~~Form 10-Q NORTH AMERICAN GAMING & ENTERTAINMENT CORP - NAGM Filed: August 15, 2009 (period: September 30, 2009) Quarterly report which provides a continuing view of a company's financial position~~

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB ~~[X]~~

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30 ~~2009~~ , 2010

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

Commission File No. 000-05474 NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION Delaware 75-2571032 ------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization)

CHINA CHANGJIANG MINGING & NEW ENERGY CO., LTD

Nevada

(State or other jurisdiction of incorporation or organization)

75-2571032

(IRS Employer Identification No.)

Seventeen Floor, Xinhui Mansion, Gaoxin Road,

Hi-Tech Zone, Xi'An P. R. China 710075 ~~----------------------------------------- (Address~~

(Address of principal executive offices)

(86) 29-88331685 ~~-------------------------- (Issuer's~~

(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~[X]~~

[X] YES [ ] NO

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

[ ] YES [X] NO

APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution ~~ofsecurities~~of securities under a plan confirmed by a court.

[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: ~~September~~June 30, ~~2009: 24,216,058~~ 2010: 28,716,058

Transitional Small Business Disclosure Format (check one) Yes [ ] No [X] ~~Table of Contents 10-Q - NORTH AMERICAN GAMING AND ENTERAINMENT CORPORATION FORM 10-Q PART I~~

ITEM 1. FINANCIAL STATEMENTS ~~1 ITEM 2. MANAGEMENT'S DISCUSSION~~

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD AND ANALYSIS OR PLAN OF OPERATION 14 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 18 ITEM 4T.CONTROLS AND PROCEDURES 18 PART II Items 1 through 5 not applicable. ITEM 6. EXHIBITS 20 SIGNATURES 21 EX-1 (EXHIBIT 31.1) EX-2 (EXHIBIT 32.1) ITEM 1. FINANCIAL STATEMENTS NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION

~~5 NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION AND~~ SUBSIDIARIES ~~(An~~

(An Exploration Stage Company)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	2010			2009
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	54,474		$	27,279
Accounts receivable		2,026,088			1,098,386
Other current assets and prepayments		65,307			33,770
TOTAL CURRENT ASSETS		2,145,869			1,159,435

Property and equipment, net		182,417			200,690
Long term investment		308,737			292,903
Land use rights, net		17,716,239			17,115,077
Goodwill		3,517,660			3,337,249
Long term receivable		1,294,070			1,193,431
Deferred tax asset		244,589			218,602

TOTAL ASSETS	$	25,409,581		$	23,517,387

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Other payables and accrued expenses	$	2,087,822		$	1,882,945
Notes payable - related party		434,137			434,137
Due to related parties		4,397,382			3,996,369
Due to former stockholders		2,569,470			2,418,796
Deferred tax liability		291,138			214,948
TOTAL CURRENT LIABILITIES		9,779,949			8,947,195

STOCKHOLDERS' EQUITY

Series C convertible preferred stock (The preferred stocks was converted into 60,900,000 common shares)		-			5,000

Common stock (new stock replaced the old one according as the completed stock exchange agreement. 64,671,658 shares outstanding with the par value of 0.001, and 24,216,058 outstanding with the par value of 0.01 as of September 30,2010 and December 31,2009 respectively.		64,672			417,886

Additional paid-in capital		24,160,468			23,974,728
Treasury stock		-			(489,258	)
Non-controlling interests		553,125			531,674
Accumulated deficits during the exploration stage		(13,468,150	)		(13,366,785	)
Accumulated other comprehensive income		4,319,517			3,496,947
TOTAL STOCKHOLDERS' EQUITY		15,629,632			14,570,192

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	25,409,581		$	23,517,387

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

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD AND SUBSIDIARIES

(An Exploration Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the nine months ended September 30									For the three months ended September 30
	2010			2009			Accumulated			2010			2009
REVENUE
Rental of land use rights	$	838,167		$	-		$	1,936,039		$	288,145		$	-

OPERATING EXPENSES
General and administrative expenses		115,064			123,520			1,025,732			34,198			39,434
Legal and professional fees		111,565			80,392			656,384			23,227			22,883
Depreciation		28,111			27,872			130,357			9,664			9,207
Amortization of land use rights		312,823			307,230			1,485,997			107,542			102,452
Total Operating Expenses		567,563			539,014			3,298,470			174,631			173,976

INCOME (LOSS) FROM OPERATIONS		270,604			(539,014	)		(1,362,431	)		113,514			(173,976	)

OTHER INCOME (EXPENSE)
Interest income		174			132			5,247			-			55
Interest expense		(607	)		(139	)		(13,992	)		(101	)		-
Imputed interest expense		(271,360	)		(257,676	)		(1,215,101	)		(94,212	)		(79,270	)
Bad debt expense		-			-			(73,192	)		-			-
Other expense		(733	)		(3,324	)		(36,825	)		-			(127	)
Total Other Expense		(272,526	)		(261,007	)		(1,333,863	)		(94,313	)		(79,342	)

INCOME(LOSS) BEFORE NON-CONTROLLING INTERESTS AND TAX		(1,922	)		(800,021	)		(2,696,294	)		19,201			(253,318	)

DEFERRED INCOME TAX EXPENSE		(106,420	)		-			(102,768	)		(29,986	)		-

NON-CONTROLLING INTERESTS		6,980			92,125			193,478			1,219			19,801

LOSS FROM CONTINUING OPERATIONS		(101,362	)		(707,896	)		(2,605,584	)		(9,566	)		(233,517	)

DISCONTINUED OPERATIONS
Loss on disposal of subsidiary		-			-			(8,027,234	)		-			-

NET LOSS		(101,362	)		(707,896	)		(10,632,818	)		(9,566	)		(233,517	)

OTHER COMPREHENSIVE INCOME		107,679			(109,232	)		3,496,947			24,318			(35,821	)

COMPREHENSIVE INCOME (LOSS)	$	6,317		$	(817,128	)	$	(7,135,871	)	$	14,752		$	(269,338	)

