SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q




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

         For the quarter period ended June 30, 2000
                                      -------------

[  ]     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                    33-5628-NY                 87-0263643
(State or other Jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)



                    Room 2005, 20/F, Universal Trade Centre,
                     3-5A Arbuthnot Road, Central, 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: 837,797 shares of common stock,
$0.001 par value, as of August 11, 2000.


Page 1 of 20 pages                                      Exhibit Index on Page 18

<PAGE>

                                   CONVENTIONS

         Unless otherwise specified, all references in this report to "U.S.
Dollars," "Dollars," "US$," or "$" are to United States dollars; all references
to "Hong Kong Dollars" or "HK$" are to Hong Kong dollars; and all references to
"Renminbi" or "RMB" or "Yuan" are to Renminbi Yuan, which is the lawful currency
of the People's Republic of China ("China" or "PRC"). The Company and Billion
Luck maintain their accounts in U.S. Dollars and Hong Kong Dollars,
respectively. HARC and the Operating Subsidiaries maintain their accounts in
Renminbi. The financial statements of the Company and its subsidiaries are
prepared in Renminbi. Translations of amounts from Renminbi to U.S. Dollars and
from Hong Kong Dollars to U.S. Dollars are for the convenience of the reader.
Unless otherwise indicated, any translations from Renminbi to U.S. Dollars or
from U.S. Dollars to Renminbi have been made at the single rate of exchange as
quoted by the People's Bank of China (the "PBOC Rate") on June 30, 2000, which
was approximately U.S.$1.00 = Rmb8.28. Translations from Hong Kong Dollars to
U.S. Dollars have been made at the single rate of exchange as quoted by the
Hongkong and Shanghai Banking Corporation Limited on June 30, 2000, which was
approximately US$1.00 = HK$7.80. The Renminbi is not freely convertible into
foreign currencies and the quotation of exchange rates does not imply
convertibility of Renminbi into U.S. Dollars or other currencies. All foreign
exchange transactions take place either through the Bank of China or other banks
authorized to buy and sell foreign currencies at the exchange rates quoted by
the People's Bank of China. No representation is made that the Renminbi or U.S.
Dollar amounts referred to herein could have been or could be converted into
U.S. Dollars or Renminbi, as the case may be, at the PBOC Rate or at all.

         References to "Billion Luck" are to Billion Luck Company Ltd., a
British Virgin Islands company, which is a wholly-owned subsidiary of the
Company.

         References to "Company" are to China Resources Development, Inc., and
include, unless the context requires otherwise, the operations of its
subsidiaries (all as hereinafter defined).

         References to "Farming Bureau" are to the Hainan Agricultural
Reclamation General Company, a division of the Ministry of Agriculture, the PRC
government agency responsible for matters relating to agriculture.

         References to "First Supply" are to First Goods And Materials Supply
And Sales Corporation, a company organized in the PRC and a wholly-owned
subsidiary of HARC.

         References to "Hainan" are to Hainan Province of the PRC.

         References to "Hainan State Farms" are to the rubber farms in Hainan
controlled by the Farming Bureau.

         References to "Hainan Weilin" are to Hainan Weilin Timber Limited
Liability Company, a limited liability company organized in the PRC, whose
capital is owned 58% by HARC and 42% by Haikou Mechanical Factory, a PRC entity
which is owned and controlled by the Farming Bureau.

         References to "HARC" are to Hainan Zhongwei Agricultural Resources
Company Limited, a company organized in the PRC, whose capital is owned 56% by
Billion Luck, 39% by the Farming Bureau and 5% by the Company.

         References to the "PRC" or "China" include all territory claimed by or
under the control of the Central Government, except Hong Kong, Macau, and
Taiwan.

         References to "Sales Centre" are to Rubber Sales Centre, a company
organized in the PRC and a wholly-owned subsidiary of HARC.

         References to "Second Supply" are to Second Goods And Materials Supply
And Sales Corporation, a company organized in the PRC and a wholly-owned
subsidiary of HARC.

         References to "Zhuhai Zhongwei" are to Zhuhai Zhongwei Development
Company Limited, a company organized in the PRC and a wholly-owned subsidiary of
HARC.


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

              CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
             (Amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>


                                                   Three Months Ended              Six Months Ended
                                                         June 30,                       June 30,
                                    Note        2000       1999       2000      2000      1999      2000
                                                ----       ----       ----      ----      ----      ----
                                                 RMB        RMB        US$       RMB       RMB       US$
<S>                                 <C>        <C>        <C>          <C>     <C>       <C>         <C>
NET SALES                                      2,316          -        280     3,713         -       448

COST OF SALES                                 (2,548)         -       (308)   (3,844)        -      (464)
                                           ---------   --------   --------   -------   -------   -------
GROSS PROFIT/(LOSS)                             (232)         -        (28)     (131)        -       (16)

DEPRECIATION                                    (351)         -        (42)     (551)        -       (67)

SELLING, GENERAL AND
   ADMINISTRATIVE EXPENSES                    (3,789)    (2,849)      (458)   (8,238)   (5,388)     (995)

FINANCIAL INCOME, NET                          3,668        192        443     3,708       271       448

OTHER INCOME, NET                             (2,481)     6,664       (300)   10,538     6,664     1,273
                                           ---------   --------   --------   -------   -------   -------
INCOME/(LOSS) FROM
   CONTINUING OPERATIONS
   BEFORE INCOME TAXES                        (3,185)     4,007       (385)    5,326     1,547       643

