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<SEC-DOCUMENT>0001116502-03-002184.txt : 20031114
<SEC-HEADER>0001116502-03-002184.hdr.sgml : 20031114
<ACCEPTANCE-DATETIME>20031114164742
ACCESSION NUMBER:		0001116502-03-002184
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20030930
FILED AS OF DATE:		20031114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHINA RESOURCES DEVELOPMENT INC
		CENTRAL INDEX KEY:			0000793628
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190]
		IRS NUMBER:				870263643
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-26046
		FILM NUMBER:		031005394

	BUSINESS ADDRESS:	
		STREET 1:		ROOM 2105 WEST TOWER SHUN TAK CENTRE
		STREET 2:		200 CONNAUGHT ROAD C
		CITY:			SHEUNG WAN
		STATE:			K3
		ZIP:			-
		BUSINESS PHONE:		01185228107205

	MAIL ADDRESS:	
		STREET 1:		ROOM 2105 WEST TOWER SHUN TAK CENTRE
		STREET 2:		200 CONNAUGHT ROAD C
		CITY:			SHEUNG WAN HONG KONG
		STATE:			K3
		ZIP:			-

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MAGENTA CORP
		DATE OF NAME CHANGE:	19940217
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>china10qsb.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


[X]     Quarterly report pursuant to section 13 or 15(d) of the Securities
        Exchange Act of 1934

        For the quarter period ended September 30, 2003
                                     ------------------

[ ]     Transition report pursuant to section 13 or 15(d) of the Securities
        Exchange Act of 1934

        For the transition period from ___________ to _____________


                        CHINA RESOURCES DEVELOPMENT, INC.
               (Exact Name of registrant as Specified in Charter)

         Nevada                         0-26046                  87-02623643
(State or other Jurisdiction     (Commission File Number)     (IRS Employer
      of incorporation)                                      Identification No.)

                     Room 2105, West Tower, Shun Tak Centre,
                  200 Connaught Road C., Sheung Wan, Hong Kong
                          Telephone: 011-852-2810-7205
                        (Address and telephone number of
                          principal executive offices)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such requirements
for the past 90 days.

                           Yes       X        No
                                   ------           ------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 1,143,823 shares of common
stock, $0.001 par value, as of November 14, 2003.

<PAGE>

FORWARD-LOOKING STATEMENTS

         This report contains statements that constitute forward-looking
statements. Those statements appear in a number of places in this report and
include, without limitation, statements regarding the intent, belief and current
expectations of the Company, its directors or its officers with respect to the
Company's policies regarding investments, dispositions, financings, conflicts of
interest and other matters; and trends affecting the Company's financial
condition or results of operations. Any such forward-looking statement is not a
guarantee of future performance and involves risks and uncertainties, and actual
results may differ materially from those in the forward-looking statement as a
result of various factors. The accompanying information contained in this
report, including without limitation the information set forth above and the
information set forth under the heading, "Management's Discussion and Analysis
of Results of Operations and Financial Condition," identifies important factors
that could cause such differences. With respect to any such forward-looking
statement that includes a statement of its underlying assumptions or bases, the
Company cautions that, while it believes such assumptions or bases to be
reasonable and has formed them in good faith, assumed facts or bases almost
always vary from actual results, and the differences between assumed facts or
bases and actual results can be material depending on the circumstances. When,
in any forward-looking statement, the Company, or its management, expresses an
expectation or belief as to future results, that expectation or belief is
expressed in good faith and is believed to have a reasonable basis, but there
can be no assurance that the stated expectation or belief will result or be
achieved or accomplished.

                                       2

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

               CHINA RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
                    COMPREHENSIVE INCOME/(LOSS) (UNAUDITED)
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
             (Amounts in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                               Three Months Ended September 30,               Nine Months Ended September 30,
                                            ---------------------------------------        -------------------------------------
                                               2003           2002          2003            2003           2002           2003
                                            ---------        -------      ---------        -------        -------        -------
                                               RMB             RMB           US$             RMB            RMB            US$
<S>                                         <C>              <C>          <C>              <C>            <C>            <C>
NET SALES                                         853             --            103          1,297             --            157

COST OF SALES                                    (761)            --            (92)        (1,205)            --           (146)
                                            ---------        -------      ---------        -------        -------        -------
GROSS PROFIT                                       92             --             11             92             --             11

DEPRECIATION                                     (202)          (185)           (25)          (554)          (520)           (67)

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                     (17,097)        (2,457)        (2,065)       (26,985)        (8,106)        (3,259)


FINANCIAL INCOME, NET                              87            137             11            346            558             42

OTHER (EXPENSE)/INCOME, NET                     1,084           (169)           131          1,153         (4,718)           139
                                            ---------        -------      ---------        -------        -------        -------
LOSS FROM CONTINUING
  OPERATIONS BEFORE INCOME
  TAXES                                       (16,036)        (2,674)        (1,937)       (25,948)       (12,786)        (3,134)

INCOME TAXES                                       --             --             --             --             --             --
                                            ---------        -------      ---------        -------        -------        -------
LOSS FROM CONTINUING
  OPERATIONS                                  (16,036)        (2,674)        (1,937)       (25,948)       (12,786)        (3,134)

DISCONTINUED OPERATIONS

  Income from operations of discontinued
    supermarket segment (including gain
    on disposal of RMB327 in 2003),
    net of taxes of RMB0                           --             88             --            366            312             45
                                            ---------        -------      ---------        -------        -------        -------

NET LOSS                                      (16,036)        (2,586)        (1,937)       (25,582)       (12,474)        (3,089)
                                            ---------        -------      ---------        -------        -------        -------
Other comprehensive income/(loss):
  foreign currency translation
    adjustments                                    (4)            (3)            (1)            (4)           109             (1)
                                            ---------        -------      ---------        -------        -------        -------
COMPREHENSIVE LOSS                            (16,040)        (2,589)        (1,938)       (25,586)       (12,365)        (3,090)
                                            =========        =======      =========        =======        =======        =======
GAIN/(LOSS) PER SHARE: basic and
  Diluted
   Continuing operations                       (15.56)         (3.19)         (1.88)        (28.75)        (15.13)         (3.47)
   Discontinued operations                         --           0.10             --           0.41           0.37           0.05
                                            ---------        -------      ---------        -------        -------        -------
                                               (15.56)         (3.09)         (1.88)        (28.34)        (14.76)         (3.42)
                                            =========        =======      =========        =======        =======        =======

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                     1,030,345        837,823      1,030,345        902,702        837,823        902,702
                                            =========        =======      =========        =======        =======        =======
</TABLE>

See notes to condensed consolidated financial statements

                                       3
<PAGE>
               CHINA RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
             (Amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
                                                          September 30,    December 31,    September 30,
                                                                   2003            2002             2003
                                                          -------------    ------------    -------------
                                                                    RMB             RMB              US$
                                                  Notes     (Unaudited)          (Note)      (Unaudited)
<S>                                               <C>          <C>             <C>               <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                      12,249           4,082            1,479
  Trading securities                                                749           1,185               90
  Trade receivables                                                 277              --               34
  Inventories - finished goods                                        -             649               --
  Other receivables, deposits and prepayments                       790           6,916               95
  Short term loans receivable                                     1,113           3,498              135
  Amounts due from employees                                         --             190               --
                                                               --------        --------          -------
TOTAL CURRENT ASSETS                                             15,178          16,520            1,833
PROPERTY AND EQUIPMENT                              3             2,679           6,468              324
INVESTMENTS                                                      48,000          63,000            5,797
VALUE-ADDED TAX RECEIVABLE                                           --           3,124               --
GOODWILL                                                          5,865              --              708
                                                               --------        --------          -------
TOTAL ASSETS                                                     71,722          89,112            8,662
                                                               ========        ========          =======

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                                  154             256               19
  Other payables and accrued liabilities            4             4,196           8,984              507
  Current portion of capital lease                                  140              --               17
  Income taxes                                                       --              50               --
  Amounts due to related companies                                  366             366               44
                                                               --------        --------          -------
TOTAL CURRENT LIABILITIES                                         4,856           9,656              587
Capital lease net of current portion                                365              --               44
                                                               --------        --------          -------
TOTAL LIABILITIES                                                 5,221           9,656              631
                                                               --------        --------          -------

SHAREHOLDERS' EQUITY
  Preferred stock, authorized -
    10,000,000 shares in 2003 and 2002
      Series B preferred  stock,  US$0.001  par value:
        Authorized - 320,000 shares
        Issued and outstanding - 320,000 shares
          in 2003 and 2002                                            3               3               --
  Common stock, US$0.001 par value:
   Authorized - 200,000,000 shares
   Issued and outstanding - 1,143,823 shares
     in 2003 and 837,823 shares in 2002                               9               7                1
Additional paid-in capital                                      181,681         169,052           21,942
Reserves                                                         28,028          28,028            3,385
Accumulated deficit                                            (143,374)       (117,792)         (17,316)
Accumulated other comprehensive gains                               154             158               19
                                                               --------        --------          -------
TOTAL SHAREHOLDERS' EQUITY                                       66,501          79,456            8,031
                                                               --------        --------          -------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                                         71,722          89,112            8,662
                                                               ========        ========          =======
</TABLE>

Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.