NET LOSS PER SHARE
Basic		(0.0052	)		(0.0292	)					(0.0003	)		(0.0096	)
Diluted		(0.0052	)		(0.0012	)					(0.0003	)		(0.0004	)

Weighted average number of shares outstanding:
During the period - basic		19,334,158			24,216,058						34,446,658			24,216,058
During the period - diluted		19,334,158			609,000,000						34,446,658			609,000,000

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

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD AND SUBSIDIARIES

(An Exploration Stage Company)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the nine months ended September 30
	2010			2009			Accumulated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(101,362	)	$	(707,896	)	$	(2,605,583	)
Net loss from discontinued operations		-			-			(8,027,234	)
Total net loss		(101,362	)		(707,896	)		(10,632,817	)

Adjusted to reconcile net loss to net cash used in operating activities:
Loss on disposal of subsidiary		-			-			8,027,234
Depreciation		28,111			27,872			130,357
Amortization of land use rights		312,823			307,230			1,485,997
Imputed interest expenses		271,360			257,676			1,215,100
Bad debt provision		-			-			73,192
Deferred tax expense		49,075			-			45,423
Non-controlling interests		(6,980	)		(92,125	)		(193,478	)
Issuance of common stock for services		-			-			-
Change of operating assets and liabilities in:
Accounts receivable		(845,483	)		-			(1,943,355	)
Other current assets and prepayments		(28,930	)		38,250			191,644
Other payables and accrued expenses		100,374			(242,260	)		275,399
Net cash used in operating activities		(221,012	)		(411,253	)		(1,325,304	)

CASH FLOWS FROM INVESTING ACTIVITIES
Issuance of note receivable		-			-			(133,000	)
Purchase of property and equipment		-			(2,051	)		(51,151	)
Due from stockholder		-			-			25,584
Due from related parties		(35,172	)		(13,200	)		(1,472,466	)
Acquisition of long-term investment		-			-			(1,310,532	)
Net cash from discontinued operations		-			-			(1,406,430	)
Net cash used in investing activities		(35,172	)		(15,251	)		(4,347,995	)

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution by stockholders		-			-			128,205
Proceeds from notes payable		-			-			573,146
Proceeds for recapitalization		-			-			(71,372	)
Additional paid-in capital		-			-			(481,477	)
Advances from stockholders		19,390			5,489			328,524
Advances from related parties		180,104			525,308			3,808,803
Investment from minority stockholders		-			-			(619,747	)
Net cash provided by financing activities		199,494			530,797			3,666,082

EFFECT OF EXCHANGE RATES ON CASH		83,885			(83,041	)		(4,288	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		27,195			21,252			(2,011,505	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		27,279			23,961			2,065,978
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	54,474		$	45,213		$	54,474

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

CHINA CHANGJIANG MINING & NEW ENERGY CO., LTD AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The accounting policies and methods of computation followed in these condensed consolidated financial statements are the same as those applied in the consolidated financial statements for the year ended December 31, ~~2008.~~ 2009.

In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) considered necessary to present fairly the Company's financial position as of September 30, ~~2009,~~2010, the results of operations for the ~~three and~~ nine ~~month~~months periods ended September 30, ~~2009~~2010 and September 30, ~~2008,~~2009, and cash flows for the ~~three and~~ nine ~~month~~months periods ended September 30, ~~2009~~2010 and September 30, ~~2008.~~2009. The results for the ~~three and~~ nine ~~month~~months periods ended September 30, ~~2009~~2010 are not necessarily indicative of the results to be expected for the entire fiscal year ending December ~~30, 2009.~~ 31, 2010.

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

NOTE 2 ORGANIZATION

China Changjiang Mining & New Energy Co., Ltd ("China Changjiang") was incorporated under the laws of the State of Nevada in September 2008. China Changjiang has had no operations or significant assets from incorporation through the period ended September 30, 2010. It took the place of North American(NAGM) as the Name of Group listed in Otcbb on August 2 nd 2010.

North American Gaming and Entertainment Corporation ("North American") was incorporated under the laws of the State of Delaware in 1969. North American has had no operations or significant assets from incorporation through the year ended December 31, ~~2006.~~ 2006 and until the set up of the Company in 2007.

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

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

holding company.

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

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

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

On March 22, 2007, Chang Jiang entered into an agreement with the majority stockholder of Chang Jiang to exchange its 92.93% interest in Huanghe for 20% equity interest in Dongfang Mining owned by this related party. ~~Page 6~~

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

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

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

The Company was reincorporated from the state of Delaware to the state of Nevada with the intent to effect a statutory merger of the Delaware corporation "North American Gaming and Entertainment Corporation", into ~~a recently formed Nevada corporation under the name "China~~China Changjiang ~~Mining & New Energy Co., Ltd.",~~ and to swop all issued and outstanding shares in the Delaware corporation for comparable shares in ~~the Nevada corporation~~China Changjiang and dissolve the Delaware corporation. ~~The said new corporation was filed on September 19, 2008 in Nevada.~~ Up to the present, the statutory merger is in progress.

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

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

Accordingly, the financial statements include the following: ~~(1)The balance sheet consisting of the net assets of the acquirer at historical cost and the net assets of the acquiree at historical cost.~~

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

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

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

The Company is considered to be an exploration stage company. This requires that information is presented to show the cumulative results of the Company since its inception as an exploration stage company. Even though members of the Company have been in existence prior to 2007, the Company considers itself to have become an exploration stage company when it acquired Dongfang Mining on March 22, 2007. The accumulated columns shown on the condensed consolidated statements of operations and comprehensive loss and the condensed consolidated statements cash flows have been provided to show cumulative balances from March 22, 2007 through September 30, ~~2009. Page 7~~ 2010.

NOTE 3 PRINCIPLES OF CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements as of September 30, ~~2009~~2010 and ~~2008~~2009 include the unaudited condensed consolidated financial statements of China Changjiang, North American, its 100% owned subsidiary Wah Bon, 100% owned subsidiary Tai Ping Yang, 97.2% owned subsidiary Chang Jiang and 60% owned subsidiary Dongfang Mining. The ~~minority~~non-controlling interests represent the minority shareholders' 2.8% and 40% share of the results of Chang Jiang and Dongfang Mining, respectively.

