UNITED STATES

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 quarterly period ended June 30,
2012

or



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

Commission File Number: 001-35104



CHINA RESOURCES DEVELOPMENT INC.

(Exact name of registrant as specified in
its charter)



|Cayman Islands                  |  | N/A                
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

c/o SSC Mandarin Investment Group Limited

1402 China Resources Building

26 Harbour Road, Wanchai

Hong Kong

852-2504-2333

(Address, including zip code, and telephone
number, including area code,

of registrant’s 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 filing requirements for the past 90 days.

YesþNo ̈

Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

YesþNo ̈

Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):



|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filerþ                        |  | Smaller reporting company ̈
|------------------------ |  | ------------------ |  | --------------------------------------------- |  | --------------------------
|                         |  |                    |  | (Do not check if a smaller reporting company) |  |                           

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

As of August 10, 2012, the registrant
had 1,437,500 shares of its common stock, par value $0.001 per share, outstanding.

















CHINA RESOURCES DEVELOPMENT INC.

TABLE OF CONTENTS



|PART I. FINANCIAL INFORMATION                                                                                                                                                    |  |   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|                                                                                                                                                                                 |  |   
|Item 1. Financial Statements                                                                                                                                                     |  | 3 
|                                                                                                                                                                                 |  |   
|Condensed Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011                                                                                                   |  | 3 
|                                                                                                                                                                                 |  |   
|Condensed Statements of Operations for the three and six months ended June 30, 2012 and 2011, and the period from December 6, 2010 (inception) through June 30, 2012 (unaudited) |  | 4 
|                                                                                                                                                                                 |  |   
|Condensed Statements of Stockholders’ Equity (Deficit) for the period from December 6, 2010 (inception) through June 30, 2012 (unaudited)                                        |  | 5 
|                                                                                                                                                                                 |  |   
|Condensed Statements of Cash Flows for the six months ended June 30, 2012 and 2011, and  the period from December 6, 2010 (inception) through June 30. 2012 (unaudited)          |  | 6 
|                                                                                                                                                                                 |  |   
|Notes to Condensed Financial Statements (unaudited)                                                                                                                              |  | 7 
|                                                                                                                                                                                 |  |   
|Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                    |  | 13
|                                                                                                                                                                                 |  |   
|Item 4. Controls and Procedures                                                                                                                                                  |  | 16
|                                                                                                                                                                                 |  |   
|PART II. OTHER INFORMATION                                                                                                                                                       |  |   
|                                                                                                                                                                                 |  |   
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                              |  | 17
|                                                                                                                                                                                 |  |   
|Item 6. Exhibits                                                                                                                                                                 |  | 17





2







PART I — FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



CHINA RESOURCES DEVELOPMENT INC.

(a Development Stage Company)

CONDENSED BALANCE SHEETS



|                                                                                                                                                                                                                                                                                                         |  | June 30, 2012 |          |   | December 31, 2011 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ----------------- | -
|                                                                                                                                                                                                                                                                                                         |  | (unaudited)   |          |   | (I)               |  
|ASSETS                                                                                                                                                                                                                                                                                                   |  |               |          |   |                   |  
|Current assets - cash                                                                                                                                                                                                                                                                                    |  | $             | 2,100    |   |                   | $
|Deferred offering costs                                                                                                                                                                                                                                                                                  |  |               | 383,938  |   |                   |  
|Total assets                                                                                                                                                                                                                                                                                             |  | $             | 386,038  |   |                   | $
|                                                                                                                                                                                                                                                                                                         |  |               |          |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                                                                                                                                                    |  |               |          |   |                   |  
|Current liabilities:                                                                                                                                                                                                                                                                                     |  |               |          |   |                   |  
|Accounts payable and accrued expenses                                                                                                                                                                                                                                                                    |  | $             | 93,708   |   |                   | $
|Due to related party                                                                                                                                                                                                                                                                                     |  |               | 387,584  |   |                   |  
|Note payable to related party                                                                                                                                                                                                                                                                            |  |               |          |   |                   |  
|                                                                                                                                                                                                                                                                                                         |  |               |          |   |                   |  
|Total current liabilities                                                                                                                                                                                                                                                                                |  |               | 481,292  |   |                   |  
|COMMITMENTS                                                                                                                                                                                                                                                                                              |  |               |          |   |                   |  
|Stockholders’ deficit:                                                                                                                                                                                                                                                                                   |  |               |          |   |                   |  
|1,000,000 preferred shares, par value $0.001 per share authorized; no shares issued and outstanding at June 30, 2012 and December 31, 2011 50,000,000 ordinary shares, par value $0.001 per share authorized; 1,437,500 ordinary shares issued and outstanding as of June 30, 2012 and December 31, 2011 |  |               | 1,437    |   |                   |  
|Additional paid-in capital                                                                                                                                                                                                                                                                               |  |               | 23,563   |   |                   |  
|Deficit accumulated during the development stage                                                                                                                                                                                                                                                         |  |               | (120,254 | ) |                   |  
|Total stockholders’ deficit                                                                                                                                                                                                                                                                              |  |               | (95,254  | ) |                   |  
|Total liabilities and stockholders’ deficit                                                                                                                                                                                                                                                              |  | $             | 386,038  |   |                   | $



| | (I) | The balance sheet at December 31, 2011 was derived from the audited financial statements at that date and condensed.
| | --- | --------------------------------------------------------------------------------------------------------------------



The accompanying notes are an integral part
of these condensed financial statements.





