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 September 30, 2008

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

For the transition period from ______to______.

CHINA GROWTH DEVELOPMENT, INC.

(Exact name of registrant as specified in Charter)

DELAWARE		333-109458		13-4204191
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

927 Canada Court

City of Industry, California 91748

(Address of Principal Executive Offices)

_______________

(626) 581-9098

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes T No £

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

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company x

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

Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of as of November 18, 2008: 34,970,007 shares of Common Stock.

CHINA GROWTH DEVELOPMENT, INC.

FORM 10-Q

September 30, 2008

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4T.	Control and Procedures

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings
Item 1A	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K

SIGNATURE

Item 1. Financial Information

CHINA GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


Assets	September 30, 2008		December 31, 2007
	(Unaudited)		(Audited)
Current Assets
Cash and cash equivalents	$	2,354,871	$	1,184,621
Other receivables, net		45,924		8,947
Other receivables from related party		216,753		92,634
Interest receivables from related parties		9,741		9,160
Notes receivable from related party		145,792		137,088
Prepaid expenses		-		22,179
Advances to suppliers		11,685,044		10,885,969
Assets from discontinued operations		46,280		-

Total Current Assets		14,504,405		12,340,598

Fixed assets, net		61,050,812		58,139,771

Intangible assets, net		10,770,378		10,288,717

Total Assets	$	86,325,595	$	80,769,086


Liabilities and Stockholders' Equity

Current Liabilities
Accounts payable and accrued expenses	$	97,466	$	205,627
Loans payable		1,960,899		1,985,030
Loans payable to related parties		512,526		358,548
Advance from Customers		278,143		-
Construction payable		2,738,064		3,095,639
Income tax payable		346,117		229,343
Other payable		764,754		495,774
Deferred revenue - current		10,149,842		9,530,814
Liabilities from discontinued operations		75,634		-

Total Current Liabilities		16,923,444		15,900,775

Deferred revenue - non-current		25,724,975		29,501,367

Total Liabilities		42,648,419		45,402,142

Minority interest		15,934,462		7,159,250

Stockholders' Equity
Preferred stock - $.0001 par value; 10,000 shares authorized, 0 shares
issued and outstanding		-		-
Common stock - $.0001 par value; 200,000,000 shares authorized,
34,970,007 and 31,500,000 shares issued and outstanding		3,497		3,150
Additional paid-in capital		5,914,536		9,131,176
Other comprehensive income		4,433,889		1,958,238
Retained earnings		17,390,792		17,115,130

Total Stockholders' Equity		27,742,714		28,207,694

Total Liabilities and Stockholders' Equity	$	86,325,595	$	80,769,086

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

-1-

CHINA GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2008			2007			2008			2007

Net revenue	$	4,422,398		$	3,601,977		$	11,789,732		$	9,797,877

General, selling and administrative expenses		2,037,041			2,223,198			6,333,042			5,646,011

Operating income		2,385,356			1,378,779			5,456,690			4,151,866

Non-operating income (expenses)
Interest income		1,714			63,473			5,180			67,187
Interest expense		(53,747	)		(29,249	)		(226,364	)		(168,220	)
Other expense		(35,133	)		(143,907	)		(136,681	)		(143,907	)
Total non-operating expenses		(87,167	)		(109,683	)		(357,866	)		(244,940	)

Income before provision for income tax		2,298,189			1,269,096			5,098,824			3,906,926

Provision for income tax		26,872			14,848			69,941			45,711

Net income before minority interest		2,271,317			1,254,248			5,028,883			3,861,215

Minority interest		886,392			296,902			2,319,339			914,015

Net income from continuing operations		1,384,925			957,346			2,709,544			2,947,200

Loss from discontinued operations		-			-			(87,064	)		-

Net income	$	1,384,925		$	957,346		$	2,622,480		$	2,947,200

Weighted average number of common shares:
Outstanding, basic and diluted		34,970,007			31,500,000			33,018,023			31,500,000

Net earnings per share from continuing operations	$	0.04		$	0.03		$	0.08		$	0.09
Net loss per share from discontinued operations	$	-		$	-		$	-		$	-
Basic & diluted earnings per share	$	0.04		$	0.03		$	0.08		$	0.09

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

-2-

CHINA GROWTH DEVELOPMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For The Nine Months Ended September 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,622,480		$	2,947,200
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation & amortization		1,791,574			1,307,132
Minority interest		2,319,339			914,015
Warrants issued for compensation		191,138			-
Warrants issued in reverse acquisition		689,347			-
Loss from discontinued operations		87,064			-
Decrease (increase) in current assets:
Other receivable		(44,557	)		(78,634	)
Other receivable from related parties		(114,717	)		-
Interest receivable from related parties		-			3,658
Advances to suppliers		(104,688	)		632,632
Prepaid expenses		22,885			141,644
Increase (decrease) in liabilities:
Construction payable		(537,629	)		(932,081	)
Other payable		230,432			1,212,219
Advance from customers		269,863			420,587
Tax payable		99,170			802,351
Accrued expense		(117,609	)		30,725
Deferred revenue		(5,467,843	)		(3,738,006	)
Net cash used in discontinued operations		(3,893	)		-