INCOME TAXES                                     187       (620)        23    (1,770)     (620)     (214)
                                           ---------   --------   --------   -------   -------   -------
INCOME/(LOSS) FROM
   CONTINUING OPERATIONS
   BEFORE MINORITY INTERESTS                  (2,998)     3,387       (362)    3,556       927       429

MINORITY INTERESTS                               814     (1,874)        98    (3,603)   (1,874)     (435)
                                           ---------   --------   --------   -------   -------   -------

INCOME/(LOSS) FROM
   CONTINUING OPERATIONS                      (2,184)     1,513       (264)      (47)     (947)       (6)

DISCONTINUED OPERATIONS               2            -     (1,285)         -         -    (3,174)        -
                                           ---------   --------   --------   -------   -------   -------

NET INCOME/(LOSS)                             (2,184)       228       (264)      (47)   (4,121)       (6)
                                           =========   ========   ========   =======   =======   =======
BASIC AND DILUTED
 EARNINGS/(LOSS) PER SHARE*
     Continuing operations                     (3.68)      2.55      (0.45)    (0.08)    (1.60)    (0.01)
     Discontinued operations                       -      (2.17)         -         -     (5.35)        -
                                           ---------   --------   --------   -------   -------   -------

                                               (3.68)      0.38      (0.45)    (0.08)    (6.95)    (0.01)
                                           =========   ========   ========   =======   =======   =======
WEIGHTED AVERAGE NUMBER
    OF SHARES OUTSTANDING*                   592,900    592,900    592,900   592,900   592,900   592,900
                                           =========   ========   ========   =======   =======   =======
</TABLE>
*     The computation of basic and diluted loss per share for the three months
      and six months ended June 30, 1999 are based on weighted average number of
      shares outstanding as if the one-for-ten reverse stock split, effective on
      June 11, 1999, had been completed at the beginning of the period.

See notes to condensed consolidated financial statements.

                                       3
<PAGE>

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                    AS OF JUNE 30, 2000 AND DECEMBER 31, 1999
             (Amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>

                                                               June 30,    December 31,         June 30,
                                                                   2000            1999             2000
                                                                    RMB             RMB              US$
                                                 Notes      (Unaudited)          (Note)      (Unaudited)
<S>                                               <C>           <C>              <C>              <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                     109,763          31,088           13,256
  Marketable securities                                             981          57,035              119
  Trade receivables                                                 159               -               19
  Inventories                                      4              2,796           1,702              338
  Other receivables, deposits and prepayments                    13,686          11,781            1,653
  Short term loan receivable                                     45,000          45,000            5,435
  Amount due from Farming Bureau                                 36,426          47,013            4,399
  Amounts due from related companies                                571           1,500               69
  Tax refundable                                                      -           1,382                -
  Net assets of discontinued operations                               -          70,527                -
                                                             ----------      ----------       ----------
TOTAL CURRENT ASSETS                                            209,382         267,028           25,288
PROPERTY AND EQUIPMENT                             5             13,550           9,855            1,636
INVESTMENTS                                                     116,714         116,714           14,096
                                                             ----------      ----------       ----------
TOTAL ASSETS                                                    339,646         393,597           41,020
                                                             ==========      ==========       ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                                  801             296               97
  Other payables and accrued liabilities                         40,497          15,860            4,891
  Income taxes payable                                              457               -               55
  Amounts due to related companies                                  296          86,781               36
                                                             ----------      ----------       ----------
TOTAL CURRENT LIABILITIES                                        42,051         102,937            5,079

MINORITY INTERESTS                                              117,189         110,226           14,153
                                                             ----------      ----------       ----------
TOTAL LIABILITIES AND MINORITY
   INTERESTS                                                    159,240         213,163           19,232
                                                             ----------      ----------       ----------

SHAREHOLDERS' EQUITY
   Common stock, US$0.001 par value:
   Authorized - 200,000,000 shares in 2000 and 1999
   Issued and outstanding - 592,900 shares in 2000
     and 1999                                                         5               5                1
  Preferred stock, authorized -
    10,000,000 shares in 2000 and 1999
      Series B preferred  stock, US$0.001 par value:
        Authorized - 320,000 shares in 2000 and 1999
        Issued and outstanding - 320,000 shares
          in 2000 and 1999                                            3               3                -
Additional paid-in capital                                      156,632         156,632           18,917
Reserves                                                         26,830          26,830            3,240
Accumulated deficits                                             (3,065)         (3,018)            (370)
Accumulated other comprehensive loss                                  1            (18)                -
                                                             ----------      ----------       ----------
TOTAL SHAREHOLDERS' EQUITY                                      180,406         180,434           21,788
                                                             ----------      ----------       ----------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                                        339,646         393,597           41,020
                                                             ==========      ==========       ==========
</TABLE>
Note: The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See notes to condensed consolidated financial statements.