See notes to condensed consolidated financial statements.

                                       4
<PAGE>
               CHINA RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                          Nine months ended September 30,
                                                          -------------------------------
                                                            2003        2002        2003
                                                          -------     -------     -------
                                                            RMB         RMB          US$

<S>                                                        <C>        <C>           <C>
Net cash provided by/(used in) operating activities         1,562     (14,611)        188
                                                          -------     -------     -------
INVESTING ACTIVITIES
  Purchases of property and equipment                        (418)        (25)        (50)
  Proceeds from disposal of property and equipment            151          --          18
  Repayment of principal of capital leases                   (118)         --         (14)
  Advances of short term loans to third parties                --     (12,190)         --
  Repayment of short term loans from third parties            159      22,048          19
                                                          -------     -------     -------
Net cash (used in)/provided by investing activities          (226)      9,833         (27)
                                                          -------     -------     -------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock                    6,637          --         802
                                                          -------     -------     -------

Net cash provided by/(used in) discontinued operations        194        (353)         23
                                                          -------     -------     -------

NET INCREASE/(DECREASE) IN CASH AND CASH
   EQUIVALENTS                                              8,167      (5,131)        986

Cash and cash equivalents, at beginning of period           4,082       7,627         493
                                                          -------     -------     -------
Cash and cash equivalents, at end of period                12,249       2,496       1,479
                                                          =======     =======     =======

Non-cash investing activities:
  Property and equipment acquired by capital lease            637          --          77
                                                          =======     =======     =======

Business acquisition:
  Fair value of assets acquired                             6,197          --         748
  Liabilities assumed                                        (203)         --         (24)
                                                          -------     -------     -------
  Common stock issued                                       5,994          --         724
                                                          =======     =======     =======
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>
               CHINA RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                  (Amounts in thousands, except per share data)

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 with the instructions to Form 10-QSB and Item 310(b) of
         Regulation S-B. Accordingly, they do not include all of the information
         and footnotes required by accounting principles generally accepted in
         the United States of America for complete financial statements. In the
         opinion of management, all adjustments (consisting of normal recurring
         accruals) considered necessary for a fair presentation have been
         included. Operating results for the three-month and nine-month periods
         ended September 30, 2003, are not necessarily indicative of the results
         that may be expected for the year ending December 31, 2003.

         The balance sheet at December 31, 2002 has been derived from the
         audited financial statements at that date but does not include all of
         the information and footnotes required by accounting principles
         generally accepted in the United States of America for complete
         financial statements. For further information, refer to the
         consolidated financial statements and footnotes thereto included in the
         Company's annual report on Form 10-KSB for the year ended December 31,
         2002.

         For the convenience of the reader, amounts in Renminbi ("RMB") have
         been translated into United States dollars ("US$") at the rate of
         US$1.00 = RMB8.28 quoted by the People's Bank of China as at September
         30, 2003. No representation is made that the RMB amounts could have
         been, or could be, converted into US$ at that rate.

         Certain comparative amounts have been reclassified to conform with the
         current period classifications.

2.       SHAREHOLDERS' EQUITY

         On July 15, 2003, options to purchase 160,000 shares of the Company's
         Common Stock for US$2.95 per share were exercised and the Company
         issued 160,000 shares for US$472. On August 18, 2003, the board of
         directors granted options to certain employees to purchase 46,000
         shares of the Company's Common Stock at an exercise price of US$7.165,
         exercisable from August 19, 2003 until August 19, 2006. On August 20,
         2003, the options to purchase the 46,000 shares of the Company's Common
         Stock for US$7.165 per share were exercised and the Company issued the
         shares for US$330.

3.       PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
                                                    September 30,    December 31,
                                                             2003            2002
                                                           ------          ------
                                                              RMB             RMB
<S>                                                         <C>             <C>
         At cost:
           Buildings                                          536           4,260
           Machinery, equipment and motor vehicles          3,930           4,144
           Fixtures and furniture                             219             219
                                                           ------          ------
                                                            4,685           8,623

         Accumulated depreciation                          (2,006)         (2,155)
                                                           ------          ------
                                                            2,679           6,468
                                                           ======          ======
</TABLE>

                                       6
<PAGE>

         As at September 30, 2003, property and equipment included a leased
         motor vehicle with cost and accumulated depreciation of RMB1,039
         (US$125) and RMB75 (US$9), respectively.

4.       OTHER PAYABLES AND ACCRUED LIABILITIES

<TABLE>
<CAPTION>
                                                    September 30,    December 31,
                                                             2003            2002
                                                            -----           -----
                                                              RMB             RMB
<S>                                                         <C>             <C>
         Advances from a company owned by a former
          vice president                                       --           3,710
         Accrued salaries of a director                     1,507           1,488
         Other payables                                       734           1,674
         Accrued liabilities                                1,955           2,112
                                                            -----           -----
                                                            4,196           8,984
                                                            =====           =====
</TABLE>

5.       TRADING SECURITIES

         Included in other income/(expenses) for the nine months ended September
         30, 2003 and 2002 are unrealized gains/(losses) on trading securities
         of (RMB50) (US$6) and (RMB2,007) (US$242), respectively. Included in
         other income/(expenses) for the three months ended September 30, 2003
         and 2002 are unrealized gains/(losses) on trading securities of
         (RMB748) (US$90) and RMB5,992 (US$724), respectively.

6.       DISPOSITION OF ASSETS

         Pursuant to an agreement dated April 22, 2003, the Company disposed of
         its entire interest in Zhuhai Zhongwei Development Company Ltd.
         ("Zhuhai Zhongwei") to a third party affiliated with a former vice
         president. The Company recognized a gain of approximately RMB327
         (US$39) from the disposition which was recorded in the second quarter
         of 2003. The sales price was RMB6,000 (US$725) and was fully settled by
         offsetting against amounts due to a company owned by the former vice
         president. As a result of the disposition, the Company has ceased
         supermarket operations. The carrying amount of the major classes of
         assets and liabilities included in the disposal include cash of
         RMB1,725 (US$208), inventories of RMB679 (US$82), other receivables,
         deposits and prepayments of RMB205 (US$25) and trade and other payables
         and other liabilities of RMB1,036 (US$125).

7.       BUSINESS ACQUISITION

         On August 29, 2003, the Company acquired a100% equity interest in
         Isense Limited, a Hong Kong company ("Isense"), for total consideration
         of US$724 (the "Purchase Consideration"). The Company has satisfied the
         Purchase Consideration by issuing 100,000 shares of the Company's
         unregistered restricted common stock to the former sole equity owners
         of Isense. The acquisition has been accounted for as a purchase and
         goodwill (all of which is expected to be tax deductible) of RMB5,865
         was recorded on acquisition. The results of operations of Isense have
         been included in the condensed, consolidated financial statements since
         the date of acquisition.

         The following table summarizes the estimated fair values of the assets
         acquired and the liabilities assumed at the date of the acquisition.
         The allocation of the purchase price is subject to refinement.

<TABLE>
<CAPTION>

                                        RMB             US$
                                     ------          ------
<S>                                   <C>               <C>
         Current assets                 332              40
         Goodwill                     5,865             708
         Current liabilities           (203)            (24)
                                      -----             ---
         Net assets acquired          5,994             724
                                      =====             ===
</TABLE>

         The Company acquired Isense to provide advertising, promotion and
         public relations services in Hong Kong and mainland China to both local
         and international customers.

8.       INVESTMENTS
                                                        RMB        US$
                                                       ------     -----

         Cost method investments comprise:

         Investment in Hainan Sundiro
           Motorcycle Co., Ltd (Sundiro)
           at December 31, 2002                        63,000     7,609

         Valuation allowance for the
           nine months ended September 30, 2003        15,000     1,812
                                                       ------     -----
                                                       48,000     5,797
                                                       ======     =====

                                       7
<PAGE>

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

         NET SALES AND GROSS PROFIT

         Sales for the nine months ended September 30, 2003 consisted of trading
of copper of RMB1,058,000 (US$128,000) with zero gross profit margin, and
revenues from our advertising and public relations services of RMB239,000
(US$29) with gross profit margin of 38%. Net sales from supermarket operations
included in discontinued operations totaled RMB1,758,000 (US$212,000) and
RMB5,479,000 (US$662,000) for the nine months ended September 30 2003 and 2002,
respectively. Profit from discontinued supermarket operations is reported net of
income tax expense, if any.

         Sales for the third quarter of 2003 consisted of trading of copper of
RMB614,000 (US$74,000) with zero gross profit margin, and revenues from our
advertising and public relations services of RMB239,000 (US$29) with gross
profit margin of 38%.