Net cash provided by operating activities		1,932,355			3,663,442

CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired on reverse acquisition		3,742			-
Acquisition of property & equipment		(867,933	)		(4,046,418	)
Proceeds from loan receivables from employees		9,232			-
Proceeds from loan receivables from related parties		-			56,722
Proceeds from loan receivables from others		-			82,474

Net cash used in investing activities		(854,959	)		(3,907,221	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from loans from related parties		127,307			4,227
Repayments of short-term loan		(145,695	)		(1,201,538	)
Proceeds from long-term debt		-			1,100,975
Net cash provided by discontinued operations		3,531			-

Net cash used in financing activities		(14,858	)		(96,337	)

EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS		107,711			58,867

NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS		1,170,250			(281,249	)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE		1,184,621			1,676,718

CASH & CASH EQUIVALENTS, ENDING BALANCE	$	2,354,871		$	1,395,468

SUPPLEMENTAL DISCLOSURES:
Interest paid	$	226,364		$	168,220
Income tax paid	$	-		$	-

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

-3-

NOTE 1.

ORGANIZATION AND BASIS OF PRESENTATION

China Growth Development, Inc. (“CGDI”, or “the Company”), formerly known as Teeka Tan Products, Inc., is a Delaware corporation that was initially engaged in the business of marketing and retailing a broad line of high quality value-priced sun care products in Florida through its wholly owned subsidiary, Teeka Tan, Inc. CGDI was incorporated under the laws of the State of Delaware in April 2002, under the name IHealth, Inc. In December 2005, Ihealth, Inc. changed its name to Teeka Tan Products, Inc. On December 13, 2007, Teeka Tan Products, Inc. changed its name to China Growth Development, Inc.

On May 7, 2008, the reverse acquisition between CGDI and Taiyuan Rongan Business Trading Company, Limited (“TRBT”), a company incorporated under the laws of the People’s Republic of China (“PRC) was completed pursuant to the Stock for Stock Equivalent Exchange Agreement and Plan entered into by CGDI and TRBT on November 12, 2007. All of TRBT’s existing capital contributors assigned 80% of their capital contributions in TRBT to CGDI in exchange for an aggregate of 31,500,000 shares of CGDI’s common stock and common stock purchase warrants to purchase an aggregate of 1,400,000 shares of CGDI’s common stock at an exercise price of $0.50 per share.

TRBT was incorporated in Taiyuan City, Shanxi Province, China in December 2005 under the laws of the PRC. TRBT is engaged in the business of building and operation of commercial real estates in China. TRBT holds 76.1% of the issued and outstanding capital contributions of five subsidiaries organized in China that owns and operates shopping malls.

The five subsidiaries of TRBT, including Yudu Minpin Shopping Mall (“Yudu”), Xicheng Shopping Mall (“Xicheng”, also known as Taiyuan Clothing City), Jingpin Clothing City (“Jingpin”), Longma Shopping Mall (“Longma”), and Xindongcheng Clothing Distribution Mall (“Xindongcheng”) were owned initially by Taiyuan Clothing City Group (“TCCG”), the predecessor company of TRBT, prior to May, 2003. During the year 2003, these five shopping malls were acquired by individuals and incorporated as five separate business entities. In January, 2005, TCCG reacquired 51% ownership of each of five shopping malls from the individual shareholders and increased its ownerships to 76.1%.

In December 2005, TRBT, which is related to Taiyuan Clothing City Group (“TCCG”) through common ownership, was incorporated. In December 2005, TRBT acquired all the shares owned by TCCG for the five shopping malls. All five shopping malls are located in Taiyuan City, Shanxi Province, China. TRBT leases each shopping mall booth to commercial tenants conducting business in retail, wholesale and distribution of clothes, shoes, cosmetics, beddings, etc.

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and generally accepted accounting principles for interim financial reporting. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation have been included. Operating results for the nine-month period ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ended December 31, 2008.

-4-

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by CGDI for the net monetary assets of TRBT, accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange will be identical to that resulting from a reverse acquisition, except no goodwill will be recorded. Under reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, CGDI, are those of the legal acquiree which are considered to be the accounting acquirer, TRBT. Shares and per share amounts stated have been adjusted to reflect the merger.

Given that TRBT is considered to have acquired CGDI in the reverse acquisition effective May 7, 2008, and that its capital contributors currently have voting control of CGDI, the accompanying financial statements and related disclosures in the notes to financial statements present the financial position as of September 30, 2008 and December 31, 2007, and the operations for the three months and nine months ended September 30, 2008, and 2007, of TRBT and its subsidiaries under the name of CGDI. The reverse acquisition has been recorded as a recapitalization of CGDI, with the consolidated net assets of TRBT and its subsidiaries, and net assets CGDI brought forward at their historical bases. The costs associated with the reverse acquisition have been expensed as incurred.

Intercompany accounts and transactions have been eliminated in consolidation. Certain data in the financial statements of the prior period has been reclassified to conform to the current period presentation.

Revenue recognition and deferred revenue

The Company's revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Revenue is recognized when services are rendered to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. The Company recognizes revenue net of an allowance for estimated returns, at the time the merchandise is sold or services performed. The allowance for sales returns is estimated based on the Company’s historical experience. Sales taxes are presented on a net basis (excluded from revenues and costs). If the Company had any merchandise on consignment, the related sales from merchandise on consignment would be recorded when the retailer sold such merchandise. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue.

