UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _______________
 Amendment
No. 1 to
 FORM
10-Q
 _______________
  x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended March 31, 2008
   o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the transition period from
______to______.
  CHINA
GROWTH DEVELOPMENT, INC.
 (Exact
name of registrant as specified in Charter)
  DELAWARE
              
              333-109458
              
              13-4204191(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (Commission
      File No.)
              
              (IRS
      Employee Identification No.)
  927
Canada Court
 City
of Industry, California 91748
 (Address
of Principal Executive Offices)
 _______________
  (626)
581-9098
 (Issuer
Telephone number)
 _______________
 
  5499
North Federal Highway, Suite D, Boca Raton, Florida 33487
 (561)
989-3600
 (Former
Name or Former Address if Changed Since Last Report)
   Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x Noo
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
  Large
      Accelerated Filer o
              Accelerated
      Filer o
              Non-Accelerated
      Filer o
              Smaller
      Reporting Company x
 
 Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
 Yes o  No x
 
 State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of as of May 20, 2008:  32,379,073  shares of Common Stock.
 
 
  
 
  CHINA
GROWTH DEVELOPMENT, INC.
 
 FORM
10-Q
  March
31, 2008
  INDEX
  PART
I-- FINANCIAL INFORMATION
    Item
      1.
              Financial
      StatementsItem
      2.
              Management’s
      Discussion and Analysis of Financial ConditionItem
      3
              Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
              Control
      and Procedures
   PART
II-- OTHER INFORMATION
  Item
      1
              Legal
      ProceedingsItem
      1A
              Risk
      FactorsItem
      2.
              Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
              Defaults
      Upon Senior SecuritiesItem
      4.
              Submission
      of Matters to a Vote of Security HoldersItem
      5.
              Other
      InformationItem
      6.
              Exhibits
      and Reports on Form 8-K
   SIGNATURE
   
   Item 1. Financial Information
  
  
 CHINA
GROWTH DEVELOPMENT, INC.
 (an
exploration stage company)
 
 FINANCIAL
STATEMENTS
 
 AS OF
MARCH 31, 2008
 
 
 
 
  China Growth Development, Inc.(FKA
      Teeka Tan Products, Inc. and Subsidiary)Consolidated
      Balance SheetsMarch
      31,
                
                
                December
      31,2008
                
                
                2007(Unaudited)
                
                
                (Audited)ASSETSCURRENT
      ASSETS:Cash
                
                $
                3,742
                
                
                $
                1,707Accounts
      receivable, net
                
                
                22,983
                
                
                
                18,336Due
      from third party
                
                
                3,200
                
                
                
                3,400Due
      from related party
                
                
                1,000
                
                
                
                -Prepaid
      expenses
                
                
                7,524
                
                
                
                -Inventory
                
                
                42,630
                
                
                
                59,353Total
      currents assets
                
                
                81,079
                
                
                
                82,796Property
      and equipment, net
                
                
                3,033
                
                
                
                10,346Deposits
                
                
                -
                
                
                
                -TOTAL
      ASSETS
                
                $
                84,112
                
                
                $
                93,142LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccount
      payable
                
                $
                -
                
                
                $
                3,562Due
      from related party
                
                
                42,916
                
                
                
                -Accrued
      expenses
                
                
                18,334
                
                
                
                35,101Accrued
      interest
                
                
                87,824
                
                
                
                76,156Accrued
      payroll
                
                
                9,000
                
                
                
                9,000Note
      payable
                
                
                200,000
                
                
                
                200,000Total
      current liabilities
                
                
                358,074
                
                
                
                323,819COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      DEFICITPreferred
      stock $.0001 par value 10,000 shares
                
                
                -
                
                
                
                -shares
      authorized 0 shares issued and  outstandingCommon
      stock $.0001 par value 200,000,000 shares authorized879,073
      shares issued and outstanding
                
                
                88
                
                
                
                88Additional
      paid-in capital
                
                
                2,128,350
                
                
                
                2,128,350Accumulated
      deficit
                
                
                (2,402,400
                )
                
                
                (2,359,115
                )TOTAL
      STOCKHOLDERS' DEFICIT
                
                
                (273,962
                )
                
                
                (230,677
                )$
                
                
                
                $TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                
                84,112
                
                
                
                93,142
  See
accompanying notes to consolidated financial statements.
   1
  China
      Growth Development, Inc.(FKA
      Teeka Tan Products, Inc. and Subsidiary)Consolidated
      Statements of Operations(Unaudited)For
      the Three Months Ended March 31,2008
                
                
                2007Sales
                
                $
                29,793
                
                
                $
                92,059Cost
      of goods sold
                
                
                18,362
                
                
                
                61,060Gross
      Profit
                
                
                11,431
                
                
                
                30,999OPERATING
      EXPENSES:Salary
      expense officers'
                
                
                -
                
                
                
                75,000Legal
      and professional fees
                
                
                20,684
                
                
                
                20,062Compensation
                
                
                7,160
                
                
                
                14,031Depreciation
                
                
                1,124
                
                
                
                3,870Other
      general and adiminstrative expenses
                
                
                8,891
                
                
                
                162,927TOTAL
      OPERATING EXPENSES
                
                
                37,859
                
                
                
                275,890Net
      loss from operations
                
                
                (26,428
                )
                
                
                (244,891
                )Other
      (Income) and ExpensesLoss
      on sale of fixed assets
                
                
                5,189
                
                
                
                -Interest
      expense
                
                
                11,668
                
                
                
                4,933Total
      other (income) expenses
                
                
                16,857
                
                
                
                4,933Net
      loss before income taxes
                
                
                (43,285
                )
                
                
                (249,824
                )Income
      taxes
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                (43,285
                )
                
                $
                (249,824
                )Weighted
      average number of common sharesoutstanding
      Basic and Fully Diluted
                
                
                879,073
                
                
                
                836,581Basic
      and Fully diluted net loss per share
                
                $
                (0.05
                )
                
