      -   				-   				-

Comprehensive income
					-------		------		----------	 --------	-----------	---------
Balance at
December 31, 2006	     		500,000 	 5,000 		 	 -   		-   		  -   		-

Contribution by
stockholders			   			     -   				-   				-

Stock issued in
recapitalization		  			     -   	41,788,552 	  417,886 	 17,572,494 	 (489,258)

Recapitalization	 	   			     -   		 -   		-   		  -   		-

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

Net loss
for the year			   			     -   				-   				-

Foreign currency
translation gain		   			     -   		 -   		-   		  -   		-

Comprehensive income
			 		-------		------		----------	 --------	-----------	---------
Balance at
December 31, 2007	 	   	500,000 	$5,000 		41,788,552 	 $417,886 	 17,572,494 	$(489,258)
					=======		======		==========	 ========	===========	=========

   The accompanying notes are an integral part of these financial statements

                                                                              4
</TABLE>
<PAGE>



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


              			NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
                		 AND SUBSIDIARIES (An Exploration Stage Company)
               			 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                		 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
						   (CONTINUED)

									Accumulated
					Additional			other
				 	paid-in 	Accumulated 	comprehensive
				 	capital 	deficits 	income			Total
					-----------	------------	-------------		-----------
Balance at January 1, 2006		$23,541,320 	$ (1,552,457)	$     586,209 		$22,580,072

Imputed interest expenses on
due to stockholders and
related companies			     92,293 		   -		    -		     92,293

Net loss for the year				  -   	  (1,282,873)		    -   	 (1,282,873)

Foreign currency translation gain		  -   		   -   	      714,107 		    714,107

Comprehensive income										   (568,766)
					-----------	------------	-------------		-----------
Balance at December 31, 2006		 23,633,613 	  (2,835,330)	    1,300,316 		 22,103,599

Contribution by stockholders		    128,205 		   -   		    -   	    128,205

Stock issued in recapitalization	    517,214 	    (998,691)		    -   	   (552,849)

Recapitalization			   (998,691)	     998,691 		    -   		  -

Imputed interest expenses on
due to stockholders and
related companies			    243,337 		   -   		    -   	    243,337

Net loss for the year				  -   	  (8,959,472)		    -   	 (8,959,472)

Foreign currency translation gain		  -   		   -   	    1,170,670 		  1,170,670

Comprehensive income										 (7,788,802)
					-----------	------------	-------------		-----------
Balance at December 31, 2007		$23,523,678 	$(11,794,802)	$   2,470,986 		$14,133,490
					===========	============	=============		===========


   The accompanying notes are an integral part of these financial statements

                                                                              5
</TABLE>
<PAGE>



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

              NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
                AND SUBSIDIARIES (An Exploration Stage Company)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


								    2007	    2006
								-----------	-----------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss from continuing operations				$(8,959,472)	$  (990,988)
   Net loss from discontinued operations				  -   	   (291,885)
								-----------	-----------
	Total net loss						 (8,959,472)	 (1,282,873)

   Adjusted to reconcile net loss to cash used
   in operating activities:
    Loss on disposal of discontinued operations			  8,027,234 		  -
    Depreciation						     29,712 	     23,094
    Amortization of land use rights				    367,480 	    350,690
    Imputed interest expenses					    243,337 	     83,136
    Minority interests						    (56,435)	    (57,591)
   Changes in operating assets and liabilities
    (Increase) decrease in:
    Other current assets and prepayments			   (254,098)	   (233,025)
    Increase (decrease) in:
    Other payables and accrued expenses				    159,515 	     24,452
    Discontinued operations, net					  -   	    402,940
								-----------	-----------
	Net cash used in operating activities			   (442,727)	   (689,177)
								-----------	-----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from note receivable				   (133,000)		  -
   Purchase of furniture and equipment				    (42,954)	    (72,940)
   Due from a stockholder					     25,584 		  -
   Due from related parties					   (537,126)		  -
   Net cash outflow from acquisition of subsidiary		 (1,017,903)		  -
   Net cash outflow from disposal of discontinued operations	 (1,406,430)		  -
   Discontinued operations, net						  -   	   (313,744)
								-----------	-----------
	Net cash used in investing activities			 (3,111,829)	   (386,684)
								-----------	-----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Capital contribution by stockholders				    128,205 		  -
   Proceeds from notes payable					    573,146 	   (181,286)
   Proceeds from preferred stock debenture			     12,700 		  -
   Proceeds from preferred stock dividends payable		     15,003 		  -
   Proceeds from recapitalization				    (71,372)		  -
   Additional paid-in capital					   (481,477)		  -
   Due to stockholders						   (249,189)	  1,602,519
   Due to related parties					  2,146,708 	     62,923
   Investment from minority stockholders			   (619,747)		  -
   Discontinued operations, net						  -   	  1,489,733
								-----------	-----------
	Net cash provided by financing activities		  1,453,977 	  2,973,889
								-----------	-----------
EFFECT OF EXCHANGE RATES ON CASH				    513,842 	     43,975
								-----------	-----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		 (1,586,737)	  1,942,003