The Company has two major sources of revenue from its shopping mall leasing business, including rental revenue and management services revenue. Rent covering the entire leasing period is generally collected up front from the tenants upon signing the lease agreements, and recorded as deferred revenue. Rental revenue is then recognized over the respective lease term, generally on a monthly basis. Deferred revenue is classified as current and non-current based on the length of maturities. In addition to rental revenue, the Company charges management services fee from its tenants based on the size of the leasing unit. Such management services fee is generally collected once a month, or once every two to three months at certain locations. Fees collected in advance to the months of services being performed will be deferred and recognized as income in the later period being earned.

As of September 30, 2008 and December 31, 2007, current deferred revenue was $10,149,842 and $9,530,814, whereas non-current deferred revenue was $25,724,975 and $29,501,367, respectively.

-5-

Shipping and handling costs

Amounts billed to customers in sales transactions related to shipping and handling represent revenues earned for the goods provided and are included in sales. Costs of shipping and handling are included in the cost of goods sold.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Accounts receivable

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories

The Company's inventories consist of purchased finished goods, labels and bottles. Inventories are stated at lower of cost or market. Cost is determined on the first-in, first-out basis.

Provision for slow moving and obsolete inventory

We write down our inventory for estimated unmarketable inventory or obsolescence equal to the difference between the cost of inventory and the estimated market value based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Property and equipment

Machinery and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of automobiles is provided using the straight-line method over 5 to 20 years. Depreciation of furniture is provided using the straight-line method over 5 to 10 years. Depreciation of machinery and equipments is provided using the straight-line method over 3 to 30 years. Depreciation of building is provided using the straight-line method over 30 to 40 years.

-6-

Impairment of long-lived assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations for a Disposal of a Segment of a Business." The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144. SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, the Company believes that, as of September 30, 2008, there were no significant impairments of its long-lived assets.

Fair value of financial instruments

Statement of Financial Accounting Standard No. 107, “Disclosures about Fair Value of Financial Instruments”, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Earnings per share

The Company has adopted SFAS No. 128, "Earnings per Share." Earnings per common share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. As of September 30, 2008 and December 31, 2007 the Company had common stock warrants that would have converted into 1,930,000 and 30,000 shares of common stock, respectively. The terms of the stock warrants allow the shares to be converted at a conversion price ranging from $0.50 to $7.00 per share, which was above the average closing price of the Company’s stock during the year 2008. As such, it is more likely that the warrants would not be converted, which had no dilutive effect to the earnings per share.

Stock-based compensation

Effective January 1, 2006 The Company adopted SFAS No. 123R "Share-Based Payment" ("SFAS 123R"), a revision to SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123"). Prior to the adoption of SFAS 123R, the Company accounted for stock options in accordance with APB Opinion No. 25 "Accounting for Stock Issued to Employees" (the intrinsic value method), and accordingly, recognized no compensation expense for stock option grants.

Under the modified prospective approach, the provisions of SFAS 123R apply to new awards and to awards that were outstanding on January 1, 2006 that are subsequently modified, repurchased pr cancelled. Under the modified prospective approach, compensation cost recognized in the year ended December 31, 2006 includes compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and the compensation costs for all share-based payments granted subsequent to January 31, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. Prior periods were not restated to reflect the impact of adopting the new standard.

-7-

Income taxes

The Company utilizes SFAS No. 109 (“SFAS 109”), "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), effective January 1, 2007. FIN 48 was issued to clarify the requirements of SFAS 109 relating to the recognition of income tax benefits. FIN 48 provides a two-step approach to recognizing and measuring tax benefits when the benefits’ realization is uncertain. The first step is to determine whether the benefit is to be recognized; the second step is to determine the amount to be recognized:

●

Income tax benefits should be recognized when, based on the technical merits of a tax position, the entity believes that if a dispute arose with the taxing authority and were taken to a court of last resort, it is more likely than not (i.e. a probability of greater than 50 percent) that the tax position would be sustained as filed; and

●	If a position is determined to be more likely than not of being sustained, the reporting enterprise should recognize the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority.

As a result of the implementation of FIN 48, the Company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48. The Company recognized no material adjustments to liabilities or stockholders’ equity in lieu of the implementation. The adoption of FIN 48 did not have a material impact on the Company’s financial statements.

Segment reporting

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

Foreign currency translation and comprehensive income

The Company accounts for foreign currency translation pursuant to SFAS No. 52, "Foreign Currency Translation" ("SFAS 52"). The functional currency of the Company’s shopping mall unit leasing business in China (TRBT) is the Chinese Yuan Renminbi (CNY). TRBT’s financial statements were maintained and presented in CNY, which were translated into U.S. Dollars (USD) in accordance with SFAS 52. Under SFAS 52, all assets and liabilities are translated at the current exchange rate at the end of each fiscal period, stockholders’ equity are translated at the historical rates, and income statement items are translated at the average exchange rates prevailing throughout the respective periods. Gains or losses on financial statement translation from foreign currency are recorded as separate components in the equity section of the balance sheet, under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income”.