                $
                (0.30
                )
  See
accompanying notes to consolidated financial statements.
   2
  China
      Growth Development, Inc.(FKA
      Teeka Tan Products, Inc. and Subsidiary)Consolidated
      Statement of Cash Flows(Unaudited)For
      the Three Months Ended March 31,2008
                
                
                2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (43,285
                )
                
                $
                (249,824
                )Adjustments
      to reconcile net loss to net cash used inoperating
      activitiesDepreciation
                
                
                1,124
                
                
                
                1,897Bad
      debt
                
                
                -
                
                
                
                2,309Loss
      on sale of fixed assets
                
                
                5,189
                
                
                
                -Stock
      compensation
                
                
                -
                
                
                
                14,000Amortization
      of prepaid licenses
                
                
                -
                
                
                
                13,767Amortization
      of warrants and common stock
                
                
                -
                
                
                
                104,667Changes
      in operating assets and liabitiesIncrease
      in accounts receivable
                
                
                (4,647
                )
                
                
                (50,236
                )Decrease
      in inventory
                
                
                16,723
                
                
                
                23,062Increase
      in prepaid expenses
                
                
                (7,524
                )
                
                
                -Increase
      / (decrease) in accounts payable and accrued expenses
                
                
                (20,329
                )
                
                
                38,273Increase
      in accrued interest
                
                
                11,668
                
                
                
                4,931Increase
      in accrued payroll
                
                
                -
                
                
                
                75,000NET
      CASH USED IN OPERATING ACTIVITIES
                
                
                (41,081
                )
                
                
                (22,154
                )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from related party
                
                
                42,916
                
                
                
                -Proceeds
      from third party
                
                
                200
                
                
                
                -Proceeds
      from issuance of common stock
                
                
                -
                
                
                
                10,000Proceeds
      from subscription receivable
                
                
                -
                
                
                
                8,750NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                43,116
                
                
                
                18,750NET
      INCREASE (DECREASE)  IN CASH AND CASH
EQUIVALENTS
                
                
                2,035
                
                
                
                (3,404
                )CASH
      AND CASH EQUIVALENTS, Beginning
                
                
                1,707
                
                
                
                16,587CASH
      AND CASH EQUIVALENTS, Ending
                
                $
                3,742
                
                
                $
                13,183SUPPLEMENTAL
      DISCLOSURES OF CASH FLOWS INFORMATION:Interest
      paid
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -In
      March 2008 a Former Officer of the Company purchased a car from the
      Company for a receivable of $1,000
  See
accompanying notes to consolidated financial statements.
  3
  CHINA
GROWTH DEVELOPMENT, INC.
 (FKA
TEEKA TAN PRODUCTS, INC. AND SUBSIDIARY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 AS
OF March 31, 2008
 (Unaudited)
 ________________________________________________________________________________
  NOTE
1.  ORGANIZATION AND BASIS OF PRESENTATION
  IHealth
Inc. was a Delaware corporation formed in April 2002. In December 2005,Ihealth,
Inc changed its name to Teeka Tan Products Inc. Teeka Tan Products Incis
engaged in the business of marketing and retailing a broad line of highquality
value-priced sun care products in Florida through its wholly ownedsubsidiary
Teeka Tan, Inc. Teeka Tan Products Inc. and Teeka Tan, Inc. arehereafter
referred to as (the "Company"). On December 13, 2007 the Company changed its
name toChina
Growth Development, Inc.
  On
November 12, 2007, we entered into a Stock for Stock Equivalent Exchange
Agreement and Plan (the “Exchange Agreement”) with Taiyuan Rongan Business
Trading Company, Limited, a company incorporated under the laws of the Peoples
Republic of China (“TRBT”) and each of the equity owners of TRBT (the “TRBT
Shareholders”). The closing of the transaction took place on May 7, 2008 (the
“Closing Date”) and resulted in the acquisition of TRBT (the “Acquisition”).
Pursuant to the terms of the Exchange Agreement, we acquired eighty percent
(80%) of the outstanding capital contributions in TRBT (the “Interests”) from
TRBT and the TRBT Shareholders. As consideration for the interests, we issued
and transferred an aggregate of 31,500,000 shares, or 90% of the Company’s
common stock.
  TRBT is a
privately owned business entity registered in Taiyuan, Shanxi, China in December
2005 under the laws of the People’s Republic of China.  TRBT is
engaged in the business of leasing the units of shopping malls to commercial
tenants for retail, wholesale and distribution of clothes, shoes, cosmetics,
beddings, etc. TRBT holds 76.1% of the issued and outstanding capital
contributions of five subsidiaries organized in China that owns and operates
shopping malls. Prior to the closing of the Exchange Agreement, TRBT was
owned by 6 individuals: Mr. Aizhong An, Mr. Jiming Zhu, Ms. Junhui, Mr. Tianming
Wang, Mr. Renyu Zhang and Mr. Fuxi Chen (the “TRBT Shareholders”).  In
addition, the board of directors of TRBT consists of: Mr. Aizhong An, Ms.
Junhui, Mr. Renyu Zhang, Mr. Samuel Liu, Mr. Jimin Zhu, Mr. Tianming Wang and
Mr. Fuxi Chen. As a result of the Exchange Agreement, the TRBT shareholders
transferred 80% their interest in TRBT to the Company and, as a result, TRBT
became a subsidiary of the Company.
  The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the Securities and Exchange Commission for
interim financial information. Accordingly, they do not include all the
information necessary for a comprehensive presentation of financial position and
results of operations.
  It is
management's opinion however, that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.
  NOTE
2.  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
  PRINCIPLES
OF CONSOLIDATION
  The
consolidated financial statements include the accounts of the Company andits
wholly owned subsidiary, Teeka Tan, Inc. Intercompany accounts andtransactions
have been eliminated in consolidation. Certain data in the financial statementsof the
prior period has been reclassified  to conform to the current period
presentation.
  REVENUE
RECOGNITION
  Revenue
is recognized when earned, as products are completed and delivered tocustomers.
If the Company had any merchandise on consignment, the related salesfrom
merchandise on consignment would be recorded when the retailer sold suchmerchandise.
  SHIPPING
AND HANDLING COSTS
 