         Since its establishment in late 1999, the contribution of supermarket
operations to the Company's profitability has been insignificant. The Company
sold the equity interest in its supermarket subsidiary in April 2003. The
disposition is expected to improve operating and management efficiency, allowing
management to focus on exploring other investment opportunities.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative expenses increased by RMB18,879,000
(US$2,280,000) or 233% to RMB26,985,000 (US$3,259,000) for the nine months ended
September 30, 2003 from RMB8,106,000 (US$979,000) for the nine months ended
September 30, 2002. The increase was primarily attributable to the write off of
VAT receivables of RMB3,124,000 (US$378,000), the provision made on loan
receivable and interest from an unaffiliated third party of RMB2,684,000
(US$324,000) and impairment loss on investment of RMB15,000,000 (US$1,812,000).
The increase was partially offset by a reduction of salary to the Company's CEO
by approximately RMB954,000 (US$115,000) and the reduction of legal and
professional fees in 2003.

         Selling, general and administrative expenses increased by RMB14,640,000
(US$1,768,000) or 596% to RMB17,097,000 (US$2,065,000) for the third quarter of
2003 from RMB2,457,000 (US$297,000) for the third quarter of 2002. The increase
was primarily attributable to impairment loss on investment of RMB15,000,000
(US$1,812,000) provided in the third quarter of 2003. The increase was partially
offset by a reduction of legal and professional fees in 2003.

         FINANCIAL INCOME, NET

         Net financial income decreased by RMB212,000 (US$26,000) or 38.0 % to
RMB346,000 (US$42,000) for the nine months ended September 30, 2003 from
RMB558,000 (US$67,000) for the nine months ended September 30, 2002. The
decrease was primarily attributable to the decrease in short term loans to
unaffiliated third parties.

         Net financial income decreased by RMB50,000 (US$6,000) or 36.5% to
RMB87,000(US$11,000) for the third quarter of 2003 from RMB137,000 (US$17,000)
for the third quarter of 2002. The decrease was primarily attributable to the
decrease in short term loans to unaffiliated third parties.

         OTHER (EXPENSE)/INCOME, NET

         Other income, net for the nine months ended September 30, 2003
primarily consisted of a net gain on trading of marketable securities of
RMB1,135,000 (US$137,000) and gain on disposal of fixed assets of RMB25,000
(US$3,000). Net income/(expenses) for the nine months ended September 30, 2002
represented a net loss on trading of marketable securities of RMB4,839,000
(US$584,000) offset by arrangement fee income on short term loans of RMB119,000
(US$14,000).

         Other income, net for the third quarter of 2003 and 2002 primarily
consisted of a net gain/(loss) on trading of marketable securities.

                                       8
<PAGE>

         INCOME TAXES

         It is management's intention to reinvest all income attributable to the
Company earned by its operations outside the US. Accordingly, no US corporation
income taxes are included in these consolidated financial statements.

         Under the current laws of the BVI, dividends and capital gains arising
from the Company's investments in the BVI are not subject to income taxes and no
withholding tax is imposed on payments of dividends to the Company.

         NET LOSS

         Net loss, which increased by RMB13,450,000 (US$1,624,000) and
RMB13,108,000 (US$1,583,000) for the three months and nine months ended
September 30, 2003, respectively, was primarily attributable to impairment loss
on investment of RMB15,000,000 (US$1,812,000) which was partially offset by a
reduction of salary of the Company's CEO and legal and professional fees in
2003.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company's primary liquidity needs are to fund operating expenses
and to expand business operations. The Company has financed its working capital
requirements primarily through internally generated cash.

         The Company had a working capital surplus of approximately
RMB10,322,000 (US$1,247,000) as of September 30, 2003, compared to that of
approximately RMB6,864,000 (US$829,000) as of December 31, 2002. Net cash
provided by operating activities for the nine months ended September 30, 2003
was approximately RMB1,562,000 (US$188,000), as compared to net cash used in
operating activities of RMB14,611,000 (US$1,765,000) for the corresponding
period in 2002. Net cash inflows/outflows from the Company's operating
activities are attributable to the Company's net loss and changes in operating
assets and liabilities. Net cash provided by investing activities for the nine
months ended September 30, 2002 was primarily attributable to advances and
repayments of short term loans to/from third parties.

         Except as disclosed above, there have been no other significant changes
in financial condition and liquidity since the fiscal year ended December 31,
2002. The Company believes that internally generated funds will be sufficient to
satisfy its anticipated working capital needs for at least the next twelve
months.

         MARKET RISK AND RISK MANAGEMENT POLICIES

         All of the Company's sales and purchases are made domestically and are
denominated in RMB. Accordingly, the Company and its subsidiaries do not have
material market risk with respect to currency fluctuation. As the reporting
currency of the Company's consolidated financial statements is also RMB, there
is no significant translation difference arising on consolidation. However, the
Company may suffer exchange loss when it converts RMB to other currencies, such
as the Hong Kong Dollar or United States Dollar.

         The Company's interest income is sensitive to changes in the general
level of RMB interest rates. In this regard, changes in RMB interest rates
affect the interest earned on the Company's cash equivalents. At September 30,
2003, the Company's cash equivalents are primarily RMB, Hong Kong Dollar and
United States Dollar deposits with financial institutions, bearing market
interest rates without fixed term.

         At September 30, 2003, the Company had short-term investments in
trading securities in the Hong Kong and United States stock markets with a total
market value of RMB749,000 (US$90,000). These investments expose the Company to
market risks that may cause the future value of these investments to be lower
than the original cost of such investments.

                                       9
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

         On November 12, 2003, the Company's management concluded its evaluation
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. As of the Evaluation Date, the Company's Chief
Executive Officer and its Chief Financial Officer concluded that the Company
maintains disclosure controls and procedures that are effective in providing
reasonable assurance that information required to be disclosed in the Company's
reports under the Securities Act of 1934 (Exchange Act) is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to the
Company's management, including its Chief Executive Officer and its Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. The Company's management necessarily applied its judgment in
assessing the costs and benefits of such controls and procedures, which, by
their nature, can provide only reasonable assurance regarding management's
control objectives. There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect these
controls subsequent to the Evaluation Date.

                                       10
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS:

         On June 17, 2003, Billion Luck Company Limited, a wholly owned
subsidiary of the Company, initiated a lawsuit in the High Court of the Hong
Kong Special Administrative Region, Court of First Instance, under the caption
"Billion Luck Company Limited and Lee Kwong Yin." Billion Luck sought to recover
approximately US$322,085, plus interest at the rate of 10% from May 27, 2003,
arising out of the defendant's default under a loan agreement and related
promissory note in favor of Billion Luck. The defendant failed to file a defense
to the action and Billion Luck sought a judgment by default.

         On August 12, 2003, the High Court of the Hong Kong Special
Administrative Region adjudged that the defendant pay to Billion Luck
approximately US$322,085 due to the defendant's default under a loan agreement
and promissory note. The Company is unable to predict whether it will be able to
collect upon the award of the Court.

ITEM 2.  CHANGES IN SECURITIES:

         On July 15, 2003, options to purchase 160,000 shares of the Company's
Common Stock for US$2.95 per share were exercised and the Company issued 160,000
shares for US$472,000. On August 18, 2003, the board of directors granted
options to certain employees to purchase 46,000 shares of the Company's Common
Stock at an exercise price of US$7.165, exercisable from August 19, 2003 until
August 19, 2006. On August 20, 2003, the options to purchase the 46,000 shares
of the Company's Common Stock for US$7.165 per share were exercised and the
Company issued the shares for US$330,000.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES:

         NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

         NONE

ITEM 5.  OTHER INFORMATION:

         NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:

10.17    Acquisition  Agreement dated August 25, 2003 by and among the
         Registrant,  Isense Limited, Ngan Chiu Wai Jenny and Kwok Kwan Hung.

31.1     CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
         of 2002.

31.2     CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
         of 2002.

32.1     CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
         of 2002.

32.2     CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
         of 2002.

         During the three months ended September 30, 2003, the Company filed no
current report on Form 8-K.

                                       11
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                   CHINA RESOURCES DEVELOPMENT, INC.





November 14, 2003                  By:/s/ Ching Lung Po
                                      --------------------------------------
                                      Ching Lung Po, Chief Executive Officer



                                   By:/s/ Tam Cheuk Ho
                                      -------------------------------------
                                      Tam Cheuk Ho, Chief Financial Officer

                                       12


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>3
<FILENAME>acquisitionagmt1017.txt
<DESCRIPTION>ACQUISITION AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.17

                              ACQUISITION AGREEMENT


      THIS ACQUISITION AGREEMENT ("Agreement") is made as of August 25, 2003, by
and among China Resources Development, Inc., a Nevada corporation (the
"Purchaser"); Isense Limited, a Hong Kong company (the "Company "), and Ngan
Chiu Wai Jenny and Kwok Kwan Hung, the sole existing shareholders of the Company
(collectively the "Sellers").