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

NOTE 4 COMMITMENTS AND CONTINGENCIES ~~(A)Capital commitments~~

The Company's cash balances with financial institutions in the U.S are insured up to FDIC limits. As of December 31, 2008,the Company had capital commitments of $2,190,630 with two suppliers for contracts in respect to the exploration of lead, zinc and gold for mining in Xian, PRC. As the permit of mining for gold, lead and zinc has not yet been obtained as of September 30, 2009, the contract was not implemented before the end of September 2009, but will still be effective throughout 2009.

In August 2008, the Company signed the Contract of Specific Survey of Gold with The First Geological Team, Bureau of Geology and Minerals Exploration & Exploitation of ~~Shanxi~~Shaanxi Province. The total amount of the project atis $323,018, of which $146,943 was paid before September 30, ~~2009~~2010. The remaining $176,075 is ~~$323,018, which is supposed~~expected to be paid ~~in full during~~before the ~~next fiscal year. (B)Operating lease commitments. The prior headquarters, formerly located in the 5th floor~~end of High-Tech Mansion, Gaoxin Road,High-Tech Zone,Xi'An, had a rental lease of approximately $3,500 (RMB25,000) per month, from June, 2006 to January, 2009. The new headquarters office is removed to the Xinhui Mansion, Gaoxin Road, High-Tech Zone, Xi'An,PRC with the rental lease from February, 2009 to January, 2011 at a rental rate of approximately $10,975 (RMB75,000)per year. The rental expense of headquarters for the nine months ended September 30,2009 and 2008 was $746 and $10,965, respectively. For the next three months of 2009 and the whole year of 2010, the Company has outstanding commitments of approximately $ 2,744 and $10,975, respectively, with regards to the operating leases of its facilities. 2010.

NOTE 5 STOCKHOLDERS' EQUITY

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

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

There are no preferred dividends in arrears as of September 30, ~~2009.~~ 2010.

No called or redeemed conditions were prescribed for the preferred stock.

On January 10 and 21, 2010, the Company issued 4,500,000 shares of common stock to 2 persons, Mr. Donald R. Monroe and Mr. Stanley F. Wilson. Each individual now holds 2,250,000 of pre-split outstanding common stock upon the issuance of the stock. It is the arrangement of signed agreement concerning the exchange of common stock.

The Company was reincorporated from the state of Delaware to the state of Nevada with the intent to effect a statutory merger of the Delaware corporation "North American Gaming and Entertainment Corporation", into China Changjiang and to swop all issued and outstanding shares in the Delaware corporation for comparable shares in China Changjiang and dissolve the Delaware corporation. The name change has been completed before the end of June 30 2010. In this quarter, the Company continue to fulfill the Recapitalization plan under the name of China Changjiang Mining & New energy Company Ltd.

Firstly, the Company exchanged the 500,000 shares of Series C convertible Preferred Stock, at a ratio of 1218 shares of common stock per preferred stock, to 609,000,000 shares of common stock.

Secondly, the 10 for 1 reverse split was effectuated for all of the 646,716,588 common shares, among which 609,000,000 came from the exchange of preferred stock, and 37,716,588 came from the original shareholders before the exchange.

As a result, the total common shares of China Changjiang after the exchange should be 64,671,658, with the par value of $0.001.

NOTE 6 RELATED PARTY TRANSACTIONS

The related parties owed the Company ~~$1,770,868~~$1,294,070 as of September 30, ~~2009, which consisted of eight related companies and four related persons, each owing the Company amounts totaling $ 1,383,271 and $387,597, respectively,~~2010, for advances made on an unsecured basis, repayable on demand and interest free.

The Company owed ~~$2,404,016~~$2,569,470 to two former stockholders of Chang Jiang as of September 30, ~~2009,~~2010, for advances with no stated interest rates, made on an unsecured basis and repayable on demand. Interest was imputed at a rate of ~~5.4%~~5.94% per annum on the amounts due. ~~Page 8~~

The Company owed a total of ~~$3,974,510~~$4,397,382 to ~~ten~~ related parties as of September 30, ~~2009. This consisted of nine related companies and four related person, each of whom owed the Company amounts totaling $2,369,413 and $1,605,097, respectively,~~2010, for the advances with no stated interest rates, that were made on an unsecured basis and repayable on demand. Interest was imputed at a rate of ~~5.4%~~5.94% per annum on the amount due.

The related parties owed the Company ~~$1,754,586~~$1,193,431 as of December 31, ~~2008, which consisted of nine~~2009 including five related companies and ~~four~~three related persons ~~each owing~~owed the Company amounts totaling ~~$1,355,694~~$801,544 and ~~$398,892,~~$391,887, respectively, for advances made on an unsecured basis, repayable on demand and interest free.

The Company owed ~~$2,396,560~~$2,418,796 to two former stockholders of Chang Jiang as of December 31, ~~2008,~~2009 for advances ~~with no stated interest rates,~~ made on an unsecured basis, repayable on demand and ~~repayableon demand. Interest was imputed~~interest free. Imputed interest is charged at ~~a rate of 7%~~5.94 % per ~~annum~~year on the amounts due.

The Company owed ~~a total of $3,446,160~~$3,996,369 to ~~six~~seven related parties as of December 31, ~~2008. This consisted of five~~2009 including six related companies and ~~one~~three related person ~~each of whom~~ owed the Company amounts totaling ~~$2,086,486~~$363,369 and ~~$1,359,674,~~$3,633,000, respectively, for ~~the~~ advances ~~with no stated interest rates,~~ made on an unsecured basis, ~~and~~ repayable on ~~demand. Interest was imputed~~demand and interest free. Imputed interest is charged at ~~a rate of 7%~~5.94% per ~~annum~~year on the amount due.

Total imputed interest recorded as additional paid-in capital amounted to ~~$257,676~~$94,212 and ~~$238,775~~$79,270 for the three months ended September 30, 2010 and 2009, respectively.

