UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            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, 2008

                                      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.)


                    Seventeen Floor, Xinhui 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
$242,161 at December 31, 2008.

At December 31, 2008, the registrant had outstanding  24,216,058  shares of par
value $.01 common stock.

DOCUMENTS INCORPORATED BY REFERENCE:  None

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


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

		  FOR FISCAL YEAR ENDED DECEMBER 31, 2008
                          FORM 10-KSB ANNUAL REPORT
                                    INDEX






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 SECURITIES       	 21
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					 F-7

</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
inLouisiana.   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 Shaanxi 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  2009.   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.

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
31/12/2008 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 members have limited liability for the obligations or debts of the entity.

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


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 rebound in the near future, and 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.

At  the  end  of 2008, the company finished the round survey of gold within the
total area of .6.8  sq.km.  And  Began  the  particular  survey  on Feb 2009 by
signing  agreement  with  the No.1 exploration team of the geologic and  mining
exploration bureau of Shaanxi   Province  During  the  year,three valuable gold
mines,located in the Jiao shan zhai  have been indentified.  The  design of the
particular  survey  on  these  3 gold mines  has been prepared and the  company
commenced the gold lode exploration before the year end.

The Company were on the rough survey stage on the zinc and lead in 2008. In Wei
jia  shan,   Jiao shan zhai, and Shun  jia  he,  where  the  rough  survey  had
finished, 5 valuable   Zinc and lead mines had identified to further survey. In
other location within the   Area,  survey route had been identified and general
forecast had been concluded.


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

According to the report of May 16,2008,  compiled  by the No.1 exploration team
of the  geologic and mining exploration bureau of Shaanxi  Province.  the  gold
mine  in Jiao  shan zhai can reach the value of RMB 230,000,000 with the latest
unit price  of  RMB  200   per  gram.  The potential value of the zinc and lead
within the area can reach
RMB 4,800,000,000 with the latest unit price of 16,000 per ton.

As  a  result,  the  total  potential  value  of   the   mines  can  reach  RMB
5,000,000,000.

<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
miningexploration 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.

On August 1, 2008, China eliminated the 5%  export tax rebate on #0 zinc, which
decreases the export of zinc, increases the provide  and  ultimately worsen the
market.


<PAGE>

4

In  2007  China ranked 1st in the world both in zinc and lead  production.  The
zinc  output  in  China  reached  3.72  million  tons in 2007. increasing 17.8%
compared  to   that of 2006 Calculated by the data in  2007,  zinc  output   in
China  took up about  32.55% of the total global output

Worldwide zinc usage  has increased from approximately 6.1 Million tons in 1985
to 11 Million tons in 2005.  But  only  slightly  increased  to 11.4 million in
2007, and  11.75 million tons in 2008.Refers to the report of  institute,  CHR,
the demand of zinc  in 2010 may slightly decrease to 11.1 million tons.

The  recession of zinc partly because of the financial crisis, partly came from
the immoderate  Development  in  the  past  several year. And the recession was
considered the natural adjustment Of the industry.  In the long run ,the demand
increase will recover.

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
2007    $3250.00
2008    $1925.00

(US DOLLARS PER TON)

The 3 months zinc closing price of London metal exchange  in March 12, 2009 was
only  $ 1,215 per ton, decreasing 46%, comparing that of 2008.

The  bid/ask  price for 15 months zinc the London Metals Exchange  on  May  17,
2009  was  $1,320  for  bid  and  $1,325  for  ask.       Source - London Metal
Exchange

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 the first half of year 2008, zinc concentrate output of China was  1,430,700
tons   and  zinc  output  was  1,920,200  tons,  increasing  6.11%  and  21.13%
respectively compared to those of 2007.

<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 2007 China  ranked   the  first  in  the  production  of lead with the total
output   Of  2,757,400  tons  which accounted for 34% of the global  output.The
Worldwide demand is expected to be stable in the future several years.

In the first half of 2008, the  lead  output  of  China  reached 1,453,500 ton,
slightly increasing 7.42% comparing those of 2007.


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

LONDON METAL EXCHANGE FOR LEAD


             2006                       2007                      2008
            $1,355                     $2,375                    $2,175

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

Though the average settlement prices in 2008 still stayed  above  $  2,000  per
ton, actually the price at the end of 2008 has lower than $1,000, and fluctuate
between $950 and $ 1,300 during the first quarter of 2009. The settlement price
is  $1,230 at march 12,2009.

The  bid/ask price for 15 months lead on the London Metals Exchange on May  17,
2009 was $1,312 for bid and $1,317 for ask.  Source - london Metal Exchange.

<PAGE>

6

Gold

In  2008,  the  gross industrial output value realized by gold enterprises over
the country  was  282 ton,  with  a growth of 4.26% compared to the same period
of last year; and the  gross production had growed for 2005,2006 and 2007, with
the grow rate of 5.51%,7.15% and 12.67%.

Gold is the rare metal,  which  makes it impossible to fluctuate much higher or
lower in supply. The market forcasts  the slight increase of supply in the near
future.

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.

Despite the recession of the global economy  in  2008, the gold price increased
from  $833 per ounce in the beginning year to $880  per ounce at year end, with
the higest Price of $1,032 per ounce. Going with the  economy  depression, more
and more investors choose the gold as the priority.

LONDON METAL EXCHANGE FOR GOLD

	2004	2005	2006	2007	2008
	$435    $513    $632    $833	$880





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 $872 in 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 obtained the first license for zinc,
lead and gold.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 zinc  and lead
mining within the  land  use  area.  The geographical locations for these sites
are:

Eastern longitude: 109* 26' 30'' - 109* 38' 30''
Northern latitude: 32* 55' 45''  -  33 * 01 ' 00 ''


We  expect to make application for  the  final required permits of gold by  and
expect  to  obtain  final  approval during 2009. 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  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, 2009, we have 16 full-time employees. This includes 2
people in marketing, 1  in  manufacturing, 4  in  research  and development and
quality control, 2 in financial and accounting, and 7 in general  management.
A breakdown of employees by subsidiary is below.


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


            Full-time	Marketing	Research and    Financial and   Manufacturing	Management
					development	accounting

CHANG JIANG        10       	2                  0                2               0		 6
DONG FANG           6           0                  4                0		    1            1
TAI PIN YANG        0           0                  0                0               0		 0
WAHBON              0           0                  0                0		    0            0
TOTAL              16           2                  4                2		    1            7


</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 $13,352,228 at December 31, 2008 which includes a net loss
of $1,557,424 for the year ended  December  31,  2007.  The  Company's  current
liabilities  exceed its current assets by $7,713,247 and the Company used  cash
in operation of  $922,059.  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 are ready to  apply for the gold exploitation
permit,  but   has   not  yet  obtained.  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 gold extractions  in  2009.  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, 2008 and December 31,
2007,  we  had  operating  losses of $1,231,537 and $746,461 respectively.  Net
losses at  December 31, 2008  and  December  31,  2007   were   $1,557,424  and
$8,959,472,  respectively.   As   of   December  31,  2008  and  December   31,
2007,  we  had comprehensive losses of $492,512 and $7,788,802, 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  $17,508,609.  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, 2008 and December 31,  2007,  we  had  current  assets  of
$2,008,108 and $1,685,789 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.


OUR  SENIOR MANAGEMENT TEAM  DOES NOT HAVE  ENOUGH   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   of  lead  and zinc are extraordinarily low, and just one
year ago the price were still on the  extraordinarily  high  level, which means
the value of the lead and zinc shrank 2/3 in a year. 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,   worldwide  economic recession,
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    $1,638,232   and
$1,148,124 at December 31 2008 and 2007 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  HAD BEEN RAPIDLY ACCELERATING FOR THE PAST SEVERAL  YEARS  AND
THE  FINANCIAL CRISIS  DIRECTLY DEPRESS THE ECONOMY CURRENTLY, WHICH IMPLYS THE
COMING OF CONTRACTION BUSINESS CYCLE.