3









CHINA RESOURCES DEVELOPMENT INC.

(a Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)



|                                                                          | For the three month period ended June 30, |      |           | For the six month period ended June 30, |      |   | For the period from December 6, 2010 (Inception) to |     
|------------------------------------------------------------------------- | ----------------------------------------- | ---- | --------- | --------------------------------------- | ---- | - | --------------------------------------------------- | ----
|                                                                          |                                           | 2012 |           |                                         | 2011 |   |                                                     | 2012
|Revenue                                                                   |                                           | $    |           |                                         |      | $ |                                                     |     
|                                                                          |                                           |      |           |                                         |      |   |                                                     |     
|Formation, operating costs and impairment                                 |                                           |      | (20,493   | )                                       |      |   | (2,312                                              | )   
|                                                                          |                                           |      |           |                                         |      |   |                                                     |     
|Net loss applicable to ordinary shareholders                              |                                           |      | (20,493   | )                                       |      |   | (2,312                                              | )   
|                                                                          |                                           |      |           |                                         |      |   |                                                     |     
|Loss per ordinary share, basic and diluted                                |                                           | $    | (0.01     | )                                       |      | $ |                                                     |     
|                                                                          |                                           |      |           |                                         |      |   |                                                     |     
|Weighted average number of ordinary shares outstanding, basic and diluted |                                           |      | 1,437,500 |                                         |      |   | 1,911,401                                           |     







The accompanying notes are an integral part
of these condensed financial statements.





4







CHINA RESOURCES DEVELOPMENT INC.

(a Development Stage Company)

CONDENSED STATEMENTS OF STOCKHOLDERS’
DEFICIT

For the Period from December 6, 2010
(Inception) to June 30, 2012



|                                                                                      |  |              |           |   |         |   |       |             |  |   | Deficit       |  |  |         |         
|------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ------- | - | ----- | ----------- |  | - | ------------- |  |  | ------- | --------
|                                                                                      |  |              |           |   |         |   |       |             |  |   | Accumulated   |  |  |         |         
|                                                                                      |  |              |           |   |         |   |       | Additional  |  |   | During the    |  |  |         |         
|                                                                                      |  | Common Stock |           |   | Paid-in |   |       | Development |  |   | Stockholders’ | 
|                                                                                      |  | Shares       |           |   | Amount  |   |       | Capital     |  |   | Stage         |  |  | Deficit |         
|Balances, December 6, 2010 (Inception)                                                |  |              |           |   |         | $ |       |             |  | $ |               |  |  | $       |         
|Ordinary share issued at $0.001 per share to initial shareholder on December 6, 2010  |  |              | 1         |   |         |   |       |             |  |   |               |  |  |         |         
|Net loss for the period                                                               |  |              |           |   |         |   |       |             |  |   |               |  |  |         | (4,139  
|Balances at December 31, 2010                                                         |  |              | 1         |   |         |   |       |             |  |   |               |  |  |         | (4,139  
|Ordinary shares issued at $0.001 per share to initial shareholders on January 6, 2011 |  |              | 2,156,249 |   |         |   | 2,156 |             |  |   | 22,844        |  |  |         |         
|Repurchase and cancellation of  ordinary shares on May 31, 2011                       |  |              | (718,750  | ) |         |   | (719  | )           |  |   | 719           |  |  |         |         
|Net loss                                                                              |  |              |           |   |         |   |       |             |  |   |               |  |  |         | (68,440 
|Balances at December 31, 2011                                                         |  |              | 1,437,500 |   |         |   | 1,437 |             |  |   | 23,563        |  |  |         | (72,579 
|Net loss (unaudited)                                                                  |  |              |           |   |         |   |       |             |  |   |               |  |  |         | (47,675 
|Balances at June 30, 2012 (unaudited)                                                 |  |              | 1,437,500 |   |         | $ | 1,437 |             |  | $ | 23,563        |  |  | $       | (120,254



The accompanying notes are an integral part
of these condensed financial statements.



5







CHINA RESOURCES DEVELOPMENT INC.