100% of the Company’s accounts receivable balance of $2,026,088 and $1,098,386 at September 30, 2010 and December 31, 2009, respectively, was from a related party.

100% of the Company’s revenue earned during the nine months ended September 30, 2010 was from a related party.

NOTE 7 SEGMENTS REPORTING

The Company operated in two reportable segments (mining and real estate) for the nine months ended September 30, ~~2009 and 2008, respectively. NOTE 7 SEGMENTS REPORTING~~ 2010.

The Company ~~operates in only~~evaluates segment performance based on income from operations. As a result, the components of operating income for one ~~reportable~~ segment ~~mining~~may not be comparable to another segment.

Segments key financial information for ~~mineral ores, which~~the nine months ended September 30, 2010 and 2009 is ~~still at an exploration stage. Though the land use rights account for most of the assets owned by the Company, the Company has targeted mining now and new energy in the near future.~~ as follows:


	Real Estate			Mining			Total
For the nine months ended September 30, 2010
Revenue	$	838,167		$	0		$	838,167
Income (loss) from continuing operations before Income tax expense and minority interests		480,393			(482,315	)		(1,922	)
Depreciation of fixed assets		0			28,111			28,111
Amortization of intangible assets		312,823			0			312,823
Imputed interest expense		0			271,360			271,360
Interest income		0			174			174
Deferred income tax gain (expense)		(124,214	)		17,794			(106,420	)
Land use rights, net		17,716,239			0			17,716,239
Total identifiable assets	$	19,742,327		$	5,667,254		$	25,409,581

For the nine months ended September 30, 2009
Revenue	$	0		$	0		$	0
Loss from continuing operations before income tax expense and minority interests		(307,230	)		(492,791	)		(800,021	)
Depreciation of fixed assets		0			27,872			27,872
Amortization of intangible assets		307,230			0			307,230
Imputed interest expense		0			257,676			257,676
Interest income		0			132			132
Deferred income tax gain (expense)		0			0			0
Land use rights, net		17,115,077			0			17,115,077
Total identifiable assets	$	17,115,077		$	6,402,310		$	23,517,387

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

NOTE 8 CONCENTRATIONS AND RISKS

During the nine months ended September 30, ~~2009~~2010 and ~~2008,~~2009, 100% of the Company's business and assets were located in the PRC.

NOTE 9 RECENT ACCOUNTING PRONOUNCEMENTS Effective for the interim condensed consolidated financial statements as of September 30, 2009, the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) became the primary source of authoritative accounting principles recognized by

In January 2010, the FASB released new guidance requiring entities to ~~be applied~~make new disclosures about recurring and nonrecurring fair value measurements, including significant transfers into and out of Level 1 and Level 2 fair value measurements. This guidance also requires information on purchases, sales, issuances, and settlements on a gross basis in the ~~preparation~~reconciliation of financial statements in accordance with GAAP. Rules and interpretations of the SEC and are also sources of authoritative GAAP for SEC registrants. The ASC supersedes all existing non-SEC accounting and reporting standards but does not change GAAP. The adoption of ASC did not have a material effect on the condensed consolidated financial statements. In March 2008, the FASB issued ASC 815 (SFAS No. 161), "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133". SFAS No. 161 gives financial statement users better information about the reporting entity's hedges by providing for qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about theLevel 3 fair value ~~of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. SFAS No. 161~~measurements. This guidance is effective for ~~financial statements issued for~~ fiscal years, ~~beginning after November 15, 2008~~ and interim periods within those years. The Company does not expect the adoption of SFAS No. 161 to have a material effect on the condensed consolidated financial statements. In December 2007, the FASB released ASC 805 (SFAS No. 141(R)), "Business Combinations". This standard revises and enhances the guidance set forth in SFAS No. 141(R) by establishing a definition for the "acquirer," providing additional guidance on the recognition of acquired contingencies and non- controlling interests, and broadening the scope of the standard to include all transactions involving a transfer in control, irrespective of the consideration involved in the transfer. SFAS No. 141(R) is effective for business combinations for which the acquisition date occurs in a fiscal ~~year~~years, beginning ~~on or~~ after December 15, 2008. Although the standard will not have any impact on the current condensed consolidated financial statements, application of the new guidance could be significant to the Company in the context of future merger and acquisition activity. Page 9 In December 2007, the FASB released ASC 810 (SFAS No. 160), "Non-Controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51". This statement amends ARB 51 to establish accounting and reporting standards2009, except for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160detailed Level 3 rollforward disclosures, which is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, ~~2008. The Company does not expect~~2010. Early adoption is permitted. We intend to comply with the standard to have a material impact on the condensed consolidated financial statements. In May 2009, the FASB released ASC 855 (SFAS No. 165), "Subsequent Events," which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or available to be issued. Effective for our interim financial statements as of September 30, 2009, we reviewed events occurring through the filing dateprovisions of this document. In June 2009, the FASB released ASC 860 (SFAS No. 166), "Accounting for Transfers of Financial Assets - an Amendment of FASB Statement No. 140," to improve the relevance, representational faithfulness, and comparability of the information that we provide in our financial statements about a transfer of financial assets; the effects of a transfer on our financial position, financial performance, and cash flows; and our continuing involvement, if any, in transferred financial assets. Additionally, this statement removes the concept of a qualifying special-purpose entity from SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," and removes the exception from applying FASB Interpretation No. 46, "Consolidation of Variable Interest Entities," to qualifying special- purpose entities. SFAS No. 166 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009. The Company does not expect the standard to have a material impact on the condensed consolidated financial statements. In June 2009, the FASB released ASC 810 (SFAS No. 167), "Amendments to FASB Interpretation No. 46(R)," which addresses the effects on certain provisions of FASB Interpretation No. 46, "Consolidation of Variable Interest Entities," as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166, "Accounting for Transfers of Financial Assets." It addresses concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about a company's involvement in a variable interest entity. This statement requires us to perform an analysis to determine whether any of our variable interests give us a controlling financial interest in a variable interest entity. In addition, this statement requires ongoing assessments of whether we are the primary beneficiary of a variable interest entity. SFAS No. 167 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2009. The Company does not expect the standard to have a material impact on the condensed consolidated financial statements. new guidance.