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 financial crisis abruptly  and  sharply  slow down China's growth pace. The
economy Contraction has adversely affected the non-ferrous metals industry. The
stock price Came down with a great extent in a  short time. Many Company in the
industry had to Stock up the metals in order to lessen the impact.

Though the Chinese central government has recently  stimulated  the  economy in
all  means, which may counteract some adverse effect. But the majority expected
that  the lower growth is unavoidable and the bottom of the economy has not yet
reached.  If the economic  growth  in China continue to slows or even  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 when the economic turning point will come.


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, 2008,
the rate was 6.8346 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.

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  has  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 has 500,000 shares  of  Series   C   Convertible  Preferred stock
outstanding  at the year end. 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   Because  of  the  maturity  of  the  old  lease,  Our
corporate    headquarters   removed  to  the  the  opposite  mansion.   The new
location consists  of  554  square  meters located at Seventeen  Floor,  Xinhui
Mansion,   Gaoxin   Road,    Hi-tech  Zone,  Xi'An,   Shaanxi   Provence   PRC,
Postcode:710075. Our  Telephone   number Still is (86) 29-88331685 and  our fax
number of  (86)29-88332335 has not  changed.   The headquarters are leased from
Feb 30, 2009 to Jan 31, 2011 at a rental rate  $11,029 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.



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
                                        ------   -----

2008                     First          $0.035    0.01
                         Second           0.07    0.01
                         Third            0.14    0.05
                         Fourth           0.09   0.015


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

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 10-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 2009, if at  all.   We  have sustained considerable losses
from our exploration and other activities to date.

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

On  February  4,  2008,  (the  "Closing  Date")  we acquired HONGKONG  WAH  BON
ENTERPRISE LIMITED ("Wah Bon") and its three subsidiaries:   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



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
                                      2008		2007		2006
                                      -----------     -----------   -----------

Revenues                              		      $         -   $         -
                                      -----------     -----------   -----------
Net loss                              $(1,557,424)    $(9,247,007)  $(1,676,333)
                                      -----------     -----------   -----------
Net  loss per share - basic           $     (0.06)    $         -   $	      -
                                      -----------     -----------   -----------
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 are
going to perform an assessment  on  goodwill arising from  the  acquisition  of
Dongfang Mining as the price of non-ferrous  metals  are  going  down  and  the
whole  industry are stagnant. We can not concluded that there was no impairment
to the carrying value of the goodwill in this reporting period.

On  March  22, 2007, the Company entered into an  agreement  with  a  principal
stockholder of the Company to exchange the Company's 92.93% interest in 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, 2008:


Cost                            $        19,146,841
Less: accumulated amortization           (1,638,232)
                                -------------------
Land use rights, net            $        17,508,609
                                ===================


The  land use rights are amortized over fifty years of the term of leases.  The
amortization expense for the year ended December 31, 2008 and December 31, 2007
was $490,108 and $367,480 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 $13,352,228 at
December 31, 2008 which includes a net loss of  $1,557,424  for  the year ended
December 31, 2008. The Company's current liabilities exceed its current  assets
by  $5,958,661  and  the  Company  used  cash of  $916,535 in operations. 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 planned to become a shareholder of  a theme park  business  before the first
half  year of 2009, but the theme park business shall not occupy  much  of  our
resources  for  it  shall  not  be  controlled  by  us.  The Huanghe, a related
Company, is one of our target enterprise. After about  4  years construction on
the  theme  park  located  in  the wetland of Huanghe River,  the  Company  was
expected to generate revenue in 2009.



                              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
before the end of 2009 and expect  to  commence  extraction  operations shortly
thereafter.

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

Our  plan  for  2009  is  to finish reconnaissance  and  evaluation  and  begin
prospecting the known ore bodies  and  controlling  the  trench exploration, in
addition, enter in to new energy industry by acquisition ,such as electric
power. 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;

  -  Finish the rough survey of lead and zinc over the 6.8 square meter area;

  -  Complete the particular survey of gold and obtain the exploitation licence
     Before year end.

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


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


RESULTS OF OPERATIONS

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2008 AND DECEMBER 31, 2007

        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, 2008  increased  to  $1,231,537,from  $746,461 for the year ended  December
31, 2007. Overall expenses before taxes and  minority  interests,  for the year
ended  December 31, 2008 was $1,616,198 as compared to the year ended  December
31, 2007,  of  $988,673.  The  difference of $625,186 or approximately 67% over
the prior period,  the  overall  increase  in  expenses is due to the following
increases in:


   .  A reduction of general  and  administrative  expenses from  $349,269  for
      the year ended December 21, 2007 to $260,590 for the year ended  December
      31, 2008.

      A $539,224 increase of Legal and professional  for  2008  comparing  with
      that of 2007.

   .  other  expense,   which   increased  from  $242,212  for the year ended
      December 31, 2007 to $384,661 for the year ended December 31, 2008.

   .  an increase in imputed interest expense from $243,337 to  $353,951  which
      is reflected  in  the  increase in other expenses. Total imputed interest
      recorded  as  additional  paid-in   capital   amounted   to  $353,951 and
      $243,337 for the years ended December 31, 2008 and 2007.

   .  Depreciation  increased slightly from $29,712 for the year ended December
      31, 2007 to $35,779 for the year ended December 31, 2008

   .  Amortization of land use rights increased  from  $367,480  for  the  year
      ended December 31, 2007 to $395,944 for the year ended December 31, 2008.
<PAGE>

25

       NET LOSS. Our net loss for the year ended December 31, 2008 decreased to
$1,557,424 from $8,959,472  for  the  year ended December 31, 2007. The overall
decrease in net loss of $7,402,048, almost  a  five  fold  decrease,   over the
prior   year   period,  is  primarily  due  to  $8,027,234  loss on disposal of
subsidiary
occurred in 2007.

       COMPREHENSIVE LOSS.  Our  comprehensive loss for the year ended December
31,  2008  decreased  to $492,516 from  $7,788,802  As the $ 1,064,909  foreign
currency Translation gains  of  2008  just  slightly  decreased  comparing with
$1,170,802 of 2007 The reason for great decrease of comprehensive  loss came to
the same reason for the  net loss.

    STOCKHOLDERS'   EQUITY.   Stockholders'   equity increased by $ 716,072  to
$14,849,562 as of December 31, 2008, or approximately   5.1%   from $14,133,490
as of  December  31,  2007.  The  increase  was  primarily  due  to  a $489,258
repurchasing  of  common  stock   during  the  year  ended December 31, 2007.In
addition, the  $353,951  imputed interest was adjusted  to the paid-in capital,
which also help to increase the stockholders' equity.


LIQUIDITY AND CAPITAL RESOURCES

       GENERAL.   Overall, we had an increase in net loss of $1,557,424 for the
year  ended  December   31,  2008  Net  cash  used in operating  activities  of
$388,012, net  used in investing activities  of   $1,379,396   and   net   cash
provided  by financing  activities of $ 872,762. At December 31, 2008, our cash
balance was $23,961 as  compared to $ 479,241 for the prior year, a decline  of
$ 455,280 or approximately 95%.

        CASH FLOWS  FROM  OPERATING  ACTIVITIES. Net  cash  used  in  operating
activities  of  $388,012  for  the  year  ended December 31, 2008 was primarily
attributable to a net loss from the operations.  The  adjustments  to reconcile
the  net   loss   to  net  cash,  including  depreciation   expense of $35,779,
amortization   of   land  use  rights  of  $395,944, imputed interest   expense
of $353,951, adjustment  for  minority  interests  of  $(58,773),an decrease in
current assets and prepayments of $ 303,023 and other payables of $49,489.

       CASH  FLOWS FROM  INVESTING  ACTIVITIES.  Net  cash  used  in  investing
activities of  $1,512,396  for  the  year ended December 31, 2008 was primarily
attributable to:

          -   Net  cash  outflow from  the  acquisition  of  a  subsidiary  of
	      $292,629
          -   $1,213,622 from related parties;and
          -   Purchase of furniture and equipment of $6,145.