                                    RECITALS

      WHEREAS, Ngan Chiu Wai Jenny and Kwok Kwan Hung each own ten (10) shares
of HK$1.00 par value each, representing 50% of the issued share capital of the
Company individually, and the Sellers together own twenty (20) shares of HK$1.00
par value each, representing 100% of the issued share capital of the Company;

      WHEREAS, the Purchaser wishes to acquire twenty (20) shares of the
Company, representing 100% of the issued shares of HK$1.00 par value each of the
share capital of the Company (hereinafter collectively referred to as the
"Company Stock") and the Sellers wish to sell to the Purchaser the Company Stock
on the terms and conditions set forth herein;


      NOW, THEREFORE, in consideration of the premises herein contained, the
mutual covenants hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto covenant and agree as follows:

                                      TERMS

      1. PURCHASE AND SALE. Subject to the terms and conditions hereinafter set
forth, at the time of the closing referred to in Section 2 hereof (hereinafter
called the "Closing Date"), the Purchaser shall purchase the Company Stock from
the Sellers and the Sellers shall sell the Company Stock to the Purchaser for
the consideration set forth in Section 2 thereof.

      2. PURCHASE CONSIDERATION. The aggregate purchase consideration for the
Company Stock shall be the sum of U.S.$724,000 (the "Purchase Consideration").
At the time of the closing, the Purchaser shall satisfy the Purchase
Consideration by issuing and delivering to the Sellers One Hundred Thousand
(100,000) shares of restricted common stock of the Purchaser, with a par value
of $.001 per share (hereinafter the "Purchaser Common Stock"), which will be
issued at U.S.$7.24 per share of Purchaser Common Stock, representing the
closing price of the common stock of the Purchaser as quoted on the Nasdaq Small
Cap Market on August 22, 2003, being the immediate trading day prior to the date
of the Agreement.

      3. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents,
warrants and covenants to the Purchaser, all of which representation and
warranties shall be true at the time of the Closing Date and shall survive the
Closing Date for a period of two (2) years therefrom, that:

      a. The Company is duly organized, validly existing and in good standing
under the laws of Hong Kong. Certified copies of the Memorandum and Articles of
Association for the Company have heretofore been furnished by the directors of
the Company to the Purchaser and such documents are true and correct copies of
the Memorandum and Articles of Association of the Company and include all
amendments thereto through the date hereof. The Company's authorized capital
consists of ten thousand (10,000) shares of HK$1.00 par value each and it has
twenty (20) shares issued and outstanding, all of which are owned by the
Sellers, free and clear of any lien or encumbrance. The Company Stock was duly
authorized, validly issued and is fully-paid and non-assessable;

      b. The Company's principal activities consist of the provision of
advertising, promotions and public relations services in Hong Kong and mainland
China;

                                       1
<PAGE>

      c. The financial information, consisting of unaudited financial statements
of the Company for the year ended December 31, 2002 and for the period from
January 1, 2003 to March 31, 2003, attached hereto as Exhibits 1 and 2 prepared
by the Company, constitute true and correct statements of all material facts, as
of such date, of the financial condition of the Company and of its assets,
liabilities and income, and from such date and until the Closing Date, no
dividends or distributions of capital, surplus, or profits has been paid or
declared by the Company (in redemption of its outstanding shares or otherwise),
other than those disclosed in writing to the Purchaser. There are no contingent
liabilities not reflected in the unaudited financial statements. The unaudited
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in Hong Kong.

      d. Since March 31, 2003, the Company has not experienced any material
adverse changes with respect to their business condition (financial or
otherwise), results of operations, assets, contracts, liabilities or property.

      e. The Company has complied, in all material respects, with the terms and
provisions of all agreements to which they are a party and all laws, rules,
regulations and orders to which they or their assets are subject.

      f. The Company has not violated any law, rule, regulation or order, and is
not involved in any pending or threatened litigation, which would materially
adversely affect its financial condition as shown in its financial information
referenced in Section 3.c above, which have not been provided for or referred to
in such financial information or otherwise disclosed to the Purchaser.

      g. The Company has all of the necessary corporate power and authority to
execute, deliver and perform this Agreement.

      h. The execution, delivery and performance of this Agreement have been
duly authorized by the Company. This Agreement constitutes a valid binding
obligation of the Company enforceable in accordance with its terms, except as
the enforceability thereof may be limited by applicable bankruptcy, insolvency
or similar laws affecting creditors' rights and by general principles of equity.
The execution, delivery and performance by the Company of this Agreement and the
consummation of the other transactions contemplated by this Agreement to be
performed by the Company do not and will not require the authorization, consent,
permit or approval of, or declaration to or filing with, any court, regulatory
or public body or governmental authority or other third party not already
obtained or made, or result in the creation of any lien, security interest,
charge or encumbrance upon the capital stock or assets of the Company.

      i. Neither the execution or delivery of this Agreement, nor the
performance, observance or compliance with the terms and provisions of this
Agreement, will violate any provision of law, any order of any court or other
governmental agency, the Articles of Incorporation or By-laws of the Company or
any indenture, agreement or other instrument to which the Company is a party, or
which the Company is bound or by which any of its property is bound.

      j. The Company shall not, from the date hereof through the Closing Date,
engage in any transaction other than transactions in the normal course of the
operation of its business, except as specifically authorized by the Purchaser in
writing.

      4. REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers represent
and warrant to the Purchaser, all of which representation and warranties shall
be true at the time of the Closing Date and shall survive the Closing Date for a
period of two (2) years therefrom, that:

      a. The Sellers have, and will have at the Closing Date, good and
marketable title to all of the shares of the Company that they are selling
pursuant to this Agreement, free and clear of any and all liens or encumbrances.

      b. The Sellers have the full power to sell and transfer their shares in
the capital of the Company upon the terms provided for in this Agreement. This
Agreement constitutes a valid binding obligation of the Sellers enforceable in
accordance with its terms, except as the enforceability thereof may be limited
by applicable bankruptcy, insolvency or similar laws affecting creditors' rights
and by general principles of equity. The execution, delivery and performance by
the Sellers of this Agreement and the consummation of the other transactions
contemplated by this Agreement to be performed by the Sellers do not and will
not require the authorization, consent, permit or approval of, or declaration to


                                       2
<PAGE>

or filing with, any court, regulatory or public body or governmental authority
or other third party not already obtained or made, or result in the creation of
any lien, security interest, charge or encumbrance upon the capital stock or
assets of the Company.

      c. The Sellers understand that, in connection with the issuance of the
Purchaser Common Stock (i) the Purchaser is relying upon an exemption from
registration under the Securities Act of 1933, as amended (the "Securities
Act"), which relates to "transactions by an issuer not involving any public
offering," and applicable regulations promulgated by the U.S. Securities and
Exchange Commission ("SEC") thereunder or other exemption under such act; and
(ii) the Purchaser is also relying upon the accuracy of the representations of
the Sellers set forth in this Section 4 as an inducement to issue the Purchaser
Common Stock under this Agreement.

      d. The Sellers have been afforded (i) the opportunity to ask such
questions as they have deemed necessary of, and to receive answers from,
representatives of the Purchaser concerning the merits and risks of investing in
the Purchaser Common Stock, (ii) access to public information about the
Purchaser and the Purchaser's financial condition, results of operations,
business, properties, management and prospects sufficient to enable it to
evaluate its investment in the Purchaser Common Stock, and (iii) the opportunity
to obtain such additional public information that is necessary to make an
informed decision with respect to the Purchaser Common Stock. The Sellers
acknowledge that the Purchaser makes Filings (as hereinafter defined) under the
Exchange Act (as hereinafter defined) and that the Filings may be viewed and
printed at the web site of the SEC at www.sec.gov.

      e. The Sellers are able to bear the economic risk of an investment in the
Purchaser Common Stock and, at the present time, is able to afford a complete
loss of such investment.

      f. The Sellers have such knowledge, sophistication and experience in
business and financial matters so as to be able of evaluating the merits and
risks of the prospective investment in the Purchaser Common Stock, and have so
evaluated the merits and risks of such investment.

      g. The Sellers are not a "U.S. person" as such term is defined in
Regulation S promulgated under the Securities Act. The transactions contemplated
by this Agreement are being negotiated and entered into outside the United
States and neither of the Sellers is a citizen or resident of the United States.

      h. The Sellers are acquiring the Purchaser Common Stock for their own
account for investment and not with a view to distribution.

      i. The Sellers understand that resale or transfer of the Purchaser Common
Stock may only be undertaken pursuant to an effective registration statement
under the Securities Act or pursuant to an available exemption from the
registration requirements of the Securities Act. In connection with any transfer
of any Purchaser Common Stock other than pursuant to an effective registration
statement under the Securities Act, the Purchaser may require that the
transferor provide to the Purchaser an opinion of counsel, reasonably
satisfactory to the Purchaser, to the effect that such transfer does not require
registration of such Purchaser Common Stock under the Securities Act.

      j. The Sellers acknowledge and agree that the Purchaser Common Stock are
subject to certain restrictions on public resale as set forth above and that the
Purchaser is under no obligation to register, or assist in the registration of,
the Purchaser Common Stock under the Securities Act or to make any exemption
from registration under the Securities Act available.

      k. Notwithstanding anything set forth in this Agreement to the contrary,
the Sellers acknowledge that after the acquisition of the Company, the Purchaser
may negotiate with third parties for the possible issuance of additional shares
of common stock of the Purchaser to acquire other corporations by the exchange
of common stock or for the sale of additional shares of common stock to increase
the operating capital of the Purchaser or for other legitimate corporate
purposes. Therefore, the Sellers acknowledge and consent that the number of
shares outstanding and number of shareholders of the Purchaser may change after
the date hereof and the financial condition of Purchaser may change to reflect
the results of any such issuances for assets of another corporation or may
change to reflect the proceeds from a future sale of common stock.