-8-

Statement of cash flows

In accordance with Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

Recent pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements”, which is effective for fiscal years beginning after November 15, 2007 with earlier adoption encouraged. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157 which delayed the effective date of SFAS 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until January 1, 2009. The Company has not yet determined the impact the implementation of SFAS 157 will have on the Company’s non-financial assets and liabilities which are not recognized or disclosed on a recurring basis. However, the Company does not anticipate that the full adoption of SFAS 157 will significantly impact their consolidated financial statements.

In February 2007, FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement permits entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The Company adopted SFAS 159 on January 1, 2008, but the implementation of SFAS 159 did not have a significant impact on the Company's financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS 141R). SFAS 141R changes how a reporting enterprise accounts for the acquisition of a business. SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008 and early adoption and retrospective application is prohibited. The Company is currently evaluating the potential impact of the adoption of SFAS 141R on its consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”, which is an amendment of Accounting Research Bulletin (“ARB”) No. 51. This statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This statement changes the way the consolidated income statement is presented, thus requiring consolidated net income to be reported at amounts that include the amounts attributable to both parent and the noncontrolling interest. This statement is effective for the fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the potential impact of the adoption of SFAS 160 on its consolidated financial position, results of operations or cash flows.

-9-

In May 2008, FASB issued SFAS No. 162 (“SFAS 162”), “The Hierarchy of Generally Accepted Accounting Principles”. This Standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS 162 directs the hierarchy to the entity, rather than the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with generally accepted accounting principles. The Standard is effective 60 days following SEC approval of the Public Company Accounting Oversight Board amendments to remove the hierarchy of generally accepted accounting principles from the auditing standards. The Company does not believe this pronouncement will impact its financial statements.

In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, “Determination of the Useful Life of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets”. This Staff Position is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Application of this FSP is not expected to have a significant impact on the financial statements.

In May 2008, the FASB issued FASB Staff Position (FSP) APB 14-1, “Accounting for Convertible Debt That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” ("FSP 14-1"). FSP 14-1 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The FSP includes guidance that convertible debt instruments that may be settled in cash upon conversion should be separated between the liability and equity components, with each component being accounted for in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods. FSP 14-1 is not currently applicable to the Company since the Company does not have convertible debt.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities”. This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The Company does not currently have any share-based awards that would qualify as participating securities. Therefore, application of this FSP is not expected to have an effect on the Company's financial reporting.

NOTE 3.

REVERSE ACQUISITION

On May 7, 2008, CGDI completed the acquisition of TRBT pursuant to the Stock for Stock Equivalent Exchange Agreement and Plan (the “Exchange Agreement”) among CGDI, TRBT, and each of the equity owners of TRBT (“TRBT Shareholders”). Pursuant to the Exchange Agreement, CGDI issued 31,500,000 shares of its common stock, representing 97.3% of CGDI's issued and outstanding common stock immediately following the acquisition and 1,400,000 warrants exercisable at the rate of one warrant for one common share at a price of $0.5 per share, in exchange of 80% equity interest in TRBT.

-10-

As TRBT Shareholders have become the majority shareholder of the consolidated entity comprising CGDI and TRBT, the acquisition has been accounted for as a reverse acquisition using the purchase method of accounting, where CGDI (the legal acquirer) is deemed to be the accounting acquiree and TRBT (the legal acquiree) to be the accounting acquirer. However, the acquisition is also considered to be a capital transaction in substance as TRBT (a private operating company) has been merged into CGDI (a public corporation with nominal non-monetary net assets) with the shareholders of CGDI, the former public corporation continuing only as passive investors. Hence, the cost of the acquisition has been measured at the carrying value of the net assets of CGDI with no goodwill or other intangible being recorded in accordance with the accounting interpretation and guidance issued by the SEC staff. The results of CGDI have been consolidated from the date of the acquisition.

NOTE 4.

ADVANCES TO SUPPLIERS

Advances to suppliers amounted to $11,685,044 and $10,885,969 as of September 30, 2008 and December 31, 2007, respectively. The advances mainly included payments made to purchase a building under an agreement. The title of the building is in the process of transfer to the Company.

NOTE 5.

PROPERTY AND EQUIPMENT

At September 30, 2008 and December 31, 2007, the following were the details of the property and equipment:

	September 30, 2008			December 31, 2007

Automobiles	$	1,022,325		$	889,116
Machinery & equipment		4,168,861			3,888,599
Building		66,193,472			62,241,609
Construction in progress		651,590			-
Less: Accumulated depreciation		(10,985,436	)		(8,879,553	)
Net	$	61,050,812		$	58,139,771

Depreciation expense for the three months ended September 30, 2008 and 2007 was $553,543 and $382,119, respectively. Depreciation expense for the nine months ended September 30, 2008 and 2007 was $1,625,088 and $1,139,958 respectively.

NOTE 6.

INTANGIBLE ASSETS

The Company’s five shopping mall subsidiaries under TRBT are located in Taiyuan City, Shanxi Province, People’s Republic of China. At November, 2005, the five subsidiaries acquired the right to use the land from the Haozhuang Village government. Per the People's Republic of China's governmental regulations, the Government owns all land. The Company has recognized the amounts paid for the acquisition of rights to use land as intangible asset and amortizing over a period of 36 to 50 years.