(a Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)





|                                                                           |  | For the six month period ended June 30, 2012 |         |   | For the six month period ended June 30, 2011 |   |          | For the period from December 6, 2010 (Inception) to June 30, 2012 | 
|-------------------------------------------------------------------------- |  | -------------------------------------------- | ------- | - | -------------------------------------------- | - | -------- | ----------------------------------------------------------------- | 
|Cash flows from operating activities:                                      |  |                                              |         |   |                                              |   |          |                                                                   | 
|Net loss                                                                   |  | $                                            | (47,675 | ) |                                              | $ | (3,103   | )                                                                 | 
|                                                                           |  |                                              |         |   |                                              |   |          |                                                                   | 
|Adjustment to reconcile net loss to net cash used in operating activities: |  |                                              |         |   |                                              |   |          |                                                                   | 
|Impairment of deferred offering costs                                      |  |                                              |         |   |                                              |   |          |                                                                   | 
|Changes in operating assets and liabilities:                               |  |                                              |         |   |                                              |   |          |                                                                   | 
|Accounts payable and accrued expenses                                      |  |                                              | 24,932  |   |                                              |   |          |                                                                   | 
|Net cash used in operating activities                                      |  |                                              | (22,743 | ) |                                              |   | (3,103   | )                                                                 | 
|                                                                           |  |                                              |         |   |                                              |   |          |                                                                   | 
|                                                                           |  |                                              |         |   |                                              |   |          |                                                                   | 
|Cash flows from financing activities:                                      |  |                                              |         |   |                                              |   |          |                                                                   | 
|Advance from related party                                                 |  |                                              | 22,010  |   |                                              |   | 89,862   |                                                                   | 
|Proceeds from note payable to related party                                |  |                                              |         |   |                                              |   | 25,861   |                                                                   | 
|Proceeds from issuance of ordinary shares to initial shareholders          |  |                                              |         |   |                                              |   | 25,000   |                                                                   | 
|                                                                           |  |                                              |         |   |                                              |   |          |                                                                   | 
|Refund of deferred offering costs                                          |  |                                              | 2,075   |   |                                              |   |          |                                                                   | 
|Payment of deferred offering costs                                         |  |                                              |         |   |                                              |   | (136,816 | )                                                                 | 
|Net cash provided by financing activities                                  |  |                                              | 24,085  |   |                                              |   | 3,907    |                                                                   | 
|                                                                           |  |                                              |         |   |                                              |   |          |                                                                   | 
|Net increase (decrease) in cash                                            |  |                                              | 1,342   |   |                                              |   | 804      |                                                                   | 
|Cash at beginning of period                                                |  |                                              | 758     |   |                                              |   |          |                                                                   | 
|                                                                           |  |                                              |         |   |                                              |   |          |                                                                   | 
|Cash at end of period                                                      |  | $                                            | 2,100   |   |                                              | $ | 804      |                                                                   | 
|                                                                           |  |                                              |         |   |                                              |   |          |                                                                   | 
|                                                                           |  |                                              |         |   |                                              |   |          |                                                                   | 
|Supplemental disclosure of noncash financing activities:                   |  |                                              |         |   |                                              |   |          |                                                                   | 
|Payable and accrual of deferred offering costs                             |  | $                                            |         |   |                                              | $ | 5,633    |                                                                   | 
|Deferred offering costs paid by related party                              |  | $                                            |         |   |                                              | $ | 167,404  |                                                                   | 
|Conversion of advance from related party to note payable to related party  |  | $                                            |         |   |                                              | $ | 24,139   |                                                                   | 
|Conversion of note payable to related party to  due to related party       |  | $                                            | 50,000  |   |                                              | $ |          |                                                                   | 





The accompanying notes are an integral part
of these condensed financial statements.





6











CHINA RESOURCES DEVELOPMENT INC.

(a Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)



Note 1 — Interim Financial Information

The accompanying condensed
balance sheet as of June 30, 2012, the condensed statements of operations for the three and six months ended June 30, 2012 and
2011, and for the period from December 6, 2010 (Inception) through June 30, 2012, the condensed statements of stockholders’
deficit for the period from December 6, 2010 (Inception) through June 30, 2012, and the condensed statements of cash flows for
the six months ended June 30, 2012 and 2011, and for the period from December 6, 2010 (Inception) through June 30, 2012 are unaudited. These
unaudited condensed financial statements are prepared in United States dollars and have been prepared in accordance with United
States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions
to Form 10-Q. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements
of China Resources Development Inc. (a corporation in the development stage) (the “Company”). In the opinion of management,
all adjustments necessary for a fair presentation have been included and are of a normal recurring nature. Interim results are
not necessarily indicative of the results that may be expected for the year. These unaudited condensed interim financial statements
should be read in conjunction with the Company’s audited financial statements as of December 31, 2011, which are included
in Form 10-K filed with the SEC in April 2012.



