WASHINGTON,

10-K/A

[X]

EXCHANGE

ACT OF 1934

[ ]

EXCHANGE ACT OF 1934

from to_____________

NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION

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

File Number: 000-52807

Check whether (Title of Class)

or Section 15(d) of the Exchange Act.  Yes [  ] No [X]

Check[ü]

Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months

(or (or for such shorter period that the issuerregistrant was required to file such

reports),and (2) has been subjectbject to such filing requirements for the past 90

days.  YES [X] NOYes [  ]

Check No [ü]

Regulation S-K (§ 229.405 of this chapter) is not contained herein, and none will not be contained, to the best of

registrant's registrant’s knowledge, in definitive proxy or information statements

incorporated by reference in Partart III of this Form 10-KSB10-K or any amendment to

this Form 10-KSB. [X]

10-K.  [ü]

value $.01 common stock.

stock, $0.01 par value.

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

FOR FISCAL YEAR ENDED DECEMBERREFERENCE

FORM 10-KSB ANNUAL REPORT

INDEX

PART I                                                                                                                      

Item 1.

DESCRIPTION OF BUSINESS

Item 2.

DESCRIPTION OF PROPERTY

15

Item 3.

LEGAL PROCEEDINGS

16

Item 4.

SUBMISSION OF MATTERS TO on Form 10-K/A VOTE OF SECURITY HOLDERS

17

PART II                                                                                                                     

Item 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY                        17

Item 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

17

Item 7.

FINANCIAL STATEMENTS

22

Item 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

                      32

Item 8A(T).

CONTROLS AND PROCEDURES

32

Item 8B.

OTHER INFORMATION

32

PART III                                                                                                                    

Item 9.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

33

Item 10.

EXECUTIVE COMPENSATION

33

Item 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                          35

Item 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

36

Item  13.

EXIBIT

Item 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

36

SIGNATURES

36

PART I

ITEM 1.DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

GENERAL

North  American  Gamingis to amend and Entertainment Corporation ("North American")  was

incorporated underrestate the lawsForm 10-K of the  State  of  Delaware  in 1969.  TheChina Changjiang

changed its name from Western Natural Gas Company to North  American Gaming and

Entertainment  Corporation  on October 17, 1994 in connection with  its  merger

with OM Investors, Inc.  Until  August 20, 2001, the Company was engaged in the

video  gaming  business  through  its  partial  ownership  of  three  operating

companies  that  operated  video poker  machines  located  in  truck  stops  in

Louisiana.  Effective August  20,  2001,  the Company sold all of the Company's

interest in the three operating companies.   The Company did not liquidate as a

result of the sale of its assets but began to  seek  business  and  acquisition

opportunities,  leading  to  the  Transactions. Effective February 4, 2008,  we

acquired a controlling interest in Shaanxi Chang Jiang Si You Neng Yuan Fa Zhang

Gu Feng You Xian Gong Si ("Chang Jiang" Ltd. (the “Company”),  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.  Later this interest was swapped for a 20% interest in Dongfeng Mining.

The Company also leases a portion of the land to Huanghe Wet Land Park Co. Ltd which is substantively occupied for the development and operation of a theme park. The Huanghe Wet Land Park Co. Ltd is a related company. Rental income was derived from this lease of $1,097,872 (rmb 7,500,000) for the year ended December 31, 2009, which represents allfiled with the

Shaanxithe shareholders of CJP controlling

of the State of Nevada on December 4, 2008 and

The company did not owed the Huanghe Wet Land Park Co. Ltd,PRC. China remains a net importer of these metals, and also had no equity relationship with Huanghe, the

Leasing of Land use right is the only business with Huanghe.

In  2007  Chang  Jiangwe believe a

exchanges  that  reorganized  the company  so  that  its  operationsexploration for commercially

principally mining lead, zinc and gold in an  67.82  sq. kma

Zhai, Guo Jia Ling, Xunyang County, in the Shaanxi Province of China. The

transactions and historyTo

On February 5,  2007,  Chang Jiang entered into an agreement withproven reserves. We also hold land use rights in a third party

to  acquire 40% of the equity  interest5.7 square

("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'AnHuanghe Nantan, Heyang County, in the Shaanxi Province of the, PRC.

On March 22, 2007, Chang  Jiang  entered into an agreement withChina. We lease a related party

portion

interest in Dongfang Mining owned by the related party.

On August  15,  2007,  97.2%development and operation of a theme park. The term of the stockholders of Chang Jiang entered into a

definitivelease agreement with Tai Ping  Yang  and the stockholders of Tai Ping Yang

in which they disposed their ownership in Chang  Jiangis from January 1,

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 incorporated2029. The annual rent is approximately $1.1 million. In November 2010, the Company

on July 7, 2006 as an investment  holding  company  and  wholly  owned  foreign

enterprise  ("WOFE".) On September 2, 2007, Wah Bon acquired 100% ownershipthe amount of

Tai Ping Yang at a consideration of $128,205 in cash.

As a result of  these  various  transactions, approximately US$601,504. For additional

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 debtsbusiness activities of the entity.

The resulting corporate structure is diagrammed below:

In addttion,Company’s subsidiaries:

in the State of Nevada on September 19, 2008.China Changjiang shall be mergerred with NAGM,and replace the name of “NAGM”

in the future. There is no asset or liability for China Changjiang so far.

1 |Page

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  ofrequired government license, 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").

