UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  February 10, 2004

CHINA RESOURCES DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)

Room 2105, West Tower, Shun Tak Centre,

200 Connaught Road C, Sheung Wan, Hong Kong

(Address of Principal Executive Office) (Zip Code)

011-852-2810-7205

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

Item 2.   Acquisition or Disposition of Assets.

On February 10, 2004, the Registrant’s wholly-owned subsidiary, Hainan Cihui Industrial Co. Ltd. (“HARC”), disposed of its 100% equity interest in Shenzhen Xubu Investment Co. Ltd. (“Xubu”) to an unaffiliated third party, effective January 1, 2004, for total consideration of Rmb17,256,000 (US$2,084,058) (the “Purchase Consideration”). Xubu was formed to seek investment opportunities in China; however, no such opportunities were consummated. The assets of Xubu mainly consisted of fixed assets and cash. The Purchase Consideration was offset by capital in the amount of Rmb16,025,910 (US$1,935,496) that had been withdrawn from Xubu by HARC. The net Purchase Consideration to be received by HARC is Rmb1,230,090 (US$148,562), which is due and payable on or before May 10, 2004.

(“Rmb” refers to Renminbi yuan, the lawful currency of the People’s Republic of China. Translation of amounts from Renminbi to U.S. dollars have been made at the single rate of exchange as quoted by the People’s Bank of China (the “PBOC Rate”) on December 31, 2003, which was US$1.00 = Rmb8.28. The Renminbi is not freely convertible into foreign currencies, and no representation is made that the Renminbi amounts referred to herein could have been or could be converted into U.S. dollars at the PBOC Rate or at all.)

Item 7.   Financial Statements and Exhibits.

(a)

Financial Statements.

None.

(b)

Pro Forma Financial Information

The unaudited pro forma financial information includes (1) a pro forma condensed consolidated statement of operations for the year ended December 31, 2002 (2) pro forma condensed consolidated statements of operations for the three months and nine months ended September 30, 2003, and (3) a pro forma condensed consolidated balance sheet as of September 30, 2003. The historical financial information has been derived from the audited financial statements included in the Company’s annual report on Form 10-KSB for the year ended December 31, 2002, and the unaudited financial statements included in the Company’s quarterly report on Form 10-QSB for the quarter ended September 30, 2003. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements used in the preparation of such pro forma financial statements. The pro forma financial information presented in not necessarily indicative of that which would have been attained had the transaction occurred at an earlier date.

The assumptions used in developing the pro forma adjustments include (1) all historical expenses and income for the periods concerned would have been diminished had the disposition occurred at the beginning of such periods, and (2) the sales proceeds would remain the same had the disposition occurred on the balance sheet date.

2

(c)

Exhibits.

The following exhibit is filed with this report:

3

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, hereunto duly authorized.

4

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

FOR THE YEAR ENDED DECEMBER 31, 2003

(Amounts in thousands, except share and per share data)

————————

Note: Pro forma adjustments present adjustments to the results of operations to reflect the disposition of Xubu as if it had occurred on January 1, 2002 and applicable historical expenses of the Company for the year 2002 would have been adjusted accordingly.

F-1

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003

(Amounts in thousands, except share and per share data)

————————

Note: Pro forma adjustments present adjustments to the results of operations to reflect the disposition of Xubu as if it had occurred on January 1, 2003 and applicable historical expenses of the Company for the periods concerned would have been adjusted accordingly.

F-2

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2003

(Amounts in thousands, except share and per share data)

————————

Note: Pro forma adjustments present adjustments to the September 30, 2003 balance sheet to reflect the disposition of Xubu as if it had occurred on September 30, 2003.

F-3

INDEX TO EXHIBITS