Note 2 — Organization and Nature of Business Operations

The Company was incorporated
in Cayman Islands on December 6, 2010 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or other similar business combination or contractual arrangement, with one or more businesses
or entities (collectively the ‘‘Business Combination’’).



At June 30, 2012 (unaudited),
the Company had neither engaged in any operations nor generated revenue to date. All activity through June 30, 2012 (unaudited)
relates to the Company’s formation and the proposed public offering described below. The Company is considered to be in the
development stage as defined in Financial Accounting Standard Board Accounting Standard Codification (‘‘ASC’’)
915, ‘‘Development Stage Enterprises’’, and is subject to the risks associated with activities of development
stage companies. The Company has selected December 31st as its fiscal year-end.



The registration statement
for the Company’s initial public offering (“Proposed Offering”) (see Note 5) was declared effective on June 8,
2011.  However, due to market conditions, the Company has not yet consummated the Proposed Offering.  The Company
will not have any operations, if at all, until the Proposed Offering is completed.



Note 3 – Liquidity and Going Concern



During the six months
ended June 30, 2012 and the period from December 6, 2010 (Inception) through June 30, 2012, the Company was engaged in capital
raising activities. As indicated in the accompanying condensed financial statements, at June 30, 2012 (unaudited) and December
31, 2011, the Company had $2,100 and $758 in cash, respectively, and $479,192 and $433,592 in negative working capital, respectively.
During the six months ended June 30, 2012 and the period from December 6, 2010 (Inception) through June 30, 2012 (unaudited), the
Company had a net loss of $(47,675) and $(120,254) respectively, and utilized $22,743 and $31,821 respectively, in cash from operations.
During the three months ended June 30, 2012, the Company had a net loss of $(20,493). These factors, among others, indicate that
the Company is in need of additional financing in order to continue its planned activities for the year that began on January 1,
2012. No adjustment has been made in the accompanying condensed financial statements to the amounts and classification of assets
and liabilities which could result should the Company be unable to continue as a going concern.





7









Note 3 – Liquidity and Going Concern –
(continued)



The Company continues
to be dependent upon cash receipts from debt and equity financing from SSC Mandarin Investment Group Limited (“SSCMG”),
a related party. Management’s plans to sustain its operations by relying on the continuing financial support from SSCMG and
the sale of common stock in its initial public offering. There can be no assurances that SSCMG will continue to fund the working
capital requirements of the Company or that the sale of common stock in its initial public offering will result in sufficient cash
to fund operations at current levels, if any.



Note 4 — Summary of Significant Accounting Policies



Translation of foreign currency

The financial statements are presented in U.S. dollars. Assets
and liabilities held at institutions that have a functional currency (i.e., the currency in which activities are primarily conducted)
other than the U.S. dollar are translated to U.S. dollars at period-end exchange rates.



Development stage company

The Company complies with the reporting requirements of ASC
915 ‘‘Development Stage Entities’’.



Concentration of credit risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist of a cash account in a financial institution, which may, at times, exceed the federally insured
limits. The Company is subject to credit risk to the extent any financial institution with which it conducts business is unable
to fulfill contractual obligations on its behalf. Management monitors the financial condition of such financial institutions and
does not anticipate any losses from these counterparties.



Deferred offering costs

The Company complies with the requirements of the SEC Staff
Accounting Bulletin (SAB) Topic 5A ‘‘Expenses of Offering’’. Deferred offering costs consist principally
of accounting, legal and other fees incurred through the balance sheet dates that are related to the Proposed Offering and that
will be charged to stockholders’ deficit upon the receipt of the Proposed Offering proceeds or charged to expense if the
Proposed Offering is not completed. The Company had incurred deferred offering costs of approximately $424,000 and $426,000 relating
to expenses connected with the Proposed Offering as of June 30, 2012 (unaudited) and December 31, 2011, respectively.



These costs are reviewed periodically by management for indications
of impairment. In light of the passage of time since the June 2011 declaration of effectiveness of its registration statement and
its still uncompleted Proposed Offering, management has estimated that approximately $0, $0 and $40,000 of deferred offering costs
have been impaired for the six months ended June 30, 2012 and 2011 and for the period from December 6, 2010 (Inception) to June
30, 2012, respectively. This estimate was primarily based upon management’s judgment of supplemental costs it expects to
incur to complete the Proposed Offering given the passage of time. This impairment charge has been reflected in the accompanying
condensed statements of operations.



Fair value of financial instruments

The fair value of the Company’s assets and liabilities,
which qualify as financial instruments under ASC 820 ‘‘Fair Value Measurements and Disclosures’’, approximates
the carrying amounts presented in the accompanying balance sheets.