                                       3
<PAGE>

      l. The representations and warranties of the Company set forth in this
Agreement are true and correct in all material respects.

      5. REPRESENTATION AND WARRANTIES BY THE PURCHASER. The Purchaser
represents, warrants and covenants to the Sellers, all of which representations
and warranties shall be true at the time of the Closing Date and shall survive
the Closing Date for a period of two (2) years therefrom, that:

      a. The Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada and has the corporate power
to own its properties and carry on its business as now being conducted.

      b. The Purchaser has all of the necessary corporate power and authority to
execute, deliver and perform this Agreement and to issue and deliver the
Purchaser Common Stock and any other shares of the Purchaser's common stock
required to be delivered hereunder.

      c. The execution, delivery and performance of this Agreement have been
duly authorized by the Purchaser. This Agreement constitutes a valid binding
obligation of the Purchaser enforceable in accordance with its terms, except as
the enforceability thereof may be limited by applicable bankruptcy, insolvency
or similar laws affecting creditors' rights and by general principles of equity.
The execution, delivery and performance by the Purchaser of this Agreement, the
consummation of the Exchange, the issuance and sale of the Purchaser Common
Stock to the Sellers, and the consummation of the other transactions
contemplated by this Agreement to be performed by the Purchaser do not and will
not require the authorization, consent, permit or approval of, or declaration to
or filing with, any court, regulatory or public body or governmental authority
or other third party not already obtained or made, or result in the creation of
any lien, security interest, charge or encumbrance upon the capital stock or
assets of the Purchaser.

      d. The Purchaser has complied, in all material respects, with the terms
and provisions of all agreements to which it is a party and all laws, rules,
regulations and orders or to which it or its assets are subject.

      e. Neither the execution or delivery of this Agreement, nor the issuance
of the Purchaser Common Stock or other shares to be issued hereunder, nor the
performance, observance or compliance with the terms and provisions of this
Agreement, will violate any provision of law, any order of any court or other
governmental agency, the Articles of Incorporation or By-laws of the Purchaser
or any indenture, agreement or other instrument to which the Purchaser is a
party, or which the Purchaser is bound or by which any of its property is bound.

      f. The Purchaser Common Stock deliverable hereunder will, upon their
delivery in accordance with the terms hereof, be duly authorized, validly
issued, fully paid and non-assessable.

      g. All of the issued and outstanding shares of common stock of the
Purchaser are and the Purchaser Common Stock shall be when issued, (i) duly
authorized, validly issued, fully paid and non-assessable. (ii) listed for
trading on the NASDAQ Small Cap Market (Nasdaq: CHRB) (except that the Purchaser
Common Stock will be restricted stock and not freely tradable thereon), and the
Purchaser has received no notice that its Common Stock is subject to being
delisted therefrom.

      h. The Purchaser and its subsidiaries, if any, have complied with all
applicable foreign, federal and state laws, rules and regulations in all
material respects, including, without limitation, the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
Securities Act.

      i. The Purchaser is required to file reports under Section 12(g) of the
Exchange Act, and is current in its filing thereunder. All of the filings made
by the Purchaser under the Securities Act or the Exchange Act ("Filings") comply
with the requirements thereof and the rules and regulations of the Securities
and Exchange Commission thereunder in all material respects. None of the Filings
made by the Purchaser contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

      j. The Purchaser hereby acknowledges that the Company Stock are not
registered under the Securities Act or the laws of any other jurisdiction and
are subject to restrictions on their transfer and resale under applicable
federal and state law.

                                       4
<PAGE>

      The Purchaser understands that (i) in agreeing to sell and transfer its
Company Stock to the Purchaser in accordance with this Agreement, the Sellers
are relying upon an exemption from registration under the Securities Act, which
relate to private resales of restricted securities; and (ii) the Sellers are
also relying upon the securities laws of any state on the basis that the
transactions contemplated herein are exempt from the registration requirements
of such laws.

      k. The Company and the Sellers have made available to the Purchaser the
opportunity to ask questions of and receive answers from the Company concerning
the terms and conditions of the Exchange and to obtain any additional
information from the Company or the Sellers desired by the Purchaser concerning
the Company or the Sellers.

      l. That the investment by the Purchaser in the Company Stock is a suitable
investment for the Purchaser, given the investment goals and objectives of the
Company.

      m. The Purchaser has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of an
investment in the Company Stock. The Purchaser understands the effect of
acquiring the Company Stock and the differing rights, restrictions and
obligations of a holder of the Company Stock.

      n. The Purchaser has had access to and has thoroughly reviewed all
documents and instruments, including but not limited to the Memorandum and
Articles of Association of the Company, and have been able to obtain such
information, and has had the opportunity to ask all questions of, and receive
answers from the Company and the Sellers, which it deems necessary or relevant
to an investment in the Company Stock and has utilized such opportunity to the
extent deemed necessary by the Purchaser to allow it to make a fully informed
decision to purchase the Company Stock described herein.

      o. The Purchaser is purchasing the Company Stock for its own account, for
investment purposes only, and not with a view to the sale, pledge,
hypothecation, or other distribution or disposition thereof or of any interest
therein.

      p. The Purchaser understands that resale or transfer of the Company Stock
will be prohibited indefinitely unless the Company Stock is registered under the
Act or an exemption from such registration is available and such resale or
transfer will not otherwise violate federal or state securities laws.

      6. CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER. The obligations of the
Purchaser to consummate the transactions pursuant to Sections 1 and 2 is subject
to the following conditions as of the Closing Date.

      a. The Purchaser shall not have discovered any material error or
misstatement in any of the representations and warranties made by the Sellers or
the Company and all of the terms and conditions of this Agreement to be
performed and complied with prior to the Closing Date have been performed and
complied with on or prior to the Closing Date.

      b. The Company and the Sellers are in material compliance with all
covenants set forth herein.

      c. There have been no material adverse changes in the condition
(financial, business or otherwise) of the Company from March 31, 2003 to the
Closing Date;

      d. The Company and the Sellers have received all corporate, regulatory and
other third party approvals and authorizations necessary to consummate the
transactions contemplated herein.

      7. CONDITIONS TO THE OBLIGATIONS OF THE SELLERS AND THE COMPANY. The
obligations of the Sellers and the Company hereunder are subject to the
following conditions:

      a. The Sellers or the Company shall not have discovered any material error
or misstatement in any of the representations or warranties made by the
Purchaser herein and all the terms and conditions of the Agreement to be
performed and complied with by the Purchaser herein to the Closing Date have
been performed and complied with on or prior to the Closing Date.

                                       5
<PAGE>

      b. The Purchaser is in material compliance with all covenants set forth
herein.

      c. As of the Closing date, the Purchaser shall have received all
corporate, regulatory and other third party approvals and authorizations
necessary to consummate the transactions contemplated herein.

      8. CLOSING DATE. The Closing Date shall take place on August 29, 2003 at
the offices of the Purchaser, Room 2105, 21/F, West Tower, Shun Tak Centre, 200
Connaught Road Central, Sheung Wan, Hong Kong, or at such other time and place
as the parties hereto shall mutually agree. Otherwise, this Agreement shall
terminate on August 29, 2003.

      9. ACTIONS AT CLOSING. At closing, the Purchaser and the Sellers will each
deliver, or cause to be delivered to the other, the securities to be exchanged
in accordance with Section 1 and 2 of this Agreement. Each party shall pay any
and all taxes required to be paid in connection with the issuance and delivery
of its own securities. All share certificates shall be in the name of the party
to which the same are deliverable except the Sellers' shares, which will be
accompanied by an instrument of transfer executed in favor of the Purchaser.

      In addition, the following shall occur at Closing:

      a. The Purchaser will deliver to the Sellers certified copies of all
corporate resolutions and other corporate proceedings taken by the Company to
authorize the execution, delivery and performance of this Agreement.

      b.    The Company will deliver to the Purchaser:

            (1) all registration certificates, statutory books, minute books and
common seal of the Company, all accounts books and all documents and papers in
connection with the affairs of the Company and all documents of title relating
to the Company's assets (unless already in the possession of the Purchaser) as
are reasonably required by the Purchaser.

            (2) certified copies of resolutions of the directors and
shareholders of the Company electing or appointing (as the case may be) such
number of new directors and officers of the Company as may be designated by the
Purchaser.