NOTE 10 GOING CONCERN

As reflected in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit during the exploration stage of ~~$13,970,124~~$13,468,150 at September 30, ~~2009,~~2010, which ~~includes~~included a net loss of ~~$707,896~~$101,362 for the nine months ended September 30, ~~2009.~~2010. The Company's current liabilities ~~exceed~~exceeded its current assets by ~~$8,459,300.~~$7,634,080 and the Company used cash in operations of $221,012. 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 condensed consolidated balance ~~sheet~~sheets is dependent upon continued operations of the ~~company,~~Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations. The condensed ~~consolidated~~co nsolidated financial statements do not include any adjustments relating to the recoverability and ~~classifications~~classification of recorded asset amounts or amounts and ~~classifications~~classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. ~~The~~Though the Company began to generate revenue in 2009, the Company is ~~also~~ actively pursuing additional funding ~~and potential merger or acquisition candidates~~ and strategic partners, which would enhance stockholders' ~~investment.~~investments. Management believes that the above actions will allow the Company to continue operations through the ~~2009 fiscal year. Page 10~~ ~~The Company has successfully replaced the old license of mining exploration with a new one, whose exploration period ranges from January 1, 2009 to January 1, 2011.~~ next three months.

NOTE 11 THE INVESTMENT

In ~~order to carry out the Corporate Strategy of developing the mining and new energy,~~September 2008, the Company, along with ~~Shanxi~~Shaanxi Changfa Industry Stock Co.,Ltd. ("Changfa"),established a new company named ~~Shanxi~~Shaanxi Changjiang ~~Mining~~Power & New Energy Co., Ltd.~~("Shanxi"~~(“Changjiang power”)~~.The~~. The Company owns a 20% share of the registered capital of ~~Shanxi,~~Changjiang power while Changfa owns the remaining 80% ~~share. The~~share, when all the capital was contributed. According to the contract, the Changfa shall contribute capital until the end of 2011. At June 30, 2010, the net asset was rmb6,558,974 ($1,012,500), which means the Company held 30% share of the Changjiang Power. Practically, the Company has significant influence on ~~Shanxi~~Changjiang Power as it has assigned finance and other directors in ~~Shanxi.~~Changjiang Power. The Company has recorded this investment under the equity method. ~~Snce the income and expense was immaterial~~Changjiang Power had no revenue for the nine months ended ~~September~~Sept ember 30, ~~2009,~~2010 and since the expense of $4,236 was immaterial, no adjustment has been made. As of September 30, 2010 and December 31, 2009, the balance of this investment was ~~$292,869. Page 11~~ $308,737 and $292,903, respectively.

The information of Changjiang Power is shown as follows:

	September 30, 2010		December 31, 2009
Current assets	$	293,142	$	282,126
Non current assets		719,358		682,465
Current liabilities		0		0
Net assets		1,012,500		964,591

NOTE 12 SUBSEQUENT EVENTS

None

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

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Forward Looking Statements

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

The nature of our business makes predicting the future trends of our revenues, expenses, and net income difficult. Thus, our ability to predict results or the actual effect of our future plans or strategies is inherently uncertain. The risks and uncertainties involved in our business could affect the matters referred to in any forward-looking statements and it is possible that our actual results may differ materially from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the forward-looking statements include, without limitation, the factors discussed in the section entitled "Risk Factors" and the following: - the effect of political, economic, and market conditions and geopolitical events; - legislative and regulatory changes that affect our business; - the availability of funds and working capital; - the actions and initiatives of current and potential competitors; - investor sentiment; and - our reputation. Page 12

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

legislative and regulatory changes that affect our business;

the availability of funds and working capital;

the actions and initiatives of current and potential competitors;

investor sentiment; and

our reputation.

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

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto as filed with the SEC and other financial information contained elsewhere in this Form ~~8-K.~~ 10-Q.

OVERVIEW

We operate in two segments. We are an exploration stage mining company ~~and~~although we have had no mining revenues and do not expect mining revenues until we begin the process of extracting minerals which will not start until ~~the end of 2009,~~2010, if at all. We have sustained considerable losses from our exploration and other activities to date.

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

On February 4, 2008, (the "Closing Date") we acquired HONGKONG WAH BON ENTERPRISE LIMITED ("Wah Bon") and its three subsidiaries: ~~SHANXI~~SHAANXI TAI PING YANG XIN NENG YUAN DEVELOPMENT COMPANY LIMITED ("Tai Ping ~~Yang")~~Yang "); ~~SHANXI~~SHAANXI CHANG JIANG SI YOU NENG YUAN FA ZHANG GU FENG YOU XIANG GONG SI ("Chang Jiang") and DONGFANG MINING COMPANY LIMITED ("~~Dongfang"~~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.~~Dongfang Mining. The minority interests represent the minority shareholders' 2.8% and ~~40%~~41.68% share of the results of Chang Jiang and Dongfang Mining respectively. We replaced our Board of Directors and officers. A filing on Form 14F was filed with the Securities & Exchange Commission on December 7, 2007. The new directors are all located in China, and the officers of Dongfang are familiar with the mining industry in China. All of our assets are in China. Our subsidiary, Chang Jiang, had acquired a 60% interest in Dongfang Mining in two separate transactions. On February 5, 2007 we acquired 40% of the net assets of Dongfang Mining. The acquisition of 40% of Dongfang Mining was accounted for as a purchase under SFAS No. 141, Business Combinations. Accordingly, the 40% of operating results of Dongfang Mining have been included in the consolidated statements of operation and comprehensive losses after the effective date of the acquisition of February 5, 2007. The preliminary allocation of 40% of the net assets of Dongfang Mining acquired is as follows: Cash and cash equivalents $ 227,233 Other receivables and prepaid expenses 46,309 ----------- Total current assets 273,542 Fixed assets, net 7,432 ----------- Total assets 280,974 Less: Accounts payable and accrued liabilities (3,223) Due to a stockholder (273,444) ----------- Net assets acquired 4,307 Noncontrolling interest (1,723) Additional paid in capital (861) Less: Consideration for acquisition (3,117,267) -----------