8







Note 4 — Summary of Significant Accounting Policies
– (continued)



Income taxes

There is, at present, no direct taxation in the Cayman Islands
and interest, dividends, and gains payable to the Company are received free of all Cayman Islands taxes. The Company is registered
as an “exempted company” pursuant to the Cayman Islands Companies Law (as amended). The Company has received an undertaking
from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of 20 years from such date, no law that thereafter
is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income or on gains or appreciation, or any tax
in the nature of estate duty or inheritance tax, will apply to any property composed in or any income arising under the Company,
or to the shareholders thereof, in respect of any such property or income. As the Company proceeds with making investments in various
jurisdictions, tax considerations outside the Cayman Islands may arise. Although the Company intends to pursue tax-efficient investments,
it may be subject to income tax, withholding tax, capital gains tax, and other taxes imposed by tax authorities in other jurisdictions.
The Company does not expect to be subject to direct taxation based on net income in the U.S. as long as it maintains its non-U.S.
trade or business status. The Company does not expect to invest in any U.S. obligation that will be subject to U.S. withholding
taxes.



The Company is required to determine whether its tax positions
are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related
appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest
amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant
taxing authority. Derecognition of a tax benefit previously recognized results in the Company recording a tax liability that reduces
ending retained earnings. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized
tax benefits as of June 30, 2012 (unaudited) and December 31, 2011. The Company’s conclusions may be subject to review and
adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations
and interpretations thereof.



The Company recognizes interest and penalties related to unrecognized
tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of
June 30, 2012 (unaudited) and December 31, 2011. The Company is subject to income tax examinations by major taxing authorities
since inception.



The Company may be subject to potential examination by U.S.
federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include
questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal,
U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.



Loss per ordinary share

The Company complies with accounting and disclosure requirements
of ASC 260 ‘‘Earnings per Share’’. Basic loss per ordinary share is computed by dividing net loss applicable
to common shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per ordinary
share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised
or converted into ordinary shares or resulted in the issuance of ordinary shares and would then share in the earnings of the Company
except where the result would be anti-dilutive. There were no potentially dilutive securities or other contracts outstanding for
all periods presented; as a result, diluted loss per ordinary share is the same as basic loss per ordinary share.





9









Note  4 — Summary of Significant Accounting
Policies – (continued)



Use of estimates

The preparation of condensed financial statements in conformity
with GAAP 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 condensed financial statements and the reported amounts of expenses
during the reporting period. Actual results could differ from these estimates.



Geographical risk

The Company’s operations, if a Business Combination is
consummated outside the United States, will be subject to local government regulations and to the uncertainties of the economic
and political conditions of those areas.



New accounting pronouncements

The Company’s management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed
financial statements.



Note 5 – Proposed Public Offering



The registration statement for the Proposed
Offering was declared effective on June 8, 2011.  However, due to market conditions, the Company has not yet consummated
the Proposed Offering.  The Proposed Offering called for the Company to offer for public sale up to 5,000,000 units (‘‘Units’’)
at $10.00 per unit. Each Unit consists of one ordinary share of the Company at $0.001 par value, and one redeemable ordinary share
purchase warrant (‘‘Warrant’’). Each Warrant will entitle the holder to purchase from the Company one ordinary
share at an exercise price of $11.50 upon the completion of the initial Business Combination, and will expire five years from the
completion of the initial Business Combination. The Warrant will be redeemable at a price of $0.01 per Warrant upon 30 days prior
written notice (‘‘30-Day Notice Period’’) at any time while the Warrants are exercisable, only in the event
that the last sale price of the ordinary shares is at least $17.50 per share for any 20 trading days within a 30 trading day period
ending on the third business day prior to the date on which notice of redemption is given, provided that the Company has an effective
registration statement under the Securities Act covering the shares issuable upon exercise of the warrants and a current prospectus
relating to them is available throughout the 30-Day Notice Period and until the date of redemption. If a registration statement
is not effective within a specified period following the consummation of a Business Combination, public warrant holders may, until
such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective
registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities
Act of 1933, provided that such exemption is available. If that exemption is not available, holders will not be able to exercise
their warrants on a cashless basis. Notwithstanding the foregoing, in no event will the Company be required to net cash settle
the Warrants.



The Company anticipates granting the underwriters
a 45-day option to purchase up to 15% of the total number of Units sold in the Proposed Offering solely to cover over-allotments,
if any. A discount of 3% of gross proceeds from the offering is anticipated for underwriting fees.



10









Note 6 — Related Party Transactions



An entity controlled by the Company’s
principal stockholder and director, SSCMG, provided preliminary funding in the amount of approximately $24,000 for formation and
operating costs and deferred offering costs for the period from December 6, 2010 (Inception) to December 31, 2010, which is included
in due to related party. On January 5, 2011, the Company issued a $50,000 unsecured promissory note to SSCMG, which included a
conversion of the amounts previously recorded as due to related party. The note was non-interest bearing and was payable on the
earlier of January 5, 2012 or the consummation of the Proposed Offering. On January 5, 2012, the note matured and SSCMG agreed
to a conversion of the amount as due to related party. As of June 30, 2012 (unaudited) and December 31, 2011, SSCMG had advanced
to the Company an aggregate of approximately $388,000 and $316,000, respectively, to cover operating costs and deferred offering
costs.