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			  2,065,978 	    123,975
								-----------	-----------
CASH AND CASH EQUIVALENTS AT END OF YEAR			$   479,241 	$ 2,065,978
								===========	===========
Continuing operations						$   479,241 	$   770,027
Discontinued operations						$	  -   	$ 1,295,951
								===========	===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
   Income taxes							$	  -   	$	319
								===========	===========
   Interest expenses						$	  -   	$     2,631
								===========	===========
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
On February 4, 2008, the Company issued 500,000 shares of series C convertible
preferred stocks in exchange for 100% share capital of Wah Bon.

   The accompanying notes are an integral part of these financial statements
                                                                              6

<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

        (A) 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, 2007as an investment
       holding company.

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

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

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

       On  March  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.  Accordingly,  the
       operations of Wah Bon, Tai  Ping Yang and Chang Jiang for the year ended
       December 31, 2007 and the operations  of  Wah  Bon, Tai Ping Yang, Chang
       Jiang and Huanghe for the year ended December 31,  2006 were included in
       the  consolidated  financial  statements  as  if  the  transactions  had
       occurred retroactively.

       On May 30, 2007, amended to July 5, 2007, North American  entered into a
       Material  Definitive  Agreement,  pursuant to which the shareholders  of
       Chang Jiang exchanged all their shares in Chang Jiang for 500,000 shares
       of series C convertible preferred stock  ("series  C  shares")  in North
       American  which  carries  the  right  of  1,218  votes  per share and is
       convertible  to  609,000,000  (pre  a one for ten reverse split)  common
       shares. North American will effect a  one  for  ten  reverse stock split
       after  the  closing  of  this transaction and upon obtaining  regulatory
       approval and approval of the North American shareholders and the holders
       will not convert its series  C  convertible  preferred stock until after
       the  completion  of  the  reverse stock split. In  connection  with  the
       exchange, Chang Jiang will  also  deliver $370,000 to North American and
       certain non-affiliates of North American will transfer to North American
       or its designee a total of 3,800,000  shares  of common stock, par value
       of $0.01 per share, of North American which had  been  held  for  longer
       than  2  years  by  such non-affiliates, in exchange for the issuance by
       North American to each  of  such  non-affiliates  of 2,250,000 shares of
       common stock of North American. Issued and outstanding share of series C
       preferred  stock shall automatically be converted into  that  number  of
       fully paid and  non-assessable  shares  of  common  stock based upon the
       conversion rate upon the filing by the Company of an  amendment  to  its
       Certificate of Incorporation, increasing the number of authorized shares
       of  common  stock  to 800,000,000 shares, changing the Company's name to
       China Changjiang Mining  and New Energy Company Limited and implementing
       a  one  for ten reverse stock  split.  The  transaction  was  closed  on
       February  4, 2008 and Wah Bon becomes a wholly owned subsidiary of North
       American.

<PAGE>					7

       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").

   (B)Use of estimates

       The preparation of  the  consolidated financial statements in conformity
       with generally accepted accounting  principles  requires  management  to
       make estimates and assumptions that affect the reported amount of assets
       and  liabilities  and disclosure of contingent assets and liabilities at
       the  date  of the financial  statements  and  the  reported  amounts  of
       revenues and  expenses during the reporting period. Actual results could
       differ from those estimates.

   (C)Principles of consolidation

       The accompanying  consolidated  financial  statements as of December 31,
       2007 consolidate the financial statements of North American and its 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%  shares  of  the results of Chang Jiang and Dongfang  Mining
       respectively.