Goodwill ~~$(3,115,544) ----------- Page 13~~ Analysis of the net outflow of cash and cash equivalents in respect of the business combination is as follows: Total cash consideration $3,117,267 Less: cash consideration payable (1,872,131) ---------- Cash consideration paid 1,245,136 Less: cash and cash equivalents acquired (227,233) ---------- Net cash outflow $1,017,903 ---------- The acquisition of 40% of Dongfang Mining was accounted for as a purchase under SFAS No. 141, Business Combinations. Accordingly, the 40% of operating results of Dongfang Mining were included in the consolidated statements of operations and comprehensive income after the effective date of the acquisition of February 5, 2007. The following table reflects the unaudited pro forma combined results of operations for the years ended December 31, 2008, 2007 and 2006, assuming the acquisition had occurred at the beginning of 2006. 2008 2007 2006 ----------- ------------ ------------ Revenues $(1,467,426) $ (8,959,472) $ (1,676,333) =========== ============ ============ Net loss per share - basic $ (0.06) $ (.37) $ - =========== ============ ============ Net loss per share - diluted $ - $ - $ - =========== ============ ============ In accordance with SFAS No. 142 "Goodwill and other intangible assets", goodwill is not amortized but is 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 ~~market~~price of non-ferrous metals ~~has changed~~are going down and the whole industry ~~is rebounding.~~are stagnant comparing with that of 2007 when the goodwill was recorded. We cannot conclude that there was no impairment to the carrying value of the goodwill in this reporting period. On March 22, 2007, the Company entered into an agreement with a principal stockholder of the Company to exchange the Company's 92.93% interest in Shanxi Huanghe Wetland Park Company Limited ("Huanghe") for 20% equity interest in Dongfang Mining, which is owned by the stockholder. The acquisition of 20% of Dongfang Mining from the related party was accounted for as a purchase under common control. As a result of these transactions, we recorded goodwill of $3,115,544 in the balance sheet of the Company. The detailed information on the loss on disposal of Huanghe is as follows: Cash and cash equivalents $1,406,430 Other current assets 31,687 Fixed assets, net 349,024 Land use rights 8,987,826 ---------- Total assets 10,774,967 Less: Accounts payable and accrued liabilities (205,800) Due to related parties (1,618,037) Due to a stockholder (4,726) Noncontrolling interests (918,343) ---------- Book value of net assets disposed 8,028,061 20% of book value of net assets of Dongfang Mining exchanged (827) ---------- Loss on disposal of Huanghe $8,027,234 ========== Page 14 Net cash outflow on disposal of subsidiary Proceeds from disposal $ - Cash and cash equivalents disposed (1,406,430) ----------- Net cash outflow $(1,406,430) ===========

We have ~~land use~~exploration rights for a ~~67.82~~61.27 sq.km parcel in the Jiao Shan Zhai Mining Area, located in Xunyang County in the ~~Shanxi~~Shaanxi Province of China. Our land use rights are amortized over fifty years of the term of the leases. We have performed tests on the site but we have not ~~yet~~ begun mining activity. We originally planned to ~~construct~~participate in constructing a theme park business on the parcel, but have ~~now directed~~delayed those plans while we direct our resources toon the mining opportunities. We have decided to lease out our land use right to Huanghe wet land park Co.Ltd. Therefore ~~all of~~we can focus our ~~assets are recorded~~management in the mining ~~segment of the financial statements.~~ segment.

The following is a summary of land use rights at September 30, 2009: Cost $19,162,542 Less: accumulated amortization (1,946,996) ----------- Land use rights, net $17,215,546 =========== 2010:

Cost	$	20,200,834
Less: accumulated amortization		2,484,595
Land use rights, net		17,716,239

The land use rights are amortized over ~~the~~ fifty ~~year terms~~years of the term of leases. The amortization expense for the ~~three~~nine months ended September 30, 2010 and 2009 was $312,823 and ~~2008 was $102,452 and $102,315,~~307,230, respectively.

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

As reflected in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit during the exploration stage of $13,468,150 at September 30, 2010, which includes a net loss of $101,362 for the nine months ended September 30, 2010. The Company's current liabilities exceed its current assets by $7,634,080 and the Company used cash of $221,012 in operations. These factors raise substantial doubt about its ability to continue as a going concern. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations. The financial sta tements 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.

PLAN OF OPERATIONS

Our efforts over the next twelve months will be directed towards completing the licensure process to begin the extraction operations from the mines and to acquire the equipment and personnel necessary to commence mining operations. We have applied for, but not yet obtained, an additional license that will permit the excavation and extraction of the parcel. We expect to obtain that license before the ~~gold mining license in the near future~~end of 2011 and expect to commence extraction operations shortly thereafter.

To date we have financed our activities from loans received from related parties. Until we begin to generate mining revenues we expect to continue to rely on loans from our directors and related parties. Our directors have indicated that they will continue to make loans for the next twelve (12) months, ~~or until~~although we have made cumulated revenue of $1,936,039 till the ~~Company begins to generate revenues, whichever first occurs.~~end of September 30,2010. Other than the oral assurances given by the directors, we have no other sources of capital and there can be no guarantee that the Company will be able to meet its obligations or obtain sufficient capital to complete its plan of operations for the next ~~twelve~~three (3) months.

Our plan ~~over the next twelve months is: 1.to obtain the gold mining license and then to obtain the lead & zinc mining license; 2.~~for 2010 is to finish reconnaissance and evaluation and begin prospecting the known ore bodies and controlling the trench ~~exploration.~~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 ~~which~~ are as follows: - Enhance the validation of geophysical prospecting abnormities, especially of the I and II class abnormities, make a conclusion on them as soon as possible to provide basis for next work; - Carry out geological investigation in adjacent regions, with attention to the lead & zinc ore bodies; - Finish the rough survey of lead and zinc over the 6.8 square meter area; Page 15 - Investigate other metallogenic areas, mainly through surface work, which may be combined with limited tunnel exploration and drilling; - Complete the particular survey of gold and obtain the exploitation license - Enter into electric power industry by controlling the Changjiang Electric Power & new emerge Co.,ltd.