On September 19, 2008, the Company reincorporated to the state of Nevada under the name “China Changjiang Mining and New Energy Company, Ltd.” The Company authorized 100,000,000 shares at a par value of $0.001 in anticipation of the 10 for 1 reverse split following the conversion of its Series C Preferred stock, which shall yield a net fully diluted amount of 60,900,000 new common shares. In December, 2009 an application was made on behalf of the Company to FINRA for approval of corporate changes, including the corporate name, the symbol, the recapitalization of the reverse split and the conversion of the Series C Preferred Shares. The Company has received two letters of comment from FINRA, to which it has responded, but the corporate changes have not yet been approved as of this filing.

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.

Mining Industry

General

Our

distributing  gold, zinc, lead and gold, and other

modernizing economy has experienced rapid growth in its manufacturing capacity.

Despite high rankings  in world production of nonferrous metals,products. China is still

currently 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.metals. There are governmental restrictions on foreign ownership of

mines for gold

mining activity in China, discussed further below.

increased demand for industrial raw

expect the priceprices of zinc and lead will reboundnon-ferrous metals to increase in China in the near future, and continue

to increase

Mineral Deposits

Mining area:Guo Jia Ling---Jiao Shan Zhai mining area is located in eastern Xunyang county, under the jurisdiction of Gouyuan villiage, Guankou town and Shuhe town. It covers an area of 61.27 square kilometres. Its length from east to west is 15.4 kilometers, and its width from south to north is 2.3 kilometers.

The mineral deposits within this area are mainly including: Si Ren Gou, Da Ni Gou, Huo Shao Gou, Guan Zi Gou, Nan Sha Gou, Xiao Shui He mineral deposit.

Traffic condition: the mining area is 19.5 kilometers far away from the county town. The Xiang-yu Railway and 316 State Highway along the Hanjing pass through the southern side of this area. In addition, Xunyang—Shuhe—Xiaohe North Ring Road passes through the southern side and eastern margin. fluctuations.

Industry within the area: There are cash crops such as yellow ginger, pepper, cured tobacoo,etc, abundant water resources electric power resources and labour resources, as well as various crop varieties, which isfavourable to develop the economies with distinct characteristics.

Previous working situation within mining area:

From Fifties to the beginning of Eighties, Shaanxi Regional Geological Survey Team, Geology & Mineral Bureau, the first geological team and other exploration units have successively carried out a lot of exploration work in this area. The results and materials achieved have been used for fundamental material in company’s mining and development. Since the mid- Eighties,the first geological team of Shaanxi Provincial Geology & Mineral Bureau have begun to conduct the geophysical prospecting and geochemical prospecting in this area. By this way, they have found the distribution of various minerals such as lead, zinc and gold, and have fixed distribution characteristics of tens of lead-zinc ore body, which provide the direction for company’s prospecting.

Especially in the mid- Eighties, the first geological team of Shaanxi Provincial Geology & Mineral Bureau have conducted the general investigation for Si Ren Gou—Nan Sha Gou area and have found:

Si Ren Gou: 19 lead and zinc ore bodies. They have ascertained 186,600 tons of lead-zinc metal D+E reserves, and 4,235,500 tons of mineral reserves in total. These ore bodies are shown in the -200 meters below in this mining area, and the general zinc grade is 1.56%——3.80%.

Lan Tan Gou: 5 lead-zinc ore bodies, the grade of zinc is 2.75%——11.60%, the grade of lead is 0.00——7.27%. These ore bodies are shown in 400 meters elevation below in this mining area.

Huo Shao Gou: 5 lead-zinc ore bodies, the grade of zinc is 4.65%——9.51%, the grade of lead is 2.32——6.04% accompanied by 5——70g/t silver. They have ascertained 44,400 tons of lead-zinc metal 333+334 resources, and 300,000 tons of mineral reserves in total. These ore bodies are shown in 500 meters elevation below in this mining area.

There are more ore bodies found in Guan Zi Gou. The K4—K8 ore body in the 200 meters below in deep part are the main mineral deposit in this area. They have ascertained 180,000 tons of lead-zinc metal 333+334 resources, and 2,540,000 tons of mineral reserves in total. These ore bodies are shown in 100 meters elevation ablve in this mining area.

They have found three ore bodies in Nan Sha Gou, that is K1、K2、K4. The grade of zinc is 9.99%——11.59%, the grade of lead is 1.70——5.96%. The mining elevation is 300 meters above in sea level. They have ascertained 290,000 tons of lead-zinc metal 333+334 resources, and 2,330,000 tons of mineral reserves in total. These ore bodies are shown in 0 meter elevation in this mining area.

Until the end of 2008, the company has found 15 gold ore bodies within area of gold mine in Jiao Shan Zhai and 7 gold mineralized bodies. According to the investigation on thickness and grade of K1、K2、K3 ore bodies, we speculated that the gold metal resources we can obtain is 1150.64 kilogram, and its value will be$33,700,000(230,000,000 RMB). The speculated lead-zinc resources in deep part of Si Ren Gou and Lan Tan Gou is100, 000 tons, the speculated lead-zinc resources in Huo Shao Gou—Guan Zi Gou and Xiao Shui He—Nan Sha Gou is both 100,000 tons. In addition, the speculated resources in exploration area is 300,000 tons, and its potential value is$ 702,000,000(4,800,000,000 RMB). The potential value of gold, lead-zinc resources in the mining area is over$ 730,000,000(5,000,000,000 RMB).

All of these miners will be the guarantee of generating benefit and basis of building the energy base of the company.

Nonferrous Metals - Zinc

Lead  and zinc resources are relatively abundant around the world. There is  no

deposit  only of zinc under natural conditions, and ordinarily zinc exists with

metals such  as lead, copper, or gold, in the form of polymetallic ore. China's

mining sector  has  experienced  strong growth since 2001. Investment in mining

exploration totaled 316.2 billion yuan (42.6 billion U.S. dollars) in the first

nine months of 2007 according to Wang Min, Vice Minister of Land and Resources.