 Amounts
billed to customers in sales transactions related to shipping and handling
represent revenues earned for the goods provided and are included in sales.
Costs of shipping and handling are included in the cost of goods
sold.
 CASH AND
CASH EQUIVALENTS
  The
Company considers all highly liquid temporary cash investments with anoriginal
maturity of three months or less to be cash equivalents.
  ACCOUNTS
RECEIVABLE
  We
maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. If the financial
condition of customers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be
required.
  4
  USE OF
ACCOUNTING ESTIMATES
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
  INVENTORIES
  The
Company's inventories consist of purchased finished goods, labels andbottles.
Inventories are stated at lower of cost or market. Cost is determinedon the
first-in, first-out basis.
  PROVISION
FOR SLOW MOVING AND OBSOLETE INVENTORY
 
 We write
down our inventory for estimated unmarketable inventory or obsolescence equal to
the difference between the cost of inventory and the estimated market value
based on assumptions about future demand and market conditions. If actual market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required.
  PROPERTY
AND EQUIPMENT
  Property
and equipment are stated at cost, less accumulated depreciation.Depreciation
is provided using the straight-line method over the estimateduseful
lives of the individual assets. The estimated useful life of property andequipment
is between three to five years.
  FAIR
VALUE OF FINANCIAL INSTRUMENTS
  The
carrying amounts reported in the balance sheet for cash, receivables,accounts
payable, accrued expenses and notes payable approximate fair valuebased on
the short-term maturity of these instruments.
  LOSS PER
SHARE
  The
Company has adopted SFAS 128, "Earnings per Share." Loss per common shareare
computed by dividing income available to common shareholders by the weightedaverage
number of common shares outstanding during the period. Stock optionswere not
included in the computation of loss per share for the periods presentedbecause
their inclusion is anti-dilutive. At March 31, 2008 and December 31,2007 the
Company had convertible notes and accrued interest of $287,824and
$276,156, which would have converted into 38,377 and 36,821 shares ofcommon
stock, respectively. As of March 31, 2008 and December 31, 2007 the Companyhad
common stock warrants that would have converted into 30,000 of common
stock.
  BUSINESS
SEGMENTS
  The
Company operates in one segment and therefore segment information is notpresented.
  STOCK
BASED COMPENSATION
  Effective
January 1, 2006 The Company adopted SFAS No. 123R "Share-BasedPayment"
("SFAS 123R"), a revision to SFAS No. 123 "Accounting for Stock-BasedCompensation"
("SFAS 123"). Prior to the adoption of SFAS 123R the Companyaccounted
for stock options in accordance with APB Opinion No. 25 "Accountingfor Stock
Issued to Employees" (the intrinsic value method), and accordingly,recognized
no compensation expense for stock option grants.
  Under the
modified prospective approach, the provisions of SFAS 123R apply tonew
awards and to awards that were outstanding on January 1, 2006 that aresubsequently
modified, repurchased pr cancelled. Under the modified prospectiveapproach,
compensation cost recognized in the year ended December 31, 2006includes
compensation cost for all share-based payments granted prior to, butnot yet
vested as of January 1, 2006, based on the grant-date fair valueestimated
in accordance with the original provisions of SFAS 123, and thecompensation
costs for all share-based payments granted subsequent to January31, 2006,
based on the grant-date fair value estimated in accordance with theprovisions
of SFAS 123R. Prior periods were not restated to reflect the impactof
adopting the new standard.
  NEW
ACCOUNTING PRONOUNCEMENTS
  In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.
   5
   In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities –
Including an Amendment of FASB Statement No. 115”.  This statement
permits entities to choose to measure many financial instruments and certain
other items at fair value. Most of the provisions of SFAS No. 159 apply only to
entities that elect the fair value option. However, the amendment to SFAS No.
115 “Accounting for Certain Investments in Debt and Equity Securities” applies
to all entities with available-for-sale and trading securities. SFAS No. 159 is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.
  In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests in Consolidated Financial Statements – an
amendment of ARB No. 51”.  This statement improves the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require; the ownership interests in
subsidiaries held by parties other than the parent and the amount of
consolidated net income attributable to the parent and to the noncontrolling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a parent’s ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any retained noncontrolling
equity investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners.  SFAS No. 160 affects those entities that have an outstanding
noncontrolling interest in one or more subsidiaries or that deconsolidate a
subsidiary.  SFAS No. 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
Early adoption is prohibited. The adoption of this statement is not expected to
have a material effect on the Company's financial statements.
  In March 2008, the FASB
issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging
Activities, an amendment of FASB Statement No. 133”(SFAS161). This statement is
intended to improve transparency in financial reporting by requiring enhanced
disclosures of an entity’s derivative instruments and hedging activities and
their effects on the entity’s financial position, financial performance, and
cash flows.SFAS161
applies to all derivative instruments within the scope of SFAS 133, “Accounting
for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related
hedged items, bifurcated derivatives, and nonderivative instruments that are
designated and qualify as hedging instruments. Entities with instruments subject
toSFAS161
must provide more robust qualitative disclosures and expanded quantitative
disclosures.SFAS161
is effective prospectively for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
permitted. We are currently evaluating the disclosure implications of this
statement.
  NOTE
3.  ACCOUNTS RECEIVABLE
  Accounts
receivable consisted of the following:
  March
      31, 2008
                  
                  
                  December
      31, 2007Accounts
      receivable
                  
                  $
                  28,183
                  
                  
                  $
                  23,536Less
      allowance for doubtful accounts
                  
                  
                  (5,200
                  )
                  
                  
                  (5,200
                  )Accounts
      receivable, net
                  
                  $
                  22,983
                  
                  
                  $
                  18,336
   NOTE
4.  PROPERTY AND EQUIPMENT
  Property
and equipment consisted of the following:
  March
      31, 2008
                  