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

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                  (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                    Accumulated
                                   Series B  Additional                                   Other
                         Common   preferred     paid-in            Accumulated    Comprehensive
                          stock       stock     capital  Reserves     deficits             Loss     Total
                            RMB         RMB         RMB       RMB          RMB              RMB       RMB
<S>                      <C>       <C>        <C>          <C>      <C>            <C>             <C>
Balance at January
   1, 2000                    5           3     156,632    26,830       (3,018)             (18)  180,434

Net loss                      -           -           -         -          (47)               -       (47)
Currency translation
  Adjustment                  -           -           -         -            -               19        19
                                                                                                 --------
Comprehensive
  Income                                                                                              (28)
                                                                                                 --------

                       --------      ------    --------   -------   ----------       ----------  --------
Balance at June 30,
   2000                       5           3     156,632    26,830       (3,065)               1   180,406
                       ========      ======    ========   =======   ==========       ==========  ========
</TABLE>

See notes to condensed consolidated financial statements.


                                       5

<PAGE>

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                                        Six months ended June 30,
                                                                        -------------------------
                                                                 2000             1999              2000
                                                                 ----             ----              ----
                                                                  RMB              RMB               US$
<S>                                                            <C>               <C>               <C>
Net cash provided by operating activities                      71,209            8,350             8,600

INVESTING ACTIVITIES
  Purchases of property and equipment                          (4,246)          (3,434)             (513)
  Proceeds from disposal of an investment                         928                -               112
  Proceeds from disposal of property and equipment              1,547                -               187
  Short term loan                                                   -          (45,000)                -
                                                           ----------       ----------        ----------
Net cash used in investing activities                          (1,771)         (48,434)             (214)
                                                           ----------       ----------        ----------

FINANCING ACTIVITIES
  Increase in minority interests                                2,187                -               264
                                                           ----------       ----------        ----------

Net cash provided by/(used in) continuing operations           71,625          (40,084)            8,650
Net cash provided by discontinued operations (Note 2)               -           15,572                 -
                                                           ----------       ----------        ----------
NET INCREASE/(DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                 71,625          (24,512)            8,650

Cash and cash equivalents, at beginning of period              38,138          129,238             4,606
                                                           ----------       ----------        ----------
Cash and cash equivalents, at end of period                   109,763          104,726            13,256
                                                           ==========       ==========        ==========

</TABLE>
See notes to condensed consolidated financial statements.

                                       6
<PAGE>

               CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             (Amounts in thousands)

1.       BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles 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 six-month
         periods ended June 30, 2000, are not necessarily indicative of the
         results that may be expected for the year ending December 31, 2000.

2.       DISCONTINUED OPERATIONS AND BUSINESS RESTRUCTURING

         In the fourth quarter of 1999, the Company initiated a plan to
         restructure its business in Hainan, the PRC. On March 3, 2000, the
         Board of Directors of the Company approved a business restructuring
         involving HARC and certain subsidiaries of HARC (the "Restructuring").
         The Restructuring resulted in the discontinuation of substantially all
         of the existing operations of the Company as of December 31, 1999,
         including its two principal lines of business, the distribution of
         natural rubber and the procurement of materials, supplies and other
         agricultural products (collectively the "Rubber and Procurement
         Operations"). The financial data related to the Company's indirect
         investments in the Rubber and Procurement Operations prior to December
         31, 1999 is classified as discontinued operations for all periods
         presented. The financial data of the Rubber and Procurement Operations
         reflects the historical results of operations and cashflows of the
         businesses that were considered part of the business segments of the
         Rubber and Procurement Operations during each respective period.

         On March 3, 2000, HARC and certain of its subsidiaries entered into an
         Assets and Staff Transfer Agreement with the Farming Bureau, pursuant
         to which HARC and certain of its subsidiaries transferred all the
         assets, liabilities and staff related to the discontinued operations to
         the Farming Bureau, effective from January 1, 2000. The consideration
         for the net assets transferred was determined based on the lower of
         their net book value or their fair value, as determined by an
         independent professional valuer, as of December 31, 1999. Based on the
         valuation, there were no material differences between the fair value
         and the net book value (as determined under US GAAP) of those assets
         and liabilities as of December 31, 1999, which was RMB70,527,000.

         Net sales of the Rubber and Procurement Operations included in
         discontinued operations totaled RMB105,315,000 for the six months ended
         June 30, 1999. Loss from discontinued operations of Rubber and
         Procurement Operations of RMB4,701,000 for the three months ended June
         30, 1999 is reported without set-off of any income tax expenses.

         The net assets of the Rubber and Procurement Operations were as
         follows:

                                                                December 31,
                                                                        1999
                                                                         RMB

         Current assets                                              110,703
         Property and equipment - net                                  1,547
         Cost method investments                                         928
         Current liabilities                                         (42,651)
                                                                   ---------

         Net assets of discontinued operations                        70,527
                                                                   =========

                                       7
<PAGE>


         The Company and its subsidiaries accrued certain expenses totaling RMB3
         million in relation to the Restructuring in the fourth quarter of 1999.
         There were no other significant expenses in relation to the
         Restructuring in the six months ended June 30, 2000.

         Notwithstanding the discontinuation of the Rubber and Procurement
         Operations, the Company has contemplated setting up several new lines
         of business as part of the Restructuring. As of June 30, 2000, the
         Company has set up two lines of business, namely, supermarket
         operations and processing and sale of timber.