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

GENERAL. Overall, we had an increase in net loss of ~~$707,896~~$101,362 for the nine months ended September 30, ~~2009.~~2010. During the nine months ended September 30, ~~2009,~~2010, we had net cash used in operating activities of ~~$411,253,~~$221,012, net cash used in investing activities of ~~$ 15,251~~$35,172 and net cash provided by financing activities of ~~$ 530,797.~~$199,494. At September 30, ~~2009,~~2010, our cash balance was ~~$45,213,~~$54,474, as compared to $ ~~23,961~~27,279 at the end of December ~~2008.~~2009. This was an ~~increase~~decrease of ~~$ 21,252,~~$27,195, or approximately ~~89%~~100%.

CASH FLOWS FROM OPERATING ACTIVITIES. Net cash used in operating activities of ~~$411,253~~$221,012 for the nine months ended September 30, ~~2009~~2010 was primarily attributable to the net loss from operations. The adjustments to reconcile the net loss to net cash, included depreciation expense of ~~$27,872,~~$28,111, amortization of land use rights of ~~$307,230,~~$312,823, imputed interest expense of ~~$257,676,~~$271,360, adjustment for ~~noncontrolling~~non-controlling interests of ~~$92,125,~~-$6,980, a ~~decrease~~deferred tax expense of $49,075, an increase of account receivable of $927,702, a increase in current assets and prepayments of ~~$107,351~~$28,930 and ~~a decrease~~an increase in ~~current liabilities~~other payables and accrued expenses of ~~$242,260.~~ $100,374.

CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing activities of ~~$15,251~~$35,172 for the nine months ended September 30, ~~2009~~2010 was ~~primarily~~all attributable to the ~~$13,200 from~~$35,172 advanced to related parties.

CASH FLOWS FROM FINANCING ACTIVITIES. Net cash of ~~$ 530,797~~$199,494 provided by financing activities in the nine months ended September 30, ~~2009~~2010 was primarily due to the ~~$5,489~~$19,390 and ~~$525,308~~$180,104 increases of due to ~~shareholder~~former stockholders and due to related parties, respectively.

FINANCING. WeThough we have ~~not~~ generated ~~any~~the cumulated rental revenues of $1,936,039 as of September 30, ~~2009 and so~~2010, we are still considered an exploration stage company. We ended ~~September 2009~~the third quarter of 2010 with ~~$45,213~~$54,474 of cash and ~~cash~~ equivalents on our balance sheet. Given our current cash usage rate, a risk exists that our available cash on hand and the cash we anticipate generating from operating activities will be insufficient to sustain our operations. Our auditors have expressed substantial concern as to our ability to continue as a going concern.

We have historically been able to issue shares, preferred stock or stock options to pay for certain operating expenses. We believe that our pro-forma working capital on hand as of the date of this report, along with our 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 ~~2009.~~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 ~~2009~~2010 will require us to raise additional capital, of which there can be no assurance. ~~We are, therefore, actively seeking additional debt or equity financing until we become cash flow positive.~~

INTERNAL SOURCES OF LIQUIDITY. There is no assurance that funds from our operations, if and when they commence, will meet the requirements of our daily operations in the future. In the event that funds from our operations are insufficient to meet our operating requirements, we will need to seek other sources of financing to maintain liquidity. ~~Page 16~~

EXTERNAL SOURCES OF LIQUIDITY. We intend to pursue all potential financing options in ~~2009~~2010 as we look to secure additional funds to both stabilize and grow our business operations and begin extraction. Our management will review any financing options at their disposal and will judge each potential source of funds on its individual merits. We cannot assure you that we will be able to secure additional funds from debt or equity financing, as and when we need to or if we can, that the terms of such financing will be favorable to us or our existing shareholders.

INFLATION. Our management believes that inflation has not had a material effect on our results of operations, and does not expect that it will in fiscal year ~~2009.~~ 2010.

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

RESULTS OF ~~OPERATIONS~~OPERATIONS. Comparison of the nine months ended September 30, ~~2009,~~2010, to the nine months ended September 30, ~~2008:~~ 2009:

Operating Expense

The Company recorded an operating ~~loss~~profit of ~~$707,896~~$270,604 for the nine months ended September 30, ~~2009~~2010 compared to a loss of $1,445,862 for the nine months ended September 30, 2008. The loss was comprised of general and administrative costs of $123,520 during the nine months ended September 30, 2009, compared to general and administrative costs of $226,292 for the nine months ended September 30, 2008. Legal and professional fees decreased to $80,392 for the nine months ended September 30, 2009, which was the costs of the audit. Depreciation was $27,872 for the nine months ended September 30, 2009 as compared to $ 27,749 for the nine months ended September 30, 2008. Land use rights amortization was $307,230$539,014 for the nine months ended September 30, 2009. The ~~operating loss decrease~~profit was ~~largely associated with~~comprised of rental of land use right of $838,167, during the ~~decrease~~nine months ended September 30, 2010, compared to $0 during the nine months ended September 30, 2009; general and administrative costs of ~~expenses for~~$115,064 during the ~~legal~~nine months ended September 30, 2010, compared to general and ~~professional fees. Other Income (Expense) Other expense increased from $260,440~~administrative costs of $123,520 for the nine months ended September 30, ~~2008~~2009. Legal and professional fees increased to $115,565 for the nine months ended September 30, 2010, which were the costs of the audit and other professional services. Depreciation was $28,111 for the nine months ended September 30, 2010 as compared to $27,872 for the nine months ended September 30, 200 9. Land use rights amortization was $312,823 for the nine months ended September 30, 2010.