At the China Mining Conference 2007  (sponsored by China's Ministry of Land and

Resources), it was reported that China's  mining output doubled to $190 Billion

for the period 2000-2005. Iron ore production increased 38% to 406 Million tons

and nonferrous metals increased 18% during that period.   Nonetheless, China is

still a net importer of lead and zinc.

Zinc is a soft metal used to makes brass when  mixed  with Copper. Zinc is used

in the automotive and construction industries to galvanize  steel, create metal

alloys  and in certain chemical processes. Research is being conducted  in  the

area of zinc-air batteries.

According  to  the  NONFERROUS  METALS  OUTLOOK,  YEAR  2007  published  by the

Department  of  Natural  Resources  for  the  Canada  Ministry of Public Works,

deficits  have  occurred  in  each  of  the past  five years  for  concentrate.

Stockpiles have fallen and prices have risen  as  a  result.  In September 2006

China eliminated its 5% export rebate on refined lead  and  zinc  in September,

resulting in increased costs for metal exported from China. Chinese exports had

increased 16% in 2006 from the same ten months period in 2005.

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.

2 |Page

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.

Actually, the price of zinc has increase in a large range during 2009.

Average settlement prices for high grade zinc are listed below.

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

2007

$3250.00

2008

$1925.00  

2009

$2596.00                                                        

(US DOLLARS PER TON)

The 3 months zinc closing price of London metal exchange in April 4, 2010 has reached

$2,400 per ton, decreasing 8%, comparing that of 2009.

The  bid/ask  price for 15 months zinc the London Metals Exchange on April 4, 2010

was $2,438 for bid and $2,433 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.

In 2009, the price of zinc in China increase rapidaly. The range of increase rank the top 3 amongNonferrous Metals.

We expected that the price of zinc shall go up for 2010, because the demand of zince increase

In the world, especially in USA and Europ and the economic are recovering from the 2008

Financial crisis.

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.

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

follows:

LONDON METAL EXCHANGE FOR LEAD

2007

2008

2009

$2,375

$2,175

$2,595

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

Though the average settlement prices in 2009 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 April  4,  2010

was $2,228 for bid and $2,223 for ask.  Source - london Metal Exchange.

As the tele industry is still booming in the future 10 year, the demand of lead shall be push up, but the supply of lead can not catch the demand, which may support the

price in the future 3 year.

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.

More and more investor consider the gold as a stable investment in the inflation.

The demand is expected to be further increase.

In 2009, the price of gold continue to increase, reache $1,096 per ounce, abount 25%

Increase comparing that of 2008. the price still keep slightly increase in the 1 quarter

Of 2010.

LONDON METAL EXCHANGE FOR GOLD

2007

2008

2009

$833

$880

$1096

Competition

Our competitors in the nonferrous metals markets are expected towill be local and

regional mining enterprise. enterprises.

include Dongshengmiaogold and that we consider to be likely competitors, include:

Co., Col, Ltd., Xinjiang WuqiaXinjian Woquia Tianzhen

Nonferrous Metal Development Co., Ltd. These competitors have

in the operation of mines and mining activities and have superior financial

resources than we do.

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 domestic metallurgy industry

with high tariffs, import quotas and restrictions on

These  tariffs  and  import  quotas  were  adopted Due to provide  protections to

companies  such  as  ours  that  were  part of the domestic industry in  China.

Due toChina’s WTO membership, China will lower tariffs, eliminate  import  quotashas reduced and

permit more foreign  competition, resulting in reduced   is expected to further reduce

companies against foreign competitors. To maintain its WTO membership, China

must

foreign enterprises opportunitiesthe opportunity to sell and

theyTariffs will eventually be eliminated altogether. This is expected to increase the effect

of

to predict the effect these

financial condition or the valuestrategies and near-term plans are as follows:

We

the PRC. Regulations are issued or implemented by the State

division of the China State Council, and similar land use offices at the local

level. These regulationsother relevant government authorities cover virtually allmany aspects of

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. During the period of obtaining

mining license,we can also gain the revenues from the sales of ores deriving from

exploration. Mining license will guarantee for our extraction activities.

On Dec. 31, 2009,The Ministry of Land and Resources Ministry issues a notice”including, but not limited to, futher regulate the

management of theexploration right”. It regulates and fixed a more high level on entry

conditions for the Mineral resources exploration which makes a more detailed requirements

for the newly approval, continuation, Merger, division, transfer and application of mining

upgrades. It requires to establish the public exploration right trading market to avoid the

self-dealing to protect the benefit of the Lawful holders. Based on this requirement, the

company will complete the valid applications of the lawful rights and interests to get the

approval.

It is hard to predict the length of time to get into the mining license,. Though it isindustry, the third year that we are in the process scope

License, we are confident of getting the license in these years because we are now performing the detail survey.

Chinesepermissible business activities, tariff policies and foreign investment.

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 the PRC include:

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. Thecompanies that seek to engage in 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 excavationmust obtain two separate licenses in area for gold zinc and lead

mining withinfrom 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 this year. Upon approval,  we  will  have  the right to

mine the specified areas. We expect to apply for additionalmining licenses

within the land use area that have yielded positive results upon the conclusion

resource division

Summaryprovincial government. The first license must be obtained before an enterprise may commence mineral

4 |Page

Geological Survey

The company commissioned a geologicaldate of this report, we have

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 MineralEnvironmental 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)

5 |Page

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,Security Department 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

of 1.96  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 needregard to

be  fortified.  The  transportation system is convenient  and  the  water,

electricity resources are sufficient

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%.