      10.   CONFIDENTIAL INFORMATION: DELIVERY; RETURN: NON-DISCLOSURE.

      a. Delivery of Information. Until the earlier of the Closing Date or the
termination of this Agreement (such date hereinafter the "Termination Date"),
pursuant to the terms of this Agreement:

      (1) The Company has provided and will provide the Purchaser and its
officers, directors, employees, agents, counsel, accountants, financial
advisors, consultants and other representatives (together "Purchaser
Representatives") with full access, upon reasonable prior notice, to all
officers, employees and accountants of the Company and to its assets,
properties, contracts, books, records and all such other information and data
concerning the business and operations of the Company as the Purchaser
Representatives reasonably may request in connection with such investigation,
but only to the extent that such access does not unreasonably interfere with the
business and operations of the Company.

      (2) The Purchaser has provided and will provide the Sellers and the
Company and its officers, directors, employees, agents, counsel, accountants,
financial advisors, consultants and other representatives (together "Sellers
Representatives") with full access, upon reasonable prior notice, to all
officers, employees and accountants of the Company and to its assets,
properties, contracts, books, records and all such other information and data
concerning the business and operations of the Purchaser as the Sellers
Representatives reasonably may request in connection with such investigation.

      b. Acknowledgments: definitions:

      (1) The Purchaser has been and, pursuant to the terms of this Section,
shall continue to be privy to certain proprietary and confidential information
of the Company and/or the Sellers (the "Company Confidential Information"). As


                                       6
<PAGE>

used herein, the term "Company Confidential Information" shall include, but not
be limited to, any and all information or documentation whatsoever which has
been disclosed or made available to the Purchaser by the Company or the Sellers,
regarding their products, services, techniques, manufacturing or other
processes, activities, businesses, properties, operations, clients, customers,
prospective clients, price lists, suppliers, business associates, equipment,
Trade Secrets (as defined herein), computer software, scientific discoveries,
experiments, data, equipment designs, training, devices, charts, manuals,
payroll, financial statements and improvements thereto and any other information
or materials disclosed or delivered to the Purchaser which the disclosing party
may from time to time designate and treat as confidential, proprietary or as a
trade secret, including all information relating (directly or indirectly) to the
material set forth in the Company business plan delivered or to be delivered to
the Purchaser.

      (2) The Company and/or the Sellers have been and, pursuant to the terms of
this Section, shall continue to be privy to certain proprietary and confidential
information of the Purchaser (the "Purchaser Confidential Information"). As used
herein, the term "Purchaser Confidential Information" shall include, but not be
limited to, any and all information or documentation whatsoever which has been
disclosed or made available to the Company and/or the Sellers regarding its
products, services, techniques, manufacturing or other processes, activities,
businesses, properties, operations, clients, customers, prospective clients,
price lists, suppliers, business associates, equipment, Trade Secrets (as
defined herein), computer software, scientific discoveries, experiments, data,
equipment designs, training devices, charts, manuals, payroll, financial
statements and improvements thereto and any other information or materials
disclosed or delivered to the Company and/or the Seller which the disclosing
party may from time to time designate and treat as confidential, proprietary or
as a trade secret.

      (3) Reference to "Confidential Information" herein shall include and
relate to both the Company Confidential Information and the Purchaser
Confidential Information.

      (4) As used herein, the term "Trade Secret" shall mean the whole or any
portion of any formula, pattern, device, combination of devices, or compilation
of information which is for use, or is used in the operation of the other
party's businesses and which provides such party's business an advantage, or an
opportunity to obtain an advantage, over those who do not know or use it. For
purposes of interpretation hereunder the following shall apply:

      Irrespective of novelty, invention, patentability, the state of the prior
art, and the level of skill in the business, art or field to which the subject
matter pertains, when the owner thereof takes measures to prevent it from
becoming available to persons other than those selected by the owner to have
access thereto for limited purposes, a trade secret is considered to be secret,
of value, for use or in use by the business, and of advantage to the business,
or providing an opportunity to obtain an advantage, over those who do not know
or use it.

      In addition, a "Trade Secret" shall include information (not readily
compiled from publicly available sources) which has been made available by the
Company and/or the Sellers to the Purchaser by the Purchaser to the Company
and/or the Sellers, as the case may be, during the course of their involvement
with each other, including but not limited to the names, addresses, telephone
numbers, qualifications, education, accomplishments, experience and resumes of
all persons who have applied or been recruited for employment, for either or
both permanent and temporary jobs, job order specifications and the particular
characteristics and requirements of persons generally hired by the disclosing
party, as well as specific job listings from companies with whom the disclosing
party does, or attempts to do, business, as well as mailing lists, computer
runoffs, financial or other information not generally available to others.

      c.    Non-Disclosure: the Purchaser:

      (1) The Purchaser, for itself, its officers, employees, directors, agents,
affiliates, subsidiaries, independent contractors, and related parties (all of
whom are to be deemed included in any reference herein to the Purchaser) agrees
that it will not at any time during or after the termination or expiration of
this Agreement, except as authorized or directed herein or in writing by the
Company and/or the Sellers, use for the Purchaser's own benefit, copy, reveal,
sell, exchange or give away, disclose, divulge or make known or available in any
manner to any person, firm, corporation or other entity (whether or not the
Purchaser receives any benefit therefrom), any the Company Confidential
Information.

                                       7
<PAGE>

      (2) The Purchaser will take all actions necessary to ensure that the
Company Confidential Information is maintained as secret and confidential and
its disclosure shall only be made, to the extent necessary, to a limited group
of the Purchaser's employees, officers and/or directors who are actually engaged
in the evaluation of the Company Confidential Information; provided, however,
the Purchaser acknowledges and agrees that it shall be responsible and held
liable for the actions or inactions of such employees, officers and directors
(regardless whether or not such actions or inactions are within their scope of
employment) with respect to the maintenance of the secrecy and confidentiality
of the Company Confidential Information.

      (3) The Purchaser understands that if it discloses to others, use for its
own benefit (other than as part of an agreement with the Company and the
Sellers, which contemplates such use) or for the benefit of any person or entity
other than the Company and/or the Sellers, copies or makes notes of any such the
Company Confidential Information, such conduct will constitute a breach of the
confidence and trust bestowed upon the Purchaser by the Company and the Sellers
and will constitute a breach of this Agreement and render the Purchaser
responsible for any and all damages suffered by the Company and/or the Sellers
as a result thereof.

      (4) Provided, however, notwithstanding the foregoing, the terms of this
subsection (c) shall not be applicable to any information which the Purchaser is
compelled to disclose by judicial or administrative process or by other
requirements of law (including, without limitation, in connection with obtaining
the necessary approvals of the Exchange of governmental or regulatory
authorities).

      (5) The Purchaser's obligations under this Section 10(c) shall terminate
at the Closing of the transactions contemplated by this Agreement.

      d. Non-Disclosure: the Company and the Sellers:

      (1) The Company and the Sellers, for themselves, their officers,
employees, directors, agents, affiliates, subsidiaries, independent contractors,
and related parties (all of whom are to be deemed included in any reference
herein to the Company and the Sellers) agree that they will not at any time
during or after the termination or expiration of any agreement or negotiations
for an agreement with the Purchaser, except as authorized or directed herein or
in writing by the Purchaser, use for the Company and the Sellers' own benefit,
copy, reveal, sell, exchange or give away, disclose, divulge or make known or
available in any manner to any person, firm, corporation or other entity
(whether or not the Company and the Sellers receive any benefit therefrom), any
Purchaser Confidential Information.

      (2) The Company and the Sellers will take all actions necessary to ensure
that the Purchaser Confidential Information is maintained as secret and
confidential and its disclosure shall only be made, to the extent necessary, to
a limited group of the Company and/or the Sellers' own employees, officers,
directors and/or professional advisors who are actually engaged in the
evaluation of the Purchaser Confidential Information; provided, however, the
Company and the Seller acknowledge and agree that they shall be responsible and
held liable for the actions or inactions of such employees, officers, directors
and/or professional advisors (regardless whether or not such actions or
inactions are within their scope of employment) with respect to the maintenance
of the secrecy and confidentiality of the Purchaser Confidential Information.

      (3) The Company and the Sellers understand that if they disclose to
others, uses for their own benefit (other than as part of an agreement with the
Purchaser, which contemplates such use) or for the benefit of any person or
entity other than the Purchaser, copies or makes notes of any such Purchaser
Confidential Information, such conduct will constitute a breach of the
confidence and trust bestowed upon the Company and the Sellers by the Purchaser
and will constitute a breach of this Agreement and render the Company and the
Sellers severally responsible for any and all damages suffered by the Purchaser
as a result thereof.

      (4) Provided, however, notwithstanding the foregoing, the terms of this
subsection (d) shall not be applicable to any information which the Company
and/or the Sellers are compelled to disclose by judicial or administrative
process or by other requirements of law (including, without limitation, in
connection with obtaining the necessary approvals of the Exchange of
governmental or regulatory authorities).