3.       BUSINESS ACQUISITION

         The Company has determined to engage in the information technology
         market. As at June 30, 2000, the Company entered into an Acquisition
         Agreement to acquire an 80% equity interest in Silver Moon Technologies
         Limited, a British Virgin Islands corporation ("Silver Moon"), for
         total consideration of US$1,500,000 (the "Purchase Consideration"). The
         Company has satisfied the Purchase Consideration by issuing to Silver
         Moon's former sole equity owner, E-link Investment Limited ("E-link"),
         244,897 shares of the Company's unregistered restricted common stock,
         $0.001 par value. The Acquisition Agreement is included in the
         Company's Current Report on Form 8-K, dated June 30, 2000. The
         principal business of Silver Moon, and its wholly-owned subsidiary, Sky
         Creation Technology Limited, a Hong Kong company, is the provision of
         online Internet healthcare content, through its website,
         medi-china.com, which offers health-related content in both English and
         Chinese, with a focus on Chinese herbal medicine and therapies. The
         closing date of the acquisition was on July 12, 2000.

4.       INVENTORIES
<TABLE>
<CAPTION>

                                                                          June 30,         December 31,
                                                                              2000                 1999
                                                                               RMB                  RMB
<S>                                                                            <C>            <C>
         Raw materials                                                         182                    -
         Work in progress                                                    1,110                    -
         Finished goods                                                      1,504                1,702
                                                                        ----------           ----------
                                                                             2,796                1,702
                                                                        ==========           ==========
</TABLE>

5.       PROPERTY AND EQUIPMENT, NET
<TABLE>
<CAPTION>
                                                                          June 30,         December 31,
                                                                              2000                 1999
                                                                               RMB                  RMB
<S>                                                                          <C>                  <C>
         At cost:
           Buildings and leasehold improvements                              5,906                5,906
           Machinery, equipment and motor vehicles                          10,638                6,392
                                                                        ----------           ----------
                                                                            16,544               12,298

         Accumulated depreciation:                                          (2,994)              (2,443)
                                                                        ----------           ----------
         Net book value                                                     13,550                9,855
                                                                        ==========           ==========
</TABLE>


                                       8
<PAGE>

6.       SEGMENT FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                       Six months ended
                                                                                          June 30, 2000
                                                                                                    RMB
<S>                                                                                               <C>
         Net sales to external customers:
         Supermarket operations, net sales to
           unaffiliated customers                                                                 2,431
         Processed timber, net sales to
           Unaffiliated customers                                                                 1,282
                                                                                             ----------

         Total consolidated net sales                                                             3,713
                                                                                             ==========

         Segment loss:
           Supermarket operations                                                                   (53)
           Processed timber                                                                        (695)
                                                                                             ----------
         Total segment profit/(loss)                                                               (748)

         Reconciling items:
           Corporate expenses                                                                    (8,120)
           Gain on trading of marketable securities                                              10,486
           Interest income                                                                        4,574
           Exchange loss                                                                           (866)
                                                                                             ----------
         Total consolidated profit before
           income taxes                                                                           5,326
                                                                                             ==========
</TABLE>
<TABLE>
<CAPTION>

                                                                                               June 30,
                                                                                                   2000
                                                                                                    RMB
<S>                                                                                               <C>
         Segment assets:
           Supermarket operations                                                                 6,306
           Processed timber                                                                       8,422
                                                                                             ----------
         Total segment assets                                                                    14,728

         Reconciling items:
           Corporate assets                                                                     208,204
           Investments                                                                          116,714
                                                                                             ----------
         Total consolidated assets                                                              339,646
                                                                                             ==========
</TABLE>


                                        9
<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATION

RESULTS OF OPERATIONS

         The following table shows the selected unaudited condensed consolidated
income statement data of the Company and its subsidiaries for the three months
and six months ended June 30, 2000 and 1999. The data should be read in
conjunction with the unaudited Condensed Consolidated Financial Statements of
the Company and related notes thereto.

         The discussions below are presented in the Company's primary operating
currency, which is the Renminbi Yuan ("RMB"). For information purposes only, the
amounts may be translated into U.S. dollars at an exchange rate of $1.00 =
RMB8.28, which represents the approximate single rate of exchange as quoted by
the People's Bank of China on June 30, 2000. No representation is made that RMB
amounts could have been, or could be, converted into U.S. dollars at that rate
or any other rate.
<TABLE>
<CAPTION>

(Amounts in thousands)                      Three months ended June 30,        Six months ended June 30,
                                            ---------------------------        -------------------------
                                                  2000             1999             2000            1999
                                                   RMB              RMB              RMB             RMB
<S>                                              <C>         <C>                   <C>         <C>
Net sales:
   Supermarket operations                        1,280                -            2,431               -
   Processed timber                              1,036                -            1,282               -
                                            ----------       ----------       ----------      ----------
                                                 2,316                -            3,713               -
                                            ----------       ----------       ----------      ----------
Gross profit/(loss)                               (232)               -             (131)              -
Gross profit/(loss) margin (%)                  (10.02)               -            (3.53)              -
Income/(loss) from continuing
  before income taxes                           (3,185)           4,007            5,326           1,547
Income taxes                                       187             (620)          (1,770)           (620)
                                            ----------       ----------       ----------      ----------
Income/(loss) from continuing
  before minority interest                      (2,998)           3,387            3,556             927
Minority interests                                 814           (1,874)          (3,603)         (1,874)
                                            ----------       ----------       ----------      ----------
Income/(loss) from continuing operations        (2,184)           1,513              (47)           (947)
Discontinued operations                              -           (1,285)               -          (3,174)
                                            ----------       ----------       ----------      ----------
Net income/(loss)                               (2,184)             228              (47)         (4,121)
                                            ==========       ==========       ==========      ==========
</TABLE>
         NET SALES AND GROSS PROFIT