       CASH  FLOWS  FROM FINANCING ACTIVITIES. Net cash of $ 1,445,908 provided
by financing activities in  the  year ended December 31, 2008 was primarily due
to 538,343 and 935,268  increase  of  due  to  shareholder  and  due to related
parties  respectively

       FINANCING. We have not generated any revenues  as  of  December 31, 2008
and so are considered an exploration stage company. We ended 2008  with $23,961
of  cash  and  equivalents on our balance sheet. Given our current  cash  usage
rate, a risk exists  that our available cash on hand and the cash we anticipate
generating   from  operating   activities  will  be  insufficient  to   sustain
our operations.   Our auditors have  expressed  substantial  concern  as to our
ability
to continue as a going concern.

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

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


<PAGE>

26
       EXTERNAL  SOURCES  OF  LIQUIDITY.  We  intend  to pursue  all  potential
financing  options  in  2009  as  we look to secure additional  funds  to  both
stabilize and grow our business operations and begin extraction. Our management
will  review  any financing options at  their  disposal  and  will  judge  each
potential source  of  funds on its individual merits. We cannot assure you that
we will be able to secure  additional  funds  from debt or equity financing, as
and when we need to or if we can, that the terms  of  such  financing  will  be
favorable to us or our existing shareholders.

       INFLATION. Our management believes that inflation has not had a material
effect on our results of operations, and does not expect that it will in fiscal
year  2009.

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

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 $ 23,379,269 and $21,797,756 as of December 31, 2008 and
December  31, 2007. Most of this reduction was the result of an adjustment  for
discontinued operations and disposal of a subsidiary.


The largest part of our assets is the Land Use Rights  we  hold.  Net  land use
rights were $17,508,609 as of December 31, 2008, increased from $16,743,482 for
the year  ended  December  31, 2007.  The reason for this increase was that the
appreciation  of  RMB contributed more to the balance than the depreciation  of
the Land Use Right did.

In order to carry out the Corporate  Strategy  of developing the Petroleuem and
New  Energy, the Company invested RMB 2,000,000($293,328)  to  establish  a new
company   named  Shaanxi   Changjiang  mining   and  New  Energy  Co.,  Ltd  in
September,   2008,  with   Shaanxi   Changfa   Industry   Stock  Co.,Ltd   (the
"Changfa"),  The registered  capital  totals    RMB  10,000,000(USD   293,328),
in which the Company    owns  20%.,and   Changfa  the  other  80%   share.  The
Company  has significant   influence   on   the   new   Company  as it assigned
finance  and   Other  directors  in  the  new  Company,and  has  recorded   the
investment  under  the  equity method. The new Company had no income  for   the
year ended December 30,2008  and as the expense was not material, no adjustment
has been made .

Our current liabilities  were  $8,400,906  as of December 31, 2008.  $3,446,160
and  $ 434,137 are Notes payable and  owed to  related  companies respectivley,
along  with  $2,396,560  due  to stockholders. Our other payables  and  accrued
expenses were $2,124,050.

<PAGE>

27
Tax Liabilities

Neither North American Gaming nor Wah Bon had income for income tax purposes in
2008 and 2007. 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 25% 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, 2008 and December 31, 2007.


The Company has deferred tax assets at  December  31, 2008 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  did not record the deferred tax asset
at the year end of 2007 & 2008 in the balance sheet. According to the China Tax
Regulations, the operating loss carryforwards can be deducted in the taxable
profit within 5 years.


The reconciliation  of  income taxes computed at the statutory income tax rates
to total income taxes for the year ended December 31, 2008 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                  25%
                                                                        ---
        Valuation allowance                                            (25%)
                                                                        ===
Total deferred tax asset                                                 0%
                                                                        ===


    Other  payables and accrued liabilities at December 31, 2008 consist of the
following:

Other payables                                                  $       159,440
Consideration payable to a former owner of Dongfang Mining    	      1,827,898
Accrued wages								  1,990
Statutory staff welfare                                                   1,876
Other tax payable							     58
Accrued expense								 45,000
                                                                ---------------
                                                                $     2,124,050
                                                                ===============

<PAGE>

28

Lease

The  Company   moved  to  a  new  office  located  in  Floor 17,Block B, Xinhui
Building, #33  Gaoxin Road, Gaoxin District, Xi'an in Feb, 2009. The new office
consists of  554   square  meters, bears RMB75,000($10,974)  per  year from Feb
1, 2009 to Jan 31,2011

As  of  December  31, 2009 and 2010, the Company had outstanding commitments of
$13,717 and $10,974  with  respect to above operating leases.



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, 2008 and 2007 begin on F-1 of this report.

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


Previous Principal Independent Accountants


Began  from  the  second  quarter,  we dismissed Jimmy C.H. Cheung & Co.as  our
principal independent accountants,  and  engaged BROCK,SCHECHTER & POLAKOFF,LLP
as our new  principal independent accountants to perform  procedures  related
to  our financial  statements  for  the   fiscal   year   ending   December 31,
2008, 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.  As
described  below, the change  in  our principal independent accountants was not
the result of  any  disagreement with  Jimmy  C.H.  Cheung  &  Co In July 2008,
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,   2007,were
prepared by Jimmy C.H.  Cheung  &  Co.   And that as of December 31,2006, 2005,
2004 and 2003 were prepared by Sartain Fischbein & Company, CPA.


Jimmy C.H. Cheung & Co'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 Jimmy C.H. Cheung &  Co  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  Jimmy C.H. Cheung & Co  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,
2007. We requested  that   Jimmy C.H. Cheung & Co 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 August 11, 2008, our Board of Directors
engaged  BROCK,SCHECHTER & POLAKOFF,LLP  as  our  new   independent  registered
public accounting firm. The Company had  not  consulted   with  BROCK,SCHECHTER
& POLAKOFF,LLP 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.

See below.

ITEM 8B. OTHER INFORMATION.

      None.


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   39              President, Chief Executive Officer and Chairman
                                of the Board
Xu Wei          33              Financial Supervisor
Zhang Hong Jun  42              Director
Wang Sheng Li   42              Director
Li Pin          33              Director and Chief Financial Officer
Tian Hai Long   36              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 mining & new energy 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 - Financial Supervisor

Ms. Wei was named as CFO of Changjiang mining & new energy  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  mining & new energy 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 mining & new energy 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 and Chief Financial Officer of Changjiang  mining &
new energy  in  March  2006.  He  was  an  officer of Wei Nan branch company of
China
1.   Life Insurance Company  from 2000 to Mr. Li studied in the Shaanxi Finance
2.   and  Economics  from 1994  to  1996, majoring  in  Finance  and  Economics
     Management.

TIAN HAI LONG - Director

Mr.  Tian  was named as  director  of  Changjiang  mining & new energy 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 2008* 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                        2006    675       0   	      0               0			   0       0      0
(Chariman  of  board  &  CEO)         2007      0       0    	      0               0			   0       0      0
                                      2008    585       0    	      0               0                    0       0

Xu  Wei, Financial officer            2006    257       0     	      0               0			   0       0      0
                                      2007      0       0    	      0               0			   0       0      0
                                      2008    298       0    	      0               0			   0       0      0

Yang  Yi  Jun                         2006      0       0    	      0               0			   0       0      0
                                      2007    406       0     	      0               0			   0       0      0
                                      2008    439       0    	      0               0			   0       0      0

E.  H.  Hawes                         2006      0       0     	      0               0			   0       0      0
                                      2007      0       0     	      0               0			   0       0      0
                                      2008      0       0    	      0               0			   0       0      0

Richard  Crane                        2006      0       0     	      0               0			   0       0      0
                                      2007              0             0          28,000           	   0       0      0
                                      2008      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 PIN                                       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)




(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.

<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,  2008  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



The  related  parties  owed  the Company $1,754,586 as  of  December  31,  2008
including  nine  related  companies  and  four   related   persons   owed   the
Company amounts  totaling   $1,355,694  and  $398,892 respectively for advances
made  on  an unsecured basis, repayable on demand and interest free.