                                       8
<PAGE>

      e. Return of Information:

      (1) At any time after the Termination Date, upon request of the Company or
the Sellers, the Purchaser will, and will cause the Purchaser Representatives
to, promptly (and in no event later than five days after such request) redeliver
or cause to be redelivered to the Company all the Company Confidential
Information and destroy or cause to be destroyed all notes, memoranda,
summaries, analyses, compilations and other writings relating thereto or based
thereon prepared by the Purchaser or any Purchaser Representative. Such
destruction shall be certified in writing to the Company by an authorized
officer supervising such destruction.

      (2) At any time after the Termination Date, upon request of the Purchaser,
the Sellers and/or the Company will, and will cause the Company Representatives
to, promptly (and in no event later than five days after such request) redeliver
or cause to be redelivered to the Purchaser all Purchaser Confidential
Information and destroy or cause to be destroyed all notes, memoranda,
summaries, analyses, compilations and other writings relating thereto or based
thereon prepared by the Sellers, the Company or the Company Representatives.
Such destruction shall be certified in writing to the Purchaser by an authorized
officer supervising such destruction.

      11. EQUITABLE RELIEF. The Purchaser and the Sellers agree that money
damages would not be a sufficient remedy for any breach of any provision set
forth in Sections 10, 12 or 13 by the other, and that, in addition to all other
remedies which any party hereto may have, each party will be entitled to
specific performance and injunctive or other equitable relief as a remedy for
any such breach. No failure or delay by any party hereto in exercising any
right, power or privilege hereunder will operate as a waiver thereof, nor will
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power or privilege hereunder.

      12. CONDUCT AND BUSINESS.

      a. Between the date hereof and the Closing Date, the Company shall conduct
its business in the same manner in which it has heretofore been conducted, and
the Sellers will not permit the Company to; (l) enter into any contracts,
agreements, arrangements, etc., other than in the ordinary course of business,
or (2) declare or make any distribution of any kind to the shareholders of the
Company without first obtaining the written consent of the Purchaser.

      b. Between the date hereof and the Closing Date, the Purchaser shall
conduct its business in the same manner in which it has heretofore been
conducted, and the Purchaser will not; (1) enter into any contracts, agreements,
arrangements, etc., other than in the ordinary course of business, or (2)
declare or make any distribution of any kind to the shareholders of the
Purchaser without first obtaining the written consent of the Company.

      13. NO PUBLIC DISCLOSURE.

      a. The Company and the Sellers hereby acknowledge that they are aware (and
that the Company Representatives who have been apprised of this Agreement and
the Sellers' consideration of the transactions contemplated herein have been, or
upon becoming so apprised will be advised) of the restrictions imposed by
federal and state securities laws on a person possessing material "non-public"
information about a company with a class of securities registered under the
Exchange Act. In this regard, the Sellers agree that while it is in possession
of material non-public information with respect to the Purchaser and its
subsidiaries, the Sellers will not purchase or sell any securities of the
Purchaser, or communicate such information to any third party, in violation of
any such laws.

      b. Without the prior written consent of the other, neither the Sellers or
the Company, on the one hand, nor the Purchaser, on the other, will, and will
each cause their respective representatives not to, make any release to the
press or other public disclosure with respect to either the fact that
discussions or negotiations are taking place concerning the transactions
contemplated herein , the existence or contents of this Agreement or any prior
correspondence relating to this transaction, except for such public disclosure
as may be necessary, in the written opinion of outside counsel (reasonably
satisfactory to the other party) for the party proposing to make the disclosure
not to be in violation of or default under any applicable law, regulation or
governmental order. If either party proposes to make any disclosure based upon
such an opinion, that party will deliver a copy of such opinion to the other
party, together with the text of the proposed disclosure, as far in advance of
its disclosure as is practicable, and will in good faith consult with and
consider the suggestions of the other party concerning the nature and scope of
the information it proposes to disclose.

                                       9
<PAGE>

      14. BROKERAGE FEE. Each party hereto represents that no brokers have been
employed in this transaction for which the other party could or will become
liable.

      15. AGREEMENT TO INDEMNIFY. Subject to the terms and conditions of this
Section, the Purchaser hereby agrees for a period of two (2) years to indemnify,
defend and hold the Company and the Sellers harmless from and against all
demands, claims, actions or causes of action, assessments, losses, damages,
liabilities, costs and expenses, including without limitation, interest,
penalties, court costs and reasonable attorneys fees (including paralegal and
law clerk fees and other legal expenses and costs) and expenses, asserted
against, relating to, imposed upon or incurred by the Company or the Sellers by
reason of or resulting from a breach of (i) any representation or warranty given
by the Purchaser contained in or made pursuant to this Agreement, or (ii) any
provision set forth in this Agreement to be performed by the Purchaser or the
Purchaser Representatives.

      Subject to the terms and conditions of this Section, the Company and the
Sellers hereby agree to indemnify, defend and hold the Purchaser harmless from
and against all demands, claims, actions or causes of action, assessments,
losses, damages, liabilities, costs and expenses, including without limitation,
interest, penalties, court costs and reasonable attorneys' fees (including
paralegal and law clerk fees and other legal expenses and costs) and expenses,
asserted against, relating to, imposed upon or incurred by the Purchaser by
reason of or resulting from a breach of (i) any representation or warranty given
by the Company or the Sellers contained in or made pursuant to this Agreement,
or (ii) any provision set forth in this Agreement to be performed by the
Sellers, the Company or the Company Representatives.

      All of the foregoing are hereinafter collectively referred to as "Claims"
and singularly as a "Claim."

      a. Conditions of Indemnification. The obligations and liabilities of the
Sellers, the Company and the Purchaser, with respect to Claims resulting from
the assertion of liability by third parties, shall be subject to the following
terms and conditions:

      (1) The party hereto seeking indemnification (the "Indemnitee") will give
the other party hereto (the "Indemnitor") notice of any such Claim reasonably
promptly after the Indemnitee receives notice thereof, and the Indemnitor will
undertake the defense thereof by representatives of its own choosing.

      (2) In the event that the Indemnitor, within ten (10) business days after
notice of any such Claim, fails to defend such Claim, the Indemnitee will (upon
giving written notice to the Indemnitor) have the right, but not the obligation,
to undertake the defense, compromise or settlement of such Claim on behalf of
and for the account and risk of the Indemnitor, subject to the right of the
Indemnitor to assume the defense of such Claim at any time prior to settlement,
compromise or final determination thereof.

      (3) Anything in this Section to the contrary notwithstanding, if there is
a reasonable probability that a Claim may materially and adversely affect the
Indemnitee other than as a result of money damages or other money payments, the
Indemnitee shall have the right to defend, compromise or settle such Claim, in
good faith, on behalf of and for the account and risk of the Indemnitor.
However, the Indemnitee shall not, without the Indemnitor's written consent,
settle or compromise any Claim or consent to entry of any judgment which does
not include an unconditional release from all liability in respect of such
Claim, other than liability specified in the settlement, from the claimant or
plaintiff to the Indemnitor and the Indemnitee. To the greatest extent
reasonably possible, the parties shall attempt to obtain general releases from
such plaintiff or claimant.

      16. COST AND EXPENSES. Each party hereto shall pay its own costs and
expenses incident to the negotiation and preparation of this Agreement and to
the consummation of the transaction contemplated herein.

      17. MISCELLANEOUS.

      a. Waiver: Strict Construction. No change or modification of this
Agreement shall be valid unless the same is in writing and signed by all the
parties hereto. No wavier of any provision of this Agreement shall be valid
unless in writing and signed by the person against whom sought to be enforced.
The failure of any party at any time to insist upon strict performance of any
condition, promise, agreement or understanding set forth and shall not be
construed as a waiver of relinquishment of the right to insist upon strict


                                       10
<PAGE>

performance of the same condition, promise, agreement or understanding at a
future time.

      b. Entire Agreement. This Agreement, together with all schedules and
exhibits, sets forth all of the promises, agreements, conditions,
understandings, warranties and representations among the parties hereto, and
there are no promises, agreements, conditions, understandings, warranties or
representations, oral or written, express or implied, among them other than as
set forth herein. This Agreement is, and is intended by the parties to be, an
integration of any and all prior agreements or understandings, oral or written.

      c. Headings. The headings in this Agreement are inserted for convenience
of reference only and are not to be used in construing or interpreting the
provisions of this Agreement.

      d. Counterparts. This Agreement may be executed in two or more identical
counterparts, each of which will be deemed an original and all of which will
constitute one instrument.

      e. Construction. Unless the context clearly otherwise requires the use of
the singular will include the plural and the use of the plural will include the
singular, and the use of any gender will include the other two genders.

      f. Severability. If a covenant or provision provided in this Agreement is
deemed to be contrary to law, that covenant or provision will be deemed
separable from the remaining covenants and provisions of this Agreement, and
will not affect the validity, interpretation, or effect of the other provisions
of either this Agreement or any agreement executed pursuant to it or the
application of that covenant or provision to other circumstances not contrary to
law.

      g. Computation of Time. Whenever the last day for the exercise of any
privilege or the discharge of any duty hereunder falls upon Saturday, Sunday, or
any public or legal holiday, whether Nevada or federal, the party having the
privilege or duty will have until 5:00 p.m. Pacific Standard Time on the next
succeeding regular business day to exercise the privilege or discharge the duty.

      h. Interpretation. No provision of this Agreement will be construed
against or interpreted to the disadvantage of any party by any court or other
governmental or judicial authority by reason of such party having or being
deemed to have structured or dictated such provision.

      i. Governing Law. This Agreement and the obligations of the parties
hereunder will be interpreted, construed, and enforced in accordance with the
Laws of Hong Kong.

      j. Attorneys' Fees. In the event a lawsuit is brought by either party to
enforce or interpret the terms hereof, or for any dispute arising out of this
transaction, the party prevailing in any such lawsuit shall be entitled to
recover from the non-prevailing party its costs and expenses thereof, including
its legal fees in reasonable amount and prejudgment and post-judgment interest
at the highest rate allowable under Hong Kong law.

      k. Assignment. This Agreement shall not be assignable by either party
without the prior written consent of the other.