         The Company previously engaged in marketing and distribution of natural
rubber and rubber products produced by the Hainan State Farms and non-state
farms in the PRC, and procurement of production materials and supplies,
including chemicals, farm equipment and machinery, automobiles and other
commodities, for use primarily by the Hainan State Farms and other unaffiliated
customers. Pursuant to a Shareholders' Agreement on Business Restructuring dated
March 3, 2000, among the Company, Billion Luck and the Farming Bureau, the
natural rubber distribution business and the procurement of materials and
supplies business ceased effective as of January1, 2000. Pursuant to an Assets
and Staff Transfer Agreement dated March 3, 2000, among the Farming Bureau,
HARC, First Supply, Second Supply and Sales Centre, the assets, liabilities and
staff related to the ceased businesses were transferred to the Farming Bureau
effective as of January 1, 2000. The restructuring resulted in the
discontinuation of substantially all of the existing operations of the Company
as of December 31, 1999. The Company has contemplated setting up several new
lines of business as part of the restructuring. As of June 30, 2000, the Company
has set up two lines of business, the supermarket operation and the processing
and sale of timber. The supermarket operation has gross profit and gross profit
margin of RMB420,000 (US$51,000) and 17.3%, respectively, for the first half of
2000. The sale of processed timber business has a gross loss of RMB551,000
(US$67,000) or 43.0% on sales for the first half of 2000, as the processing
factory is still in the start-up phase and is currently operated at one third of
its full capacity.

                                       10
<PAGE>

         For the second quarter of 2000, the supermarket operation has gross
profit and gross profit margin of RMB224,000 (US$27,000) and 17.5%,
respectively, while the processed timber business has a gross loss of RMB455,000
(US$55,000) or 43.9% on sales for the same period.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling, general and administrative expenses for the first half of 2000
were RMB8.2 million (US$995,000), compared to RMB5.4 million (US$651,000) for
the corresponding period in 1999. The increase was mainly attributable to
selling and administrative expenses of HARC, which amounted to RMB2.7 million
(US$326,000) for the first half of 1999 and were grouped in the procurement of
materials and supplies business, which is shown as discontinued operations. For
the first half of 2000, selling and administrative expenses of HARC were grouped
as corporate administrative expenses.

         Selling, general and administrative expenses for the second quarter of
2000 were RMB3.8 million (US$458,000), compared to RMB2.8 million (US$344,000)
for the corresponding period in 1999. The increase was mainly attributable to
selling and administrative of HARC, which amounted to RMB1.0 million
(US$122,000) for the second quarter of 1999 and were grouped in the procurement
of materials and supplies business, which is shown as discontinued operations.
For the second quarter of 2000, selling and administrative expenses of HARC were
grouped as corporate administrative expenses.

         FINANCIAL INCOME, NET

         Net financial income increased by more than thirteen times from
RMB271,000 (US$33,000) for the first half of 1999 to RMB3.7 million (US$448,000)
for the corresponding period in 2000. The increase was mainly attributable to
the interest received in the second quarter of 2000 on a RMB45 million (US$5.4
million) short-term loan to an unaffiliated third party, which amounted to
RMB4.2 million (US$507,000). The increase in interest income was partly offset
by an exchange loss amounting to RMB860,000 (US$104,000), arising from the
conversion of Renminbi to Hong Kong dollars.

         Net financial income increased by more than nineteen times from
RMB192,000 (US$23,000) for the second quarter of 1999 to RMB3.7 million
(US$443,000) for the corresponding period in 2000. The increase was also
attributable to the reasons aforementioned.

         OTHER INCOME, NET

         Other income increased from RMB6.7 million (US$805,000) for the first
half of 1999 to RMB10.5 million (US$1.3 million) for the corresponding period in
2000 and from RMB6.7 million (US$805,000) for the second quarter of 1999 to a
loss of RMB2.5 million (US$300,000) for the corresponding period in 2000. Other
income in 1999 represented the dividend income received on a long-term
investment while the other income/(loss) in 2000 mainly represented a net
gain/(loss) on trading of marketable securities.

         DISCONTINUED OPERATIONS

         Discontinued operations for the first half of 1999 represented a loss
from operations of the discontinued rubber distribution and procurement of
materials and supplies businesses.


LIQUIDITY AND CAPITAL RESOURCES

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

         The Company has a working capital surplus of approximately RMB167
million (US$20.2 million) as of June 30, 2000, compared to that of approximately
RMB164 million (US$19.8 million) as of December 31, 1999. Net cash provided by
operating activities for the six months ended June 30, 2000 was approximately
RMB71.2 million (US$8.6 million), as compared to RMB8.4 million (US$1.0 million)
for the corresponding period in 1999. Net cash flows from the Company's
operating activities are attributable to the Company's income and changes in
operating assets and liabilities.

                                       11
<PAGE>

         Pursuant to an Assets and Staff Transfer Agreement dated March 3, 2000,
the Farming Bureau purchased assets and assumed liabilities and staff related to
the ceased businesses effective as of January 1, 2000. The purchase price was
the lower of the book value or fair value of the net assets transferred (which
were not materially different), determined as of January 1, 2000, which amounted
to RMB70,527,000 (US$8,518,000).