The Company currently occupies office space
provided by an affiliate of its Chairman and Chief Executive Officer. Such affiliate has agreed that, from the consummation of
the Proposed Offering until the consummation of the initial Business Combination by the Company or the distribution of the Trust
Account to the Public Shareholders, it will make such office space, as well as general and administrative services, available to
the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $10,000 per month
for such services.



Robin Lee, director and officer of the Company,
and other officers of the Company have agreed to purchase in a private placement warrants simultaneously with the consummation
of the Proposed Offering at an aggregate purchase price of approximately $3,000,000 from the Company and not as part of the Proposed
Offering. The purchasers will agree not to transfer such warrants until the completion of a Business Combination. Management does
not believe that the sale of warrants to such individuals will result in the recognition of stock-based compensation expense because
management believes the warrants would be sold at or above fair value. However, the actual fair value of the warrants and any stock-based
compensation will be determined on the date of issuance.



The Company has entered into an advisory
agreement with Global Strategic Partners Limited (“GSPL”), an entity for which John Ambruz, a director of the Company,
is the Managing Member. The agreement provides for financial advisory and coordination services related to the Proposed Offering.
Costs for services provided by both GSPL and its Managing Member total approximately $0, $50,000 and $50,000 for the six months
ended June 30, 2012 and 2011, and for the period December 6, 2010 (inception) through June 30, 2012 respectively, and are included
in deferred offering costs and accrued offering costs. Additional fees of $225,000 will be paid upon consummation of the Proposed
Offering and fees of $325,000 upon consummation of a Business Combination. The Company will also reimburse GSPL for its reasonable
out-of pocket expenses.



In January 2011, Robin Lee transferred a
total of 912,813 ordinary shares to other parties, including 452,813 ordinary shares to GSPL and 23,000 ordinary shares to John
F. Ambruz, GSPL’s Managing Member, at a purchase price of approximately $0.01 per share (or an aggregate of $10,583), the
same price Mr. Lee originally paid for such shares. Mr. Lee transferred the shares to these parties, including GSPL and Mr. Ambruz,
so they could participate in the equity ownership of the Company at the same price that Mr. Lee was participating without the need
for the Company to issue additional shares and cause further dilution. The transfer of shares to Mr. Ambruz was made after he had
agreed to serve as director of the Company. However, the transfers to GSPL and Mr. Ambruz were not in any way related to the advisory
agreement with GSPL described above.





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Note 7 — Stockholders’ Deficit



Preferred Shares

The Company is authorized to issue up to
1,000,000 preferred shares, par value $0.001 per share, with such designations, voting and other rights and preferences as may
be determined from time to time by the Company’s board of directors. No preferred shares were issued and outstanding as of
June 30, 2012 or December 31, 2011.



Ordinary Shares

On December 6, 2010, in connection with
the formation of the Company, the Company issued one ordinary share to Robin Lee, director and officer of the Company, for a nominal
consideration. On January 6, 2011, the Company further issued 2,156,249 ordinary shares to Robin Lee for an aggregate of approximately
$25,000 in cash, in a private placement.



During May 2011, the Company repurchased
an aggregate of 718,750 ordinary shares from its initial stockholders for an aggregate of $0.01. The repurchase was made solely
to maintain the Company’s initial stockholders’ ownership interest in the Company’s ordinary shares at 20% following
a reduction in the size of the Proposed Offering. Such repurchased shares were immediately cancelled, resulting in the retirement
of the treasury shares and a corresponding credit to additional paid-in capital.



Of the initial ordinary shares outstanding,
an aggregate of up to 187,500 shares are subject to redemption by the Company to the extent that the over-allotment option is not
exercised in full by the underwriters. The Company will redeem from the holders of these ordinary shares, at no cost to the Company,
a number of ordinary shares necessary to maintain their collective 20% ownership interest in the Company’s securities after
giving effect to the Proposed Offering and exercise, if any, of the underwriters’ over-allotment option.



Note 8 — Subsequent Events



Management has performed an evaluation of
subsequent events through August 10, 2012, the date of issuance of the condensed financial statements. Subsequent events have been
evaluated through this date, noting no additional items which require adjustment or disclosure.





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|ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

References to the “Company,” “us” or
“we” refer to China Resources Development Inc. The following discussion and analysis of the Company’s financial
condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto
contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.



Special Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included
in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of
management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate
to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available to, our management. Actual results could differ materially
from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the Securities
and Exchange Commission (the “SEC”). All subsequent written or oral forward looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by this paragraph.