                  
                  December
      31, 2007Computer
      equipment
                  
                  $
                  1,882
                  
                  
                  $
                  1,882Automobiles
                  
                  
                  -
                  
                  
                  
                  15,474Equipment
                  
                  
                  7,000
                  
                  
                  
                  7,000Less
      accumulated depreciation
                  
                  
                  (5,849
                  )
                  
                  
                  (14,010
                  )$
                  3,033
                  
                  
                  $
                  10,346
  Depreciation
expense for the three months ended March 31, 2008 and 2007 was $1,124 and
$3,870, respectively.
  In March
2008 the Company sold an automobile to a former officer for a receivable of
$1,000. The Company recorded a loss on the sale of the automobile of
$5,189.
  NOTE
5.  ACCRUED LICENSES
  On March
13, 2006, the Company entered into a licensing agreement. The terms ofthe
agreement state that the licensing fees are due for each year on the firstdate of
that year. Licensing fees for the period March 13, 2006 to March 13,2007
amounted to $75,000. The Company amortized the costs of these licensesover the
term of the agreement. In May 2007 both parties mutually agreed to cancel the
agreementand to
forgive all amounts owed. For the three months ended March 31, 2008 and2007 the
Company recorded amortization expense of $0 and $13,767,respectively.
  NOTE
6.  ACCRUED PAYROLL - OFFICERS
  As of
March 31, 2008 and December 31, 2007, the Company had no payroll liabilitiesdue to
senior management of the Company for compensation. Forthe three
months ended March 31, 2008 and 2007 the Company recordedan
expense of $0 and $75,000, respectively, for payroll due to senior
management.
   6
  NOTE
7.  COMMITMENTS AND CONTINGENCIES
  In May
2007 the Company agreed to issue an employee an additional 3,000 shareof common
stock valued at $9,000 pursuant to his employment agreement. TheCompany
terminated the employee in June 2007 and has not issued the employee thecommon
stock. Management has asserted the employee did not perform services toearn the
common stock. As of March 31, 2008 and December 31, 2007 the Company has accrued
aliability
of $9,000 for the value of the Common Stock.
  NOTE
8.  CONVERTIBLE NOTE PAYABLE - STOCKHOLDER
  In August
2004 the Company issued a $200,000 convertible debenture to aprincipal
stockholder of the Company. The debenture pays interest of 10% perannum,
and all principal and accrued interest is due on or before August 26,2006.
Commencing on August 26, 2005 all or any portion of the principal amountof
debenture and any accrued but unpaid interest was convertible at the optionof the
holder into shares of our common stock at a conversion price of $7.50per
share. There was no beneficial conversion feature on the issue of the notepayable.
On August 26, 2006 both parties agreed to extend the maturity date ofthe note
until August 26, 2007. As of March 31, 2008 and December 31, 2007 the note was
in default.Accrued
interest at March 31, 2008 and December 31, 2007 was $87,824 and $76,156,
respectively.
  NOTE
9.  EQUITY TRANSACTIONS
  In April
2006, the Company's Board of Directors adopted the Teeka Tan Products,Inc. 2006
Equity Compensation Plan (the "Plan"). The Company has reserved10,000,000
shares of its common stock for issuance under the Plan, which wasadopted
to provide the Company with flexibility in compensating certain of itssales,
administrative and professional employees and consultants and to conserveits cash
resources. The issuance of shares under the Plan is restricted topersons
who are closely-related to the Company and who provide it with bona fideservices
in connection with the sales and marketing of its products or otherwisein
connection with its business as compensation. The eligible participantsinclude
directors, officers, employees and non-employee consultants andadvisors.
Management of the Company anticipates that a substantial portion ofthe
shares available under the Plan will be issued over time as compensation toits
employees and consultants and advisors who provide services in the sales,marketing
and promotion of the Company's products. The Board of Directors has nopresent
intent to issue any shares under the Plan to members of the Board whoare also
the Company's executive officers.
  In
October 2006 the Company issued a total of 5,000 common stock optionspursuant
to the Plan at an exercise price of $5.00 per share as compensation toan
employee. The fair market value of the options was estimated on the grantdate
using the Black-Scholes option pricing model as required under SFAS 123Rwith the
following weighted average assumptions: expected dividend yield 0%,volatility
155%, risk-free interest rate of 5.1%, and expected warrant life ofthree
months. The value of these option were immaterial. The Company received a$35,000,
4% demand promissory note from the employee. The Company recorded asubscription
receivable in the amount of $25,000 for this demand notes. BetweenJanuary
and February, 2007 the Company received $8,750 in payments on thesubscription
receivable. The remaining $16,250 of the subscription receivable was forgiven by
the Company in October 2007.
  In
November, 2006 entered into a one year agreement for certain investor andpublic
relations services. The Company issued 1,000,000 shares of common stockwith a
fair market value of $50,000 on the date of issuance. together with1,000,000
warrants with exercise price of $0.05 per share, 1,000,000 warrantswith