       The accompanying consolidated  financial  statements  as of December 31,
       2006 consolidate the financial statements of Chang Jiang  and its 92.93%
       owned subsidiary Huanghe. The minority interests represent  the minority
       shareholders' 7.07% share of the results of Huanghe.

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

   (D) Business combinations between entities under common control

       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  a  cash
       consideration of $1,328,940 payable  on  or before December 31, 2007. On
       September 2, 2007, Wah Bon acquired 100% ownership of Tai Ping Yang at a
       consideration of $128,205 in cash. All the  entities  are  either  under
       common ownership or share common management.

       These  transactions  were  accounted for as a reorganization of entities
       under common control. Accordingly,  the  operations of Tai Ping Yang for
       the period from inception to December 31,  2007  and  the  operations of
       Chang Jiang for the years ended December 31, 2007 and 2006 were included
       in  the  consolidated  financial  statements as if the transactions  had
       occurred at the beginning of the first  period  presented,  each account
       stated  at  its  historical  cost.  In  this  regard,  the  prior year's
       financial  statements  and  financial  information  have  been  adjusted
       retroactively  to  combine  the  previously separate entities to furnish
       comparative financial information.

<PAGE>					8

   (E)Cash and cash equivalents

       For purpose of the statements of cash  flows,  cash and cash equivalents
       include cash on hand and demand deposits with a  bank with a maturity of
       less than three months.




   (F)Furniture and equipment

       Furniture   and   equipment   are   stated  at  cost,  less  accumulated
       depreciation.  Expenditure for additions, major renewals and betterments
       are capitalized and expenditures for maintenance and repairs are charged
       to expense as incurred.

       Depreciation  is  provided  on  a straight-line  basis,  less  estimated
       residual value over the assets' estimated  useful  lives.  The estimated
       useful lives are as follows:

       Buildings                                           30 Years
       Motor vehicles                                  	   10 Years
       Furniture and office equipment  			    5 Years

       Land  use rights are stated at cost, less accumulated  amortization  and
       are amortized  over the term of the relevant rights of 50 years from the
       date of acquisition.

   (G)Long-lived assets

       The Company accounts  for  long-lived  assets  under  the  Statements of
       Financial Accounting Standards Nos. 142 and 144 "Accounting for Goodwill
       and Other Intangible Assets" and "Accounting for Impairment  or Disposal
       of Long-Lived Assets" ("SFAS No. 142 and 144").  In accordance with SFAS
       No.  142  and  144, long-lived assets, goodwill and certain identifiable
       intangible assets  held  and  used  by  the  Company  are  reviewed  for
       impairment  annually  or  whenever  events  or  changes in circumstances
       indicate that the carrying amount of an asset may  not  be  recoverable.
       For purposes of evaluating the recoverability of long-lived assets, when
       undiscounted  future  cash  flows  will not be sufficient to recover  an
       asset's carrying amount, the asset is  written  down  to its fair value.
       The Company believes that no impairment of furniture and equipment, land
       use rights and goodwill exists at December 31, 2007.

   (H)Fair value of financial instruments

       Statement  of Financial Accounting Standards No. 107, "Disclosure  About
       Fair Value of  Financial      Instruments," requires certain disclosures
       regarding the fair  value  of  financial  instruments.   Fair  value  of
       financial  instruments  is  made  at  a specific point in time, based on
       relevant  information  about financial markets  and  specific  financial
       instruments. As these estimates  are  subjective  in  nature,  involving
       uncertainties  and  matters  of  significant  judgment,  they  cannot be
       determined  with  precision.  Changes  in  assumptions can significantly
       affect estimated fair values.

       The carrying value of other current assets and  prepaid  expenses, other
       payables and accrued liabilities approximate their fair value because of
       the short-term nature of these instruments.

       The  Company's  major  operation is in the PRC, which may give  rise  to
       significant foreign currency  risks  from fluctuations and the degree of
       volatility of foreign exchange rates between  the  United States dollars
       ("US$") and the Chinese Renminbi ("RMB"). During the fourth quarter, the
       RMB gained against US$. At the end of 2007, the new RMB rate against the
       US$  is about 7.3141. Historically, the PRC government  has  benchmarked
       the  RMB   exchange  ratio  against  the  US$,  thereby  mitigating  the
       associated foreign  currency exchange rate fluctuation risk. The Company
       does not believe that  its  foreign  currency  exchange rate fluctuation
       risk  is  significant,  especially  if the PRC government  continues  to
       benchmark the RMB against the US$.