The Company owed $2,396,560  to  two  former  stockholders of Chang Jiang as of
December 31, 2008 for advances made on an unsecured  basis, repayable on demand
and interest free. Imputed interest is charged at 7% per  annum  on the amounts
due.

38

The  Company  owed $3,446,160 to seven related  parties  as  of  December   31,
2008  including  six   related   companies  and  one  related  person  owed the
Company amounts totaling $2,086,486  and  $1,359,674  respectively for advances
made  on an unsecured  basis,  repayable  on  demand and interest free. Imputed
interest is charged at 7% per annum on the amount due.


Total  imputed interest recorded as  additional  paid-in  capital  amounted  to
$353,951 and $243,337 for the years ended December 31, 2008 and 2007.


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 2008,2007,
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		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.



(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.

</TABLE>

<PAGE>

40

Item 14.        PRINCIPAL ACCOUNTANT FEES AND SERVICES

On August 12, 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,  Jimmy  C.H.   Cheung  &  Co. and engage BROCK, SCHECHTER &
POLAKOFF,LLP as  our   new principal  independent   accountants   to    perform
procedures  related  to  our financial  statements  for  the fiscal year ending
December  31, 2008, to  be  included  on our Form 10-KSB under Section 13(a) or
15(d) under the Exchange Act.


Jimmy C.H.  Cheung & Co'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 Jimmy C.H.  Cheung &  Co   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  Jimmy  C.H.   Cheung  & Co  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, 2007.

Jimmy  C.H.  Cheung & Co  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  September  12,   2008.  Jimmy  C.H.
Cheung  & Co took issue with the following disclosures in the 8-K A as follows:

The report of Cheung on NAGM's consolidated financial statements for the fiscal
years ended  December 31, 2006  and  December 31, 2007  dated  March  22,  2008
noted  that  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. Except
as stated, the  report  did not contain any other adverse opinion or disclaimer
of opinion and  was  not qualified  or  modified as to uncertainty, audit scope
or accounting principle.  Additionally, Cheung's review of  our interim periods
ending  March31,  2007  and  first quarter ended March 31, 2008 did not contain
any adverse opinion or disclaimer of opinion and was  not qualified or modified
as to uncertainty, audit scope or accounting principle except as stated.


Jimmy C.H.  Cheung  &  Co billed the Company $30,000 for 2007 audit. 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 Brock, Schechter  & Polakoff,  LLP  fees   totaling  $37,000  for  its
services for audit work of the fiscal  year 2008, report  of  internal  control
over financial reporting and the review of the 2nd and 3rd  quarters.



<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, 2009
                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, 2009

/s/  Li Pin
-----------
Chief Financial Officer (Principal
Financial Officer)                              April  15, 2009

















































MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


We are responsible for establishing and maintaining  adequate  internal control
over  financial  reporting  for  North  American Gaming and Entertainment   (an
exploration  company)  and subsidiaries ("we"  and  "our"),  as  that  term  is
defined in Exchange Act  Rules 13a-15(f).  We  conducted  an  evaluation of the
effectiveness  of  our  internal  control  over our financial reporting  as  of
December  31,  2008  based  on  the framework in  "Internal  Control-Integrated
Framework"  issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on that evaluation,  we  concluded  that our internal control
over financial Reporting is effective as of December 31, 2008.

Brock, Schechter & Polakoff, LLP, an independent registered  public  accounting
firm, has audited the consolidated financial statements included in this Annual
Report   and  has  issued a report on the effectiveness of our internal control
over financial  reporting. Their reports follow this statement.



Chen Weidong                            Li Pin
------------				------
President and Chief Executive Officer   Chief Financial Officer
April 15, 2009                          April 15, 2009












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 North  American  Gaming  and  Entertainment  Corporation  (an
exploration  stage  company)  and  subsidiaries internal control over financial
reporting as of  December 31, 2008,  based  on criteria established in Internal
Control  -  Integrated   Framework  issued  by  the   Committee  of  Sponsoring
Organizations of the Treadway Commission  (COSO). The Company's  management  is
responsible   for   maintaining  effective  internal   control  over  financial
reporting and for its  assessment of the effectiveness of internal control over
financial  reporting, included  in  the  accompanying  Management's  Report  on
Internal Control  Over Financial Reporting. Our responsibility is to express an
opinion on the Company's internal control over financial reporting based on our
audit.

We conducted our audit  in  accordance with the standards of the Public Company
Accounting  Oversight Board (United  States).  Those  standards require that we
plan  and  perform  the  audit   to obtain reasonable assurance  about  whether
effective internal control over financial   reporting  was  maintained  in  all
material  respects.  Our audit included obtaining an  understanding of internal
control over financial  reporting,  assessing the risk that a material weakness
exists, and testing and evaluating the  design  and  operating effectiveness of
internal control based on the assessed risk. Our audit also included performing
such  other   procedures  as we considered necessary in the  circumstances.  We
believe that our audit provides  a reasonable basis for our opinion.

A company's internal control  over financial reporting is a process designed 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  principles. A company's internal
control over financial reporting includes those policies   and  procedures that
(1)  pertain  to  the  maintenance  of  records  that,  in  reasonable  detail,
accurately  and  fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit  preparation  of financial statements in accordance with
generally accepted accounting  principles,  and that  receipts and expenditures
of  the  company  are  being  made only in accordance  with  authorizations  of
management and directors of the  company;  and (3) provide reasonable assurance
regarding prevention or timely detection of  unauthorized  acquisition, use, or
disposition of the company's assets that  could have a material  effect  on the
financial statements.

Because  of its inherent limitations, internal control over financial reporting
may not prevent  or   detect misstatements. Also, projections of any evaluation
of effectiveness to future  periods  are  subject to the risk that controls may
become inadequate because of changes in  conditions,  or  that  the   degree of
compliance with the policies or procedures may deteriorate.

In  our  opinion,  the  Company maintained, in all material respects, effective
internal control over  financial  reporting  as  of December 31, 2008, based on
criteria established in Internal Control - Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

We  also  have audited, in accordance with the standards of the Public  Company
Accounting  Oversight  Board (United States), the consolidated balance sheet of
North  American Gaming and  Entertainment  Corporation  (an  exploration  stage
company) and subsidiaries as of December 31, 2008, and the related consolidated
statements of operations and comprehensive
loss, changes  in  stockholders'  equity,  and  cash  flows  for the year ended
December 31,  2008, and our report dated April __, 2009 expressed  a  qualified
opinion on those consolidated financial statements.



Brock, Schechter & Polakoff, LLP
Certified Public Accountants
Buffalo, New York
April __, 2009
<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, 2008





<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
_____________________________________________________________________________





Brock, Schechter & Polakoff, LLP
Certified Public Accountants
Registered with the Public Company Accounting Oversight Board


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
subsidiaries as of December 31, 2008 and the related consolidated statements of
operations and  comprehensive loss, stockholders' equity and cash flows for the
year  ended   December   31,    2008.   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   audit.  The  financial
statements  of North American Gaming  and  Entertainment  Corporation  and  its
subsidiaries  for  the  year  ended  December  31,  2007  were audited by other
auditors whose report thereon, dated March 22, 2008, expressed  an  unqualified
opinion.

Except  as  discussed  in  the  following paragraph, we conducted our audit  in
accordance with  the standards of the Public Company Accounting Oversight Board
(United States). Those standards  require that we plan and perform the audit 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
audit of the financial statements provides a reasonable basis for our opinion.

We were unable  to  obtain  sufficient evidential matter in connection with the
balance of  the Company's goodwill  as of December 31, 2008, and we were unable
to satisfy ourselves of  the balance by performing other audit procedures.  Any
impairment of this balance would effect  the results of operations for the year
ended December 31, 2008.