6 |Page

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.

7 |Page

date.

the State Environmental Protection

authorities canmay set local regulations which may be more restrictive than the

including disposal of solid waste,

of gases and emissions. The local authorities generally monitor and

the regulations, including the assessment and collection of fees and the imposition of fines and

We  have  only been engaged

impact has been limited. If we are successful in

operations, we expect to generate waste water, gases and solid waste. We will

therefore

activities.

We activities, and will likely require a  licenselicenses for the

Licenses must

regulations including the rules governing watermaterially and solid waste disposal.

Research and Development

With  the acquisition of Dong Fang we now have land use rightsin mineral explorationin  61.27  sq.km

parcel  located in Xunyang County, Shaanxi Province, PRC.

two people in marketing, 1one in manufacturing, 4four in research and development and

quality control, 2 two

A breakdown

Full-time

Marketing

Researchthe SEC at www.sec.gov and

Financial and

Manufacturing

Management

development     accounting

CHANG JIANG

10

1

0

3

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

1

4

3

1

7    

printed free of charge.

Our  Company  and  its  securities  are  subject  to  significant  risks to its

business, operations and financial condition.FACTORS.

stage mining company that has acquiredwith land use rights and exploration permits

to a 61.27 square kilometer tract of land in an  area  traditionally  associated  with  mining

Shaanxi Province of central  China.  China, which is not held for the purpose of mining.

segment, determining the degreecommercially adequate deposits of mineralization ofzinc, 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

such as lead, zinc and  gold  incur involve significant financial risks. The results of

exploratory

conducted in strict compliance with professional guidelines.

exploration and extraction activities require substantial investment which must occur over a significant

quantity of minerals within any property is always finite. Many properties are

unable to

results. Successful extraction depends on very

drilling, mine construction and establishment of processing facilities. Mines

are also

exist. The Company must obtain additional permits

after permittingobtaining permission to begin extraction. We are unable to

ultimately be successful in meeting these challenges or even ifwhether we will commence

result in our mining operations  becomingwould have 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 doubt that we can

continue  as  a  going  concern. Thouth we have generate the rental income in 2009,

and  are expecting to receive the cash in 2010  As  reflectedsubstantial adverse effect in the accompanying consolidated

financial  statements,  the  Company has  an  accumulated  deficit  during  the

exploration stagevalue of $13,366,785 at December 31, 2009 which includes a net loss

of $104,557 for the year ended  December  31,  2009.  The  Company's  current

liabilities  exceed its current assets by $7,787,760our

in operation of  $531,480.  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.

8 |Page

WE HAVE NOT YET OBTAINED ALL OF THE EXTRACTION LICENSE NEWLY

REQUIRED BY THE CHINA NATURAL RESOURCES MINISTRYDURING THE

PRIOD OF GAINING THE REVENUE FROM EXPLORATION

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. Although the revenues from the exploration would not be absolutely

prevented, the  beneficial interest of the company would be obviously impaired.

We have not meet all of the conditions of getting the exploitation permit,the important

Factor of approval is the enough content of zinc, lead or gold. With the help of professional

Instruction from the team 1 of shaanxi geology exploration bureau, we are confident of

geting the permit in these years.

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 propertyin scale.. 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 ARE AN EXPLORATION STAGE COMPANY AND

$ 921,675, $ 1,700,599, and ($1,141,537), respectively.  Net losses during the years ended December 31, 2009 and 2008  were  $104,557  and  $1,467,426,

Our  prospects  mustyet have the second required license needed

such  risksmaterially and adversely affected.

The company’s business contains two segments: mining and real estate. The using of the involved land is in compliance with theLand Use Rights provisions. The company is concentrating their strength and resources on the mining. Due to the impact of financial crisis, the world wide non-ferrous metal industry is in its trough in 2008 and the commodity value raising back slowly .China is a top tourism destination.One of the Eighth Wonder of the World---- terra-cotta warriors is in the province which ourproject lies in. The Yellow River wet land possessed by the company is the “transfer station”forSiberia migratory birds. In or der to make sure that the company owns a good future prospect and can develop the business well, the company participated inthe Yellow River wet land project by shares and the project is in constructionstage.

The Land use right has been leased out for the Hechuan ecologic park from the end of 2008 by the Huanghe Wet land park Company.Ltd. As the wet land park is underconstruction during 2009, there is no cash flow for the rental revenue of $ 1,097,872 (rmb7,500,000) in 2009. But the Wet land park is going to open in May 2010, and the Company was promised to be paid the rental in 2010.

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

MINING REVENUES.

Due to our limited operating history and  our  planned growth through increased

sales, we are currently unable to accurately forecast  our future mining 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.

10 |Page

$1,159,435 488,698 and $253,521, $ 850,627,

land use  rights  that are illiquid. As we begin to implement our strategies to

excavate the property  and exploit the minerals, weExploration activities will likely experiencegenerate cash

flow deficits

capital. We mayIn that event, we will need to fund our future operations withobtain additional

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.

cannot provide any assurance that additional  fundswe will

obtain funding in the future to meet our needs. Even if we locate available capital, it may be on

capital investments could dilute or otherwise materially and adversely affect

the holdings or

ofWe expect that our future

incurred arewill be generated in China, but our reporting currency is US dollars and reported

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.  

11 |Page

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  strengthenbetween the RMB as compared toand the U.  S.  Dollar  and  would

likely make our products more expensive for U. S. and foreign buyers.US dollar. We cannot

give any

against the US dollar or any

experience economic losses and negative impacts, on earnings and equityas reported in U.S.