   (I)Income taxes

       The Company accounts for income taxes  under  the Statement of Financial
       Accounting Standards No. 109, "Accounting for Income  Taxes" ("Statement
       109").   Under  Statement  109, deferred tax assets and liabilities  are
       recognized fort the future tax  consequences attributable to differences
       between the financial statement carrying  amounts of existing assets and
       liabilities and their respective tax bases.   Deferred  tax  assets  and
       liabilities  are  measured  using enacted tax rates expected to apply to
       taxable income in the years in  which  those  temporary  differences are
       expected to be recovered or settled.  Under Statement 109, the effect on
       deferred  tax  assets  and  liabilities  of  a  change  in tax rates  is
       recognized in income in the period that included the enactment date.

<PAGE>					9

   (J)Foreign currency translation

       North American, Wah Bon, Tai Ping Yang, Chang Jiang and Dongfang  Mining
       maintain their accounting records in their functional currencies of US$,
       HKD, RMB, RMB and RMB respectively.

       Foreign  currency  transactions  during  the  year are translated to the
       functional currency at the approximate rates of exchange on the dates of
       transactions.  Monetary assets and liabilities  denominated  in  foreign
       currencies  at  the balance sheet date are translated at the approximate
       rates of exchange at that date.  Non-monetary assets and liabilities are
       translated at the  rates of exchange prevailing at the time the asset or
       liability was acquired.  Exchange  gains  or  losses are recorded in the
       statement operations.
       The financial statements of Wah Bon (whose functional  currency is HKD),
       Tai  Ping  Yang,  Chang  Jiang  and  Dongfang  mining  (whose functional
       currency is RMB) are translated into US$ using the closing  rate method.
       The balance sheet items are translated into US$ using the exchange rates
       at the respective balance sheet dates.  The capital and various reserves
       are  translated at historical exchange rates prevailing at the  time  of
       the transactions  while  income and expenses items are translated at the
       average  exchange rate for  the  year.   All  exchange  differences  are
       recorded within equity.

       The translation  gain recorded for the years ended December 31, 2007 and
       2006 was $1,170,670 and $714,107 respectively.

   (K)Comprehensive loss

       The foreign currency translation gain or loss resulting from translation
       of the financial statements expressed in RMB to US$ is reported as other
       comprehensive income  in  the statements of operations and stockholders'
       equity.  The foreign currency  translation  gain  for  the  years  ended
       December 31, 2007 and 2006 was $1,170,670 and $714,107 respectively.

   (L)Loss per share

       Basic loss  per  share  is computed by dividing loss available to common
       stockholders by the weighted average number of common shares outstanding
       during the period.  Diluted  loss per share is computed similar to basic
       loss per share except that the  denominator  is increased to include the
       number of additional common shares that would  have  been outstanding if
       the potential common shares had been issued and if the additional common
       shares were dilutive.

   (M)Segments

       The Company operates in two reportable segments, theme  park  and mining
       for mineral ores which is still at an exploration stage.

   (N) Recent Accounting Pronouncements

       In September 2006, FASB issued Statement 157, "Fair Value measurements".
       This  statement  defines  fair  value  and  establishes  a framework for
       measuring   fair  value  in  generally  accepted  accounting  principles
       ("GAAP").  More   precisely,   this  statement  sets  forth  a  standard
       definition of fair value as it applies  to  assets  or  liabilities, the
       principal  market  (or  most  advantageous market) for determining  fair
       value (price), the market participants,  inputs  and  the application of
       the  derived fair value to those assets and liabilities.  The  effective
       date of  this  pronouncement  is for all full fiscal and interim periods
       beginning after November 15, 2007.  The  Company  does  not  expect  the
       adoption  of  SFAS  157  to  have  an impact on the Company's results of
       operations or financial condition.

       In February 2007, the FASB issued Statement  159, "The Fair Value Option
       for Financial Assets and Financial Liabilities",  which permits entities
       to choose to measure many financial instruments and  certain other items
       at  fair  value that are not currently required to be measured  at  fair
       value. SFAS 159 will become effective on January 1, 2008. The Company is
       currently evaluating  the impact this new Standard, but believes that it
       will not have a material impact on the Company's financial position.