Overview

We were incorporated in Cayman Islands on December 6, 2010 for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other
similar business combination or contractual arrangement, with one or more businesses or entities, which we refer to as a “target
business”. While our efforts to identify a prospective target business will not necessarily be limited to a particular industry
or geographic region, we initially intend to focus on businesses located in or serving the People’s Republic of China that
are engaged primarily in the basic minerals mining and related industries. We intend to utilize cash derived from the proceeds
of this offering, our securities, debt or a combination of cash, securities and debt, in effecting a business combination.



The registration statement for our initial public offering (“Proposed
Offering”) was declared effective on June 8, 2011.  However, due to market conditions, we have not yet consummated
the Proposed Offering.  We will not have any operations, if at all, until the Proposed Offering is completed.



Results of Operations

For the six months ended June 30, 2012 and 2011 and the period
from December 6, 2010 (inception) through June 30, 2012, we had a net loss of $47,675, $3,103 and $120,254, respectively.
We incurred deferred offering costs of approximately $424,000 and $426,000 with regard to the Proposed Offering as of June 30,
2012 and December 31, 2011, respectively.



At June 30, 2012, we had neither engaged in any operations nor
generated revenue to date. All activity through June 30, 2012 relates to our formation and the Proposed Offering.





13









Liquidity and Capital Resources



We believe that, upon consummation of the Proposed Offering,
we will have sufficient available funds to operate for the next 24 months, assuming that a business combination is not consummated
during that time. However, we will be dependent on loans from SSC Mandarin Investment Group Limited (“SSCMG”), an entity
controlled by Robin Lee, our Chairman and Chief Executive Officer, for funds to meet our working capital needs from time to time
prior to the consummation of the Proposed Offering.



We are obligated, commencing on the consummation of the Proposed
Offering, to pay SSCMG a monthly fee of $10,000 for general and administrative services. We have agreed to pay Global Strategic
Partners Limited (“GSPL”), an entity controlled by John F. Ambruz, a member of our board of directors, an advisory
fee of an aggregate of $600,000 for assisting us with our formation and the Proposed Offering.



We have paid GSPL $50,000 of such fee and will pay GSPL an additional
$225,000 of such fee upon consummation of the Proposed Offering and the remaining $325,000 of such fee upon consummation of our
initial business combination.



As of June 30, 2012, SSCMG has advanced an aggregate of $387,584
to us, on a non-interest bearing basis, for payment of operating and offering expenses on our behalf, as well as the first portion
of the advisory fee payable to GSPL. The loans will be payable without interest on the consummation of the Proposed Offering. The
loans will be repaid out of the proceeds of the Proposed Offering not being placed in trust. Our officers have committed to purchase
warrants for a total purchase price of $3,000,000 from us. This purchase will take place on a private placement basis simultaneously
with the consummation of the Proposed Offering.



In addition, in order to finance transaction costs and supplement
our working capital in connection with an intended initial business combination, our officers, directors, initial shareholders
or their affiliates may, but are not obligated to, loan us funds as may be required to be evidenced by a promissory note. In the
event that the initial business combination does not close, we may use a portion of the working capital held outside the trust
account to repay such promissory note but no proceeds from our trust account would be used for such repayment. If we consummate
a business combination, we will either repay the note, without interest, or, at the holder’s option, convert it into warrants.



Critical Accounting Policies

The preparation of financial statements and related disclosures
in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ
from those estimates. We have identified the following as our critical accounting policies:



Development stage company

The Company complies with the reporting requirements of ASC
915 ‘‘Development Stage Entities’’.





14









Deferred offering costs

The Company complies with the requirements of the SEC Staff
Accounting Bulletin (SAB) Topic 5A “Expenses of Offering”. Deferred offering costs consist principally of accounting,
legal and other fees incurred through the balance sheet date that are related to the Proposed Offering and that will be charged
to shareholder’s equity upon the receipt of the Proposed Offering proceeds or charged to expense if the Proposed Offering
is not completed. The Company had incurred deferred offering costs of approximately $424,000 and $426,000 relating to expenses
connected with the Proposed Offering as of June 30, 2012 (unaudited) and December 31, 2011, respectively.



These costs are reviewed periodically by management for indications
of impairment. During the year ended December 31, 2011, the Company incurred approximately $40,000 of impairment charges.