Other Income (Expense)

Other expense increased from $261,007 for the nine months ended September 30, ~~2009.~~2009 to $272,526 for the nine months ended September 30, 2010. The Company incurred interest expense of $607 for the nine months ended September 30, 2010, compared to $139 for the nine months ended September 30, ~~2009, compared to $23,004 for the nine months ended September 30, 2008.~~2009. Imputed interest expense increased from ~~$238,775 for the nine months ended September 30,2008 to~~ $257,676 for the nine months ended September 30, ~~2009. The increase in interest expense is due~~2009 to ~~additional borrowings from related and unrelated parties. The Company recorded interest income of $132~~$271,360 for the nine months ended September 30, ~~2009.~~ 2010.

Net Loss

The net loss for the nine months ended September 30, ~~2009~~2010 was ~~$707,896~~$101,362 as compared to a net loss of ~~$1,445,862~~$707,896 for the nine months ended September ~~30, 2008.~~30,2009. The decrease of loss for the nine months ended September 30, ~~2009~~2010 mainly came from the ~~decrease~~increase of ~~$592,490~~$838,167 in ~~legal and professional fees~~rental revenue compared with the nine months ended September 30, ~~2008.~~ 2009.

Other Comprehensive Income

The exchange rate ~~was stable~~has slightly increased during the nine months ended September 30, ~~2009,~~2010, and ~~only $109,232~~$107,679 of foreign exchange ~~loss~~gain was recorded for the nine months ended September 30, ~~2009.~~2010. We converted the report in RMB to that in USD by the exchange rate at September 30, ~~2009~~2010, (i.e. ~~6.829~~6.478 for the condensed consolidated balance sheet at September 30, ~~,2009)~~2010) and by the average exchange rate of the nine months (i.e. ~~6.83045~~6.5072 for the condensed consolidated statement of operations and comprehensive loss for the period ended September 30, ~~,2009)~~2010). The equity items in balance sheet apply the historical exchange rate.

As a result, the difference after the translation was concluded to be recorded as foreign exchange translation ~~losses~~gain in the condensed consolidated balance sheets.

Comprehensive Loss

The comprehensive ~~loss~~gain for the nine months ended September 30, ~~2009~~2010 was ~~$109,232,~~$6,317, as compared to a comprehensive ~~gain~~loss of ~~$ 1,051,148~~$817,128 for the nine months ended September 30, ~~2008. Page 17~~ 2009.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES. ~~CONTROLS AND PROCEDURES~~

Quarterly Evaluation of Controls

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and princi pal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As ofrequired by Rule 13a-15 under the ~~end of the period covered by this quarterly report on Form 10- QSB,~~Exchange Act,, we evaluated the effectiveness of the design and operation of (i) our disclosure controls and procedures ("Disclosure Controls"), and (ii) our internal control over financial reporting ("Internal Controls"). This evaluation ("Evaluation") was performed by our President and Chief Executive Officer for the quarter ended ~~September 30 , 2009,~~March 31, 2010, Chen Weidong ("CEO") and by our Chief Financial Officer for the quarter ended ~~September 30 , 2009.~~March 31, 2010. In this section, we present the conclusions of our CEO based on and as of the date of the ~~Evaluation,~~evaluation, (i) with respect to the effectiveness of our Disclosure Controls, and (ii) with respect to any change in our Internal Controls that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect our Internal Controls.

Our auditors, Brock, Schechter & Polakoff, LLP, an independent registered public accounting firm, reported to management on system deficiencies that constituted material weaknesses and significant deficiencies in the internal controls of the Company. The material weaknesses identified related to a lack on an independent board of directors and a lack of an independent audit committee to oversee the financial reporting process. The significant deficiency identified related to the Company not having sufficient knowledge of the necessary disclosures required under U.S. generally accepted accounting principles.

There has ~~issued a report on~~been no change in our internal control over financial reporting that occurred, during the ~~effectiveness of~~quarter ended September 30, 2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. InExcept the ~~firm's opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008.~~ following.

a)	the former chief accountant has resigned in April, and the new chief accountant, Cai wenjing, took the place.

b)	A new staff was hired to assist the 10K and 10Q preparation, in order to improve the disclosure control and procedures.

CEO and CFO Certifications

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

Disclosure Controls and Internal Controls

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

Limitations on the Effectiveness of Controls

Our management does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well developed and operated, can provide only reasonable, but not absolute assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances so of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision ~~-making~~–making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of a system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future ~~Page 18~~ conditions. Over time, control may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Scope of the Evaluation

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

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

Conclusions

Based upon the Evaluation, the deficiencies identified by our auditors were not mitigated during the quarter ended June 30, 2010 and material weaknesses and significant deficiencies existed as of June 30, 2010. Other than the deficiencies identified by our auditor, our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives. Our CEO and CFO have concluded that our disclosure controls and procedures are effective at that reasonable assurance level to ensure that material information relating to the Company is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared, and that our Internal Controls are effective at that assurance level to provide reasonable assurance that our financial statements are fairly presented ~~inconformity~~in conformity with accounting principles generally accepted in the United States. Additionally, there has been no change in our Internal Controls that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect, our Internal Controls.

Forward Looking Statements

Certain statements contained in this Report on Form ~~10-QSB,~~10-Q, including statements of the Company's current expectations, intentions, plans and beliefs, and statements containing the words "believes", "anticipates," "estimates," "expects," or "may," are forward- looking statements, as defined in Section 21D of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risk, uncertainties and other factors which may cause the actual results, performance, timing or achievements of the Company to be materially different from any results, performance, timing or achievements expressed or implied by such forward-looking statements. ~~Page 19~~

PART II - OTHER INFORMATION

Items 1 through 5 not applicable.

ITEM ~~6.EXHIBITS~~ 6. EXHIBITS

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

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

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ~~Page 20~~

SIGNATURES

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

CHINA CHANGJIANG MINING & NEW ENERGY CO.,LTD

November ~~16, 2009 /s/~~15, 2010

/s/ Chen Weidong, President ~~- ---------------------------~~

Chen Weidong,

President and Chief Executive Officer ~~(Principal~~

(Principal Executive ~~Officer and Principal Financial and Accounting~~ Officer) ~~Page 21~~