Net intangible assets at September 30, 2008 and December 31, 2007 were as follows:

	September 30,			December 31,
	2008			2007

Rights to use land	$	11,439,617		$	10,756,652
Less Accumulated amortization		(669,239	)		(467,935	)
	$	10,770,378			10288717

-11-

Amortization expense for the Company’s intangible assets for the three months ended September 30, 2008 and 2007 was $55,685 and $56,038, respectively. Amortization expense for the nine months ended September 30, 2008 and 2007 was $166,486 and $167,174, respectively.

Amortization expense for the Company’s intangible assets over the next five years is estimated to be:

September 30,
2009	$	261,761
2010		261,761
2011		261,761
2012		261,761
2013 and thereafter		10,647,643
	$	11,694,687

NOTE 7.

CONSTRUCTION PAYABLE

As of September 30, 2008 and December 31, 2007, construction payable amounted to $2,738,064 and $3,095,639, respectively. The Company’s construction payable consists primarily of amounts payable for the construction of shopping mall.

NOTE 8.

LOANS PAYABLE

As of September 30, 2008 and December 31, 2007 loans payable consists the following:

	September 30, 2008				December 31, 2007
	Amount		Annual Interest Rate		Amount		Annual Interest Rate
Outside parties	$	1,669,316		8.37%-10.29%	$	1,573,767		8.37%-10.29%
Bank		291,583		10.29%		411,263		10.29%
Related parties		512,526		10.29%		358,548		10.29%
Total	$	2,473,425			$	2,343,578

Loans payable include the following items:

Loans payables to outside parties amounted to $1,669,316 and $1,573,767 at September 30, 2008 and December 31, 2007, respectively. These loans are due to unrelated parties, due within one year, unsecured, and with an annual interest rate of 8.37% - 10.29%.

Loans payable to related parties amounted to $512,526 and $358,548 at September 30, 2008 and December 31, 2007, respectively. One of these loans in the amount of $218,988 is secured by the building of Longma Shopping Mall. The other ones are unsecured, due within one year, with an annual interest rate of 10.29%.

-12-

Loans payable to the bank amounted to $291,583 and $411,263 at September 30, 2008 and December 31, 2007, respectively. This loan is due within one year, unsecured, and within an annual interest rate of 10.29%.

NOTE 9.

EQUITY TRANSACTIONS

In April 2006, the Company's Board of Directors adopted the Teeka Tan Products, Inc. 2006 Equity Compensation Plan (the "Plan"). The Company has reserved 10,000,000 shares of its common stock for issuance under the Plan, which was adopted to provide the Company with flexibility in compensating certain of its sales, administrative and professional employees and consultants and to conserve its cash resources. The issuance of shares under the Plan is restricted to persons who are closely-related to the Company and who provide it with bona fide services in connection with the sales and marketing of its products or otherwise in connection with its business as compensation. The eligible participants include directors, officers, employees and non-employee consultants and advisors. Management of the Company anticipates that a substantial portion of the shares available under the Plan will be issued over time as compensation to its employees and consultants and advisors who provide services in the sales, marketing and promotion of the Company's products. The Board of Directors has no present intent to issue any shares under the Plan to members of the Board who are also the Company's executive officers.

In October 2006, the Company issued a total of 5,000 common stock options pursuant to the Plan at an exercise price of $5.00 per share as compensation to an employee. The fair market value of the options was estimated on the grant date using the Black-Scholes option pricing model as required under SFAS 123R with the following weighted average assumptions: expected dividend yield 0%, volatility 155%, risk-free interest rate of 5.1%, and expected warrant life of three months. The value of these options was immaterial. The Company received a $35,000, 4% demand promissory note from the employee. The Company recorded a subscription receivable in the amount of $25,000 for this demand note. Between January and February, 2007 the Company received $8,750 in payments on the subscription receivable. The remaining $16,250 of the subscription receivable was forgiven by the Company in October 2007.

REVERSE STOCK SPLIT

On November 12, 2007, the Company's stockholders approved a 1 for 100 reverse stock split for its common stock. As a result, stockholders of record at the close of business on December 13, 2007, received one shares of common stock for every hundred shares held. Common stock, additional paid-in capital and share and per share data for prior periods have been restated to reflect the stock split as if it had occurred at the beginning of the earliest period presented.

COMMON STOCK AND WARRANTS

The Company issued 10,000 warrants on March 13, 2006, at an exercise price of $5.00 per share as partial compensation for licensing fees. The fair market value of the warrants was estimated on the grant date using the Black-Scholes option pricing model as required under SFAS 123 with the following weighted average assumptions: expected dividend yield 0%, volatility 139%, risk-free interest rate of 4.5%, and expected warrant life of one year. The Company fair valued these warrants at $78,201. For the three months ended March 31, 2007 the Company recorded $3,856 of amortization expense associated with the warrants. The warrants expire on December 31, 2008.