      1. Notices. All notices, requests, instructions or other documents to be
given hereunder shall be in writing and sent by registered mail:

If to the Purchaser, then:

China Resources Development, Inc.
Room 2105, 21/F., West Tower,
Shun Tak Centre, 200 Connaught Road Central,
Sheung Wan,
Hong Kong
Attn: Mr. Bell Tam

                                       11
<PAGE>

If to the Company, then:

Isense Limited
Room 2302-2303 Connaught Commercial Building,
185 Wanchai Road,
Wanchai,
Hong Kong
Attn: Miss Ngan Chiu Wai Jenny


If to the Sellers then:

Room 2302-2303 Connaught Commercial Building,
185 Wanchai Road,
Wanchai,
Hong Kong
Attn: Miss Ngan Chiu Wai Jenny/Mr. Kwok Kwan Hung

      m. Benefit and Burden. This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their legatees, distributees,
estates, executors or administrators, successors and assigns, and personal and
legal representatives.

                                       12
<PAGE>

      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
each party hereto as of the date first above written.

THE PURCHASER:
CHINA RESOURCES DEVELOPMENT, INC., A NEVADA CORPORATION



By:         /s/ Tam Cheuk Ho
            -------------------------------------
            Tam Cheuk Ho
Its:        Director and Chief Financial Officer


ATTEST:     /s/ Wong Wah On
            -------------------------------------
            Wong Wah On
Its:        Secretary

THE SELLERS:



By:         /s/ Ngan Chiu Wai Jenny
            -------------------------------------
            Ngan Chiu Wai Jenny


By:         /s/ Kwok Kwan Hung
            -------------------------------------
            Kwok Kwan Hung

THE COMPANY:
ISENSE LIMITED, A HONG KONG COMPANY



By:         /s/ Ngan Chiu Shing Eric
            -------------------------------------
            Ngan Chiu Shing Eric
Its:        Director


ATTEST:     /s/ Ngan Chiu Wai Jenny
            -------------------------------------
            Ngan Chiu Wai Jenny
Its:        Secretary

                                       13
<PAGE>
                                                                       EXHIBIT 1

                         Unaudited Financial Statements


                                 ISENSE LIMITED

                      For the year ended December 31, 2002

                                       14
<PAGE>

ISENSE LIMITED

STATEMENTS OF OPERATIONS

Year ended December 31, 2002

(Amounts in HK$)


TURNOVER                                     3,310,378

Cost of services rendered                   (2,102,986)
                                            ----------

Gross profit                                 1,207,392

Other revenue                                   30,365
Administrative expenses                     (1,124,610)
                                            ----------

PROFIT BEFORE TAX                              113,147

Tax                                                 --
                                            ----------

NET PROFIT FOR THE YEAR                        113,147

Accumulated losses at beginning of year       (251,821)
                                            ----------

ACCUMULATED LOSSESS AT END OF YEAR            (138,674)
                                            ==========

                                       15
<PAGE>

ISENSE LIMITED

BALANCE SHEETS

December 31, 2002

(Amounts in HK$)


CURRENT ASSETS
Cash and cash equivalents      107,977
Trade receivables              483,876
Other receivables                  822
                              --------
                               592,675

CURRENT LIABILITIES
Trade payables                 264,823
Accruals                        20,303
Due to shareholders            446,203
                              --------
                               731,329

NET LIABILITIES               (138,654)
                              ========


CAPITAL AND RESERVE
Share capital                       20
Accumulated deficits          (138,674)
                              --------
                              (138,654)
                              ========

                                       16
<PAGE>
                                                                       EXHIBIT 2


                         Unaudited Financial Statements


                                 ISENSE LIMITED

              For the period from January 1, 2003 to March 31, 2003



                                       17
<PAGE>

ISENSE LIMITED

STATEMENTS OF OPERATIONS

Period from January 1, 2003 to March 31, 2003

(Amounts in HK$)


TURNOVER                                       147,700

Cost of services rendered                     (263,418)
                                              --------

Gross loss                                    (115,718)

Administrative expenses                       (133,326)
                                              --------

LOSS BEFORE TAX                               (249,044)

Tax                                                 --
                                              --------

NET LOSS FOR THE PERIOD                       (249,044)

Accumulated losses at beginning of period     (138,674)
                                              --------

ACCUMULATED LOSSESS AT END OF PERIOD          (387,718)
                                              ========

                                       18
<PAGE>

ISENSE LIMITED

BALANCE SHEETS

March 31, 2003

(Amounts in HK$, except share data)


CURRENT ASSETS
Cash and cash equivalents         31,504
Trade receivables                122,315
Other receivables                    822
                                --------
                                 154,641

CURRENT LIABILITIES
Trade payables                    65,333
Other payables and accruals       30,803
Due to shareholders              446,203
                                --------
                                 542,339

NET LIABILITIES                 (387,698)
                                ========


CAPITAL AND RESERVE
Share capital                         20
Accumulated deficits            (387,718)
                                --------
                                (387,698)
                                ========

                                       19



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>certification311.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
                                                                    EXHIBIT 31.1


          CERTIFICATION PURSUANT TO RULE 13a-15(e) OR 15d-15(e) OF THE
            SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ching Lung Po, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of China Resources
     Development, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the small business issuer as of, and for, the periods presented in this
     report;

4.   The small business issuer's other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
     the small business issuer and have:

     a) designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the small business issuer,
     including its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which this report
     is being prepared;


     b) evaluated the effectiveness of the small business issuer's disclosure
     controls and procedures and presented in this report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and


     c) disclosed in this report any change in the small business issuer's
     internal control over financial reporting that occurred during the small
     business issuer's most recent fiscal quarter (the small business issuer's
     fourth fiscal quarter in the case of an annual report) that has materially
     affected, or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and

5.   The small business issuer's other certifying officer(s) and I have
     disclosed, based on our most recent evaluation of internal control over
     financial reporting, to the small business issuer's auditors and the audit
     committee of small business issuer's board of directors (or persons
     performing the equivalent functions):

     a) all significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the small business issuer's ability to record,
     process, summarize and report financial information; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the small business issuer's
     internal control over financial reporting.

Date: November 14, 2003

/s/ Ching Lung Po
- -----------------------
Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>certification312.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
                                                                    EXHIBIT 31.2


          CERTIFICATION PURSUANT TO RULE 13a-15(e) OR 15d-15(e) OF THE
            SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tam Cheuk Ho, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of China Resources
     Development, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the small business issuer as of, and for, the periods presented in this
     report;

4.   The small business issuer's other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
     the small business issuer and have:

     a) designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the small business issuer,
     including its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which this report
     is being prepared;


     b) evaluated the effectiveness of the small business issuer's disclosure
     controls and procedures and presented in this report our conclusion about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and


     c) disclosed in this report any change in the small business issuer's
     internal control over financial reporting that occurred during the small
     business issuer's most recent fiscal quarter (the small business issuer's
     fourth fiscal quarter in the case of an annual report) that has materially
     affected, or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and;


5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the small business issuer's auditors and the audit committee of small
     business issuer's board of directors (or persons performing the equivalent
     functions):


     a) all significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the small business issuer's ability to record,
     process, summarize and report financial information; and


     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the small business issuer's
     internal control over financial reporting.


Date:  November 14, 2003

/s/ Tam Cheuk Ho
- -----------------------
Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>certification321.txt
<DESCRIPTION>CERTIFICATION
<TEXT>

                                                                    EXHIBIT 32.1

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of China Resources Development,
Inc. (the "Company") on Form 10-QSB for the quarter ended September 30, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Ching Lung Po, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.



/s/ Ching Lung Po

Ching Lung Po
Chief Executive Officer
November 14, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>certification322.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
                                                                    EXHIBIT 32.2

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of China Resources Development,
Inc. (the "Company") on Form 10-QSB for the quarter ended September 30, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Tam Cheuk Ho, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.



/s/ Tam Cheuk Ho

Tam Cheuk Ho
Chief Financial Officer
November 14, 2003




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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