         There has been no other significant change in financial condition and
liquidity since the fiscal year ended December 31, 1999. 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 Renminbi. 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 Renminbi,
there is no significant translation difference arising on consolidation.
However, the Company may suffer exchange loss when it converts Renminbi to other
currencies, such as Hong Kong dollars or United States dollars.

         The Company's interest income is most sensitive to changes in the
general level of Renminbi interest rates. In this regard, changes in Renminbi
interest rates affect the interest earned on the Company's cash equivalents. As
at June 30, 2000, the Company's cash equivalents are mainly Renminbi, Hong Kong
Dollar and United States Dollar deposits with financial institutions, bearing
market interest rates without fixed term.

         As at June 30, 2000, the Company had short-term investments in
marketable securities in Hong Kong stock market with a total market value of
RMB981,000 (US$119,000). 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 at the time of purchase.


YEAR 2000 ISSUE

         The Year 2000 issue is the result of information technology systems and
embedded systems using a two-digit format, as opposed to four digits, to
indicate the year. The Company and its subsidiaries use a limited amount of
computer software primarily in connection with their accounting and financial
reporting systems. Such programs have been upgraded so that they are year 2000
compatible. In addition to software issues, certain of the computer hardware of
the Company and its subsidiaries have been replaced with more current
technology.

         As of June 30, 2000, the Company has not experienced any disruptions or
failures to its normal operations as a result of the transition into calendar
year 2000.


                                       12
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS:

         NONE

ITEM 2.  CHANGES IN SECURITIES:

         NONE

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

         (a) The following Exhibits are filed as part of this Form 10-Q or
incorporated by reference as indicated below:

       Exhibit No.                     Exhibit Description
       -----------                     -------------------


        3.1       Articles of Incorporation of the Registrant, filed on January
                  15, 1986 (Filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

        3.2       By-laws of the Registrant (Filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

        3.3       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

        3.4       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

        3.5       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective March 31, 1995, and filed on June 19,
                  1995 (Filed with Quarterly Report on Form 10-Q/A for the
                  fiscal quarter ended March 31, 1995, and with Current Report
                  on Form 8-K dated June 19, 1995, and incorporated herein by
                  reference.)

        3.6       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective December 30, 1996 (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.)

        3.7       Amended and Restated By-laws of the Registrant, as amended on
                  December 30, 1996 (Filed with Annual Report on Form 10-K/A for
                  the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.)

                                       13
<PAGE>

        4.1       Certificate of Designation of Series B Convertible Preferred
                  Stock, filed on December 13, 1995 (Filed with Current Report
                  on Form 8-K dated March 8, 1996, and incorporated herein by
                  reference.)

        4.2       Certificate of Amendment of Certificate of Designation of
                  Series B Convertible Preferred Stock, effective December 31,
                  1997 (Filed with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.1       Rental Agreement, by and between General Bureau of Hainan
                  State Farms (the Farming Bureau) and Hainan Agricultural
                  Resources Company Limited (Original Chinese version with
                  English Translation filed as Exhibit 10.14 to Annual Report on
                  Form 10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

       10.2       China Resources Development, Inc., 1995 Stock Option Plan,
                  adopted as of March 31, 1995 (Filed as Exhibit 10.18 to
                  Quarterly Report on Form 10-Q/A for the fiscal quarter ended
                  March 31, 1995, and the Current Report on Form 8-K dated June
                  19, 1995, and incorporated herein by reference.)

       10.3       Contract on Investment in the Xilian Timber Mill between HARC
                  and the State-Run Xilian Farm of Hainan Province dated July 7,
                  1994, and Supplementary Agreement dated December 24, 1994
                  (Original Chinese version with English translation filed as
                  Exhibit 10.26 to Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995, and incorporated herein by
                  reference.)

       10.4       Loan Agreement between HARC and the Farming Bureau, dated
                  March 25, 1996, and the supplementary agreement dated December
                  31, 1996 (Certified English translation of original Chinese
                  version filed as Exhibit 10.28 to Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1996,and incorporated
                  herein by reference.)

       10.5       Loan Agreement between HARC and the Registrant, dated March
                  25, 1996 (Certified English translation of original Chinese
                  version filed as Exhibit 10.29 to Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.)

       10.6       Rental Agreement between HARC and the Hainan Farming Bureau
                  Testing Center, dated August 9, 1996 (Certified English
                  translation of original Chinese version filed as Exhibit 10.30
                  to Annual Report on Form 10-K/A for the fiscal year ended
                  December 31, 1996, and incorporated herein by reference.)

       10.7       China Resources Development, Inc., Amended and Restated 1995
                  Stock Option Plan, as amended on December 30, 1996 (Filed as
                  Exhibit 10.34 to Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.8       Advertising and Media Agreement by and between the Registrant
                  and Marketing Direct Concepts, Inc., dated April 1, 1997
                  (Filed as Exhibit 10.36 to Quarterly Report on Form 10-Q for
                  the fiscal quarter ended June 30, 1997, and incorporated
                  herein by reference.)

       10.9       Financial Consulting Agreement by and between the Registrant
                  and Integrated Capital Development Group, Inc., dated May 1,
                  1997 (Filed as Exhibit 10.37 to Quarterly Report on Form 10-Q
                  for the fiscal quarter ended June 30, 1997, and incorporated
                  herein by reference.)