-13-

In November 2006, the Company entered into a one year agreement for certain investor and public relations services. The Company issued 10,000 shares of common stock with a fair value of $50,000 on the date of issuance together with 10,000 warrants with exercise price of $5.00 per share, 10,000 warrants with exercise price of $6.00 and 10,000 warrants with exercise price of $7.00 per share expiring on January 31, 2008. The fair value of the warrants was estimated on the grant date using the Black-Scholes option pricing model as required under SFAS 123 and EITF-96-18 with the following weighted average assumptions: expected dividend yield 4.91%, volatility 155%, risk-free interest rate of 4.91%, and expected warrant life of nine months. The Company fair valued these warrants at $56,069. In April 2007 both parties mutually agreed to cancel the agreement and the public relation firm returned it warrants. During the three and nine months ended September 30, 2008 and 2007, the Company expensed $0 and $97,060, respectively, for the unamortized value of the agreement.

In February 2007 the Company issued 2,000 shares of common stock for cash proceeds of $10,000 to an investor.

In March 2007 two executive officers converted a total of $270,833 of accrued salary into shares of 54,167 shares of common stock at a price of $5.00 per share which was equal to the fair value of the stock on the date of conversion.

In March 2007 the Company issued 5,000 shares of common stock with a fair value of $25,000 on the date of issuance to an employee for services. The Company amortized the value over the one year term of the employee’s employment agreement. In May 2007 the Company agreed to issue the employee an additional 3,000 share of common stock valued at $9,000 pursuant to his employment agreement. The Company terminated the employment in June 2007 and has not issued the employee the common stock. Management has asserted that the employee did not perform services to earn the common stock. During the nine months ended September 30, 2008 and 2007, the Company expensed $0 and $21,250, respectively, for the unamortized value of the common stock received.

In March 2007, the Company issued 2,000 shares of common stock with a fair value of $10,000 on the date of issuance to a consultant for services.

In March 2007, the Company issued 1,000 shares of common stock with a fair value of $4,000 on the date of issuance to a consultant for services.

In July 2007, the Company issued 2,000 shares of common stock with a fair value of $5,600 on the date of issuance to a consultant for services.

On May 7, 2008, the Company completed the reverse acquisition of TRBT pursuant to the Stock for Stock Equivalent Exchange Agreement and Plan (the “Exchange Agreement”) among CGDI, TRBT, and each of the equity owners of TRBT (“TRBT Shareholders”). Pursuant to the Exchange Agreement, CGDI issued 31,500,000 shares of its common stock, representing 97.3% of CGDI's issued and outstanding common stock immediately following the acquisition and 1,400,000 warrants exercisable at the rate of one warrant for one common share at a price of $0.5 per share, in exchange of 80% equity interest in TRBT. The fair value of the warrants was estimated on the grant date using the Black-Scholes option pricing model as required under SFAS 123 and EITF-96-18 with the following weighted average assumptions: expected dividend yield 0%, volatility 157.56%, risk-free interest rate of 1.57%, and expected warrant life of twelve months. The Company fair valued these warrants at $689,347.

In May 2008, in consideration for services provided, the Company issued to Mirador Consulting 500,000 warrants exercisable at the rate of one warrant for one share of its common stock at a price of $1.00 per share expiring on November 5, 2008. The fair value of the warrants was estimated on the grant date using the Black-Scholes option pricing model as required under SFAS 123 and EITF-96-18 with the following weighted average assumptions: expected dividend yield 0%, volatility 157.56%, risk-free interest rate of 1.57%, and expected warrant life of twelve months. The Company fair valued these warrants at $191,138.

-14-

In June 2008, the Company issued 2,590,934 shares of common stock for the settlement of the $200,000 convertible debenture previously issued on August 24, 2004 with interest accrued at 10% per annum amounting to $91,767.

PREFERRED STOCK

In March 2007 the Company amended its Certificate of Incorporation to authorize a class of 10,000 shares of blank check preferred stock, par value $0.0001 per share. Such shares are issuable with such designations, voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution of the Company's board of directors.

NOTE 10.

RELATED PARTY TRANSACTIONS

The parties primarily refer to the original shareholders of TRBT and entities related through one common shareholder, who is also a majority shareholder in all the related entities.

Other receivables from related parties amounted to $216,753 and $92,634 as of September 30, 2008 and December 31, 2007, respectively.

Notes receivable from related party amounted to $145,792 and $137,088 as of September 30, 2008 and December 31, 2007, respectively. Interest receivable associated with the notes amounted to $9,741 and $9,160 as of September 30, 2008 and December 31, 2007, respectively.

Loans from related parties amounted to $512,526 and $358,548 as of September 30, 2008 and December 31, 2007, respectively. Interest rates ranged from 8.37% to 10.29% per annum. All loans mature within one year. One of these loans in the amount of $218,988 was collateralized by the building of Longma Shopping Mall.

NOTE 11.

DISCONTINUED OPERATIONS

During the third quarter of 2008, the Company planned to exit the business of marketing and retailing sun care products operated in Florida. On September 1, 2008, the Board of Directors of the Company decided and approved a resolution to discontinue the operations the sun care product business. The Company intends to dispose all assets and settle all liabilities of the discontinued operation in the next twelve-month period.

The following summarizes the results of discontinued operations for the nine months ended September 30, 2008:

Net revenue	$	70,162
Costs and expenses		157,226

Net loss from discontinued operations	$	(87,064	)

-15-

As of September 30, 2008, the Company’s assets and liabilities relating to discontinued operations were as follows:

Current assets	$	43,247
Fixed assets, net		3,033
Current liabilities		(75,634	)

Net liabilities of discontinued operations	$	(29,354	)

NOTE 12.