exercise price of $0.06 and 1,000,000 warrants with exercise price of $0.07per share
expiring on January 31, 2008. The fair market value of the warrantswas
estimated on the grant date using the Black-Scholes option pricing model asrequired
under SFAS 123 with the following weighted average assumptions:expected
dividend yield 4.91%, volatility 155%, risk-free interest rate of4.91%,
and expected warrant life of six months. The Company fair valued these warrants
at $56,069. During the three months ended March 31, 2007 the Company expensed
$97,060, the unamortized value of the agreement. In April 2007 both parties
mutually agreed to cancel the agreement.
  Reverse
Stock Split
  On
November 12, 2007, the Company's stockholders approved a 1 for 100 reverse stock
split for its common stock. As a result, stockholders of record at the close of
business on December 13, 2007, received one shares of common stock for every
hundred shares held. Common stock, additional paid-in capital and share and per
share data for prior periods have been restated to reflect the stock split as if
it had occurred at the beginning of the earliest period presented.
  COMMON
STOCK AND WARRANTS
  In
November, 2006 entered into a one year agreement for certain investor andpublic
relations services. The Company issued 10,000 shares of common stockwith a
fair value of $50,000 on the date of issuance together with 10,000warrants
with exercise price of $5.00 per share, 10,000 warrants withexercise
price of $6.00 and 10,000 warrants with exercise price of $7.00 pershare
expiring on January 31, 2008. The fair value of the warrants was estimatedon the
grant date using the Black Scholes option pricing model as required underSFAS 123
and EITF-96-18 with the following weighted average assumptions:expected
dividend yield 4.91%, volatility 155%, risk-free interest rate of4.91%,
and expected warrant life of six months. The Company fair valued thesewarrants
at $56,069. In April 2007 both parties mutually agreed to cancel the agreement
and thepublic
relation firm returned it warrants.  During the three months ended
March 31, 2008 and 2007 the Company expensed $0 and $97,060, respectively, for
the unamortized value of the agreement.
   7
   In
February 2007 the Company issued 2,000 shares of common stock for cashproceeds
of $10,000 to a investor.
  In March
2007 two executive officers converted a total of $270,833 of accruedsalary
into shares of 54,167 shares of common stock at a price of $5.00 pershare
which was equal to the fair value of the stock on the date of
conversion.
  In March
2007 the Company issued 5,000 shares of common stock with a fair value of$25,000
on the date of issuance to an employee for services. The Companyamortized
the value over the one year term of the employees employmentagreement.
In May 2007 the Company agreed to issue the employee an additional3,000
share of common stock valued at $9,000 pursuant to his employmentagreement.
The Company terminated the employee in June 2007 and has not issuedthe
employee the common stock. Management has asserted the employee did notperform
services to earn the common stock. During the three months ended March 31, 2008
and 2007 the Company expensed $0 and $3,750, respectively, for the unamortized
value of the common stock received.
  In March
2007 the Company issued 2,000 shares of common with a fair value of$10,000
on the date of issuance to a consultant for services.
  In March
2007 the Company issued 1,000 shares of common with a fair value of$4,000 on
the date of issuance to a consultant for services.
  WARRANTS
  During
the year ended December 31, 2005 the Company sold a total of 20,000units to
three investors. Each unit includes a share of common stock at $7.50per share
of common stock and one warrant at $.15 per share of common stock thatis
exercisable for three years from the date of issuance.
  The
Company issued 10,000 warrants on March 13, 2006, at an exercise price of$5.00 per
share as partial compensation for licensing fees. The fair market valueof the
warrants was estimated on the grant date using the Black-Scholes optionpricing
model as required under SFAS 123 with the following weighted averageassumptions:
expected dividend yield 4.5%, volatility 139%, risk-free interestrate of
4.5%, and expected warrant life of one year. The Company fair valuedthese
warrants at $78,201. For the three months ended March 31, 2007 the Companyrecorded
$3,856 of amortization expense associated with the warrants. Thewarrants
expire on December 31, 2008.
  PREFERRED
STOCK
  In March
2007 the Company amended its Certificate of Incorporation to authorizea class
of 10,000 shares of blank check preferred stock, par value $0.0001 pershare.
Such shares are issuable with such designations, voting powers, if any,preferences
and relative, participating, optional or other special rights, andsuch
qualifications, limitations and restrictions, as are determined byresolution
of the Company's board of directors.
  NOTE 10.
RELATED PARTY TRANSACTIONS
  In March
2008, the Company sold an automobile to a former officer for a receivable of
$1,000. The Company recorded a loss on the sale of the automobile of
$5,189.
  During
the three months ended March 31, 2008, a related party paid $42,916 for expenses
on behalf of the Company
  NOTE 11.
GOING CONCERN
  As
reflected in the accompanying financial statements, the Company has a net loss
of $43,285 and $249,824 for the three months ended March 31, 2008 and 2007, a
working capital deficiency of $276,995 and $241,023, and a stockholders'
deficiency of $273,962 and $230,677 as of March 31, 2008 and December 31, 2007,
respectively. These factors raise substantial doubt about the Company's ability
to continue as a going concern.
 