       In December 2007, FASB  issued  Statement  141 (Revised 2007), "Business
       Combinations".  This  statement  provides  guidance   on  improving  the
       relevance,   representational   faithfulness,   and   comparability   of
       information  that  a reporting entity provides in its financial  reports
       about a business combination and its effects. This Statement will become
       effective where is the  acquisition date is on or after the beginning of
       the first annual reporting  period  beginning  on  or after December 15,
       2008. The Company is currently evaluating the impact  this new Standard,
       but  believes that it will not have a material impact on  the  Company's
       financial position.

       In December  2007,  FASB issued Statement 160, "Noncontrolling Interests
       in Consolidated Financial Statement - an amendment of ARB No. 51", which
       establishes accounting and reporting standards to improve the relevance,
       comparability,  and  transparency   of   financial  information  in  its
       consolidated   financial   statements   that  include   an   outstanding
       noncontrolling interest in one or more subsidiaries. This effective will
       effective  for  all  full  fiscal and interim  periods  beginning  after
       December 15, 2008. The Company  is  currently evaluating the impact this
       new Standard, but believes that it will  not  have  a material impact on
       the Company's financial position.

<PAGE>					10


2.  BUSINESS COMBINATION

    On  February 5, 2007, Chang Jiang entered into an agreement  with  a  third
    party  to  acquire  40%  of  the  equity  interest  in Dongfang Mining at a
    consideration of $3,117,267 payable in cash. On March 22, 2007, Chang Jiang
    entered into an agreement with a related party of the  Company  to exchange
    Chang Jiang's 90.3% interest in Huanghe for 20% equity interest in Dongfang
    Mining owned by the related party.

    Dongfang  Mining  is  principally  engaged in the exploration, development,
    mining and processing of lead, zinc  and gold in Xian, PRC. Dongfang Mining
    was granted rights to explore for lead,  zinc  and gold at mines located at
    Gan  Gou  and  Guan  Zi Gou, Xunyang County, Shaanxi  Province,  PRC,  from
    December 31, 2006 to October  31,  2008  subject  to  further  renewal upon
    expiry.   The  Company  engaged  Geology  and Mineral Bureau of Shaanxi  to
    conduct a preliminary survey from which it  was  reported  that  there  are
    gold, lead and zinc deposits in the mines.

	Cash and cash equivalents 			     $    27,233
	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 interests					  (1,723)
	Additional paid in capital				    (861)
	Less: Consideration for acquisition		      (3,117,267)
							     -----------
	Goodwill					     $(3,115,544)
							     ===========

    Analysis of the net outflow of cash and  cash equivalents in respect of the
    business combination is as follows:

	Total cash consideration			$ 3,117,267
	Less: cash consideration payable		 (1,872,131)
							-----------
	Cash consideration paid				  1,245,136
	Less: cash and cash equivalents acquired	   (227,233)
							-----------
	Net cash outflow				$ 1,017,903
							===========

     The acquisition of 40% of Dongfang Mining  was  accounted for as a purchase
    under  SFAS  No.  141,  Business  Combinations.  Accordingly,  the  40%  of
    operating results of Dongfang Mining have been included in the consolidated
    statements of operation and comprehensive income after  the  effective date
    of the acquisition of February 5, 2007.


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



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


    In accordance with SFAS No. 142 "Goodwill  and  other  intangible  assets",
    goodwill  is  not  amortized  but  is  tested  for  impairment. The Company
    performed  an  assessment  on  goodwill  arising  from the  acquisition  of
    Dongfang Mining and concluded there was no impairment to the carrying value
    of the goodwill in this reporting period.
                                                                             11

<PAGE>

 3. DISCONTINUED OPERATIONS

    On March 22, 2007, the Company disposed a subsidiary Huanghe in exchange of
    20%  interest  in  Dongfang  Mining. 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)


4.  DISPOSAL OF SUBSIDIARY

    On March 22, 2007,  Chang  Jiang  entered  into an agreement with a related
    party of the Company to exchange Chang Jiang's  90.3%  interest  in Huanghe
    for 20% equity interest in Dongfang Mining owned by the related party.

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


5.  NOTES RECEIVABLE

    Notes receivable at December 31, 2007 consisted of the followings:

	Note receivable from a third party, interest rate of 9%
	per annum, secured by membership interests,
	due September 2004					$  133,000


    In  March  2004,  the Company entered into a convertible secured promissory
    note with a third party.  Pursuant to the term of note together with pledge
    agreement and operating agreement,  the  Company is initially advance up to
    $150,000 with interest and may advance an  additional  $150,000 and has the
    option  to  convert the total advances into a 25% interest  in  such  third
    party. The note  is pledged by membership interests of such third party and
    the advances are due within six months of demand being made by the Company.

