AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 2003

                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                        CHINA RESOURCES DEVELOPMENT, INC.
            (Exact name of registration as specified in its charter)

           Nevada                                       87-02623643
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                     Room 2105, West Tower, Shun Tak Centre
                              200 Connaught Road C.
                              Sheung Wan, Hong Kong
                                011-852-2810-7205
          (Address and Telephone Number of Principal Executive Offices)

                             1995 Stock Option Plan
                            (Full Title of the Plan)

                                   Copies to:

                Tam Cheuk Ho                         Steven I. Weinberger, Esq.
           Chief Financial Officer                    Schneider Weinberger LLP
      China Resources Development, Inc.              2499 Glades Road, Suite 108
         Room 2105, Shun Tak Centre                     Boca Raton, FL 33431
200 Connaught Road C., Sheung Wan, Hong Kong               (561) 362-9595
             011-852-2810-7205                          (561) 362-9612 (fax)


<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE


                                                      Proposed              Proposed
                                                       maximum               maximum
                                                      offering              aggregate            Amount of
  Title of securities         Amount to be            price per             offering           registration
   to be registered            registered             share                 price                   fee
-----------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                 <C>                      <C>
Common Stock, $.001
par value per share (1) (2)       209,455             $12.55              $2,628,660               $212.66
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1)      This calculation is made solely for the purpose of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act, and is calculated upon the average of the high and low
         prices of the securities on the Nasdaq Stock Market on July 14, 2003.

(2)      Pursuant to Rule 416(a), this registration statement also includes any
         additional shares of common stock which become issuable under the Plan
         by reason of any stock dividend, stock split, recapitalization or
         similar event resulting in an increase in the number of shares of
         common stock issued and outstanding.

<PAGE>
                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE
-------           ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         - Annual Report on Form 10-KSB for the year ended December 31, 2002,
           filed on April 15, 2003
         - Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003,
           filed on May 20, 2003

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Room 2105, West Tower, Shun
Tak Centre, 200 Connaught Road C., Sheung Wan, Hong Kong.

ITEM 4.           DESCRIPTION OF SECURITIES
-------           -------------------------

         Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL
-------           --------------------------------------

         Not Applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------           -----------------------------------------

         The Nevada General Corporation Law allows us to indemnify each of our
officers and directors who are made a party to a proceeding if:

         (a)      the officer or director conducted himself or herself in good
                  faith;

         (b)      his or her conduct was in our best interests, or if the
                  conduct was not in an official capacity, that the conduct was
                  not opposed to our best interests; and

                                      II-1
<PAGE>
         (c)      in the case of a criminal proceeding, he or she had no
                  reasonable cause to believe that his or her conduct was
                  unlawful.

         We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director is found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED
-------           -----------------------------------

         Not applicable.

ITEM 8.           EXHIBITS
-------           --------

          5.1    Consent and Opinion of Schneider Weinberger LLP
                 (including Exhibit 23.1) *
         10.1    Restated 1995 Stock Option Plan *
         23.1    Consent of Schneider Weinberger LLP (included in Exhibit 5.1) *
         23.2    Consent of Independent Certified Public Accountants*
--------------------
*        Filed herewith.

ITEM 9.           UNDERTAKINGS
-------           ------------

         (a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume


                                      II-2
<PAGE>

                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 against such liabilities (other than the payment
by the registrant in the successful defense of an action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel, the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                      II-3
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hong Kong, on this 17th day of July 2003.

                            CHINA RESOURCES DEVELOPMENT, INC.


                            By: /s/ Ching Lung Po
                                ------------------------------------------------
                                Ching Lung Po, President, Chief Executive
                                Officer, Chairman of the Board of Directors and
                                Principal Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons and in the
capacities indicated.

   Signature                           Title                           Date
   ---------                           -----                           ----

/s/ Ching Lung Po   President, Chief Executive Officer, Principal  July 17, 2003
-----------------
Ching Lung Po       Executive Officer, Chairman of the Board of
                    Directors and Director
                                          -

/s/ Tam Cheuk Ho    Chief Financial Officer, Principal Financial   July 17, 2003
-----------------
Tam Cheuk Ho        Officer and Director

/s/ Wong Wah On     Financial Controller, Secretary and Director   July 17, 2003
-----------------
Wong Wah On

/s/ Lam Kwan Sing   Director                                       July 17, 2003
-----------------
Lam Kwan Sing

/s/ Ng Kin Sing     Director                                       July 17, 2003
-----------------
Ng Kin Sing

/s/ Lo Kin Cheung   Director                                       July 17, 2003
-----------------
Lo Kin Cheung


<PAGE>
                                  EXHIBIT INDEX


          5.1     Consent and Opinion of Schneider Weinberger LLP
                  (including Exhibit 23.1)
         10.1     Restated 1995 Stock Option Plan
         23.1     Consent of Schneider Weinberger LLP (included in Exhibit 5.1)
         23.2     Consent of Independent Certified Public Accountants
[{"type": "S-8", "sequence": "1", "filename": "chinaresourcess-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16108}]
{"company-data": {"conformed-name": "CHINA RESOURCES DEVELOPMENT INC", "cik": "0000793628", "assigned-sic": "5190", "irs-number": "970263643", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107108", "film-number": "03790706"}, "business-address": {"street1": "ROOM 2105 WEST TOWER SHUN TAK CENTRE", "street2": "168-200 CONNAUGHT ROAD CENTRAL", "city": "SHEUNG WAN HONG KONG", "phone": "011-852-28"}, "mail-address": {"street1": "C/O BAKER & HOSTETLER", "street2": "P O BOX 112", "city": "ORLANDO", "state": "FL", "zip": "32802"}, "former-company": {"former-conformed-name": "MAGENTA CORP", "date-changed": "19940217"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 2003