INCOME TAXES

The Company is registered in the State of Delaware and has operations in primarily two tax jurisdictions - the PRC and the United States. For certain operations in the U.S., the Company has incurred net accumulated operating losses for income tax purposes. The Company believes that it is more likely than not that these net accumulated operating losses will not be utilized in the future. Therefore, the Company has provided full valuation allowance for the deferred tax assets arising from the losses at these locations as of September 30, 2008 and December 31, 2007. Accordingly, the Company has no net deferred tax assets.

The provision for income taxes from continuing operations on income consists of the following for the nine months ended September 30, 2008 and 2007:

	2008		2007
U.S. Current Income Tax Expense
Federal	$	-	$	-
State		-		-
		-		-

PRC Current Income Tax Expense		69,941		45,711

Total Provision for Income Tax	$	69,941	$	45,711

The following is a reconciliation of the statutory tax rate to the effective tax rate for the nine months ended September 30, 2008 and 2007:

	2008		2007
Federal tax at statutory rate		34%		-
State tax net of federal taxes		6%		-
Valuation allowance		(40%)		-
Foreign income tax – PRC		25%		33%
Net effect of non-taxable income/non-deductible expenses		(23.63%)		(31.83%)
Effective tax rate		1.37%		1.17%

United States of America

The Company has significant income tax net operating losses (“NOL”) carried forward from prior years. Due to the change in ownership of more than fifty percent, the amount of NOL which may be used in any one year will be subject to a restriction under section 382 of the Internal Revenue Code. Due to the uncertainty of the realizability of the related deferred tax assets, a reserve equal to the amount of deferred income taxes has been established at September 30, 2008. The Company has provided 100% valuation allowance to the deferred tax assets as of September 30, 2008.

-16-

People’s Republic of China (PRC)

Under the Enterprise Income Tax (“EIT”) of the PRC, prior to 2007, Chinese enterprises are generally subject to an income tax at an effective rate of 33% (30% statutory income taxes plus 3% local income taxes) on income reported in the statutory financial statements after appropriate tax adjustments, unless the enterprise is located in a specially designated region for which more favorable effective tax rates are applicable. Beginning January 1, 2008, the new EIT law has replaced the existing laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% will replace the 33% rate previously applicable to both DES and FIEs. The two year tax exemption, six year 50% tax reduction and tax holiday for production-oriented FIEs will be eliminated. The Company is currently evaluating the effect of the new EIT law on its financial position.

The following table sets forth the significant components of the provision for income taxes for operation in PRC for the nine months ended September 30, 2008 and 2007:

	2008		2007
Net taxable income	$	279,764	$	138,518
Provision for income taxes at 25% and 33%, respectively	$	69,941	$	45,711

-17-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Overview

The following discussion is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance and should be read in conjunction with the financial statements included in this Current Report on Form 8-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward looking statements as a result of any number of factors, including those set forth under the section entitled “Risk Factors” and elsewhere in this Current Report on Form 8-K.

On November 12, 2007, we entered into a Stock for Stock Equivalent Exchange Agreement and Plan (the “Exchange Agreement”) with Taiyuan Rongan Business Trading Company, Limited, a company incorporated under the laws of the Peoples Republic of China (“TRBT”) and each of the equity owners of TRBT (the “TRBT Shareholders”). The closing of the transaction took place on May 7, 2008 (the “Closing Date”) and resulted in the acquisition of TRBT (the “Acquisition”). Pursuant to the terms of the Exchange Agreement, we acquired eighty percent (80%) of the outstanding capital contributions in TRBT (the “Interests”) from TRBT and the TRBT Shareholders. As consideration for the interests, we issued and transferred an aggregate of 31,500,000 shares, or 90% of the Company’s common stock.

Our previous business was marketing and distributing Teeka Tan(R) Suncare Products, a broad line of high quality, value-priced sun care products. We also distributed the Safe Sea Jellyfish Sting Protective Lotion under a licensing agreement with its manufacturer. We sold these products directly to resorts, hotels and retailers with beach locations in south Florida, the Bahamas, Dominican Republic, Alabama, New Hampshire, Rhode Island, Connecticut, New York, North Carolina, South Carolina, Maine, Maryland and New Jersey. Our customers are primarily beach front stores and hotels with high volume tourist traffic. We market our products through the use of our in house sales representative as well as independent distributors.

In September 2007 we announced that we had had signed a letter of intent to acquire the Taiyuan Rongan Business Trading Company ("Taiyuan Rongan"), located in Taiyuan, Shanxi Province, China, in a stock for stock exchange. Taiyuan Rongan operates six shopping malls in the city of Taiyuan, China, of which it has 76% ownership. On November 12, 2007 we entered into a Stock for Stock Equivalent Exchange Agreement and Plan with Taiyuan Rongan and all of its current capital contributors (the "Taiyuan Rongan Shareholders") pursuant to which at closing the Taiyuan Rongan Shareholders will assign 80% of the 100% of capital contributions in Taiyuan Rongan to our company in exchange for an aggregate of 31,500,000 shares of our common stock and common stock purchase warrants to purchase an aggregate of 1,400,000 shares of our common stock at an exercise price of $0.50 per share, both giving effect to the reverse stock split described below. The Share Exchange with Taiyuan Rongan closed on May 7, 2008.