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 Chinese government may restrict future access to

current account transactions. This may make it difficult for us to transfer

money from China to

even at all. It may also make it difficult for us to provide a returnpay cash

investment of foreign capital on a liquid basis.

capital.

which currently impose fees for

payment of fines for pollution, and provide for the closure by the  PRC

cease or improve upon

the nature of ourthe mining business, wefuture mining operations

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 existingmaterials. Chinese national, provincial, and  local  environmental  protection

regulations. However, PRC national, provincial, or

additional  or  more  stringent  regulations legal requirements which would require additional

expenditure expenditures on environmental

systems, the cost of which may exceed our financial resources.

hire, and retain additional  personnel, particular  particularly

persons familiar with the marketing, manufacturing and administrative processes

associated

current key employees, such as Mr. Chen Wei

Chief Executive Officer. We may be unable to retain our existing key personnel

experienced miners or additional key

effect on our business and financial condition.

incident to the exploration for and

minerals, any of which could result in damagedamages for which the Company may be held

rock formations, bad weather, and

or other unfavorable conditions that are unknown until we begin extraction  of

minerals.conditions. If we

substantial delays and require significant additional

conditions would likely adversely affect the Company's business, financial

condition and the value of

industry that resulted in loss of life and serious

have collapsed or were otherwise forced to close due to unsafe conditions. We

would likely

the they would have a material adverse effect on our

maybe irreversible.  

securities.

The Yellow River wet land project—Hechuan ecologic park lies in the Yellow River south beach, Heyang County, Shaanxi Province, China. Hechuan ecologic park contains six main functional areas: rural tourism & leisure resort, agricultural sightseeing demonstration plot,traditional  aquaculture area, eco wet land recreation area, wet land aquaculture area and eco wet land protection area.

Our rental income depends on the operation of the them park. And the theme park located in the wild area,whose future income is unpredictable. We can not change the usage of purpose for the land use right because it is limited in the purpose of tourism and crop farming which may increase our risk in the rental income.

13 |Page

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 going uo again, and just one year

ago the price were on the extraordinarily low level, which means the value

of the lead and zinc increase 1 time 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.

scheme for ownership ofall property that essentially  vests  title  tois owned by the entire

country  in  the  Central  Government.  Rather thancentral government. Unlike deeds or other evidence of

a fee simple ownership

land use. time.

circumstances. Our land use right is 50 years and is amortized over  its  life.

We  recorded  accumulated  amortization  expense  of  $2,049,710  and $1,638,232 at

December 31, 2009 and 2008, respectively.

years. Disputes over mining claims are common. A loss of our property rights or

rights would likely cause irreversiblematerial damage to the Company and the price of

its securities and could result in the loss

NONFERROUS MINERALS ARE FINITE

regulatory requirements, changes in the exchange rates of the economically  extractable  minerals. We must continually seek to replace

RMB and expandother currencies, worldwide

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 LAST YEAR, WHICH IMPLYS THE COMING

OF CONTRACTION BUSINESS CYCLE.

Essentially  allvalue of our securities.

China. We expect to sell all of our extractedany minerals in we extract within

these minerals throughout the world is affected by the increasing demand for such minerals in

China. We

China to maintain demand for our lead and zinc and, to  a  lesser extent, gold.

mineral products. The financial crisis abruptly and sharply slow down China’s growth pace. The economy

Contractionrecent

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 theOur business and results of operation may

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 continuewere 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.

decline.

resources such as input commodities,

labor. These shortages have caused, and may continue to cause, unanticipated

increases and delays in delivery times, potentially impacting operating costs,

capital expenditures and

results and financial performance as well

be affected by any adverse changes in economic, political and social conditions

in

planned economy to a market driven economy in

the PRC has undergone rapid modernization, although the Chinese government

exerts a dominant force in the nation's economy. This continues to include

reservation to the state of land use

and includes controls on foreign exchange rates and restrictions or

lands in China are state owned and

conveyed to business enterprises or individuals.

the local government authorities in

typically a lengthy and difficult process with no guaranty of success.

the lands where our minesexploration activities are located were acquired through the grant of a land

use right,

This process may adversely affect our future business expansion.

five-year plans and even annual

associated with potential changes in these plans. Since theChina’s economic

have no precedent, there can be no assurance that future changes will not

create materially adverse

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 precious 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.  

United States and more developed other western

with respect to certain social, economic and political issues which could lead to

adjustment of reforms. There are also issues between China and the United

States that could result in

internationally theThe role of China and its government remain in flux both domestically and internationally,

suffer cause shocks or setbacks that may adversely affect our business.

directors and officers are nationals or

of these persons are located outside the United States in China. The PRC legal

system is a civil law

system is based on written statutes in which decided legal

value as precedents. As a result there is no established body of law that  has

precedential value as is the caseDifferences in most western legal systems. Differences in

interpretations and rulings can occur with littlelimited opportunity

or appeal.

As  a  result,  it

United States U.S. or elsewhere outside China upon our officers and

if service of process waswere successful, considerable uncertainty exists as to

whether Chinese courts

United  States.  Federal U.S. federal and state securities laws inas the U.

substantial rights to investors and shareholders that have no equivalent in

China. Therefore a claim

final judgment in the U. S. based on U. S.  may not be heardrecognized or enforced by the

and has approved manyenacted numerous laws regulating economic and business  practices in the

PRC

our

it is generallyrelatively easier and faster to obtain

government approval. Changes to existing laws that repeal or alter the local

regulatory

our business and the value of our securities.

including investment in the mining businessesbusiness, are subject to

regulationsrevisions. They may change in a manner adverse to us 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  our stockholders.

governs the distributions that can be made in the event of

assets of foreign invested enterprises. While dividend distribution is allowed,

it is some distributions are

subject to

the event of liquidation insofar as it affects dividend

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.