       10.10      Stock Purchase Agreement, by and between HARC and Guilinyang
                  Farm, dated December 29, 1997. (Filed as Exhibit 10.39 to
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1997 and incorporated herein by reference.)

                                       14
<PAGE>

       10.11      Agreement for the Sale and Purchase of Share in Hainan
                  Zhongwei Agricultural Resources Company Ltd., dated April 30,
                  1998, by and between Guilinyang Farm and the Company. (Filed
                  as Exhibit 10.41 to Quarterly Report on Form 10-Q for the
                  fiscal quarter ended June 30, 1998 and incorporated herein by
                  reference.)

       10.12      Employment Agreement between the Company and Li Feilie, dated
                  August 1, 1998 (Filed as Exhibit 10.42 to Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1998 and
                  incorporated herein by reference.)

       10.13      Employment Agreement between the Company and Tam Cheuk Ho,
                  dated February 1, 1999 (Filed as Exhibit 10.43 to Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1998 and incorporated herein by reference.)

       10.14      Employment Agreement between the Company and Wong Wah On,
                  dated February 1, 1999 (Filed as Exhibit 10.44 to Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1998 and incorporated herein by reference.)

       10.15      Service Agreement between the Company and Ching Lung Po, dated
                  February 1, 1999 (Filed as Exhibit 10.45 to Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1998 and
                  incorporated herein by reference.)

       10.16      Long-Term Sale and Purchase Supplementary Agreement No. 3 by
                  and among Farming Bureau, HARC, First Supply and Second
                  Supply, dated May 21, 1999 (Certified English translation of
                  original Chinese version filed as Exhibit 10.22 to Quarterly
                  Report on Form 10-Q for the fiscal quarter ended June 30, 1999
                  and incorporated herein by reference.)

       10.17      Assets and Staff Transfer Agreement by and among the Farming
                  Bureau, HARC, First Supply, Second Supply and Sales Centre
                  dated March 3, 2000 (Certified English translation of original
                  Chinese version filed as Exhibit 10.23 to Current Report on
                  Form 8-K dated March 3, 2000, and incorporated herein by
                  reference.)

       10.18      Shareholders' Agreement on Business Restructuring by and among
                  the Farming Bureau, the Company and Billion Luck dated March
                  3, 2000 (Certified English translation of original Chinese
                  version filed as Exhibit 10.24 to Current Report on Form 8-K
                  dated March 3, 2000, and incorporated herein by reference.)

       10.19      Acquisition Agreement among the Registrant, E-link Investment
                  Limited and Silver Moon Technologies Limited, dated June 30,
                  2000 (Filed as Exhibit 10.25 to Current Report on Form 8-K
                  dated June 30, 2000, and incorporated herein by reference.)

       11         Computation of Earnings/(Loss) Per Share (Contained in
                  Financial Statements in Part I, Item I hereof.)

       27         Financial Data Schedule  (Filed herewith. For SEC use only.)

       (b)        During the three months ended June 30, 2000, the Company filed
                  one current report on Form 8-K, dated June 30, 2000. That
                  report reported, in Item 2, the Company's acquisition of an
                  80% equity interest in Silver Moon Technologies Limited
                  ("Silver Moon") for total consideration of US$1,500,000 which
                  the Company paid by issuing to Silver Moon's former sole
                  equity owner, E-link Investment Limited, 244,897 shares of the
                  Company's unregistered restricted common stock, $0.001 par
                  value. No financial statements were filed therewith.


                                       15


<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.





August 11, 2000                      By:/s/ Ching Lung Po
                                        -------------------------------------
                                        Ching Lung Po, President



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







                                       16


<PAGE>

                                EXHIBIT INDEX

      Exhibit No.                           Exhibit Description
      -----------                           -------------------


        3.1       Articles of Incorporation of the Registrant, filed on January
                  15, 1986 (Filed with Annual Report on Form 10-K/A for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.)

        3.2       By-laws of the Registrant (Filed with Annual Report on Form
                  10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

        3.3       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

        3.4       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, filed on November 18, 1994 (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.)

        3.5       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective March 31, 1995, and filed on June 19,
                  1995 (Filed with Quarterly Report on Form 10-Q/A for the
                  fiscal quarter ended March 31, 1995, and with Current Report
                  on Form 8-K dated June 19, 1995, and incorporated herein by
                  reference.)

        3.6       Certificate of Amendment of Articles of Incorporation of the
                  Registrant, effective December 30, 1996 (Filed with Annual
                  Report on Form 10-K/A for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.)

        3.7       Amended and Restated By-laws of the Registrant, as amended on
                  December 30, 1996 (Filed with Annual Report on Form 10-K/A for
                  the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.)

        4.1       Certificate of Designation of Series B Convertible Preferred
                  Stock, filed on December 13, 1995 (Filed with Current Report
                  on Form 8-K dated March 8, 1996, and incorporated herein by
                  reference.)

        4.2       Certificate of Amendment of Certificate of Designation of
                  Series B Convertible Preferred Stock, effective December 31,
                  1997 (Filed with Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.1       Rental Agreement, by and between General Bureau of Hainan
                  State Farms (the Farming Bureau) and Hainan Agricultural
                  Resources Company Limited (Original Chinese version with
                  English Translation filed as Exhibit 10.14 to Annual Report on
                  Form 10-K/A for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.)