                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                        CHINA RESOURCES DEVELOPMENT, INC.
            (Exact name of registration as specified in its charter)

           Nevada                                       87-02623643
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                     Room 2105, West Tower, Shun Tak Centre
                              200 Connaught Road C.
                              Sheung Wan, Hong Kong
                                011-852-2810-7205
          (Address and Telephone Number of Principal Executive Offices)

                             1995 Stock Option Plan
                            (Full Title of the Plan)

                                   Copies to:

                Tam Cheuk Ho                         Steven I. Weinberger, Esq.
           Chief Financial Officer                    Schneider Weinberger LLP
      China Resources Development, Inc.              2499 Glades Road, Suite 108
         Room 2105, Shun Tak Centre                     Boca Raton, FL 33431
200 Connaught Road C., Sheung Wan, Hong Kong               (561) 362-9595
             011-852-2810-7205                          (561) 362-9612 (fax)
CALCULATION OF REGISTRATION FEE

                                                      Proposed              Proposed
                                                       maximum               maximum
                                                      offering              aggregate            Amount of
  Title of securities         Amount to be            price per             offering           registration
   to be registered            registered             share                 price                   fee
-----------------------------------------------------------------------------------------------------------
Common Stock, $.001
par value per share (1) (2)       209,455             $12.55              $2,628,660               $212.66
-----------------------------------------------------------------------------------------------------------
(1)      This calculation is made solely for the purpose of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act, and is calculated upon the average of the high and low
         prices of the securities on the Nasdaq Stock Market on July 14, 2003.

(2)      Pursuant to Rule 416(a), this registration statement also includes any
         additional shares of common stock which become issuable under the Plan
         by reason of any stock dividend, stock split, recapitalization or
         similar event resulting in an increase in the number of shares of
         common stock issued and outstanding.
PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE
-------           ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         - Annual Report on Form 10-KSB for the year ended December 31, 2002,
           filed on April 15, 2003
         - Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003,
           filed on May 20, 2003

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Room 2105, West Tower, Shun
Tak Centre, 200 Connaught Road C., Sheung Wan, Hong Kong.

ITEM 4.           DESCRIPTION OF SECURITIES
-------           -------------------------

         Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL
-------           --------------------------------------

         Not Applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------           -----------------------------------------

         The Nevada General Corporation Law allows us to indemnify each of our
officers and directors who are made a party to a proceeding if:

         (a)      the officer or director conducted himself or herself in good
                  faith;

         (b)      his or her conduct was in our best interests, or if the
                  conduct was not in an official capacity, that the conduct was
                  not opposed to our best interests; and

                                      II-1
(c)      in the case of a criminal proceeding, he or she had no
                  reasonable cause to believe that his or her conduct was
                  unlawful.

         We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director is found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED
-------           -----------------------------------

         Not applicable.

ITEM 8.           EXHIBITS
-------           --------

          5.1    Consent and Opinion of Schneider Weinberger LLP
                 (including Exhibit 23.1) *
         10.1    Restated 1995 Stock Option Plan *
         23.1    Consent of Schneider Weinberger LLP (included in Exhibit 5.1) *
         23.2    Consent of Independent Certified Public Accountants*
--------------------
*        Filed herewith.

ITEM 9.           UNDERTAKINGS
-------           ------------

         (a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume

                                      II-2
and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 against such liabilities (other than the payment
by the registrant in the successful defense of an action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel, the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hong Kong, on this 17th day of July 2003.

                            CHINA RESOURCES DEVELOPMENT, INC.

                            By: /s/ Ching Lung Po
                                ------------------------------------------------
                                Ching Lung Po, President, Chief Executive
                                Officer, Chairman of the Board of Directors and
                                Principal Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons and in the
capacities indicated.

   Signature                           Title                           Date
   ---------                           -----                           ----

/s/ Ching Lung Po   President, Chief Executive Officer, Principal  July 17, 2003
-----------------
Ching Lung Po       Executive Officer, Chairman of the Board of
                    Directors and Director
                                          -

/s/ Tam Cheuk Ho    Chief Financial Officer, Principal Financial   July 17, 2003
-----------------
Tam Cheuk Ho        Officer and Director

/s/ Wong Wah On     Financial Controller, Secretary and Director   July 17, 2003
-----------------
Wong Wah On

/s/ Lam Kwan Sing   Director                                       July 17, 2003
-----------------
Lam Kwan Sing

/s/ Ng Kin Sing     Director                                       July 17, 2003
-----------------
Ng Kin Sing

/s/ Lo Kin Cheung   Director                                       July 17, 2003
-----------------
Lo Kin Cheung
EXHIBIT INDEX

          5.1     Consent and Opinion of Schneider Weinberger LLP
                  (including Exhibit 23.1)
         10.1     Restated 1995 Stock Option Plan
         23.1     Consent of Schneider Weinberger LLP (included in Exhibit 5.1)
         23.2     Consent of Independent Certified Public Accountants