Stock  in  the  exchange  of  securities  that  acquired our current assets and

operations. Each share of

votes per share. If each share is converted, the Series C Convertible Preferred

Stock will be convertible intoability of our other common stock atholders to have a rate sufficient  to  yield  an

aggregatesignificant role in the election of  approximately  609 Million  common  shares.After the pending reverse split at 1:10,

the company will issue 63,321,605.8 common shares.

sales of shares of our common stock or securities that are convertible

common stock could adversely affect the market price of our common stock. If

any of our principal

a large number of shares, the market price of our common

significantly decline. Moreover, the perception in the public market that our

principal stockholders

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  shareholders of HongKong Wah Bon and its subsidiary, Shaanxi Changjiang Mining & New Energy Co., Ltd. (“CHAN JIANG”) as of February 4, 2008 acquired 500,000 shares of Series  C  Convertible  Preferred stock outstanding

in exchange for all of the outstanding stock of Chang Jiang.. 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.

traded in over the counter

to time.  Currently there are severalquotations. The trading of our stock was suspended by the SEC in April 2011. There is

prices for our shares but there is no guarantee that they or any other brokers

will continue  any  activities.of common stock. Our

are were many days or weeks that the shares havedid not tradedtrade at all. There is no

sell thehis or her shares and there is no

continue to fluctuate significantly. Fluctuations could be rapid

may provide investors little opportunity to react. Factors such as changes in

commodity prices,

of operations, and a variety of other factors, many of which are beyond

control of the Company, could cause the market price of our common stock to

fluctuate substantially. Also,

extreme price and volume volatility. The market prices of sharesthe

smaller public companies securities are subject to volatility for reasons that

frequently are unrelated to the actual

recognized measurements of value. This volatility may cause declines,

very sudden and sharp declines, in the market price of our common stock. We

cannot assure investors that

market will be available to resell your securities or that the shares will

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.

14 |Page

reporting

governance requirements including requirements under the Sarbanes-Oxley Act of

2002 and other rules implemented by the SEC.

rules and regulations to increase our legal and financial compliance

to make some activities more time-consuming and costly. We also expect that

these  applicable  rules and regulationsit may make itbecome more difficult

expensive for us to obtain director and officer liability insurance and we may

be required to accept

higher costs to obtain the same or similar coverage. As a

more difficult for us to attract and retain qualified individuals to serve on

our board of directors or

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.

dividends on our stock in the

earnings to expand  our   operations   and   explore   additional  areas  and

opportunities in our industry.help fund operations. Therefore an investment in our

not appropriate for investors who require regular and periodic returns on their

investments.

DESCRIPTION OF PROPERTIES

   PROPERTIES.

permitted to acquire rights to use land, or

purposes. In the case of land used for commercial purposes, the land use rights

are

expiration of the initial and any subsequent terms.prior to their

transferable and may be used as security for borrowings and other

CORPORATE  HEADQUARTERS  Because of the maturity of the old lease,

headquarters, removed to the the opposite mansion.   The new location consists

consisting of 554 square meters, are located at SeventeenSeventeenth Floor, Xinhui Mansion,

Hi-tech Zone, Xi'An, Shaanxi Provence PRC, Postcode:710075. Our Telephonetelephone number

Still is (86) 29-8833168529-

The29-88332335. We have leased our headquarters are leased from February, 2009 tothrough January 31, 20112013, at a

$11,029 of $11,029 per year.

15 |Page

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

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 61.27 sq.km

square kilometer (15,140acres) parcel in the Jiao Shan Zhai Mining Area, located

Ling, Xunyang County, Shaanxi Province (the "Donfang Parcel."“Donfang Parcel”). Approval of the

is 6100000720386.

The(Certificate No. 6100000720386). As shown on the

is located in eastern Xunyang

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*.

The government was authorized the Exploration Right for the appved mining area that the company applied for

The First Geological Team of Shaanxi Provincial Bureau of Geology and Mineral Resources did mineral exploration in 2005. Changan University send a geographical research group did the field work on range of reconnaissance and remotesensing and geochemistry for gold exploitation in Jiaoshan Zhai. The group evaluated mining deposite in the synclinal basin, contains high percentage of Au、Ag、Cu、Pb、Zn、As、Sb、Bi、Hg. The group also pointing out 3 lead-zinc orebodes and 5 goldorebodies and evaluated the rough survey and the knownorebodies.

The company bored drilling in Jiaojia Shan which named ZK1 and ZK2in Jan. 2007 and 2006. There are lead orebody and the orebody is partly rich in Ferrum、Sillicon and gypsum. Siluric layer through drillings.  3 lead orebodies were found. At the same year, the company found 5 gold orebidies, more than 30m for each of them, after the 60m for exploratory tunnel excavating and 24cube trenching. The possibility of bigger goldorebody still exists.

The company did rough survey in Guojia Ling ---Jiaojia Shan gold field during 2007,2008 and 2009. At the end of Augest, 2007, they found 3 lead---zinc deposits and one gold deposit. 3 lead---zinc deposits in Weijia Shan, 15gold deposits in Jiaojia Zhai. K1、K2、K3 deposits contain 1150.64kg worthing $ 33,700,000（230,000,000RMB）. Lead---zinc deposit in Siren Gou indicates 10,000t ore, Huoshao Gou---Guanzi Gou depositindicates 10,000t ore and Xiaoshui He---Nansha Gou 10,000t ore for indication and all of their potential value will reach $702,000,000（4,800,000,000RMB）.The potencial valueEnforcement Division of the gold andlead-zinc resourceSEC

The company finished rough survey over 6.8 sq KM. In 2010responded on June

Los Angeles Regional Office of the SEC.