 Pursuant
to the closing of the acquisition of Taiyuan Rongan Business Trading Company,
Limited on May 7, 2008 as discussed in Note 12 – Subsequent Event, management
believes that cash flows generated through TRBT’s current operations will be
sufficient to sustain current level operations for at least the next twelve
months. In 2008, TRBT intends to continue to work to expand its presence in the
commercial real estate market in China, including the acquisition of shopping
malls. To the extent TRBT is successful in growing its business, identifying
potential acquisition targets and negotiating the terms of such acquisition, and
the purchase price includes a cash component, TRBT plans to use its working
capital and the proceeds of any financing to finance such acquisition
costs.
 
 Our
opinion concerning our liquidity is based on current information. If this
information proves to be inaccurate, or if circumstances change, we may not be
able to meet our liquidity needs. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.
    8
  NOTE 12.
SUBSEQUENT EVENT
  On May 7,
2008 (the “Closing Date”), we closed the Stock for Stock Equivalent Exchange
Agreement and Plan (the “Exchange Agreement”) that we entered into on November
12, 2007 with Taiyuan Rongan Business Trading Company, Limited, a company
incorporated under the laws of the Peoples Republic of China (“TRBT”) and each
of the equity owners of TRBT (the “TRBT Shareholders”), and resulted in the
acquisition of TRBT (the “Acquisition”).  Pursuant to the terms of the
Exchange Agreement, we acquired eighty percent (80%) of the outstanding capital
contributions in TRBT (the “Interests”) from TRBT and the TRBT
Shareholders.  As consideration for the interests, we issued and
transferred an aggregate of 31,500,000 shares, or 90% of the Company’s common
stock.
  TRBT must
have received and delivered documentation of the approvals for the above
transaction from the various divisions of the Chinese government. In addition,
it is a condition of closing of the agreement that an outstanding $200,000
principal amount convertible promissory note be satisfied prior to closing by
issuing 2,590,934 shares of our common stock (post-split). We will also
issue Mirador Consulting, an affiliate of Mr. Brian John (the former CEO of the
Company) and Mr. Richard Miller (the former COO of the Company), a one year
common stock purchase warrant to purchase 500,000 shares of our common stock at
an exercise price of $1.00 per share.
  As a
result of the Exchange Agreement, the TRBT shareholders transferred 80% their
interest in TRBT to the Company and, as a result, TRBT became a subsidiary of
the Company. In connection with the Exchange Agreement, we appointed 5 new
directors to our board and hired 4 new officers. The following table sets
forth the names and positions of our new executive officers and directors as of
the Closing Date:
  NAME
                POSITIONAizhong
      An
                Director,
      Chairman and CEOSamuel
      Liu
                Director,
      President, COO and SecretaryJiming
      Zhu
                Director,
      Vice-President, CFO and TreasurerJunhui
      An
                Director
      and Vice-PresidentOmar
      J. Gonzalez
                Director
  9
   ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
 The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.
  Overview
 
 The
following discussion is an overview of the important factors that management
focuses on in evaluating our businesses, financial condition and operating
performance and should be read in conjunction with the financial statements
included in this Current Report on Form 10-Q.  This discussion
contains forward-looking statements that involve risks and
uncertainties.  Actual results could differ materially from those
anticipated in these forward looking statements as a result of any number of
factors, including those set forth under the section entitled “Risk Factors” and
elsewhere in this Current Report on Form 10-Q.
 
 We market
and distribute Teeka Tan(R) Suncare Products, a broad line of high quality,
value-priced sun care products. We are also a distributor of the Safe Sea
Jellyfish Sting Protective Lotion under a licensing agreement with its
manufacturer. We sell these products directly to resorts, hotels and retailers
with beach locations in south Florida, the Bahamas, New York, North Carolina,
South Carolina, Maryland and New Jersey. Our customers are primarily beach front
stores and hotels with high volume tourist traffic. We market our products
through the use of our in house sales representative as well as independent
distributors.
 
 We formed
our company in 2002 and during fiscal 2002 and fiscal 2003 our activities were
primarily limited to development of our business plan, launching our TeekaTan
product line, and development of our marketing model. We began to report
revenues during the last part of fiscal 2003 from sales of our TeekaTan sun
care products and exited development stage operations at the end of fiscal 2003.
We operate in a very competitive market which is dominated by significantly
larger companies with established brands and distribution channels. Our ability
to grow our company has been adversely impacted by our lack of working capital
and we do not have sufficient capital to undertake any effective marketing of
our products. During the first quarter of fiscal 2008 and Fiscal 2007, we did
not spend any funds on advertising and marketing as compared to approximately
$16,000 spent in Fiscal 2006. We believe this lack of advertising is the primary
cause for the lack of company growth during the current quarter and the
year 2007.
  On
November 12, 2007, we entered into a Stock for Stock Equivalent Exchange
Agreement and Plan (the “Exchange Agreement”) with Taiyuan Rongan Business
Trading Company, Limited, a company incorporated under the laws of the Peoples
Republic of China (“TRBT”) and each of the equity owners of TRBT (the “TRBT
Shareholders”).  The closing of the transaction took place on May 7,
2008 (the “Closing Date”) and resulted in the acquisition of TRBT (the
“Acquisition”).  Pursuant to the terms of the Exchange Agreement, we
acquired eighty percent (80%) of the outstanding capital contributions in TRBT
(the “Interests”) from TRBT and the TRBT Shareholders.  As
consideration for the interests, we issued and transferred an aggregate of
31,500,000 shares, or 90% of the Company’s common stock.
 
 Our
previous business was marketing and distributing Teeka Tan(R) Suncare Products,
a broad line of high quality, value-priced sun care products. We also
distributed the Safe Sea Jellyfish Sting Protective Lotion under a licensing
agreement with its manufacturer. We sold these products directly to resorts,
hotels and retailers with beach locations in south Florida, the Bahamas,
Dominican Republic, Alabama, New Hampshire, Rhode Island, Connecticut, New York,
North Carolina, South Carolina, Maine, Maryland and New Jersey.  Our
customers are primarily beach front stores and hotels with high volume tourist
traffic. We market our products through the use of our in house sales
representative as well as independent distributors.
 
 In
September 2007 we announced that we had had signed a letter of intent to acquire
the Taiyuan Rongan Business Trading Company ("Taiyuan Rongan"), located in
Taiyuan, Shanxi Province, China, in a stock for stock exchange. Taiyuan Rongan
operates six shopping malls in the city of Taiyuan, China, of which it has 76%
ownership. On November 12, 2007 we entered into a Stock for Stock Equivalent
Exchange Agreement and Plan with Taiyuan Rongan and all of its current capital
contributors (the "Taiyuan Rongan Shareholders") pursuant to which at closing
the Taiyuan Rongan Shareholders will assign 80% of the 100% of capital
contributions in Taiyuan Rongan to our company in exchange for an aggregate of
31,500,000 shares of our common stock and common stock purchase warrants to
purchase an aggregate of 1,400,000 shares of our common stock at an exercise
price of $0.50 per share, both giving effect to the reverse stock split
described below.  The Share Exchange with Taiyuan Rongan closed on May
7, 2008.
 
  10
  BUSINESS
DEVELOPMENT OF TRBT
  Overview
  TRBT is a
company formed under the laws of the People’s Republic of China.  TRBT
acquired all the capital contributions of Taiyuan Clothing Group Company Limited
which has a 76.1% ownership interest in six shopping malls located in the
Chaoyang Street area in the city of Taiyuan, Shanxi Province,
China.
  Business
 
 TRBT is a
real estate developer based in Taiyuan, Shanxi, China that owns and manages
commercial space valued at more than US$60 million.  TRBT is engaged
in the business of leasing units in shopping malls to commercial tenants for
retail, wholesale and distribution of clothes, shoes, cosmetics, beddings and
other consumer products.
 