       10.2       China Resources Development, Inc., 1995 Stock Option Plan,
                  adopted as of March 31, 1995 (Filed as Exhibit 10.18 to
                  Quarterly Report on Form 10-Q/A for the fiscal quarter ended
                  March 31, 1995, and the Current Report on Form 8-K dated June
                  19, 1995, and incorporated herein by reference.)

       10.3       Contract on Investment in the Xilian Timber Mill between HARC
                  and the State-Run Xilian Farm of Hainan Province dated July 7,
                  1994, and Supplementary Agreement dated December 24, 1994
                  (Original Chinese version with English translation filed as
                  Exhibit 10.26 to Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995, and incorporated herein by
                  reference.)


                                       17
<PAGE>

       10.4       Loan Agreement between HARC and the Farming Bureau, dated
                  March 25, 1996, and the supplementary agreement dated December
                  31, 1996 (Certified English translation of original Chinese
                  version filed as Exhibit 10.28 to Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1996,and incorporated
                  herein by reference.)

       10.5       Loan Agreement between HARC and the Registrant, dated March
                  25, 1996 (Certified English translation of original Chinese
                  version filed as Exhibit 10.29 to Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.)

       10.6       Rental Agreement between HARC and the Hainan Farming Bureau
                  Testing Center, dated August 9, 1996 (Certified English
                  translation of original Chinese version filed as Exhibit 10.30
                  to Annual Report on Form 10-K/A for the fiscal year ended
                  December 31, 1996, and incorporated herein by reference.)

       10.7       China Resources Development, Inc., Amended and Restated 1995
                  Stock Option Plan, as amended on December 30, 1996 (Filed as
                  Exhibit 10.34 to Annual Report on Form 10-K/A for the fiscal
                  year ended December 31, 1996, and incorporated herein by
                  reference.)

       10.8       Advertising and Media Agreement by and between the Registrant
                  and Marketing Direct Concepts, Inc., dated April 1, 1997
                  (Filed as Exhibit 10.36 to Quarterly Report on Form 10-Q for
                  the fiscal quarter ended June 30, 1997, and incorporated
                  herein by reference.)

       10.9       Financial Consulting Agreement by and between the Registrant
                  and Integrated Capital Development Group, Inc., dated May 1,
                  1997 (Filed as Exhibit 10.37 to Quarterly Report on Form 10-Q
                  for the fiscal quarter ended June 30, 1997, and incorporated
                  herein by reference.)

       10.10      Stock Purchase Agreement, by and between HARC and Guilinyang
                  Farm, dated December 29, 1997. (Filed as Exhibit 10.39 to
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1997 and incorporated herein by reference.)

       10.11      Agreement for the Sale and Purchase of Share in Hainan
                  Zhongwei Agricultural Resources Company Ltd., dated April 30,
                  1998, by and between Guilinyang Farm and the Company. (Filed
                  as Exhibit 10.41 to Quarterly Report on Form 10-Q for the
                  fiscal quarter ended June 30, 1998 and incorporated herein by
                  reference.)

       10.12      Employment Agreement between the Company and Li Feilie, dated
                  August 1, 1998 (Filed as Exhibit 10.42 to Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1998 and
                  incorporated herein by reference.)

       10.13      Employment Agreement between the Company and Tam Cheuk Ho,
                  dated February 1, 1999 (Filed as Exhibit 10.43 to Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1998 and incorporated herein by reference.)

       10.14      Employment Agreement between the Company and Wong Wah On,
                  dated February 1, 1999 (Filed as Exhibit 10.44 to Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1998 and incorporated herein by reference.)

       10.15      Service Agreement between the Company and Ching Lung Po, dated
                  February 1, 1999 (Filed as Exhibit 10.45 to Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1998 and
                  incorporated herein by reference.)

       10.16      Long-Term Sale and Purchase Supplementary Agreement No. 3 by
                  and among Farming Bureau, HARC, First Supply and Second
                  Supply, dated May 21, 1999 (Certified English translation of
                  original Chinese version filed as Exhibit 10.22 to Quarterly
                  Report on Form 10-Q for the fiscal quarter ended June 30, 1999
                  and incorporated herein by reference.)

                                       18
<PAGE>

       10.17      Assets and Staff Transfer Agreement by and among the Farming
                  Bureau, HARC, First Supply, Second Supply and Sales Centre
                  dated March 3, 2000 (Certified English translation of original
                  Chinese version filed as Exhibit 10.23 to Current Report on
                  Form 8-K dated March 3, 2000, and incorporated herein by
                  reference.)

       10.18      Shareholders' Agreement on Business Restructuring by and among
                  the Farming Bureau, the Company and Billion Luck dated March
                  3, 2000 (Certified English translation of original Chinese
                  version filed as Exhibit 10.24 to Current Report on Form 8-K
                  dated March 3, 2000, and incorporated herein by reference.)

       10.19      Acquisition Agreement among the Registrant, E-link Investment
                  Limited and Silver Moon Technologies Limited dated June 30,
                  2000 (Filed as Exhibit 10.25 to Current Report on Form 8-K
                  dated June 30, 2000, and incorporated herein by reference.)

       11         Computation of Earnings/(Loss) Per Share (Contained in
                  Financial Statements in Part I, Item I hereof.)

       27         Financial Data Schedule  (Filed herewith. For SEC use only.)






                                       19