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.

16 |Page

Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       None.

Item (REMOVED AND RESERVED).

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

SECURITIES.

time in the OTCOver-the-Counter (“OTC”) Bulletin

Consequently, there There is currently no  established public trading market for the

Company's Common Stock.common

low bid prices as reported by the OTC Bulletin Board for

Such quotations represent inter-dealer prices without retail markup, markdown,

or

CALENDAR YEARS

BY QUARTER

BID PRICE

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

----------

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

HIGH

LOW

-----

-----

2009

First

$0.035

0.01

Second

0.07

0.01

Third

0.14

0.02

Fourth

0.03

0.018

2008

First

$0.035

0.01

Second

0.07

0.01

Third

0.014

0.05

Fourth

0.09

0.015

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Forward Looking Statements

transactions.

are  not  historical   facts   included  in  this Form 10-K are "forward-looking

statements"  within the meaning  offoreseeable future on our common stock. Although we intend to retain our earnings, if

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,  expansionexploration and growth of our business, our board of directors reserves the Company's operations,right to declare and cash flow.

Factors  that could cause actual  results

Disclosures")  are  described  throughout this Form 10-K. Cautionary Disclosures

include, among  others:  general   economic  conditionsthe extent permitted by law.

connection with our share exchange transaction. To 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  statementsbest of our plans,  beliefs,  or  expectations,

includingknowledge, each of

"Management's Discussion  and  Analysis  or Plan of Operation," "Description of

Business," as well as captions elsewhereshares were issued without registration 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  27Areliance on section

1933, as amended (the "Securities Act").All issued and outstanding shares of series C Preferred Stock have been converted into an

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  entiretyShares 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.

17 |Page

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.

consolidated financial statements and

the SEC, and other financial information contained elsewhere in this Form 10-K.

OVERVIEW

We operate in two segments. 10-

will not start until 2010, if at  all.any proven or probable mineral reserves. We have sustained considerable losses

from our exploration and other activitiesoperations to

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.

18 |Page

Goodwill  is  not  amortized  but  is  supposed to be 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 are stagnant. We cannot conclude that there was no impairment

    to the carrying value of the goodwill in this reporting period.

Area, located in Xunyang County

rights are amortized over fifty years of the term of the leases.their 50-year term. We have

performed

planned  to  participating in constructing  a theme park business on the parcel but have

delayed those plans while we direct  our resources on the mining opportunities.

Nowaday, we decided to lease out our Land use right to Huanghe wet land park

Co.Ltd.Therefore we can focue our management in the mining segment.

Cost

$        19,146,841

Less: accumulated amortization

(2,049,710)

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

Land use rights, net

$     ��  17,115,077

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

amortization expense for the year ended

31, 2008 was $409,750$405,100 and 395,944,$391,451, respectively.

From

exploration of minerals and precious metals in the Shaanxi Province of the

People's Republic

to the for zinc, lead zinc and gold mines located at Gan Gou and Guan Zi Gou, Xunyang

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.

has had an accumulated deficit during  the  exploration stage of $13,366,785

December 31, 2009, which includes a net loss of $104,557$ 921,675 for the year ended

December 31,

by $7,787,760$ 16,620 and the Company used cash of $531,480 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

statements do not include any adjustments relating  to  the  recoverability and

classificationoperations in 2009.

liabilities that might be necessary should the Company be unable to continue as

a going concern.

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

haveDecember 31, 2009, we had applied for, but had not yet obtained, an additionala license that will permit

the excavation and

before will depend, in part, on the endresults of 2010exploration for zinc, lead and expect to commence extraction operations shortly

thereafter.

parties. Until we begin  to  generate revenues we parties

loans from our directors and other related parties. Our directors have indicated that

they will continue to make loans  for  the next twelve (12) months, although we have

made revenue of $1,097,872 in 2009.other than the oral assurances given by the directors,

weWe have no other sources of capital

able to meet its obligations or obtain sufficient capital to complete

operations for the next twelve (12) months.

Our  plan  for  2010  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

As the Land use right was substantively occupied by the Huanghe wet land park Co. Ltd for 2009.

The rental income of $1,097,872 (rmb 7,500,000) was produced for 2009 compairing zero for 2008.

$395,944 of 405,100 in 2009 and $ 391,451 in 2008, both of which have been showed

of $57,089 was also calculated in 2009 compairing zero for 2008.

OPERATING EXPENSES. 2008.

31, 2009 decreased to $842,909$ 895,389 from $1,141,537$1,666,930 for the

2008. OverallTotal expenses, ,beforebefore taxes and non-controlling interests, for the year ended

2008. The reduction

period, the overall decrease in expenses is due to the $353,629 decrease oflower legal and

professional forfees in 2009 comparing with that ofthan in 2008.

       NET LOSS.

$104,557 921,675 from $1,467,426$1,700,599 for the year ended

decrease in net loss of $1,362,869,$ 778,924, over the prior year period, is primarily

due to $1,097,872 rental income from the Land use right.

       COMPREHENSIVE GAIN.

31, 2009 was $38,951 from  comparing with comprehensive gain of $1,064,912 in 2008.

The reason for great decrease of comprehensive gain/loss came to that the exchange

rate of rmb to usd rised from  7.3 to 6.8346 in 2008, but kept stable during 2009.