In our opinion, except for the effects of  such  adjustments  discussed  in the
previous  paragraph, 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 subsidiaries, as
of December 31, 2008, and the  results of its operations and its cash flows for
the  year  then  ended,  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 19 to
the   consolidated  financial  statements,  the  Company  had  a  net  loss  of
$1,467,426, an accumulated deficit during  the exploration stage of $13,262,228
and a working capital deficiency of $7,713,248  and  used cash in operations of
$388,011. 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 19.  The accompanying consolidated  financial  statements  do
not  include  any  adjustments  that  might  result  from  the  outcome of this
uncertainty.

We  also  have  audited, in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States),  the Company's internal control
over financial reporting as of December 31, 2008, based on criteria established
in  Internal  Control  -  Integrated   Framework issued  by  the  Committee  of
Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated April __, 2009 expressed an unqualified opinion on
the  effectiveness of the Company's internal control over financial reporting.

Brock, Schechter & Polakoff, LLP
Certified Public Accountants



New York

Date: April 15, 2009


             726 Exchange Street Suit 822 Buffalo, New York 14210
             Tel:  (716) 854-5034   Fax:  (716) 854-7195
             Email:     rs@bspcpa.com
                  Website:







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


NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
AND SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2008 AND 2007

            ASSETS                                           2008		2007
							  -----------	    -----------
CURRENT ASSETS
Cash and cash equivalents                                      23,961		479,241
Note receivable                                                     -		133,000
Other current assets and prepayments                          229,560		532,584
Due from related companies                                          -		540,964
							  -----------	    -----------
          Total Current Assets                                253,521	      1,685,789

FURNITURE AND EQUIPMENT, NET                                  235,800		252,941
LONG TERM INVESTMENTS                   		      292,629        	      -
LAND USE RIGHTS, NET                                       17,508,609	     16,743,482
GOODWILL                                                    3,334,124	      3,115,544
LONG TERM RECEIVABLE                                        1,754,586		      -
							  -----------	    -----------
TOTAL ASSETS                                               23,379,269	     21,797,756
							  ===========	    ===========
        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Other payables and accrued expenses                         2,124,049	      2,074,561

Notes payable                                                 434,137		573,146
Due to stockholders                                         2,396,560	      1,858,217
Due to related companies                                    3,446,160	      2,510,892
Preferred stock debenture                                           -		 12,700
Preferred stock dividends payable                                   -		 15,003
							  -----------	    -----------
	  Total Current Liabilities                         8,400,906	      7,044,519
							  -----------	    -----------
COMMITMENTS AND CONTINGENCIES                                       -		      -
							  -----------	    -----------
MINORITY INTERESTS                                            562,938		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, 2008)     		5,000		      -

  Preferential treatment in distributions upon  liquidation
  Common stock ($0.01 par value, 200,000,000 shares
  authorized, 24,216,058 shares issued,  24,216,058 shares
  outstanding as of both December 31, 2008 and December
  31, 2007)               				      417,886		417,886

  Additional paid-in capital                               24,208,127	     23,528,678
  Treasury stock                                             (489,258)	       (489,258)
  Accumulated deficits during the exploration stage       *13,262,228*	    (11,794,802)
  Accumulated other comprehensive income                    3,535,898	      2,470,986
							  -----------	    -----------
           Total Stockholders' Equity                      14,415,425	     14,133,490
							  -----------	    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 23,379,269	     21,797,756
							  ===========	    ===========


   The accompanying notes are an integral part of these financial statements


<PAGE>
F-2

</TABLE>


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


NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

                                                       2008             2007               Accumulated
                                                   ------------     ------------           -----------
OPERATING EXPENSES
   General and administrative expenses          	260,590          349,269               609,859
   Legal and professional fee                    	449,224                -               449,224
   Depreciation                                      	 35,779           29,712                65,491
   Amortization of land use rights               	395,944          367,480               763,424
                                                   ------------     ------------           -----------
        Total Operating Expenses                      1,141,537          746,461             1,887,998
                                                   ------------     ------------           -----------
LOSS FROM OPERATIONS                                 (1,141,537)        (746,461)           (1,887,998)

OTHER INCOME (EXPENSES)
   Interest income                                       2,229             2,692                 4,921
   Interest expenses                                    (1,357)                -                (1,357)
   Imputed interest expenses                          (353,951)         (243,337)             (597,288)
   Other expenses                                      (31,583)           (1,567)              (33,150)
                                                   -----------      ------------           -----------
        Total Other Expenses                          (384,662)         (242,212)             (626,874)
                                                   -----------      ------------           -----------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX
   EXPENSE AND MINORITY INTERESTS                   (1,526,199)         (988,673)           (2,514,872)

INCOME TAX EXPENSE                                           -                 -                     -

MINORITY INTERESTS                                      58,773            56,435               115,208
                                                   -----------      ------------           -----------
LOSS FROM CONTINUING OPERATIONS                     (1,467,426)         (932,238)           (2,399,664)

DISCONTINUED OPERATIONS

   Loss on disposal of subsidiary                   	     -        (8,027,234)           (8,027,234)
                                                   -----------      ------------           -----------
NET LOSS                                            (1,467,426)       (8,959,472)          (10,426,898)

OTHER COMPREHENSIVE INCOME
        Foreign currency translation gain            1,064,912         1,170,670             2,235,582
                                                   -----------      ------------           -----------
COMPREHENSIVE LOSS                                 $  (402,514)     $ (7,788,802)           (8,191,316)
                                                   ===========      ============           ===========
Net loss per share-basic                           $    (0.061)     $	   (0.37)          $	(0.434)
                                                   ===========      ============           ===========
Net loss per share-diluted                         $  	     -      $	       -           $  	     -
                                                   ===========      ============           ===========
Weighted average number of shares outstanding
   during the year-basic                            24,216,058        24,216,058            24,216,058
                                                   ===========      ============           ===========
Weighted average number of shares outstanding
   during the year-diluted                         609,000,000       609,000,000           609,000,000
                                                   ===========      ============           ===========


   The accompanying notes are an integral part of these financial statements


<PAGE>
F-3

</TABLE>

<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, 2008 AND 2007


                          	   Treasury stock               Series C
                                                               Convertible
                                                            Preferred Stock		     Common Stock
                          	Share        Amount      Shares		Amount	 	 Shares       Amount
			   ----------	   --------	 ------		------	     ----------	      --------
Balance at
January 1,2007                      -	     $    -	      -         $    -		      -       $      -

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

Stock issued in
recapitalization           17,572,494      (489,258)          -         $    -	     24,216,058        417,886

Foreign currency
translation gain		    -	     $    -	      -         $    -		      -       $      -

Comprehensive income
			   ----------	   --------	 ------		------	     ----------	      --------
Balance at
December 31, 2007          17,572,494      (489,258)          -         $    -	     24,216,058        417,886

Contribution by
stockholders			    -	     $    -	      -         $    -		      -       $      -

Stock issued in
recapitalization                                        500,000          5,000		      -       $	     -

Imputed interest
expenses on due
to stockholders and
related companies		    -	     $    -	      -         $    -		      -       $    -
Comprehensive income
			   ----------	   --------	 ------		------	     ----------	      --------
Balance at
December 31, 2008   	   17,572,494      (489,258)    500,000         $5,000	     24,216,058       $417,886
			   ==========	   ========	=======		======	     ==========	      ========
   The accompanying notes are an integral part of these financial statements


<PAGE>
F-4

</TABLE>

<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, 2008 AND 2007
(CONTINUED)


										Accumulated
                                       	Additional				other
                                       	paid-in		 Accumulated		comprehensive
                                       	capital          deficits		income			Total
					-----------	 ------------		-------------		-----------

Balance at January 1, 2007         	$23,633,613      $ (2,835,330)     	$   1,300,316		$22,098,599

Contribution by stockholders        	    128,205                 -                 	    -		    128,205

Stock issued in recapitalization    	    522,214          (998,691)               	    -		   (547,849)

Recapitalization                     	   (998,691)          998,691                	    -			  -