 Our
Business
 
 TRBT
operates six (6) shopping malls all located in the Chaoyang Street
area in the city of Taiyuan, Shanxi Province, China.
 
 Principal
Factors Affecting our Financial Performance
 
 We
believe that the following factors affect our financial
performance:
  ·      Ability
to successfully acquire new shopping malls and increase foot traffic to these
locations;
 ·      Continue
to attract consumers to our shopping malls; and
 ·      Attract
profitable retailers to lease space in our shopping malls; and
 ·      Continue
to keep a low debt to asset ratio.
 
 In
addition, the following “global” factor will have an affect on our financial
performance:
  ·      Growth
of the Economy in China
  China’s
economy has experience significant growth over the past few years and Chinese
consumers have been continuing to spend money at a record breaking pace with no
signs of a slowdown and TRBT expects this trend to continue.
 
 Results
of Operations
 
 The
following tables set forth key components of our results of operations for the
periods indicated, in dollars, and key components of our revenue for the period
indicated, in dollars.
   11
     CHINA
      GROWTH DEVELOPMENT, INC. (f/k/a Teeka Tan Products, Inc.)CONSOLIDATED
      STATEMENTS OF OPERATIONSThree
      Months Ended March 31,2008
                
                
                2007NET
      REVENUESales
                
                $
                29,793
                
                
                $
                92,059Cost
      of Goods Sold
                
                
                18,362
                
                
                
                61,060Gross
      Profit
                
                
                11,431
                
                
                
                30,999OPERATING
      EXPENSES (INCOME)Salary
      expense officers’
                
                
                -
                
                
                
                75,000Legal
      and professional fees
                
                
                20,684
                
                
                
                20,062Compensation
                
                
                7,160
                
                
                
                14,031Depreciation
                
                
                1,124
                
                
                
                3,870Other
      general and administrative expenses
                
                
                8,891
                
                
                
                162,927TOTAL
      OPERATING EXPENSES
                
                
                37,859
                
                
                
                275,890NET
      LOSS FROM OPERATIONS
                
                
                (26,428)
                
                
                
                (244,891)NON-OPERATING
      INCOME (EXPENSES)Loss
      on sale of fixed assets
                
                
                5,189
                
                
                
                -Interest
      Expense
                
                
                11,668
                
                
                
                4,933TOTAL
      OTHER (INCOME) EXPENSES
                
                
                16,857
                
                
                
                4,933NET
      INCOME BEFORE INCOME TAXES AND MINORITY INTEREST
                
                
                (43,285)
                
                
                
                (249,824)INCOME
      TAXES
                
                
                -
                
                
                
                -NET
      INCOME
                
                $
                (43,285)
                
                
                $
                (249,824)
  Net
Revenue:
 
 Net
revenue decreased by US$62,266 from US$92,059 for the three months ended March
31, 2007 to US$29,793 for the three months ended March 31, 2008.
 
 Operating
expenses:
 
 Operating
expenses decreased by US$238,031 from US$275,890 for the three months ended
March 31, 2007 to US$37,859 for the three months ended March 31,
2008.
  Income from
operations:
 
 Income
(loss) from operations improved by US$218,463 from US$(244,891) for the three
months ended March 31, 2007 to US$(26,428) for the three months ended March 31,
2008.
 
 Net
Income Before Income Taxes:
 
 Net
Income (loss) before Income Taxes was US$(249,824) for the three months ended
March 31, 2007 and US$(43,285) for the three months ended March 31,
2008.
 
 Net
Income:
 
 Net
income (loss) was US$(249,824) for the three months ended March 31, 2007,
compared to US$(43,285) for the three months ended March 31, 2008.
 12
  LIQUIDITY
AND CAPITAL RESOURCES
 
 TRBT
currently generates its cash flow through operations which it believes will be
sufficient to sustain current level operations for at least the next twelve
months. In 2008, TRBT intends to continue to work to expand its presence in the
commercial real estate market in China, including the acquisition of another
shopping mall.
 
 To the
extent TRBT is successful in growing its business, identifying potential
acquisition targets and negotiating the terms of such acquisition, and the
purchase price includes a cash component, TRBT plans to use its working capital
and the proceeds of any financing to finance such acquisition costs. Our opinion
concerning our liquidity is based on current information. If this information
proves to be inaccurate, or if circumstances change, we may not be able to meet
our liquidity needs.
 
 2008
– 2009 Outlook
 
 Over the
course of the next few years, TRBT intends to grow and expand its commercial
real estate business in China. TRBT expects to acquire an additional 3 shopping
centers within the next two years. These acquisitions will be financed either
through revenues or by financings and sales of the Company’s stock or other
securities. In addition, TRBT expects to complete the acquisition of development
rights to 3,000 square metric units of prime commercial land.
 CRITICAL
ACCOUNTING POLICIES
 
 We have
identified the policies outlined below as critical to our business operations
and an understanding of our results of operations. The list is not intended to
be a comprehensive list of all of our accounting policies. In many cases, the
accounting treatment of a particular transaction is specifically dictated by
accounting principles generally accepted in the United States, with no need
for management's judgment in their application. The impact and any associated
risks related to these policies on our business operations is discussed
throughout Management's Discussion and Analysis or Plan of Operations where such
policies affect our reported and expected financial results. For a detailed
discussion on the application of these and other accounting policies, see the
Notes to the Consolidated Financial Statements appearing elsewhere in this
annual report. Note that our preparation of the financial statements requires us
to make estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses
during the reporting period. There can be no assurance that actual results will
not differ from those estimates.
 