STOCKHOLDERS'  EQUITY.  Stockholders'  equity increased by $171,681 to

$14,570,192 as of December 31, 2009, or approximately  1.2 %  from $14,398,511 as

of  December  31,  2008.  The  increase  was  primarily  due to the rental

income of the year.

LIQUIDITY AND CAPITAL RESOURCES

       GENERAL.   Overall, we had an decrease in net loss of $104,557 for the

year ended December  31, 2009. Net cash used in operating activities of $531,480,

net  used in investing activities  of  $19,096  and  net  cash  provided  by

financing  activities of $566,703. At December 31, 2009, our cash balance was

$27,279 as  compared to $23,961 for the prior year, in almost the same level.

       CASH FLOWS  FROM  OPERATING  ACTIVITIES. Net  cash  used  in  operating

activities  of  $531,480 for the year ended December 31, 2009 was $10,140 compared with comprehensive

attributable resulted from exchange rates between the U.S. Dollar and the

to reconcileexpense occurred in 2009.

cash flow, depreciation  expense of $36,755, amortization  of  land  use  rights

of  $409,750, imputed interest  expense of $346,453, deferred tax benefit of $3,652,

adjustment for non-controlling interests of $71,290,

a decreaseused in operating assets of $122,722activities was $ 237,950, net cash used in

       CASH  FLOWS FROM  INVESTING  ACTIVITIES.  net cash provided by financing activities was $374,624. At December 31,

operating activities of $19,096$ 237,950 for the year ended December 31, 2009 was primarily

attributable

          -   $17,044to$131,397 due from related parties; and

          -   Purchase of furniture and equipment of $2,052.

       CASH FLOWS FROM FINANCING ACTIVITIES. parties.

financing activities in the year ended December 31, 2009 wasresulted primarily due to

$19,980 and $546,723

respectively.

       FINANCING.  Though we have generated the rental revenues of $1,097,872 as of  December

31, 2009, wedescribed above.

$27,194 of cash and equivalents on our balance sheet.equivalents. Given our

rate, a risk existswe can provide no assurance that our available cash on hand and the cash we anticipate

generating

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 operations for certain  operating expenses. We believe that our pro-forma

working capital on hand as of the date  of this report, along with our rental income and 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 2010.  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 2010 will require  us to raise additional capital, of

which there can be no assurance.

next twelve months.

operations such as the rental income, will meet the requirements of our daily

operations in the future. In

we have insufficient cash to meet our operating requirements, we will need to seek other

sources ofexternal financing

19 |Page

financing  options  in  2010  as  we look to secure additional  funds  to  both

stabilize and grow our business operations and begin extraction. LIQUIDITY

will review any financing options at  their  disposal  and  will  judge  each

potential source  of  funds on its individual merits. Weavailable to us, but we cannot assure you that

we will be able to

and when we need to or if we can, that the terms of such

favorable to us orand our existing shareholders.

       INFLATION.

effect on our results of operations and does not expect that it will in fiscal

year  2010.

2009.

arrangements.

RECENT

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.

The accounting issues relate to:

1.The report of the prior auditor (Jimmy Cheung) was not included with the first 10k.

2.Our report did not have the dates filled

3.The amounts in the going concern paragraph were changed to tie to the F/S.

4.The cash flow statement properly included the non-cash increase in additional paid in capital.

5. Various amounts in MD&A section of the 10k were changed to agree to the issued F/S.

Accordingly, theour Form 8-K filing.

On September 19, 2008, the Company reincorporated to the stateresignation of Nevada under the name “China Changjiang Mining and New Energy Company, Ltd.” The Company authorized 100,000,000 shares at a par value of $0.001 in anticipation of the 10 for 1 reverse split following the conversion of its Series C Preferred stock, which shall yield a net fully diluted amount of 60,900,000 new common shares. In December, 2009 an application was made on behalf of the Company to FINRA for approval of corporate changes, including the corporate name, the symbol, the recapitalization of the reverse split and the conversion of the Series C Preferred Shares. The Company has received two letters of comment from FINRA, to which it has responded, but the corporate changes have not yet been approved as of this filing.

Financial Condition

We had total assets of $ 23,517,387 and $22,799,417 as of December 31, 2009 and

December  31, 2008, respectively.

The largest part of our assets is the Land Use Rights  we  hold.  Net land use

rights were $17,115,077 as of December 31, 2009, decreased from $17,508,609 for

the year  ended  December 31, 2008.  The reason for this decrease was amortization

of 2009.

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  power  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 when all the capital

Was contributed. According to the contract The changfa shall contribute it’s last

capital till the end of 2011, at the end of current year, the net asset was rmb

6,586,417 ($964,591), which means the company held 31% shares of the changjiang

electricity. Practically, 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 31,2009  andBSP as the expense of rmb41,000 was immaterial,

no adjustment has been made .

Our current liability was $8,947,195 as of December 31, 2009. $3,996,369

$434,137 are due to related companies and notes payable, respectively, along with

$2,418,796 due to stockholders. Our other payables and accrued expenses were

$1,882,945.

Tax Liabilities

Neither North American nor Wah Bon had income for income tax purposes in the years ended December 31,

2009 and 2008. 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 law in  China.

The Company has deferred tax assets at  December  31, 2009 which consist of net

operating loss carry forwards calculated using statutory  effective  tax rates.

As the rental income has been recognized and it is expected to generate rental income

in the future which may recover the loss carryforwards. The  Company recorded the deferred

tax asset at the year ended December 31, 2009 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 that our Annual Report on Form 10-K for the year ended December 31, 2009, and our

of December 31, 2009 and 2010consolidate the financial

Income tax computed at the federal statutory rate

34%

State income taxes, net of federal tax benefit