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

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

Net loss for the year                                      (8,959,472)					 (8,959,472)
					-----------	 ------------		-------------		-----------
Balance at December 31, 2007        	 23,528,678       (11,794,802)        	    2,470,986		 14,133,490
					===========	 ============		=============		===========
Contribution by stockholders          	    325,498                 -                       -		    325,498

Stock issued in recapitalization									      5,000

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

Net loss for the year                                      (1,467,426)					 (1,467,426)

Foreign currency translation gain                 -                 -		    1,064,912             1,064,912
					-----------	 ------------		-------------		-----------
Balance at December 31, 2008       	$24,208,127      $(13,262,228)    	$   3,535,898		$14,415,425
					===========	 ============		=============		===========

   The accompanying notes are an integral part of these financial statements


<PAGE>
F-5

</TABLE>


<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, 2008 AND 2007

                                                                       2008             2007            Accumulated
                                                                   -----------     -----------          -----------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss from continuing operations                       	   $(1,467,424)    $  (932,238)          (2,399,662)
   Net loss from discontinued operations                                     -      (8,027,234)          (8,027,234)
                                                                   -----------     -----------          -----------
        Total net loss                                              (1,467,424)     (8,959,472)         (10,426,896)

   Adjusted to reconcile net loss to cash used
   in operating activities:
    Loss on disposal of subsidiary                                     	     -       8,027,234            8,027,234

    Depreciation                                                        35,779          29,712               65,491
    Amortization of land use rights                                    395,944         367,480              763,424
    Imputed interest expense                                           353,951         243,337              597,288
    Minority interests                                                 (58,773)        (56,435)            (115,208)
   Changes in operating assets and liabilities
    (Increase) decrease in:
    Other current assets and prepayments                               303,024        (254,098)              48,924
    Increase (decrease) in:
    Other payables and accrued expenses                            	49,488         159,515              209,003
    Discontinued operations, net                                             -               -
                                                                   -----------     -----------          -----------
        Net cash used in operating activities                         (388,011)       (442,727)            (830,738)
                                                                   -----------     -----------          -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Issuance of note receivable                                               -        (133,000)            (133,000)
   Purchases of furniture and equipment                           	(6,145)        (42,954)             (49,099)
   Due from stockholder                                                      -          25,584               25,584
   Due from related parties                                           (888,124)       (537,126)          (1,425,250)
   Payment for acquisition of long-term investment             	      (292,629)     (1,017,903)          (1,310,532)
   Net cash outflow from disposal of discontinued
 operations                                                                  -      (1,406,430)          (1,406,430)
   Discontinued operations, net                                              -               -                    -
                                                                   -----------     -----------          -----------
        Net cash used in investing activities                  	    (1,186,898)     (3,111,829)      	 (4,298,727)
                                                                   -----------     -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Capital contribution by stockholders                               (325,498)         128,205             197,293
   Proceeds from notes payable                                        	     -         573,146              573,146
   Proceeds from (repayments of) preferred stock debenture   	       (12,700)         12,700
   Proceeds from (repayments of) preferred stock dividends
   payable                                                             (15,003)         15,003                    -
   Payments for recapitalization                                      	     -         (71,372)             (71,372)
   Additional paid-in capital                                          	     -        (481,477)            (481,477)
   Advances from (payments to) stockholders                            538,343        (249,189)             289,154
   Advances from related parties                                       935,268       2,146,708            3,081,976
   Investment from minority stockholders                           	     -        (619,747)            (619,747)
   Discontinued operations, net                                              -               -                    -
                                                                   -----------     -----------          -----------
        Net cash provided by financing activities             	     1,120,410       1,453,977            2,574,387
                                                                   -----------     -----------          -----------
EFFECT OF EXCHANGE RATES ON CASH                                      	  (781)        513,842              513,061
                                                                   -----------     -----------          -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                      	      (455,280)     (1,586,737)          (2,042,017)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                         479,241       2,065,978            2,545,219
                                                                   -----------     -----------          -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR                       	   $    23,961     $   479,241              503,202
								   ===========	   ===========		===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
   Interest expenses                                               $	 1,357     $         -                1,357
								   ===========	   ===========		===========



SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

In Feburay,  2008 the Company offset the $ 133,000 notes receivable against the
Notes payable.

   The accompanying notes are an integral part of these financial statements

<PAGE>
F-6

</TABLE>




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


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, 2007 as an investment holding company.

Chang Jiang Si You Neng Yuan Fa Zhang Gu Feng You Xiang Gong Si ("Chang Jiang")
(formerly Weinan Industrial and Commercial Company Limited) was incorporated as
a limited liability company in the PRC on  March 19, 1999. Chang Jiang became a
joint stock company in January 2006 with its  business activities in mining and
new energy development in Shaanxi PRC. In July,  2008,  Chang  Jiang change its
name to Shaanxi Chang Jiang Mining  & New Energy Stock Company Ltd.

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  Mining  and  New Energy 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, which is 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 of their  ownership  in Chang Jiang to Tai Ping Yang for
98% of the 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
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 affect a
one for ten reverse stock splits after the closing of this transaction and upon
obtaining regulatory approval and approval of the North  American shareholders.
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 with a 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 shares 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 became a wholly owned subsidiary of North American.

<PAGE>
F-7

The members have limited liability for the obligations or debts of the entity.

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

         Accordingly,   the   consolidated  financial  statements  include  the
following:

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

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

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

The  Company is considered to be an exploration stage company.   This  requires
that information  is  presented  to  show the cumulative results of the Company
since  its inception as an exploration  stage  company.  Even though members of
the Company have been in existence prior to 2007,  the Company considers itself
to have become an exploration stage company when it acquired Dongfang Mining on
March 22, 2007.  The accumulated columns shown on the  consolidated  statements
of operations and comprehensive loss and the consolidated statements cash flows
have  been  provided  to  show  cumulative balances from March 22, 2007 through
December 31, 2008.


(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 affects the reported amount of assets and  liabilities and
disclosure   of   contingent  assets  and  liabilities  at  the  dates  of  the
consolidated financial  statements  and  the  reported  amounts of revenues and
expenses during the reporting periods.  Actual results could  differ from those
estimates.

(C)Principles of consolidation

The accompanying consolidated financial statements as of December  31, 2008 and
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  60% owned subsidiary Dongfang Mining. The minority interests
represent the minority  shareholders'  2.8%  and  40%  shares of the results of
Chang Jiang and Dongfang Mining, respectively.

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,  payable
entirely in cash. All the entities were either under common ownership or shared
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, 2008 and  the  operations of Chang Jiang for the
years  ended  December  31,  2008 and 2007 were included  in  the  consolidated
financial statements as if the  transactions  had  occurred at the beginning of
the first period presented, with each account stated  at  its  historical cost.
In  this  regard,  the  prior  year's  consolidated  financial  statements  and
financial  information  have  been   adjusted  retroactively  to  combine   the
previously separate entities to  furnish comparative financial information.

<PAGE>
F-8

(E)Cash and cash equivalents

For  purpose  of  the  consolidated  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.   Expenditures 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                                           10 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 land-use rights.

(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  or  land  use  rights existed at December 31, 2008 and
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.

<PAGE>
F-9

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$")  and the Chinese Renminbi ("RMB"). At December 31, 2008,  the  new  RMB
rate against the US$ was approximately 6.8346. 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  for
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.

In  addition,  we account for uncertain tax positions in accordance  with  FASB
Interpretation No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes  - an
Interpretation  of FASB Statement No. 109", ("FIN 48") which was issued in July
2006. FIN 48 prescribes  a  recognition threshold and measurement attribute for
financial statement recognition  and  measurement  of  a  tax position taken or
expected  to  be  taken in a tax return and also provides guidance  on  various
related  matters such  as  de-recognition,  interest, penalties and disclosures
required. We  recognize interest and penalties, if any, related to unrecognized
tax benefits  in income tax expense.

(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$ 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 consolidated financial statements of Wah Bon (whose functional  currency is
RMB), 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, 2008 and 2007
was $1,064,912 and $1,170,670 respectively.