    As of December 31, 2007 the note is in default on  the  repayment  schedule
    but no recoverability problem due to the note  receivable is collateralized
    to the note payable to a related party. See Note 9.

    Interest income in  respect to note receivable for the years ended December
    31, 2007 and 2006 were  $11,970  and  $11,970  respectively  and  has  been
    recapitalized  into  additional  paid-in  capital  retroactively due to the
    reverse merger with Wah Bon.
                                                                             12

<PAGE>
6.  OTHER CURRENT ASSETS AND PREPAID EXPENSES

    Other current assets and prepaid expenses at December 31, 2007 consisted of
    the following:


	Rental and other deposits				$  8,231
	Short-term advances from third parties			 276,179
	Prepaid consulting fee for reverse merger		 115,591
	Interest receivable from note receivable		  45,560
	Advances to staff					   6,329
	Prepaid expenses					  80,694
								--------
								$532,584
								========

7.  PROPERTY AND EQUIPMENT

    The following is a summary of furniture and equipment at December 31, 2007:


	Motor vehicles				$259,764
	Furniture and office equipment		  50,717
	Construction in progress		   3,913
						--------
					 	 314,394
	Less: accumulated depreciation 		 (61,453)
						--------
	Furniture and equipment, net		$252,941
						========


    Depreciation expenses for the years ended December 31,  2007  and 2006 were
    $31,240  and  $31,917  respectively  in which the depreciation expense  for
    North American for the year ended December  31, 2007 and 2006 of $1,528 and
    $1,356 respectively has been recapitalized into  additional paid-in capital
    retroactively due to the reverse merger with Wah Bon.


8.  LAND USE RIGHTS

    The following is a summary  of land use rights at December 31, 2007:

	Cost					$17,891,607
	Less: accumulated amortization		 (1,148,125)
						-----------
	Land use rights, net			$16,743,482
						===========


    The land use rights are amortized over fifty years  of  the term of leases.
    The amortization expense for the year ended December 31,  2007 and 2006 was
    $ 367,480 and $346,661 respectively.


9.  NOTES PAYABLE

    Notes payable at December 31, 2007 consist of the following:

    	Note payable to a third party, interest rate of
	12% per annum, guaranteed by a stockholder, due
	February 2008 						$114,634

	Note payable to a related party, interest rate of
	8% per annum, collateralized by note receivable
	from a third party, due	December 2007			 458,512
								--------
	Current maturities					$573,146
								========

   In May 2004 and subsequently renewed in June 2007, the Company entered into
    a  promissory  note  with  a  related  party due December 31, 2007.  As  of
    December  31,  2007,  the  note  payable is in  default  on  the  repayment
    schedule. Pursuant to the term of  note,  the lender's sole remedy shall be
    to  foreclose  the collateral and seek recovery  from  the  Company's  note
    receivable and the  related  party  shall have no claim against the Company
    for any deficiency in collection of the collateralized note receivable from
    a third party.

    In July 2004 and subsequently renewed  in  August  2007,  the  Company also
    entered  into  a promissory note with a third party due February 18,  2008.
    The amount was fully settled on February 7, 2008.

    Interest expenses  in  respect  to  the  notes  payable  for the year ended
    December  31, 2007 and 2006 was $30,889 and $18,391 respectively  and  have
    been recapitalized into additional paid-in capital retroactively due to the
    reverse merger with Wah Bon.


                                                                             13

<PAGE>

10. OTHER PAYABLES AND ACCRUED EXPENSES

    Other payables  and accrued liabilities at December 31, 2007 consist of the
    following:

	Other payables 					$   65,432
	Consideration payable to a former owner
		of Dongfang Mining			 1,872,131
	Statutory staff welfare				     5,884
	Accrued interest payable			    75,434
	Accrued liabilities				    55,680
							----------
							$2,074,561


11.   INCOME TAXES

    a. North American  was  incorporated  in the United States and has incurred
       net operating loss as for income tax purposes for 2007 and 2006.

       Wah Bon was incorporated in  Hong Kong  and subject to Hong Kong profits
       tax. No provision for income tax expense  for  2007 and 2006 was made as
       Wah Bon  incurred net operating loss during 2007 and 2006.