Income taxes

There is, at present, no direct taxation in the Cayman Islands
and interest, dividends, and gains payable to the Company are received free of all Cayman Islands taxes. The Company is registered
as an “exempted company” pursuant to the Cayman Islands Companies Law (as amended). The Company has received an undertaking
from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of 20 years from such date, no law that thereafter
is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income or on gains or appreciation, or any tax
in the nature of estate duty or inheritance tax, will apply to any property composed in or any income arising under the Company,
or to the shareholders thereof, in respect of any such property or income. As the Company proceeds with making investments in various
jurisdictions, tax considerations outside the Cayman Islands may arise. Although the Company intends to pursue tax-efficient investments,
it may be subject to income tax, withholding tax, capital gains tax, and other taxes imposed by tax authorities in other jurisdictions.
The Company does not expect to be subject to direct taxation based on net income in the U.S. as long as it maintains its non-U.S.
trade or business status. The Company does not expect to invest in any U.S. obligation that will be subject to U.S. withholding
taxes.



The Company is required to determine whether its tax positions
are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related
appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest
amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant
taxing authority. Derecognition of a tax benefit previously recognized results in the Company recording a tax liability that reduces
ending retained earnings. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized
tax benefits as of June 30, 2012 and December 31, 2011. The Company's conclusions may be subject to review and adjustment at a
later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations
thereof.



The Company recognizes interest and penalties related to unrecognized
tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized for the
three and six months ended June 30, 2012 and 2011 and for the period from December 6, 2010 (inception) through June 30, 2012. The
Company is subject to income tax examinations by major taxing authorities since inception.



The Company may be subject to potential examination by U.S.
federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include
questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal,
U.S. state and foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will
materially change over the next twelve months.





15









Loss per ordinary share

The Company complies with accounting and disclosure requirements
of ASC 260 ‘‘Earnings per Share’’. Basic loss per ordinary share is computed by dividing net loss applicable
to common shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted loss per ordinary
share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised
or converted into ordinary shares or resulted in the issuance of ordinary shares and would then share in the earnings of the Company
except where the result would be anti-dilutive. There were no potentially dilutive securities or other contracts outstanding for
all periods presented; as a result, diluted loss per ordinary share is the same as basic loss per ordinary share.



Use of estimates

The preparation of financial statements in conformity with U.S.
GAAP 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 expenses during the reporting
period. Actual results could differ from these estimates.



New accounting pronouncements

The Company’s management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed
financial statements.



ITEM 4.  CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including
our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure.



As required by Rules 13a-15 and 15d-15 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), our Chief Executive Officer and Chief Financial Officer carried
out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012.
Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.



During the most recently completed fiscal quarter, there has
been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





16









PART II — OTHER INFORMATION



ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS

On December 6, 2010, in connection with the formation of the
Company, the Company issued one ordinary share to Robin Lee, director and officer of the Company, for a nominal consideration.
On January 6, 2011, the Company further issued 2,156,249 ordinary shares to Robin Lee for an aggregate of approximately $25,000
in cash, in a private placement.



During May 2011, the Company repurchased an aggregate of 718,750
ordinary shares from its initial shareholders for an aggregate of $0.01. The repurchase was made solely to maintain the Company’s
initial shareholders’ ownership interest in the Company’s ordinary shares at 20% following a reduction in the size
of the Proposed Offering. Such repurchased shares were immediately cancelled, resulting in the retirement of the treasury shares
and a corresponding credit to additional paid-in capital.



The proceeds from the issuance of the securities described above
have been used to pay the Company’s expenses relating to the Proposed Offering.



ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated
by reference into, this Quarterly Report on Form 10-Q.



|Exhibit Number |  | Description                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                              
|31.1*          |  | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).                   
|               |  |                                                                                                              
|31.2*          |  | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).                   
|               |  |                                                                                                              
|32.1*          |  | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
|               |  |                                                                                                              
|32.2*          |  | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
|               |  |                                                                                                              
|101.INS**      |  | XBRL Instance Document                                                                                       
|               |  |                                                                                                              
|101.SCH**      |  | XBRL Taxonomy Extension Scheme                                                                               
|               |  |                                                                                                              
|101.CAL**      |  | XBRL Taxonomy Extension Calculation Linkbase                                                                 
|               |  |                                                                                                              
|101.DEF**      |  | XBRL Taxonomy Extension Definition Linkbase                                                                  
|               |  |                                                                                                              
|101.LAB**      |  | XBRL Taxonomy Extension Label Linkbase                                                                       
|               |  |                                                                                                              
|101.PRE**      |  | XBRL Taxonomy Extension Presentation Linkbase                                                                



|* | Filed herewith
|- | --------------



|** | To be furnished by amendment.
|-- | -----------------------------





17









SIGNATURES

Pursuant to the requirements of
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. |                                     
| | -------------------------------- | ------------------------------------
| | Date: August 14, 2012            |                                     
| |                                  |                                     
| | /s/ Seng Leong Lee               |                                     
| | Name:                            | Seng Leong Lee                      
| | Title:                           | Chairman and Chief Executive Officer
| |                                  |                                     
| | /s/ Wing Kai Ho                  |                                     
| | Name:                            | Wing Kai Ho                         
| | Title:                           | Chief Financial Officer             





18