BUSINESS DEVELOPMENT OF TRBT

Overview

TRBT is a company formed under the laws of the People’s Republic of China. TRBT acquired all the capital contributions of Taiyuan Clothing Group Company Limited which has a 76.1% ownership interest in six shopping malls located in the Chaoyang Street area in the city of Taiyuan, Shanxi Province, China.

Business

TRBT is a real estate developer based in Taiyuan, Shanxi, China that owns and manages commercial space valued at more than US$60 million. TRBT is engaged in the business of leasing units in shopping malls to commercial tenants for retail, wholesale and distribution of clothes, shoes, cosmetics, beddings and other consumer products.

Our Business

TRBT operates six (6) shopping malls all located in the Chaoyang Street area in the city of Taiyuan, Shanxi Province, China.

-18-

Principal Factors Affecting our Financial Performance

We believe that the following factors affect our financial performance:

· Ability to successfully acquire new shopping malls and increase foot traffic to these locations;

· Continue to attract consumers to our shopping malls; and

· Attract profitable retailers to lease space in our shopping malls; and

· Continue to keep a low debt to asset ratio.

In addition, the following “global” factor will have an affect on our financial performance:

· Growth of the Economy in China

China’s economy has experience significant growth over the past few years and Chinese consumers have been continuing to spend money at a record breaking pace with no signs of a slowdown and TRBT expects this trend to continue.

Results of Operations

The following tables set forth key components of our results of operations for the periods indicated, in dollars, and key components of our revenue for the period indicated, in dollars.

CHINA GROWTH DEVELOPMENT, INC. (f/k/a Teeka Tan Products, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended September 30
	2008		2007

Net revenue	$	4,422,398	$	3,601,977

General, selling and administrative expenses		2,037,041		2,223,198

Operating income		2,385,356		1,378,779

Non-operating income (expenses)
Interest income		1,714		63,473
Other income		-		-
Interest expense		(53,747)		(29,249)
Other expense		(35,133)		(143,907)
Total non-operating expenses		(87,167)		(109,683)

Income before provision for income tax		2,298,189		1,269,096

Provision for income tax		26,872		14,848

Net income before minority interest		2,271,317		1,254,248

Minority interest		886,392		296,902

Net income	$	1,384,925	$	957,346

-19-

Net Revenue:

Net revenue increased by US$820,421 from US$3,601,977 for the three months ended September 30, 2007 to US$4,422,398 for the three months ended September 30, 2008.

Operating expenses:

Operating expenses decreased by US$186,157 from US$2,037,041 for the three months ended September 30, 2007 to US$2,223,198 for the three months ended September 30, 2008.

Income from operations:

Income from operations improved by US$1,006,577 from US$1,378,779 for the three months ended September 30, 2007 to US$2,385,356 for the three months ended September 30, 2008.

Net Income Before Income Taxes:

Net Income before Income Taxes was US$1,269,096 for the three months ended September 30, 2007 and US$2,298,189 for the three months ended September 30, 2008.

Net Income:

Net income was US$957,346 for the three months ended September 30, 2007, compared to US$1,384,925 for the three months ended September 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

The Company currently generates its cash flow through operations which it believes will be sufficient to sustain current level operations for at least the next twelve months. In 2008, we intend to continue to work to expand our presence in the commercial real estate market, including the acquisition of another shopping mall.

To the extent we are successful in growing our business, identifying potential acquisition targets and negotiating the terms of such acquisition, and the purchase price includes a cash component, we plan to use our working capital and the proceeds of any financing to finance such acquisition costs. Our opinion concerning our liquidity is based on current information. If this information proves to be inaccurate, or if circumstances change, we may not be able to meet our liquidity needs.

2008 – 2009 Outlook

Over the course of the next few years, we intend to grow and expand our commercial real estate business. We expect to acquire an additional 3 shopping centers within the next two years. These acquisitions will be financed either through revenues of the Company or by financings and sales of the Company’s stock or other securities. In addition, TRBT expects to complete the acquisition of development rights to 3,000 square metric units of prime commercial land.

-20-

OFF BALANCE SHEET TRANSACTIONS

We are not a party to any off balance sheet transactions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

Item 4T. Controls and Procedures

a) Evaluation of Disclosure Controls. Sam Liu, our Chief Operating Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of our third fiscal quarter 2008 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit 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 by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on his evaluation, Mr. Liu concluded that our disclosure controls and procedures were effective as of September 30, 2008.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our management team will continue to evaluate our internal control over financial reporting in 2008 as we implement our Sarbanes Oxley Act testing.

-21

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not aware of any litigation pending or threatened by or against the Company.

Item 1A. Risk Factors.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports of Form 8-K.

(a) Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports of Form 8-K

On November 10, 2008 we filed an 8-K disclosing the changes in registrant's certifying accountant.

-22-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA GROWTH DEVELOPMENT, INC.

Date: November 18, 2008	By:	/s/ Sam Liu
		Chief Operating Officer

-23-

CHINA GROWTH DEVELOPMENT, INC. 10-Q