<PAGE>
F-10

(K)Comprehensive loss

The foreign currency translation gain or loss resulting from translation of the
consolidated financial statements expressed  in RMB to US$ is reported as other
comprehensive  income  in   the  consolidated  statements   of  operations  and
comprehensive loss and stockholders' equity.  The foreign currency  translation
gain   for   the   years  ended  December 31, 2008 and 2007 was $1,064,912  and
$1,170,670 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

As of December 31,  2008,  the Company operates in only one reportable segment,
mining for mineral ores, which  is  still  at  an  exploration  stage.   As  of
December  31,  2007,  the   Company  operated in two reportable segments, theme
parks and mining for mineral ores.

Currently, and in the near future, the  Company  is  and will be engaged in the
mining. But the Company also tried to develop other business,  for example, the
new  energy  business.  The  Company  invested  in  the Changjiang Electric  in
September,2008.

All of the assets and business is located in China, and  all  of  the operating
losses have come from the foreign operations*outside United States*.

(N) Recent Accounting Pronouncements

   In  May  2008,  the  FASB  released  SFAS  No.  162,  "The Hierarchy of
Generally Accepted Accounting  Principles". This statement  identifies the
sources  of  accounting  principles  and the framework  for selecting  the
accounting principles used in the preparation  of  financial statements of
nongovernmental entities that are presented in conformity  with  generally
accepted  accounting   principles  in  the United States. SFAS No. 162  is
effective  60  days  after  the  SEC's approval   of  the  Public  Company
Accounting Oversight Board amendments  to AU Section 411, "The Meaning  of
Present   Fairly   in  Conformity  with  Generally   Accepted   Accounting
Principles".  The Company  does  not  expect  the  implementation  of this
guidance  to  have  a  material  impact  on  the  consolidated   financial
statements.

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

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  No. 157  to  have  an impact on the Company's results
of operations or financial condition.


In February 2007, the FASB released SFAS No.  159,  "The Fair Value Option
for Financial Assets and Financial Liabilities". The standard is effective
for fiscal years beginning after November 15, 2007. The  standard provides
entities  the  ability,  on  an  elective basis, to report most  financial
assets and financial liabilities at  fair  value, with corresponding gains
and losses recognized in current earnings. The  Company  did not elect the
fair  value  option under SFAS 159 as of January 1, 2008 for  any  of  our
financial assets  and  liabilities  that were not already fair valued. The
Company  will  consider  applying  the  fair   value   option   to  future
transactions as provided by the standard. The Company does not expect SFAS
159 to have a material impact on the consolidated financial statements.

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


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

<PAGE>
F-11

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 92.93%  interest  in  Huanghe for 20% equity interest in Dongfang
Mining, which is 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 expiration.
The  Company  engaged   the  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.

    The following is a detail of the acquisition  of  Dongfang  Mining by Chang
Jiang made during the year ended December      31, 2007:

        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 with  respect  to
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 operations and comprehensive  loss  after   the effective date of
the acquisition of February 5, 2007.

In  accordance  with  SFAS No. 142 "Goodwill  and  other  intangible   assets",
goodwill  is  not  amortized  but  is  tested  for  impairment. The  Company is
going to perform an assessment  on  goodwill arising from  the  acquisition  of
Dongfang Mining as the price of non-ferrous  metals  are  going  down  and  the
whole industry is stagnant. We cannot concluded that there was no impairment to
the carrying value of the goodwill in this reporting period.

There  was  no  change for the goodwill at the year end of 2008, comparing with
that at the year  end  of 2007, whose balance was RMB 22,787,401.  The $218,579
increase is due to the exchange gain when translating the financial report
from RMB to USD.


<PAGE>
F-12

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  were reclassified
as discontinued operations  in  the   consolidated  statements   of  operations
for the year ended December  31,  2006  and  were 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.  NOTE RECEIVABLE

The Company  had a note receivable at December 31, 2007 of $133,000.  This note
bore interest at 9% per annum and was secured by membership interests.


<PAGE>
F-13

6.  OTHER CURRENT ASSETS AND PREPAID EXPENSES

    Other current assets and prepaid expenses consisted of the following:


December 31,
                                           2008       	2007
Rental and other deposits                  $  11,756	$  8,231
Short-term advances to third parties          82,697	 276,179
Prepaid consulting fee for reverse merger          -	 115,591
Interest receivable from note receivable           -	  45,560
Prepaid expense                              115,800	  80,694
Advances to staff                             19,307	   6,329
                                           ---------	--------

                                           $ 229,560	$532,584
                                           =========	========

7.  FURNITURE AND EQUIPMENT

    The following is a summary of furniture and equipment:


                                                            December 31,
                                			2008      	2007

        Motor vehicles                                $277,988        $259,764
        Furniture and office equipment                  55,066          50,717
        Building                                         5,244               -
        Construction in progress                             -           3,913
                                                      --------        --------
                                                       338,298         314,394
        Less: accumulated depreciation                (102,498)        (61,453)
                                                      --------        --------
        Furniture and equipment, net                  $235,800         252,941
                                                      ========        ========


Depreciation expense for the years ended December 31, 2008 and 2007 was $35,779
and  $29,712,  respectively .

8. LONG TERM INVESTMENT

In September 2008, the  Company,  along  with  Shaanxi  Changfa  Industry Stock
Co.,Ltd.   ("Changfa"),established  a  new  company  named  Shaanxi  Changjiang
Mining & New Energy  Co., Ltd.("Shaanxi").  The Company   owns   a 20% share of
the registered capital of  Shaanxi while Changfa owns the remaining  80% share.
The   Company   has  significant   influence   on   Shaanxi  as it has assigned
finance  and  other  directors  in  Shaanxi.   The  Company  has recorded  this
investment under the equity method. Shaanxi had no income for   the  year ended
December 31,2008 and since the expense was not material, no adjustment has been
made.  As of December  31, 2008, the balance of this investment was $292,628.

<PAGE>
F-14

9.  LAND USE RIGHTS

    The following is a summary  of land use rights:


				    		         December 31,

                                                    2008             2007
        Cost                                    $19,146,841      $17,891,607
        Less: accumulated amortization           (1,638,232)      (1,148,125)
                                                -----------      -----------
        Land use rights, net                    $17,508,609      $16,743,482
                                                ===========      ===========


    The land use rights are being amortized over the lease term of fifty years.
Amortization  expense  for  the  years  ended  December 31,  2008 and 2007  was
$395,943 and $367,480, respectively.

     Amortization expense for the next five years  ending  December  31  is  as
follows:

                2009 $1,638,232
                2010  1,638,232
                2011  1,638,232
                2012  1,638,232
                2013  1,638,232




10. OTHER PAYABLES AND ACCRUED EXPENSES

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

    Other payables and accrued liabilities consist of the following:

							      December 31,
							2008		    2007

     Other payables                                 $   247,228		$    65,432
Consideration payable to a former owner
   of Dongfang Mining     			      1,827,898		  1,872,131
Accrued wages                                             1,990		   	  -
Statutory staff welfare                                   1,876		      5,884
Other tax payable                                            57
Accrued interest payable				      -		     75,434
Other accrued expenses                                   45,000              55,680
                                                    -----------     	-----------
                                                    $ 2,124,049		$ 2,074,561
                                                    ===========         ===========

</TABLE>

<PAGE>
F-15

11.  NOTES PAYABLE

  The  balance  of  notes  payable at December 31, 2008 & 2007 consisted of the
following:

                                                             2008      2007

        Note payable to a third party, interest rate of
        12% per annum, guaranteed by a stockholder, due
        February 2008                                           0      $114,634

        Note payable to a related party, interest rate of
        8% per annum, collateralized by note receivable
        from a third party.                               434,137       458,512
                                                          -------      --------
        Current maturities at year end                    434,137      $573,146
                                                          =======      ========





12.   INCOME TAXES

    a. North American  was  incorporated  in the United States and has incurred
net operating losses  as  for  income tax purposes for the years ended December
31, 2008 and 2007. Wah Bon was incorporated in  Hong Kong  and subject to  Hong
Kong profits tax. No provision for  income  tax expense was made for the  years
ended December 31, 2008 and 2007 as Wah Bon incurred net operating losses.