       Tai Ping Yang , Chang Jiang  and Dongfang Mining  were  incorporated  in
       the PRC and subject to PRC income tax which is computed according to the
       relevant  laws  and  regulations in the PRC. No provision for income tax
       expenses for 2007 and  2006  was  made as Tai Ping Yang, Chang Jiang and
       Dongfang mining incurred net operating losses during those years.

    b. The Company's deferred tax assets at  December  31,  2007 consist of net
       operating loss carry forwards calculated using statutory  effective  tax
       rates.   Due  to  its  history  of  losses,  the Company determined that
       realization of its net deferred tax assets is  currently  judged  to  be
       unlikely.   Consequently, the Company has provided a valuation allowance
       covering 100% of its net deferred tax assets.

    c. The reconciliation  of income taxes computed at the statutory income tax
       rates to total income  taxes  for the year ended December 31, 2007 is as
       follows:

    	North American
	Income tax computed at the federal statutory rate	 34%
	State income taxes, net of federal tax benefit		  0%
								----
	Valuation allowance					(34%)
								====
	Wah Bon
	Profits tax computed at the applicable tax rate		 17%
								----
	Valuation allowance					(17%)
								====
	Tai Ping Yang, Chang Jiang and Dongfang Mining
	Income tax computed at the applicable tax rate		 33%
								----
	Valuation allowance					(33%)
								====
	Total deferred tax asset				  0%
								----



12. NET LOSS PER SHARE

    The following is net loss per share information at December 31:
<TABLE>
<CAPTION>
<S>	<C>		<C>

								     2007		   2006
								-------------	       ------------

	Net loss - basic and diluted				$  (8,959,472)	       $ (1,282,873)
								-------------	       ------------
	Basic weighted-average common stock outstanding			    -   		  -
	Effect of dilutive securities
	Series C convertible preferred stock			  609,000,000 		609,000,000
								-------------	       ------------
	Diluted weighted-average common stock outstanding	  609,000,000 		609,000,000
								-------------	       ------------
	Net loss per share - basic				$	    -          $	  -
								-------------	       ------------
	Net loss per share - diluted				$	(0.01)	       $      (0.00)
								-------------	       ------------
</TABLE>

                                                                            14

<PAGE>
13. COMMITMENTS AND CONTINGENCIES

    (A)Capital commitments

       North American's cash balances with financial institutions in the US are
       insured up to $100,000 for each account.

       As  of  December  31,  2007,  the Company  had  capital  commitments  of
       $2,190,630  with  two  suppliers  for   contracts   in  respect  to  the
       exploration of lead, zinc and gold for mining in Xian, PRC.

    (B)Operating lease commitments

       During  2007,  the  Company occupied an office space leased  from  third
       parties under an operating  lease  which  expires  on June 30, 2008 at a
       monthly rental of $3,282. During 2006, the Company also  occupied office
       spaces  leased  from  third  parties under three operating leases  which
       expired on July 8, 2007, June  9, 2007 and February 2, 2007 at a monthly
       rental of $2,799, $2,937 and $1,356 respectively.

       As  of  December  31,  2007  and  2006,   the  Company  had  outstanding
       commitments  of  $19,692  and $35,772 with respect  to  above  operating
       leases, which are all due within one year.


14.  SHAREHOLDERS' EQUITY

    Stock issuances

    On May 30, 3007, amended to July  5,  2007,  North  American entered into a
    Material  Definitive  Agreement  to  acquire  97.2% of Chang  Jiang  equity
    through the acquisition of Wah Bon. The Company  issued  500,000  shares of
    series  C  convertible  preferred stock which is convertible to 609,000,000
    (pre a one for ten reverse  split)  common  shares, in exchange for 100% of
    Wah Bon's outstanding shares.

    In order to complete merger, the Company has  authorized  up  to 10,000,000
    shares  of  preferred  stock  with  a  par  value  of $0.01 per share.  The
    preferred stock can be issuable from time to time in one or more series. As
    of  December  31,  2007 there are no issued series or shares  of  preferred
    stock.

    On  February 4, 2008,  the  Company  issued  500,000  shares  of  series  C
    convertible preferred stock to Wah Bon's shareholder.