 Revenue
Recognition
 
 Revenue
is recognized when earned, as products are completed and delivered to customers.
If the Company had any merchandise on consignment, the related sales from
merchandise on consignment would be recorded when the retailer sold such
merchandise.
  Shipping
and Handling Costs
 
 Amounts
billed to customers in sales transactions related to shipping and handling
represent revenues earned for the goods provided and are included in sales.
Costs of shipping and handling are included in the cost of goods
sold.
 
 Provision
for Slow Moving and Obsolete Inventory
 
 We write
down our inventory for estimated unmarketable inventory or obsolescence equal to
the difference between the cost of inventory and the estimated market value
based on assumptions about future demand and market conditions. If actual market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required.
 
 Accounts
Receivable; Allowance for Doubtful Accounts
 
 We
maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. If the financial
condition of customers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be required.
   13
   RECENT
ACCOUNTING PRONOUNCEMENTS
 
 In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value measurements. SFAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures
about fair value measurements. SFAS 157 applies under other accounting
pronouncements that require or permit fair value measurements and does not
require any new fair value measurements. The provisions of SFAS No. 157 are
effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement did not have a material effect
on our financial position or results of operations.
 
 In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115". This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity's first fiscal year that begins after November 15,
2007.  Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption
of this statement did not have a material effect on our financial
statements.
 
 In
December 2007, FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51". This statement
improves the relevance, comparability, and transparency of the financial
information that a reporting entity provides in its consolidated financial
statements by establishing accounting and reporting standards that require; the
ownership interests in subsidiaries held by parties other than the parent and
the amount of consolidated net income attributable to the parent and to the
noncontrolling interest be clearly identified and presented on the face of the
consolidated statement of income, changes in a parent's ownership interest while
the parent retains its controlling financial interest in its subsidiary be
accounted for consistently, when a subsidiary is deconsolidated, any retained
noncontrolling equity investment in the former subsidiary be initially
measured at fair value, entities provide sufficient disclosures that clearly
identify and distinguish between the interests of the parent and the interests
of the noncontrolling owners. SFAS No. 160 affects those entities that have an
outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
Early adoption is prohibited. The adoption of this statement is not expected to
have a material effect on our financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This
statement is intended to improve transparency in financial reporting by
requiring enhanced disclosures of an entity’s derivative instruments and hedging
activities and their effects on the entity’s financial position, financial
performance, and cash flows. SFAS 161 applies to all derivative instruments
within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives,
and nonderivative instruments that are designated and qualify as hedging
instruments. Entities with instruments subject to SFAS 161 must provide more
robust qualitative disclosures and expanded quantitative disclosures. SFAS 161
is effective prospectively for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
permitted. We are currently evaluating the disclosure implications of this
statement.
  OFF
BALANCE SHEET TRANSACTIONS
 
 We are
not a party to any off balance sheet transactions.
  Item
3. Quantitative and Qualitative Disclosures About Market Risk
 
 The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.
 
 Item
4T.  Controls and Procedures
 
 Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s President, Chief Executive Officer (“CEO”)
and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s
disclosure controls and procedures (as defined under Rule 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period covered by this
report. Based upon that evaluation, the Company’s President, CEO and CFO
concluded that the Company’s disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in the
reports that the Company files or submits under the 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 the Company’s
management, as appropriate, to allow timely decisions regarding required
disclosure.
   14
   Management’s Report on Internal
Controls over Financial Reporting
 
 Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the quarter ended
March 31, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
 
 The
Company’s management, including the Company’s President, CEO and CFO, does not
expect that the Company’s disclosure controls and procedures or the Company’s
internal controls will prevent all errors and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems,
no evaluation of the controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the Company have been
detected.
  Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control–Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this evaluation, management concluded that the company’s internal control
over financial reporting was effective as of March 31, 2008.
 
 This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.
  15
  PART
II - OTHER INFORMATION
  Item
1. Legal Proceedings.
  Currently
we are not aware of any litigation pending or threatened by or against the
Company.
  Item
1A. Risk Factors.
  None.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
  Pursuant
to the Exchange Agreement, on May 7, 2008, we issued 31,500,000 shares
of our Common Stock to the entities designated by TRBT in exchange for 80%
of the outstanding capital contributions of TRBT.  Such securities were not
registered under the Securities Act of 1933.  The issuance of these shares
was exempt from registration, in part pursuant to Regulation S and Regulation D
under the Securities Act of 1933 and in part pursuant to Section 4(2) of the
Securities Act of 1933.  We made this determination based on the
representations of the entities designated by TRBT which included, in
pertinent part, that such shareholders were either (a) "accredited investors"
within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act, or (b) not a "U.S. person" as that term is defined in Rule
902(k) of Regulation S under the Act, and that such shareholders were acquiring
our common stock, for investment purposes for their own respective accounts and
not as nominees or agents, and not with a view to the resale or distribution
thereof, and that the entities and individuals understood that the shares of our
common stock may not be sold or otherwise disposed of without registration under
the Securities Act or an applicable exemption therefrom.
 
 Item
3. Defaults Upon Senior Securities.
  None.
  Item
4. Submission of Matters to a Vote of Security Holders.
  None.
  Item
5. Other Information.
  On May 7,
2008, we closed a share exchange agreement with TRBT.  For additional
disclosure please see the Form 8K filed with the SEC on May 14,
2008.
  Item
6. Exhibits and Reports of Form 8-K.
  (a)           Exhibits
  31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
  32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
  (b)           Reports
of Form 8-K
  On May
14, 2008, the Company filed a Form 8-K with the SEC based on a Entry Into A
Material Definitive Agreement, Completion of Acquisition or Disposition of
Assets, Unregistered Sales of Equity Securities, Changes in Registrant’s
Certifying Accountant, Changes in Control of Registrant, Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers
and Financial Statement and Exhibits.
 
 
 
  16
 
  SIGNATURES
    Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  
  CHINA
      GROWTH DEVELOPMENT, INC.Date:
      May 27 , 2008
              By:
              /s/
      Sam LiuChief
      Executive OfficerChief
      Financial Officer
 
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