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 expense for the
years ended  December  31,  2008  and   2007  was  made as Tai Ping Yang, Chang
Jiang and Dongfang Mining incurred net operating losses during those years.

    b. The Company's deferred tax asset at  December  31, 2008 consisted 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
deferred  tax  asset  is  currently  judged to  be unlikely. Consequently,  the
Company recorded a valuation  allowance  for the entire balance of the deferred
tax  asset  at  December  31,  2008  and  2007.  According  to  the  China  Tax
Regulations, the operating loss carryforwards can  be  deducted  in the taxable
profit within 5 years.

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

        North American                                          2008   2007

        Income tax computed at the federal statutory rate        34%	34%
        State income taxes, net of federal tax benefit            0%	 0%
                                                                ----   ----
        Valuation allowance                                     (34%)  (34%)
                                                                ====   ====
        Wah Bon
        Profits tax computed at the applicable tax rate          17%	17%
                                                                ----   ----
        Valuation allowance                                     (17%)  (17%)
                                                                ====   ====
        Tai Ping Yang, Chang Jiang and Dongfang Mining
        Income tax computed at the applicable tax rate           25%	33%
                                                                ----   ----
        Valuation allowance                                     (25%)  (33%)
                                                                ====   ====
        Total deferred tax asset                                  0%	 0%
                                                                ----   ----

<PAGE>
F-16


13. NET LOSS PER SHARE

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

                                                                   2008                2007
                                                               ------------       ------------

        Net loss - basic and diluted                           $ (1,467,424)      $  (8,959,472)
                                                               ------------       -------------
        Basic weighted-average common stock outstanding          24,216,058          24,216,058
        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                             $     (0.061)      $       (0.37)
                                                               ------------       -------------
        Net loss per share - diluted                           $                  $
                                                               ------------       -------------
</TABLE>


14. COMMITMENTS AND CONTINGENCIES

(A)Capital commitments

The Company's cash balances with financial institutions in the U.S  are insured
up to  FDIC limits.

As of December 31, 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. As the permit of mining for gold, lead and zinc
has not yet been obtained as  of  December  31,  2008,  the  contract  was  not
implemented in 2008 but will still be effective in 2009.

In August 2008, The Company signed the Contract of Specific Survey of Gold with
The  First   Geological  Team,  Bureau  of  Geology  and Minerals Exploration &
Exploitation of Shaanxi Province. The total amount of  the  project at December
31,  2008  is  $323,018,  which  is  to be paid in full during the  year  ended
December 31, 2009.

(B)Operating lease commitments

The prior headquarters, formerly located in the 5th floor of High-Tech Mansion,
Gaoxin Road,High-Tech Zone,Xi'An, had  a  rental  lease of approximately $3,500
(RMB25,000) per month, from June, 2006 to January, 2009.  The new  headquarters
office is removed to the Xinhui Mansion, Gaoxin Road, High-Tech Zone, Xi'An,PRC
with the rental lease from February, 2009 to January,  2011  at  a  rental rate
$11,029 per year.

The  rental  expense  of headquarters for the years ended December 31,2008  and
2007 was $42,568 and $48,481, respectively.

For the years ended December   31,  2009  and 2010, the Company has outstanding
commitments of approximately $13,717 and $10,974, respectively, with regards to
the operating leases of its facilities.

<PAGE>
F-17

15.  STOCKHOLDERS' EQUITY

Stock issuances

On May 30, 2007, 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 was convertible to 609,000,000
(prior to a one for ten reverse   stock  split) common  shares, in exchange for
100% of Wah Bon's outstanding shares.

In order to complete the 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  issued from time to time in one or more series. As of  December
31, 2008, there are 500,000 shares of preferred stock issued and outstanding.

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

Each   of   the   preferred   shares   is   entitled   to  receive preferential
treatment   in   connection   with  the  payment  of  dividends,  distributions
upon  liquidation  and voting rights.  Each preferred share carries the   right
to  vote  the  equivalent   of   1,218 votes of common  shares.  Each preferred
share will be automatically converted   into  1,218 common shares upon approval
and an amendment to the Certificate of Incorporation   to   increase the number
of authorized shares.

There are no preferred dividends in arrears at the year end of 2008.

No called or redeemed conditions prescribed for the preferred stock.


16. RELATED PARTY TRANSACTIONS


The related  parties  owed  the Company $1,754,586 as  of  December  31,  2008,
which  consisted of nine related companies  and  four  related   persons,  each
owing  the  Company  amounts   totaling  $1,355,694 and $398,892, respectively,
for advances made  on  an unsecured  basis,  repayable  on  demand and interest
free.

The Company owed $2,396,560 to  two former stockholders of Chang  Jiang  as  of
December  31,  2008,  for  advances  made  on an unsecured  basis, repayable on
demand and interest free.  Interest was imputed  at a rate of 7% per  annum  on
the amounts due.

The  Company  owed a total of $3,446,160 to six related  parties as of December
31,   2008.  This consisted of five related companies and  one  related person,
each  of  whom  owed  the  Company  amounts totaling $2,086,486 and $1,359,674,
respectively,  for  the  advances that   were  made  on  an  unsecured   basis,
repayable  on  demand and   interest  free.   Interest was imputed at a rate of
7% per annum on the amount due.


Seven  related  parties  owed  the Company  $540,964  as  of December 31, 2007,
which consisted of five related companies  and  two related persons, each owing
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,which consisted of four related companies  and  one  related  person, each
owing 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
$353,951  and  $243,337 for  the  years  ended  December  31,  2008  and  2007,
respectively.

<PAGE>
F-18

17. SEGMENTS REPORTING


The  Company operates in two reportable segments, theme park and mining, before
March 22,2007, the  date  exchanging  92.93%   interest   in  Huanghe  for  20%
equity interest in Dongfang 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.  For  the  whole  year  of  2008,  only  one
reportable segment,  the  mining,  operated, whose Financial information can be
showed as follows, comparative to 2007:

<TABLE>
<CAPTION>
<S><C><C>
							Theme park        Mining          Total
                                                        -----------     -----------     -----------
2008
Loss from continuing operations before income
  tax expense and minority interests               	$  	  0     $ 1,526,199     $ 1,526,199
Depreciation of fixed assets                           		  0          35,779          35,779
Amortization of intangible assets                     		  0         395,944         395,944
Imputed interest expense                               		  0         353,951         353,951
Interest income                                           	  0          (2,229)         (2,229)
Loss on disposal of discontinued operations         		  0               0               0
Additions to long-lived assets                         		  0           6,145           6,145
Land use rights                                           	  0      17,508,609      17,508,609
Total identifiable assets                            	$	  0     $23,379,269     $23,379,269

2007
Loss from continuing operations before income
  tax expense and minority interests               	$   945,055     $    43,618     $   988,673
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                                        	     (1,514)         (1,178)         (2,692)
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                         	$21,556,605     $   241,151     $21,797,756

</TABLE>

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



18. CONCENTRATIONS AND RISKS

As  of  December  31,  2008  and 2007,  99% and 1% of the Company's assets were
located in China and United States, respectively.


19. GOING CONCERN


As reflected in  the  accompanying   consolidated   financial  statements,  the
Company   has   an   accumulated   deficit  during  the  exploration  stage  of
$13,262,228 at December 31, 2008, which  included  a  net  loss  of  $1,467,426
for   the   year  ended  December 31, 2008. The Company's  current  liabilities
exceed its current  assets   by   $7,713,248   and  the  Company  used  cash in
operations  of  $388,011.  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  sheets   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  consolidated  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'   investments.
Management  believes  that the above actions   will   allow   the   Company  to
continue operations through the next fiscal year.

<PAGE>
F-19