15. RELATED PARTY TRANSACTIONS

    Seven  related  parties  owed  the Company $540,964 as of December 31, 2007
    including five related companies  and  two related persons owed the Company
    amounts totaling $417,914 and $123,050 respectively for advances made on an
    unsecured basis, repayable on demand and interest free.

    The Company owed $1,858,217 to two former stockholders of Chang Jiang as of
    December 31, 2007 for advances made on an  unsecured  basis,  repayable  on
    demand  and  interest  free. Imputed interest is charged at 6% per annum on
    the amounts due.

    The Company owed $2,510,892 to five related parties as of December 31, 2007
    including four related companies  and  one  related person owed the Company
    amounts totaling $1,640,134 and $870,758 respectively  for advances made on
    an unsecured basis, repayable on demand and interest free. Imputed interest
    is charged at 6% per annum on the amount due.

    Total imputed interest recorded as additional paid-in capital  amounted  to
    $243,337 and $83,136 for the years ended December 31, 2007 and 2006.


16. SEGMENTS REPORTING

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

                                                                             15

<PAGE>

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

						 Theme park 	   Mining 	   Total
						-----------	 ----------	-----------
2007
Loss from continuing operations before income
  tax expense and minority interests			$   895,824 	 $   43,618 	$   939,442
Depreciation of fixed assets			     28,825 		887 	     29,712
Amortization of intangible assets		    367,480 		  -   	    367,480
Imputed interest expense			    243,337 		  -   	    243,337
Interest income			 		       (997)	     (1,178)	     (2,175)
Loss on disposal of discontinued operations	  8,027,234 		  -   	  8,027,234
Additions to long-lived assets			     36,415 	      6,539 	     42,954
Land use rights			 		 16,743,482 		  -   	 16,743,482
Total identifiable assets			$18,398,122 	 $  241,151 	$18,639,273
2006
Loss from continuing operations before income
 tax expense and minority interests		$ 1,048,579 	 $ 	  -   	$ 1,048,579
Depreciation of fixed assets			     23,094 		  -   	     23,094
Amortization of intangible assets		    350,690 		  -   	    350,690
Imputed interest expense			     83,136 		  -   	     83,136
Interest income			 		     (1,839)		  -   	     (1,839)
Additions to long-lived assets			     72,940 		  -   	     72,940
Land use rights			 		 24,780,907 		  -   	 24,780,907
Total identifiable assets			$27,698,032 	 $ 	  -   	$27,698,032

</TABLE>

    A reconciliation is provided for unallocated amounts relating  to  corporate
    operations which is not included in the segment information.

<TABLE>
<CAPTION>
<S>	<C>	<C>
					 			   2007 	   2006
								----------	----------
	Total net loss for reportable segments			$  939,442 	$1,048,579
	Unallocated amounts relating to corporate operations:
	Interest income				 		      (517)		 -
	Accounting and professional fees			    45,000 		 -
	Minority interests				 	   (56,435)	   (57,591)
	Loss on disposal of subsidiary				 8,027,234 		 -
	Loss from discontinued operations				 -   	   291,885
	Others				 			     4,748 		 -
								----------	----------
								$8,959,472 	$1,282,873
								----------	----------
</TABLE>

    All  of the Company's long-lived assets are located in the PRC. Accordingly,
    no geographic information is presented.


17. CONCENTRATIONS AND RISKS

    During  2007,  99% and 1% of the Company's assets were located in China and
    United States respectively.


18. GOING CONCERN

    As reflected in  the  accompanying  consolidated  financial statements, the
    Company  has  an  accumulated  deficit  during  the  exploration  stage  of
    $11,794,802 at December 31, 2007 which includes a net  loss  of  $8,959,472
    for  the  year  ended  December 31, 2007. The Company's current liabilities
    exceed its current assets  by  $5,358,730  and  the  Company  used  cash in
    operations  of  $442,727.  These  factors raise substantial doubt about its
    ability to continue as a going concern.   In  view of the matters described
    above,  recoverability  of a major portion of the  recorded  asset  amounts
    shown in the accompanying  consolidated  balance  sheet  is  dependent upon
    continued  operations of the company, which in turn is dependent  upon  the
    Company's ability to raise additional capital, obtain financing and succeed
    in its future  operations.   The  financial  statements  do not include any
    adjustments relating to the recoverability and classification  of  recorded
    asset  amounts  or amounts and classification of liabilities that might  be
    necessary should the Company be unable to continue as a going concern.

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

                                                                             16